<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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, 1997
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)
<TABLE>
<S> <C>
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 (Zip code)
offices)
</TABLE>
Registrant's telephone number including area code: (818) 316-1000
------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the Issuer's classes of
common stock, as of the latest practicable date.
As of November 3, 1997, there were 18,155,000 shares of Panavision Inc.
Common Stock outstanding.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PANAVISION INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1997
<TABLE>
<S> <C>
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Statements of Income..................................... 3
Condensed Consolidated Balance Sheets........................................... 4
Condensed Consolidated Statements of Cash Flows................................. 5
Notes to Condensed Consolidated Financial Statements............................ 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations........................................................................... 9
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K............................................... 13
Signatures............................................................................. 14
Exhibit Index.......................................................................... 15
</TABLE>
2
<PAGE>
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 INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- --------------------
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Camera rental......................................................... $ 37,030 $ 24,074 $ 81,168 $ 62,814
Lighting rental....................................................... 9,535 6,224 22,301 7,598
Sales and other....................................................... 9,275 5,492 21,215 14,638
--------- --------- --------- ---------
Total rental revenue and sales........................................ 55,840 35,790 124,684 85,050
Cost of camera rental................................................. 15,782 9,495 36,124 26,980
Cost of lighting rental............................................... 6,551 3,920 16,005 4,564
Cost of sales and other............................................... 4,960 3,329 11,602 8,535
--------- --------- --------- ---------
Gross margin.......................................................... 28,547 19,046 60,953 44,971
Selling, general and administrative expenses.......................... 13,971 7,871 32,442 21,684
Research and development expenses..................................... 1,084 1,407 3,756 3,300
--------- --------- --------- ---------
Operating income...................................................... 13,492 9,768 24,755 19,987
Interest income....................................................... 158 78 303 638
Interest expense...................................................... (2,317) (2,556) (4,566) (6,227)
Foreign exchange gain (loss).......................................... (40) 16 (157) (101)
Other, net............................................................ (151) (219) 196 313
--------- --------- --------- ---------
Income before non-controlling partners' interest
in PILP and income taxes............................................. 11,142 7,087 20,531 14,610
Non-controlling partners' interest in PILP............................ -- -- -- (4,500)
--------- --------- --------- ---------
Income before income taxes............................................ 11,142 7,087 20,531 10,110
Income tax provision.................................................. (3,565) (1,416) (6,570) (2,012)
--------- --------- --------- ---------
Net income............................................................ $ 7,577 $ 5,671 $ 13,961 $ 8,098
--------- --------- --------- ---------
--------- --------- --------- ---------
Net income per common share........................................... $ .39 $ .37 $ .72 $ .53
--------- --------- --------- ---------
--------- --------- --------- ---------
Shares used in computation............................................ 19,374 15,277 19,348 15,277
</TABLE>
See accompanying notes.
3
<PAGE>
PANAVISION INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT PAR VALUE DATA)
<TABLE>
<CAPTION>
SEPTEMBER 30, 1997 DECEMBER 31, 1996
------------------ -----------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:............................................................
Cash and cash equivalents................................................ $ 9,885 $ 10,629
Accounts receivable (net of allowance of $3,551 and $2,500).............. 32,016 20,124
Inventories.............................................................. 8,241 5,182
Prepaid expenses and other current assets................................ 4,728 2,596
-------- --------
Total current assets....................................................... 54,870 38,531
Property, plant and equipment, net......................................... 200,325 130,441
Deferred income tax assets................................................. 5,364 3,742
Goodwill................................................................... 9,456 --
Other...................................................................... 6,218 4,032
-------- --------
Total assets............................................................... $ 276,233 $ 176,746
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable......................................................... $ 12,950 $ 6,168
Accrued liabilities...................................................... 26,318 13,643
Current maturities of long-term debt..................................... 3,750 5,000
Other current liabilities................................................ 3,451 2,403
-------- --------
Total current liabilities.................................................. 46,469 27,214
Long-term debt............................................................. 117,142 55,000
Deferred income tax liabilities............................................ 4,955 549
Other liabilities.......................................................... 2,692 965
Commitments and Contingencies
Stockholders' equity:
Preferred stock, $.01 par value; 2,000 shares authorized; no shares
issued and outstanding................................................. -- --
Common stock, $.01 par value; 50,000 shares authorized; 18,155 shares
issued and outstanding................................................. 181 181
Additional paid-in capital............................................... 76,109 76,109
Retained earnings........................................................ 28,936 14,975
Foreign currency translation adjustment.................................. (251) 1,753
-------- --------
Total stockholders' equity............................................. 104,975 93,018
-------- --------
Total liabilities and stockholders' equity................................. $ 276,233 $ 176,746
-------- --------
-------- --------
</TABLE>
See accompanying notes.
