<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, 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 November 11, 1998, there were 8,055,619 shares of Panavision Inc.
Common Stock outstanding.
================================================================================
<PAGE>
PANAVISION INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1998
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Statements of Operations.......................3
Condensed Consolidated Balance Sheets.................................4
Condensed Consolidated Statements of Cash Flows.......................5
Notes to Condensed Consolidated Financial Statements..................6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................13
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K.....................................20
SIGNATURES....................................................................21
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 OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Third Quarter Ended Nine Months Ended
September 30, September 30,
--------------------- -------------------------
1998 1997 1998 1997
------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Camera rental...................................... $34,054 $ 37,030 $ 93,765 $ 81,168
Lighting rental.................................... 7,341 9,535 19,601 22,301
Sales and other.................................... 9,286 9,275 26,424 21,215
------- ----------- ----------- -----------
Total rental revenue and sales..................... 50,681 55,840 139,790 124,684
Cost of camera rental.............................. 15,633 15,782 44,982 36,124
Cost of lighting rental............................ 5,261 6,551 15,516 16,005
Cost of sales and other............................ 5,509 4,960 16,244 11,602
------- ----------- ----------- -----------
Gross margin....................................... 24,278 28,547 63,048 60,953
Selling, general and administrative expenses....... 12,996 13,971 40,066 32,442
Research and development expenses.................. 1,318 1,084 3,595 3,756
Charges in connection with the Panavision
Recapitalization (see Note 2) .................. -- -- 58,726 --
------- ----------- ----------- -----------
Operating income (loss)............................ 9,964 13,492 (39,339) 24,755
Interest income.................................... 163 158 3,103 303
Interest expense................................... (10,057) (2,317) (21,335) (4,566)
Foreign exchange gain (loss)....................... 567 (40) 777 (157)
Other, net......................................... (79) (151) 1,466 196
------- ----------- ----------- -----------
Income (loss) before income taxes.................. 558 11,142 (55,328) 20,531
Income tax (provision) benefit..................... (1,289) (3,565) 512 (6,570)
------- ----------- ----------- -----------
Net income (loss).................................. $ (731) $ 7,577 $ (54,816) $ 13,961
======= =========== =========== ===========
Basic earnings (loss) per share.................... $ (.09) $ .42 $ (3.85) $ .77
======= =========== =========== ===========
Diluted earnings (loss) per share.................. $ (.09) $ .39 $ (3.85) $ .72
======= =========== =========== ===========
Shares used in computation - Basic................. 8,056 18,155 14,229 18,155
Shares used in computation - Diluted............... 8,056 19,374 14,229 19,348
</TABLE>
See accompanying notes.
3
<PAGE>
PANAVISION INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value data)
<TABLE>
<CAPTION>
September 30, 1998 December 31, 1997
------------------ -----------------
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents............................. $ 6,740 $ 11,020
Accounts receivable
(net of allowance of $3,729 and $3,959)............. 31,210 25,645
Inventories........................................... 9,770 8,540
Prepaid expenses...................................... 4,525 2,968
Notes receivable from officers and key employees...... -- 7,115
Income tax receivable................................. 694 3,423
Other current assets.................................. 1,998 2,566
------------------ -----------------
Total current assets..................................... 54,937 61,277
Property, plant and equipment, net....................... 213,851 199,038
Deferred tax assets...................................... -- 2,329
Goodwill................................................. 9,394 9,859
Other.................................................... 13,733 9,434
------------------ -----------------
Total assets............................................. $ 291,915 $ 281,937
================== =================
Liabilities and Stockholders' Equity (Deficiency)
Current liabilities:
Accounts payable...................................... $ 8,045 $ 9,819
Accrued liabilities................................... 22,711 23,745
Deferred tax liabilities.............................. -- 5,387
Current maturities of long-term debt.................. 3,261 5,383
------------------ -----------------
Total current liabilities................................ 34,017 44,334
Long-term debt........................................... 461,976 119,999
Deferred tax liabilities................................. 7,366 6,217
Other liabilities........................................ 1,789 1,943
Commitments and Contingencies
Stockholders' equity (deficiency):
Preferred stock, $.01 par value; 2,000 shares
authorized; no shares issued and outstanding........ -- --
Common stock, $.01 par value; 50,000 shares
authorized; 8,056 shares issued and outstanding
at September 30, 1998, and 18,929 issued and
outstanding at December 31, 1997.................... 81 189
Additional paid-in capital............................ 168,032 77,053
Retained earnings (accumulated deficit)............... (378,959) 34,463
Foreign currency translation adjustment............... (2,387) (2,261)
------------------ -----------------
Total stockholders' equity (deficiency)............. (213,233) 109,444
------------------ -----------------
Total liabilities and stockholders' equity (deficiency).. $ 291,915 $ 281,937
================== =================
</TABLE>
See accompanying notes.
