<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 March 31, 1998
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
Commission file number: 001-12391
---------------------------------
PANAVISION INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3593063
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6219 De Soto Avenue
Woodland Hills, California 91367
(Address of principal executive offices) (Zip code)
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 May 11, 1998, there were 18,928,500 shares of Panavision Inc.
Common Stock outstanding.
===============================================================================
<PAGE>
PANAVISION INC.
Index to Quarterly Report on Form 10-Q
For the Quarter Ended March 31, 1998
<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 ........................................................ 12
Signatures ....................................................................................... 13
</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)
Quarter Ended
March 31,
-------------------------
1998 1997
------------ ----------
Camera rental .............................. $ 30,280 $ 20,926
Lighting rental ............................ 4,998 5,125
Sales and other ............................ 7,876 5,105
-------- --------
Total rental revenue and sales ............. 43,154 31,156
Cost of camera rental ...................... 14,260 8,958
Cost of lighting rental .................... 4,601 4,142
Cost of sales and other .................... 5,232 2,729
-------- --------
Gross margin ............................... 19,061 15,327
Selling, general and administrative expenses 13,512 8,126
Research and development expenses .......... 1,057 1,315
-------- --------
Operating income ........................... 4,492 5,886
Interest income ............................ 166 79
Interest expense ........................... (2,294) (956)
Foreign exchange gain (loss) ............... 277 (96)
Other, net ................................. 994 260
-------- --------
Income before income taxes ................. 3,635 5,173
Income tax provision ....................... (1,163) (1,655)
-------- --------
Net income ................................. $ 2,472 $ 3,518
======== ========
Basic earnings per share ................... $ .13 $ .19
======== ========
Diluted earnings per share ................. $ .13 $ .18
======== ========
Shares used in computation - Basic ......... 18,929 18,155
Shares used in computation - Diluted ....... 19,354 19,351
See accompanying notes.
3
<PAGE>
PANAVISION INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands Except Par Value Data)
<TABLE>
<CAPTION>
March 31, 1998 December 31, 1997
-------------- -----------------
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents ............................. $ 5,835 $ 11,020
Accounts receivable
(net of allowance of $3,585 and $3,959) ............. 25,932 25,645
Inventories ........................................... 8,510 8,540
Prepaid expenses ...................................... 5,555 2,968
Notes receivable from officers and key employees....... 7,218 7,115
Income tax receivable ................................. 3,423 3,423
Other current assets .................................. 3,469 2,566
---------- ----------
Total current assets ..................................... 59,942 61,277
Property, plant and equipment, net ....................... 205,102 199,038
Deferred tax assets ...................................... 2,329 2,329
Goodwill ................................................. 9,866 9,859
Other .................................................... 7,085 9,434
---------- ----------
Total assets ............................................. $ 284,324 $ 281,937
========== ==========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable ...................................... $ 9,810 $ 9,819
Accrued liabilities ................................... 22,777 23,745
Deferred tax liabilities .............................. 5,387 5,387
Current maturities of long-term debt .................. 3,685 5,383
---------- ----------
Total current liabilities ................................ 41,659 44,334
Long-term debt ........................................... 118,516 119,999
Deferred tax liabilities ................................. 6,380 6,217
Other liabilities ........................................ 2,461 1,943
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; 18,929 shares issued and outstanding..... 189 189
Additional paid-in capital ............................ 80,094 77,053
Retained earnings ..................................... 36,935 34,463
Foreign currency translation adjustment ............... (1,910) (2,261)
---------- ----------
Total stockholders' equity .......................... 115,308 109,444
---------- ----------
Total liabilities and stockholders' equity ............... $ 284,324 $ 281,937
========== ==========
</TABLE>
See accompanying notes.