4
<PAGE>
PANAVISION INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------
1997 1996
---------- ----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income................................................................................ $ 13,961 $ 8,098
Adjustments to derive net cash provided by operating activities:
Depreciation and amortization........................................................... 19,318 13,739
Deferred interest....................................................................... -- (88)
Deferred income taxes................................................................... -- (186)
Gain on sale of property and equipment.................................................. (653) (840)
Non-controlling partners' interest in PILP.............................................. -- 4,500
Stock compensation expense.............................................................. -- 630
Changes in operating assets and liabilities net of the effect of acquisitions:
Accounts receivable................................................................... 934 (5,173)
Inventories........................................................................... (393) (236)
Prepaid expenses and other current assets............................................. (32) 399
Accounts payable...................................................................... 530 (4,981)
Accrued liabilities................................................................... 2,086 1,099
Other, net.............................................................................. (1,252) 684
---------- ----------
Net cash provided by operating activities................................................. 34,499 17,645
Investing activities
Business acquisitions (see Note 6)........................................................ (59,773) 1,026
Acquisition of non-controlling partners' interest in PILP................................. -- (8,126)
Capital expenditures...................................................................... (36,444) (16,641)
Proceeds from dispositions of equipment................................................... 1,013 1,258
---------- ----------
Net cash used in investing activities..................................................... (95,204) (22,483)
FINANCING ACTIVITIES
Deferred financing costs.................................................................. (865) (2,814)
Distributions to non-controlling partners in PILP......................................... -- (1,523)
Borrowings under notes payable............................................................ 68,273 110,000
Repayments of notes payable............................................................... (7,271) (129,166)
Notes payable to affiliates............................................................... -- 4,959
Other..................................................................................... -- 318
---------- ----------
Net cash provided by (used in) financing activities....................................... 60,137 (18,226)
Effect of exchange rate changes on cash................................................... (176) 22
---------- ----------
Net decrease in cash and cash equivalents................................................. (744) (23,042)
Cash and cash equivalents at beginning of period.......................................... 10,629 31,685
---------- ----------
Cash and cash equivalents at end of period................................................ $ 9,885 $ 8,643
---------- ----------
---------- ----------
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid during the period........................................................... $ 4,161 $ 4,748
Income taxes paid during the period....................................................... $ 1,919 $ 2,457
</TABLE>
See accompanying notes.
5
<PAGE>
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PREPARATION
The accompanying condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles 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 generally accepted accounting principles 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 include the accounts of
Panavision, Panavision International, L.P. (PILP) and PILP's majority-owned
subsidiaries. All significant intercompany amounts and transactions have been
eliminated.
For further information, refer to the consolidated financial statements and
accompanying notes included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1996.
2. INVENTORIES
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30, 1997 DECEMBER 31, 1996
------------------ -----------------
<S> <C> <C>
Finished goods.......................................................... $ 2,705 $ 2,008
Work-in-process........................................................ 140 99
Component parts........................................................ 1,362 1,586
Supplies............................................................... 4,034 1,489
------- ------
$ 8,241 $ 5,182
------- ------
------- ------
</TABLE>
3. LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30, 1997 DECEMBER 31, 1996
------------------ -----------------
<S> <C> <C>
Current maturities of long-term debt.................................... $ 3,750 $ 5,000
Long-term debt......................................................... 117,142 55,000
-------- -------
$ 120,892 $ 60,000
-------- -------
-------- -------
</TABLE>
3. LONG-TERM DEBT
In conjunction with the purchase of the Film Services Group of Visual Action
Holdings plc (see Note 6) on June 5, 1997 (the FSG Acquisition), the Company
entered into a new credit agreement (Credit Agreement) with Chase Manhattan Bank
for a maximum aggregate amount of $150.0 million. The Credit Agreement provides
for a term loan in the amount of $60.0 million and a revolving credit commitment
of up to $90.0 million. Borrowings under this agreement were used to fund the
FSG Acquisition, refinance loans outstanding under the previous credit agreement
and provide funds for general corporate purposes. At September 30, 1997,
borrowings under the Credit Agreement were $60.0 million and $60.6 million for
the term loan and the revolving facility, respectively.