4
<PAGE>
PANAVISION INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-----------------------------------------
1998 1997
---------------- ------------------
<S> <C> <C>
Operating activities
Net income (loss)............................................. $ (54,816) $ 13,961
Adjustments to derive net cash provided by operating
activities:
Depreciation and amortization............................ 23,395 19,318
Gain on sale of property and equipment................... (1,968) (653)
Amortization of discount on subordinated notes........... 9,332 --
Charges in connection with the Panavision
Recapitalization (see Note 2).......................... 58,726 --
Changes in operating assets and liabilities net of
the effect of acquisitions:
Accounts receivable.................................... (5,565) 934
Inventories............................................ (1,230) (393)
Prepaid expenses and other current assets.............. 1,740 (32)
Accounts payable....................................... (1,774) 530
Accrued liabilities.................................... (2,333) 2,086
Other, net............................................... 1,352 (1,252)
---------------- --------------
Net cash provided by operating activities..................... 26,859 34,499
Investing activities
Business acquisitions......................................... -- (59,773)
Capital expenditures.......................................... (40,511) (36,444)
Proceeds from dispositions of fixed assets.................... 5,487 1,013
---------------- -------------
Net cash used in investing activities......................... (35,024) (95,204)
Financing activities
Borrowings under notes payable and credit agreement........... 463,248 68,273
Repayments of notes payable and credit agreement.............. (132,618) (7,271)
Contribution from Mafco....................................... 154,377 --
Contribution from Warburg, Pincus............................. 3,041 --
Redemption and retirement of stock and stock options.......... (480,473) --
Deferred financing costs...................................... (10,583) (865)
Notes receivable from officers and key employees.............. 7,115 --
---------------- -------------
Net cash provided by financing activities..................... 4,107 60,137
Effect of exchange rate changes on cash....................... (222) (176)
---------------- --------------
Net increase (decrease) in cash and cash equivalents.......... (4,280) (744)
Cash and cash equivalents at beginning of period.............. 11,020 10,629
---------------- -------------
Cash and cash equivalents at end of period.................... $ 6,740 $ 9,885
=============== =============
Supplemental cash flow information
Interest paid during the period............................... $ 10,821 $ 4,161
Income taxes paid during the period........................... $ 1,793 $ 1,919
</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.
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.
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.
2. The Panavision Recapitalization
On June 4, 1998, as contemplated by (i) an Agreement of Recapitalization
and Merger, dated as of December 18, 1997 (the "Recapitalization Agreement"), by
and among PX Holding Corporation ("PX Holding"), PX Merger Corporation (the
"Merger Sub") and Panavision Inc. (the "Company"), and (ii) an Amended and
Restated Voting and Stockholders Agreement, dated as of April 16, 1998 (the
"Stockholders Agreement"), by and among Warburg Pincus Capital Company, L.P., a
Delaware limited partnership ("Warburg"), the Company and Mafco Holdings Inc.