4
<PAGE>
PANAVISION INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Quarter Ended March 31,
---------------------------
1998 1997
------------ ------------
<S> <C> <C>
Operating activities
Net income .......................................................... $ 2,472 $ 3,518
Adjustments to derive net cash provided by operating
activities:
Depreciation and amortization .................................. 7,549 5,151
Gain on sale of property and equipment ......................... (1,021) (308)
Changes in operating assets and liabilities net of the effect of
acquisitions:
Accounts receivable .......................................... (287) 2,114
Inventories .................................................. 30 (198)
Prepaid expenses and other current assets .................... (3,490) 500
Accounts payable ............................................. (9) 1,578
Accrued liabilities .......................................... (968) (2,024)
Other, net ..................................................... 2,892 (802)
-------- --------
Net cash provided by operating activities ........................... 7,168 9,529
Investing activities
Capital expenditures ................................................ (15,627) (12,227)
Proceeds from dispositions of fixed assets .......................... 4,187 367
-------- --------
Net cash used in investing activities ............................... (11,440) (11,860)
Financing activities
Borrowings under notes payable ...................................... -- --
Repayments of notes payable ......................................... (3,869) (6,500)
Notes receivable from officers and key employees .................... (103) --
Contribution from Warburg, Pincus ................................... 3,041 --
------------------------
Net cash used in financing activities ............................... (931) (6,500)
Effect of exchange rate changes on cash ............................. 18 (111)
-------- --------
Net decrease in cash and cash equivalents ........................... (5,185) (8,942)
Cash and cash equivalents at beginning of period .................... 11,020 10,629
-------- --------
Cash and cash equivalents at end of period .......................... $ 5,835 $ 1,687
======== ========
Supplemental cash flow information
Interest paid during the period ..................................... $ 2,316 $ 1,089
Income taxes paid during the period ................................. $ 226 $ 234
</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.
Certain amounts in previously issued financial statements have been
reclassified to conform to 1998 presentation.
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, 1997.
2. Inventories
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
March 31, 1998 December 31, 1997
-------------- -----------------
<S> <C> <C>
Finished goods ...................... $ 4,321 $ 3,983
Work-in-process ..................... 219 153
Component parts ..................... 1,311 1,607
Supplies ............................ 2,659 2,797
---------- ----------
$ 8,510 $ 8,540
========== ==========
</TABLE>
3. Long-Term Debt
Long-term debt consists of the following (in thousands):
<TABLE>
<CAPTION>
March 31, 1998 December 31, 1997
-------------- -----------------
<S> <C> <C>
Current maturities of long-term debt...... $ 3,685 $ 5,383
Long-term debt............................ 118,516 119,999
---------- ----------
$ 122,201 $ 125,382
========== ==========
</TABLE>
Long-term debt above represents borrowings under the Company's Credit
Agreement. Principal repayments under the Credit Agreement are due quarterly
beginning March 1998 through June 2004. The interest rate under the Credit
Agreement was 7.05% and 7.25% at March 31, 1998 and December 31, 1997,
respectively. The Company believes the carrying value of its amounts payable
under the Credit 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. The Credit Agreement requires
that the Company meet certain financial tests and other restrictive
covenants including maintaining certain total debt, fixed charge and
interest coverage ratio levels. The Company was in compliance with all
such covenants as of March 31, 1998.
6
<PAGE>
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
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; (d) unfavorable foreign currency
fluctuations; and (e) significant increases in interest rates.
5. Earnings Per Share
During the year ended December 31, 1997, the Company adopted
Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
(SFAS 128) which required a change in the method used to compute earnings
per share. Under this new standard, primary and fully diluted earnings
per share were replaced with "Basic" and "Diluted" earnings per share.
Basic earnings per share amounts exclude the dilutive effect of potential
common shares and are therefore higher than the primary earnings per
share amounts previously presented. For Panavision, diluted earnings per
share amounts under the new standard are the same as primary earnings per
share amounts previously presented. As required by SFAS 128, all prior
period amounts have been restated to conform to the new presentation.
Basic earnings per share is based upon the weighted-average number
of common shares outstanding. Diluted earnings per share is based upon
the weighted-average number of common shares and dilutive potential
common shares outstanding. Potential common shares are outstanding
options under the Company's stock option plan which are included under
the treasury stock method.
The following table sets forth the computation for basic and diluted
earnings per share (in thousands, except per share information):
Quarter Ended March 31,
-----------------------
1998 1997
------- -------
Numerator for basic and diluted
earnings per share-net income ...................... $ 2,472 $ 3,518
------- -------
Denominator:
Denominator for basic earnings per share-
weighted-average shares ........................ 18,929 18,155
Effect of dilutive securities-employee
stock options .................................. 425 1,196
------- -------
Denominator for diluted earnings per
share-adjusted weighted-average shares ......... 19,354 19,351
Basic earnings per share .............................. $ .13 $ .19
======= =======
Diluted earnings per share ............................ $ .13 $ .18
======= =======
6. Comprehensive Income
As of January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS
130). SFAS 130 establishes new rules for the reporting and display of
comprehensive income and its components; however, the adoption of SFAS
130 had no impact on the Company's net income or stockholders' equity.
SFAS 130 requires unrealized gains or losses on available-for-sale
securities and foreign currency translation adjustments, which prior to
adoption were reported seperately in stockholders' equity to be included
in other comprehensive income.