6
<PAGE>
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
3. LONG-TERM DEBT (CONTINUED)
Principal repayments under the Credit Agreement are payable quarterly
beginning March 1998 through June 2004. Interest is payable at rates equal to
the prime rate or a margin in excess of LIBOR or PIBOR, which fluctuates
directly with the Company's total debt ratio, as defined in the Credit
Agreement. The LIBOR/PIBOR rate margins range between 0.625% and 1.25%. Of the
$60.6 million outstanding under the revolving facility, $34.6 million is
outstanding as a sterling-based loan. The Company drew down an original a
portion of the facility as sterling in order to provide a natural currency hedge
against fluctuations in the U.K. pound as the FSG Acquisition increased the
Company's U.K.-based revenue to approximately 37% of total revenue at September
30, 1997, on a pro forma basis.
Under the Credit Agreement, the Company entered into an interest rate
protection agreement to protect the Company from LIBOR increases. The agreement
covers a notional amount of $50.0 million which expires on June 10, 1998 and
protects the Company from LIBOR increases above 7.37%. Since the floor for this
agreement is 5.50%, in the event of a LIBOR reduction below this floor, there
would be no benefit to the Company. At September 30, 1997 the interest rate
under the Credit Agreement was 7.24%. The Company believes the carrying value of
its amounts payable under this agreement approximate fair value based upon
current yields for debt issues of similar quality and terms.
The Company's obligations under the Credit Agreement are secured by
substantially all of the Company's assets. As of September 30, 1997 the Company
had approximately $30 million available under the Revolving Credit facility. The
Credit Agreement requires that the Company meets certain financial tests and
other restrictive covenants including maintaining certain total debt, fixed
charge and interest coverage ratio levels. As of September 30, 1997, the Company
was in compliance with all financial covenants of the Credit Agreement. In
addition, the Company's ability to pay dividends to its stockholders is
restricted by this agreement.
4. USE OF ESTIMATES AND OTHER UNCERTAINTIES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from such estimates.
The Company's future results could be adversely affected by a number of
factors, including without limitation, (a) a significant reduction in the number
of feature films produced; (b) competitive pressures arising from changes in
technology, customer requirements and industry standards; (c) an increase in
expenses related to new product initiatives and product development efforts; and
(d) unfavorable foreign currency fluctuations.
5. EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128 (SFAS 128), EARNINGS PER SHARE, which is required to be adopted on
December 31, 1997. At that time the Company will be required to change the
method currently used to compute earnings per share and to restate all prior
periods. Under the new requirements, primary and fully diluted earnings per
share will be replaced with basic and diluted earnings per share. Basic earnings
per share excludes the dilutive effect of stock options and will therefore be
higher than primary earnings per share. Basic earnings per share for the three
and nine months ended September 30, 1997 were, respectively, $.42, $.77 and
$.37, $.53 in 1996. The impact of
7
<PAGE>
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
5. EARNINGS PER SHARE (CONTINUED)
SFAS 128 on the calculation of fully diluted earnings per share for these
periods is not expected to be material.
6. BUSINESS ACQUISITIONS
On June 5, 1997, the Company, together with certain of its subsidiaries,
completed its acquisition of all of the share capital of Samuelson Group
Limited, a U.K. company, from Visual Action Holdings plc. In connection with
this transaction, the Company also acquired all of the outstanding capital stock
of Victor Duncan, Inc., a Delaware corporation, and of Visual Action Holdings
(N.Z.) Limited, a New Zealand company. The majority of the equipment acquired as
a result of these transactions included film cameras, lenses and complementary
product accessories which rent to the filmed production community. The purchase
price was approximately $61.4 million and was reduced by the amount of certain
debt assumed by the Company.
The acquisition has been recorded under the purchase method of accounting
and its operating results have been included in the Company's consolidated
financial statements since the acquisition date of June 5, 1997. The purchase
price and direct acquisition costs have been allocated to the acquired assets
and assumed liabilities based on their relative fair values. The Company has
also provided approximately $6.3 million to cover the estimated costs, lease
cancellations and severance pay related to the FSG acquisition. Goodwill of
approximately $8.9 million was recognized as part of the transaction and is
being amortized over 30 years. This allocation is preliminary and subject to
adjustments as the Company completes its review and evaluation of the acquired
assets and assumed liabilities through the remainder of 1997.
Unaudited pro forma revenue would have increased by $25.9 million for the
nine months ended September 30, 1997 and by $47.2 million for the nine months
ended September 30, 1996, and unaudited pro forma net income and net income per
share would have decreased by $0.2 million and $.01, respectively, for the nine
months ended September 30, 1997 and would have increased by $1.4 million and
$0.07, respectively, for the nine months ended September 30, 1996 had the
acquisition occurred at the beginning of each respective period.
8
<PAGE>
PANAVISION INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
QUARTER ENDED SEPTEMBER 30, 1997 COMPARED TO QUARTER ENDED SEPTEMBER 30, 1996
Camera rental revenue increased $12.9 million, or 53.5%, to $37.0 million
for the quarter ended September 30, 1997 from $24.1 million for the quarter
ended September 30, 1996. This increase resulted primarily from the acquisition
of the Film Services Group of Visual Action Holdings plc on June 5, 1997 (the
FSG Acquisition), which resulted in increased camera rental revenues of $10.2
million, and from the rental of newly manufactured camera systems, specialty
lenses and accessories to supply the increased demand in the North American
independent feature film, commercial and episodic television markets as well as
the U.K. feature film and commercial markets. Revenue also increased as a result
of a small increase in rental rates.
Lighting rental revenue increased $3.3 million, or 53.2%, to $9.5 million
for the quarter ended September 30, 1997 from $6.2 million for the quarter ended
September 30, 1996. This increase was primarily due to improved lighting rental
revenue at Lee Lighting in the U.K. of $2.2 million and at Panavision Canada of
$0.4 million, offset by a slight decrease in lighting rental revenue at
Panavision Florida of $0.2 million. The remaining increase of $0.9 million
resulted primarily from the FSG Acquisition in June 1997.
Sales and other revenue increased $3.8 million, or 69.1%, to $9.3 million
for the quarter ended September 30, 1997 from $5.5 million for the quarter ended
September 30, 1996. This increase was primarily due to the FSG Acquisition in
June 1997, which resulted in increased sales and other revenue of $4.3 million,
offset by a decrease in sales and other revenue at Lee Lighting in the U.K. of
$0.5 million.
Cost of camera rental increased $6.3 million, or 66.3%, to $15.8 million for
the quarter ended September 30, 1997 from $9.5 million for the quarter ended
September 30, 1996. This increase was primarily due to the FSG Acquisition in
June 1997.
Cost of lighting rental increased $2.7 million, or 69.2% to $6.6 million for
the quarter ended September 30, 1997 from $3.9 million for the quarter ended
September 30, 1996. This increase was primarily due to increased cost of
lighting rental at Lee Lighting of $1.0 million and the FSG Acquisition in June
1997, which resulted in increased cost of lighting rental of $0.6 million. The
remaining increase was due to other small increases in cost of lighting rental
at Panavision Canada and Panavision Florida.
Cost of sales and other increased $1.7 million, or 51.5%, to $5.0 million
for the quarter ended September 30, 1997 from $3.3 million for the quarter ended
September 30, 1996. This increase was primarily due to the FSG Acquisition in
June 1997.
Selling, general and administrative expenses increased $6.1 million, or
77.2%, to $14.0 million for the quarter ended September 30, 1997 from $7.9
million for the quarter ended September 30, 1996. This increase was primarily
due to the FSG Acquisition in June 1997, which resulted in increased selling,
general and administrative expenses of $5.4 million. The remaining increase was
due to small increases in operating and personnel costs throughout the Company.