7
<PAGE>
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
6. Comprehensive Income--(Continued)
During the first quarter of 1998 and 1997, total comprehensive
income amounted to $2,823,000 and $2,564,000, respectively. The
difference between net income and comprehensive income in both periods
relates to the Company's change in foreign currency translation
adjustments.
7. Effects of Recent Accounting Pronouncements
In June 1997, Statement of Financial Accounting Standards No. 131,
"Disclosures About Segments of an Enterprise and Related Information"
(SFAS 131) was issued. SFAS 131 establishes standards for the way that
public business enterprises report information about operating segments
in annual financial statements and requires that those enterprises report
selected information about operating segments in interim financial
reports issued to shareholders. It also establishes standards for related
disclosures about products and services, geographic areas, and major
customers. SFAS 131 is effective for financial statements for fiscal
years beginning after December 15, 1997. This statement need not be applied to
Interim Financial Statements in the initial year of application. The Company
will be adopting the disclosures required by this standard for the year ending
December 31, 1998.
8. Business Combinations
On June 5, 1997, the Company completed its acquisition of the Film
Services Group (FSG) from Visual Action Holdings plc. FSG includes camera
rental operations which rent primarily non-Panavision manufactured
equipment in the United Kingdom, France, Australia and two U.S. cities,
Chicago and Dallas, as well as smaller rental operations in New Zealand,
Malaysia and Indonesia. 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 $61.0 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 FSG's 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 also provided approximately $6.3
million to cover the estimated transaction costs, lease cancellations and
severance pay related to the FSG acquisition. Goodwill of approximately
$9.7 million was recognized as part of the transaction and is being
amortized over 30 years.
Unaudited pro forma revenue, assuming the acquisition of FSG had been
consummated on January 1, 1997, would have increased by $14.0 million for the
three months ended March 31, 1997 and unaudited pro forma net income and diluted
earnings per share would have decreased by $0.3 million and $0.01, respectively
for the three months ended March 31, 1997, had the acquisition occurred at the
beginning of 1997. The pro froma financial data does not purport to represent
the results of operation of the Company that actually would have occurred had
the acquisition of FSG occurred on January 1, 1997.
8
<PAGE>
PANAVISION INC.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The Proposed Recapitalization
On December 18, 1997, the Company, PX Holding Corporation, (PX Holding) an
indirectly wholly owned subsidiary of Mafco Holdings, Inc. (Mafco) and PX Merger
Corporation, a wholly owned subsidiary of PX Holding, entered into an Agreement
of Recapitalization and Merger (the Recapitalization Agreement). Pursuant to the
terms of the Recapitalization Agreement and subject to the conditions set forth
therein, PX Merger Corporation will be merged with and into the Company (the
Merger).
Pursuant to the Recapitalization Agreement, stockholders of the Company
(other than Warburg, Pincus Capital Company, L.P. (Warburg, Pincus)) will, in
the aggregate, have the opportunity to elect to have their shares of Common
Stock converted into the right to receive $27.00 per share in cash. To the
extent that holders (other than Warburg, Pincus) of more than 88% of the shares
of Common Stock elect to have their shares converted into the right to receive
cash, the election is subject to proration.
Pursuant to a Voting and Stockholders Agreement, dated as of December 18,
1997, as amended by the First Amendment dated as of March 16, 1998 (the
Stockholders Agreement, and together with the Recapitalization Agreement and the
transaction contemplated thereby, the Proposed Recapitalization), by and among
Warburg, Pincus, Mafco and the Company, Warburg, Pincus has agreed to exchange
88% of its shares of Common Stock for Series A redeemable preferred stock
(Redeemable Preferred Stock) of the Company redeemable immediately upon
consummation of the Merger at a price equivalent to $26.50 in cash per share of
Common Stock. To the extent fewer than 88% of the shares of Common Stock held by
stockholders (other than Warburg, Pincus) are exchanged for cash, Warburg,
Pincus will increase the number of shares of Common Stock it exchanges for
Redeemable Preferred Stock (or will sell such shares to PX Holding), up to the
remainder of its shares of Common Stock.
As a result of the Proposed Recapitalization, Mafco will acquire control of
the Company. Assuming stockholders (other than Warburg, Pincus) of at least 88%
of the shares of Common Stock elect to receive cash for their shares, Mafco will
beneficially own approximately 72% of the issued and outstanding Common Stock.
Funds required in connection with the transaction, including to acquire the
shares and outstanding stock options, to refinance existing indebtedness and to
pay related fees and expenses, will be obtained through a combination of bank
financing, the issuance of subordinated notes and the purchase by Mafco of
equity in the recapitalized Company. This transaction, which is subject to
certain conditions, including stockholder approval, is expected to be completed
in the second quarter of 1998.
In February of 1998, PX Escrow Corp., an indirect wholly owned subsidiary
of Mafco, issued 9 5/8% senior subordinated discount notes (the Notes) due in
2006 for gross proceeds of $150.0 million. Upon consummation of the Proposed
Recapitalization, the net proceeds from such offering will be transferred to the
Company and the obligations of PX Escrow Corp. under the Notes will be assumed
by Panavision. At that time, Panavision will also enter into a new credit
agreement with a group of banks. If the Proposed Recapitalization is not
completed, all obligations under the Notes will remain with PX Escrow Corp.
In connection with the Proposed Recapitalization, the Company will
recognize the following charges in the period in which the recapitalization
transaction closes: approximately $29.3 million relating to the cash settlement
of unexercised stock options, approximately $17.5 million relating to the
purchase by the Company of shares acquired through the exercise of certain stock
options, approximately $6.0 million relating to transaction expenses,
approximately $2.3 million related to the increase in the valuation allowance on
deferred tax assets and an extraordinary charge of approximately $1.8 million
relating to the write-off of deferred financing costs relating to the repayment
of borrowings under Panavision's existing credit agreement.
9
<PAGE>
PANAVISION, INC.
Results of Operations
Quarter Ended March 31, 1998 Compared to Quarter Ended March 31, 1997
Camera rental revenue increased $9.4 million, or 45.0%, to $30.3
million for the quarter ended March 31, 1998 from $20.9 million for the
quarter ended March 31, 1997. 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 $7.8 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.
Lighting rental revenue decreased $0.1 million, or 2.0%, to $5.0
million for the quarter ended March 31, 1998 from $5.1 million for the
quarter ended March 31, 1997. This decrease was primarily due to
decreased lighting rental revenue at Lee Lighting in the U.K. of $0.7
million, offset by an increase in lighting rental revenue of $0.5 million
which resulted primarily from the FSG Acquisition in June 1997 and an
increase of $0.1 million in lighting rental revenue at Panavision Canada.
Sales and other revenue increased $2.8 million, or 54.9%, to $7.9
million for the quarter ended March 31, 1998 from $5.1 million for the
quarter ended March 31, 1997. This increase was due to the FSG
Acquisition, which resulted in increased sales and other revenue of $2.8
million.
Cost of camera rental increased $5.3 million, or 58.9%, to $14.3
million for the quarter ended March 31, 1998 from $9.0 million for the
quarter ended March 31, 1997. This increase was primarily due to the FSG
Acquisition in June 1997 of which $1.8 million related to increased
depreciation of camera rental equipment.
Cost of lighting rental increased $0.5 million, or 12.2%, to $4.6
million for the quarter ended March 31, 1998 from $4.1 million for the
quarter ended March 31, 1997. This increase was due to the FSG
Acquisition in June 1997 of which $0.2 million related to increased
depreciation of lighting rental equipment.
Cost of sales and other increased $2.5 million, or 92.6%, to $5.2
million for the quarter ended March 31, 1998 from $2.7 million for the
quarter ended March 31, 1997. This increase was primarily due to the FSG
Acquisition in June 1997, which resulted in increased cost of sales and
other revenue of $2.1 million and other small increases in cost of sales
and other revenue across the other operations.
Selling, general and administrative expenses increased $5.4 million,
or 66.7%, to $13.5 million for the quarter ended March 31, 1998 from $8.1
million for the quarter ended March 31, 1997. This increase was primarily
due to the FSG Acquisition in June 1997, which resulted in increased
selling, general and administrative expenses of $4.5 million. The
remaining increase was due to small increases in operating and personnel
costs throughout the Company.
Research and development expenses decreased $0.2 million, or 15.4%,
to $1.1 million for the quarter ended March 31, 1998 from $1.3 million
for the quarter ended March 31, 1997. This decrease was primarily due to
a change in timing of material costs for the projects within the first
quarter.
Net interest expense increased $1.2 million to $2.1 million for the
quarter ended March 31, 1998 from $0.9 million for the quarter ended
March 31, 1997. The increase was due to the additional borrowings
incurred in June 1997 relative to the FSG Acquisition.