Research and development expenses decreased $0.3 million, or 21.4%, to $1.1
million for the quarter ended September 30, 1997 from $1.4 million for the
quarter ended September 30, 1996. This decrease was primarily due to a change in
timing of material costs for the projects within the third quarter.
Net interest expense decreased $0.3 million, or 12.0%, to $2.2 million for
the quarter ended September 30, 1997 from $2.5 million for the quarter ended
September 30, 1996. The decrease was due to the difference in rates between the
quarter ended September 30, 1997 and the quarter ended September 30, 1996.
9
<PAGE>
PANAVISION INC.
Net other expense remained unchanged at $0.2 million for the quarters ended
September 30, 1997 and September 30, 1996.
Income before income taxes increased $4.0 million, or 56.3%, to $11.1
million for the quarter ended September 30, 1997 from $7.1 million for the
quarter ended September 30, 1996. The increase was primarily due to the factors
discussed above.
The effective tax rates for the quarters ended September 30, 1997 and
September 30, 1996 were 32.0% and 20.0%, respectively. The increase in the
effective tax rate for the quarter ended September 30, 1997 was primarily due to
the reduction in the valuation allowance for deferred tax assets and a higher
effective tax rate relating to income from foreign operations.
Net income increased $1.9 million, or 33.3%, to $7.6 million for the quarter
ended September 30, 1997 from $5.7 million for the quarter ended September 30,
1996.
NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1996
Camera rental revenue increased $18.4 million, or 29.3%, to $81.2 million
for the nine months ended September 30, 1997 from $62.8 million for the nine
months ended September 30, 1996. This increase was primarily due to the FSG
Acquisition in June 1997, which resulted in increased camera rental revenue of
$13.0 million and the rental of newly manufactured camera systems, specialty
lenses and accessories to supply the increased demand in the North American
independent feature film, commercial and episodic television markets as well as
the U.K. feature film and commercial markets. Revenue also increased as a result
of a small increase in rental rates.
Lighting rental revenue increased $14.7 million to $22.3 million for the
nine months ended September 30, 1997 from $7.6 million for the nine months ended
September 30, 1996. This increase was primarily due to the acquisition of Lee
Lighting in July 1996, which resulted in increased lighting rental revenue of
$10.4 million, and the FSG Acquisition in June 1997, which resulted in increased
lighting rental revenue of $1.2 million. The remaining increase was due to an
increase in lighting rental revenue at Panavision Canada and during the third
quarter of 1997 at Lee Lighting.
Sales and other revenue increased $6.6 million, or 45.2%, to $21.2 million
for the nine months ended September 30, 1997 from $14.6 million for the nine
months ended September 30, 1996. This increase was primarily due to the FSG
Acquisition in June 1997, which resulted in increased sales and other revenue of
$5.4 million for the nine months ended September 30, 1997, and from the
acquisition of Lee Lighting in July 1996, which resulted in increased sales and
other revenue of $0.8 million for the nine months ended September 30, 1997. The
remaining increase was due to an increase in filter sales at Lee Filters.
Cost of camera rental increased $9.1 million, or 33.7%, to $36.1 million for
the nine months ended September 30, 1997 from $27.0 million for the nine months
ended September 30, 1996. This increase was primarily due to the FSG Acquisition
in June 1997, which resulted in increased cost of camera rental of $8.0 million.
The remaining increase was due to the increased rental asset depreciation.
Cost of lighting rental increased $11.4 million to $16.0 million for the
nine months ended September 30, 1997 from $4.6 million for the nine months ended
September 30, 1996. This increase was primarily due to the acquisition of Lee
Lighting in July 1996, which resulted in increased cost of lighting rental of
$8.1 million, and the FSG Acquisition in June 1997, which resulted in increased
cost of lighting rental of $0.8 million. The remaining increase was due to
increased cost of lighting rental at Panavision Canada and Lee Lighting.
Cost of sales and other increased $3.1 million, or 36.5%, to $11.6 million
for the nine months ended September 30, 1997 from $8.5 million for the nine
months ended September 30, 1996. This increase was
10
<PAGE>
PANAVISION INC.
primarily due to the FSG Acquisition in June 1997, which resulted in increased
cost of sales and other of $2.3 million and the acquisition of Lee Lighting in
July 1996, which resulted in increased cost of sales and other of $0.5 million.