Net other income increased $1.1 million to $1.3 million for the
quarter ended March 31, 1998 from net other income of $0.2 million for
the quarter ended March 31, 1997. The increase was primarily due to the
net gain on disposal from the sale of two buildings in the U.K. of $0.8
million and the gain on foreign exchange of $0.3 million.
Income before income taxes decreased $1.6 million, or 30.8%, to $3.6
million for the quarter ended March 31, 1998 from $5.2 million for the
quarter ended March 31, 1997. The decrease was primarily due to the
factors discussed above.
The effective tax rate for the quarters ended March 31, 1998 and
March 31, 1997 was 32.0%.
10
<PAGE>
PANAVISION INC.
Net income decreased $1.0 million, or 28.6%, to $2.5 million for the
quarter ended March 31, 1998 from $3.5 million for the quarter ended
March 31, 1997.
Liquidity and Capital Resources
The following table sets forth certain information from the
Company's Condensed Consolidated Statements of Cash Flows for the periods
indicated (in thousands):
Three Months
Ended March 31,
------------------------------
1998 1997
--------------- -------------
Net cash provided by (used in):
Operating activities ............... 7,168 9,529
Investing activities ............... (11,440) (11,860)
Financing activities ............... (931) (6,500)
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 quarter ended March 31, 1998, cash provided by operating
activities was $7.2 million. Net income of $2.5 million, adjusted for
depreciation and amortization of $7.5 million, provided $10.0 million,
which was decreased by $2.8 million from the net change in non-cash
working capital and miscellaneous items. Total investing activities of
$11.4 million were comprised of capital expenditures of $15.6 million,
offset by $4.2 million of proceeds received from the disposition of
fixed assets. The majority of the capital expenditures were used to
manufacture camera rental systems. Cash used in financing activities of
$0.9 million was used as a reduction of outstanding borrowings of $3.9
million offset by a contribution from Warburg, Pincus of $3.0 million.
For the quarter ended March 31, 1997, cash provided by operating
activities was $9.5 million. Net income of $3.5 million, adjusted for
depreciation and amortization of $5.2 million, provided $8.7 million,
which was increased by $0.8 million from the net change in non-cash
working capital and miscellaneous items. Total investing activities of
$11.9 million were comprised of capital expenditures of $12.2 million,
offset by $0.3 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.
Cash used in financing activities of $6.5 million was used to reduce
outstanding borrowings.
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. However, following the
successful completion of the Proposed Recapitalization, the Company will
become highly leveraged which will likely have a significant impact on its
future liquidity. For additional information on the Proposed Recapitalization
transaction also see the Company's 1997 Annual Report on Form 10-K and the
1998 Proxy Statement.
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 through its domestic and international owned and
operated facilities and agent network.
11
<PAGE>
PART II
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
First Amendment to Voting and Stockholders Agreement,
dated March 16, 1998, by and among Warburg Pincus
Capital Company, L.P., Panavision Inc. and Mafco
Holdings Inc. incorporated herein by reference from
the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on March 19,
1998 as exhibit 10.1.
27. Financial Data Schedule.
(b) During the first quarter of 1998, the Company filed
current reports on Form 8-K as follows:
(1) Current Report on Form 8-K dated January 27, 1998,
and filed with the Securities and Exchange Commission
on January 29, 1998, to file required pro forma
financial statements, financial statements of
businesses acquired and exhibits as these items relate
to the transactions contemplated by the Agreement of
Recapitalization and Merger, dated December 18, 1997.
(2) Current Report on Form 8-K/A filed March 19, 1998, to
update pro forma information filed with the Securities
and Exchange Commission on the Company's Current Report
on Form 8-K, dated January 27, 1998.
(3) Current Report on Form 8-K dated March 16, 1998, and
filed with the Securities and Exchange Commission on
March 19, 1998, to file the First Amendment to the
Voting and Stockholders Agreement, among Warburg Pincus
Capital Company, L.P., the Company, and Mafco Holdings
Inc. The Voting and Stockholders Agreement has previously
been filed with the Securities and Exchange Commission
as an exhibit to the Company's Current Report on Form
8-K, dated December 18, 1997.
12
<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.
PANAVISION INC.
Date: May 14, 1998 By: /s/ WILLIAM C. SCOTT
------------------------- ------------------------------------
William C. Scott
Chairman of the Board
and Chief Executive Officer
Date: May 14, 1998 By: /s/ JEFFREY J. MARCKETTA
------------------------- ------------------------------------
Jeffrey J. Marcketta
Executive Vice President
and Chief Financial Officer
13
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