The remaining increase was due to increased cost of filter sales at Lee Filters.
Selling, general and administrative expenses increased $10.7 million, or
49.3%, to $32.4 million for the nine months ended September 30, 1997 from $21.7
million for the nine months ended September 30, 1996. This increase was
primarily due to the FSG Acquisition in June 1997, which resulted in increased
selling, general and administrative expenses of $7.1 million, and the
acquisition of Lee Lighting in July 1996, which resulted in increased selling,
general and administrative expenses of $1.6 million. The remaining increase was
due to small increases in operating and personnel costs throughout the Company.
Research and development expenses increased $0.5 million, or 15.2%, to $3.8
million for the nine months ended September 30, 1997 from $3.3 million for the
nine months ended September 30, 1996. This increase was primarily due to an
increase in research and development staff and increased consulting costs
related to the Company's ongoing development projects.
Net interest expense decreased $1.3 million, or 23.2%, to $4.3 million for
the nine months ended September 30, 1997 from $5.6 million for the nine months
ended September 30, 1996. The decrease was due to the repayment of debt
subsequent to the Company's initial public offering in November 1996.
Net other income decreased $0.2 million to $0.0 million for the nine months
ended September 30, 1997 from $0.2 million for the nine months ended September
30, 1996. The decrease was due to greater gains from disposals of fixed assets
during the nine months ended September 30, 1996.
Income before income taxes increased $10.4 million, or 103.0%, to $20.5
million for the nine months ended September 30, 1997 from $10.1 million for the
nine months ended September 30, 1996. The increase was primarily due to the
factors discussed above, as well as the elimination of the charge for the non-
controlling partner's interest for the nine months ended September 30, 1997
compared to $4.5 million for the nine months ended September 30, 1996, due to
the May 1996 recapitalization which eliminated the non-controlling partners'
interest.
The effective tax rates for the nine months ended September 30, 1997 and
September 30, 1996 were 32.0% and 19.9%, respectively. The increase in the
effective tax rate for the nine months ended September 30, 1997 was primarily
due to the reduction in the valuation allowance for deferred tax assets and a
higher effective tax rate relating to income from foreign operations.
Net income increased $5.9 million, or 72.8%, to $14.0 million for the nine
months ended September 30, 1997 from $8.1 million for the nine months ended
September 30, 1996.
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):
<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER 30,
--------------------
1997 1996
--------- ---------
<S> <C> <C>
Net cash provided by (used in):
Operating activities............................................................ 34,499 17,645
Investing activities............................................................ (95,204) (22,483)
Financing activities............................................................ 60,137 (18,226)
</TABLE>
11
<PAGE>
PANAVISION INC.
The Company relies primarily upon cash provided by operations to finance its
operations, repay long-term indebtedness and fund capital expenditures primarily
for manufacturing camera systems, lenses and accessories and purchasing other
rental equipment.
For the nine months ended September 30, 1997, cash provided by operating
activities was $34.5 million. Net income of $14.0 million, adjusted for
depreciation and amortization of $19.3 million, provided $33.3 million, which
was increased by a source of $1.9 million, resulting from the net change in
non-cash working capital items, which was partially offset by miscellaneous
non-cash items of $0.7 million. Total investing activities of $95.2 million were
comprised of capital expenditures of $36.4 million, partially offset by $1.0
million of proceeds received from the disposition of certain equipment. The
majority of the capital expenditures were used to manufacture camera rental
systems and to purchase other rental equipment. In addition, $59.8 million was
used to complete the FSG Acquisition. Cash provided in financing activities of
$60.1 million was a result of the $68.3 million of borrowings under the Credit
Agreement, partially offset by $7.3 million of cash used as a reduction of
outstanding borrowings, and other changes of $0.9 million.
For the nine months ended September 30, 1996, cash provided by operating
activities was $17.6 million. Net income of $8.1 million, adjusted for
depreciation and amortization of $13.7 million and the non-controlling partners'
interest of $4.5 million, provided $26.3 million, which was partially offset by
a use of $8.2 million resulting from the net change in non-cash working capital
items, and miscellaneous non-cash items of $0.5 million. Total investing
activities of $22.5 million were comprised of capital expenditures of $16.6
million, partially offset by $1.2 million of proceeds received from the
disposition of certain equipment. The majority of capital expenditures were used
to manufacture camera rental systems and to purchase other rental equipment. The
net investing activities also reflect a benefit of $1.0 million for cash on the
balance sheet of Lee Lighting which was acquired in July 1996. In addition, $8.1
million was used to acquire the non-controlling partners' interest in PILP. Cash
used in financing activities of $18.2 million was comprised of the reduction in
outstanding borrowings in connection with the recapitalization in May 1996 and
$1.5 million of distributions to taxing authorities on behalf of the partners in
PILP.
Additional cash flow provided by operating activities will be used to repay
debt outstanding under the Credit Agreement. The Company believes that its
existing working capital together with borrowings under the Credit Agreement and
anticipated cash flow from operating activities will be sufficient to meet its
expected operating and capital spending requirements for at least the next year.
Panavision Inc. is a leading designer and manufacturer of high-precision
film camera systems, comprising cameras, lenses and accessories for the motion
picture and television industries. Panavision systems are rented worldwide
through the Company's owned and operated facilities and agent network.
12
<PAGE>
PANAVISION INC.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<C> <S> <C>
(a) Exhibits
11. Computation of Earnings Per Share.
27. Financial Data Schedule.
(b) During the third quarter of 1997, the Company filed current reports on Form 8-K as
follows:
1) Current Report on Form 8-K/A originally dated June 5, 1997, to file the
required pro forma financial statements, financial statements of business
acquired and exhibits.
</TABLE>
13
<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.
<TABLE>
<S> <C> <C>
PANAVISION INC.
By: /s/ WILLIAM C. SCOTT
-----------------------------------------
William C. Scott
CHAIRMAN OF THE BOARD
Date: November 3, 1997 AND CHIEF EXECUTIVE OFFICER
By: /s/ JEFFREY J. MARCKETTA
-----------------------------------------
Jeffrey J. Marcketta
EXECUTIVE VICE PRESIDENT
Date: November 3, 1997 AND CHIEF FINANCIAL OFFICER
</TABLE>
14
<PAGE>
EXHIBIT 11
PANAVISION INC.
COMPUTATION OF EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THIRD QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- --------------------
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Weighted average shares outstanding................................... 18,155 13,706 18,155 13,706
Shares and options considered outstanding for all periods under SAB
55, using the treasury stock method................................. 1,219 1,571 1,193 1,571
--------- --------- --------- ---------
Total............................................................... 19,374 15,277 19,348 15,277
--------- --------- --------- ---------
--------- --------- --------- ---------
Net income............................................................ $ 7,577 $ 5,671 $ 13,961 $ 8,098
--------- --------- --------- ---------
--------- --------- --------- ---------
Net income per common share........................................... $ .39 $ .37 $ .72 $ .53
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
- ------------------------
Note: Primary and fully diluted net income per share are the same.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996
<PERIOD-START> JAN-01-1997 JAN-01-1996
<PERIOD-END> SEP-30-1997 SEP-30-1996
<CASH> 9,885 8,643
<SECURITIES> 0 0
<RECEIVABLES> 35,567 20,947
<ALLOWANCES> 3,551 2,294
<INVENTORY> 8,241 5,271
<CURRENT-ASSETS> 54,870 34,387
<PP&E> 402,677 231,595
<DEPRECIATION> 202,353 108,341
<TOTAL-ASSETS> 200,325 164,713
<CURRENT-LIABILITIES> 46,469 28,784
<BONDS> 0 0
0 0
0 0
<COMMON> 181 0
<OTHER-SE> 104,794 24,158
<TOTAL-LIABILITY-AND-EQUITY> 276,233 24,158
<SALES> 21,215 14,638
<TOTAL-REVENUES> 124,684 85,050
<CGS> 11,602 8,535
<TOTAL-COSTS> 63,731 40,079
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 368 283
<INTEREST-EXPENSE> 4,566 6,227
<INCOME-PRETAX> 20,531 10,110
<INCOME-TAX> 6,570 2,012
<INCOME-CONTINUING> 13,961 8,098
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 13,961 8,098
<EPS-PRIMARY> 0.72 .53
<EPS-DILUTED> 0.72 0.53
</TABLE>