("Mafco"), a Delaware corporation, the Company consummated a merger whereby
Merger Sub was merged with and into the Company (the "Merger"), with the Company
remaining as the surviving corporation.
Immediately prior to the consummation of the Merger, PX Holding purchased
5,784,199 shares of the Company's common stock, par value $.01 per share
("Panavision Common Stock"), from the Company at a purchase price of $26.69 per
share, or $154.4 million (the "PX Stock Purchase").
In connection with the Merger, holders of in excess of 88% of the shares of
Panavsion Common Stock held by shareholders other than Warburg elected to
receive cash for their shares. As a result of the Merger, (i) 5,466,142 shares
of Panavision Common Stock were exchanged for $27.00 per share, or $147.6
million, and (ii) 745,380 shares of Panavision Common Stock were retained by
holders either through election or proration. In addition, as part of the
recapitalization of the Company, Warburg exchanged 88% or 11,190,960 shares, of
the shares of Panavision Common Stock it beneficially owns for Series A
redeemable preferred stock of the Company, which was redeemed immediately after
consummation of the Merger at a price equivalent to $26.50 per share of
Panavision Common Stock.
In addition, pursuant to the Stockholders Agreement, Warburg granted to
Mafco an option to purchase at $30.00 per share of Panavision Common Stock, and
Mafco granted to Warburg an option to sell at $25.00 per share of Panavision
Common Stock, the 1,526,040 Warburg shares not exchanged for
6
<PAGE>
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. The Panavision Recapitalization (Continued)
redeemable preferred stock as described above. Each such option is exercisable
in whole, but not in part, during the period beginning one year, and ending two
years, following consummation of the Merger. If Mafco acquired the remaining
1,526,040 shares of Panavision Common Stock upon the exercise by either Warburg
or it of the option described above, then, assuming no changes in the number of
shares of Panavision Common Stock outstanding prior to the date of such
exercise, Mafco would then beneficially own 91% of the shares of Panavision
Common Stock outstanding.
In connection with the Merger, the Company entered into a new credit
agreement with The Chase Manhattan Bank for a maximum commitment amount of $340
million (the "New Credit Agreement"). In addition, the Company assumed the
obligations of PX Escrow Corp. ("PX Escrow"), a wholly owned subsidiary of PX
Holding, under the 9 5/8% Senior Subordinated Discount Notes due 2006 (the
"Notes") issued by PX Escrow for gross proceeds of $150 million in an offering
which was exempt from registration under the Securities Act of 1933, as amended.
The Company has used the net proceeds from the PX Stock Purchase, borrowings
under the New Credit Agreement and the net proceeds from the issuance of the
Notes to retire existing indebtedness, fund the payment of the cash
consideration and the fees and expenses in connection with the Merger and to
provide working capital for the Company.
As a result of the Merger, PX Holding, a wholly owned subsidiary of Mafco,
the sole stockholder of which is Ronald O. Perelman, has acquired an
approximately 72% controlling interest in the Company. Warburg now owns
approximately 19% and other stockholders own approximately 9% of Panavision
Common Stock.
The Merger has been accounted for as a leveraged recapitalization as there
has been a significant continuation of stockholder ownership.
In connection with the Panavision Recapitalization transaction, the Company
recorded a compensation charge of $48.6 million of which $19.0 million related
to the purchase of shares exercised by management and $29.6 million related to
the cash settlement of options. The Company also recorded $10.1 million of
transaction expense related to the Panavision Recapitalization.
3. Inventories
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
September 30, 1998 December 31, 1997
---------------------- -----------------------
<S> <C> <C>
Finished goods....................... $ 4,777 $ 3,983
Work-in-process...................... 214 153
Component parts...................... 1,747 1,607
Supplies............................. 3,032 2,797
---------------------- -----------------------
$ 9,770 $ 8,540
====================== =======================
</TABLE>
7
<PAGE>
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
4. Long-Term Debt
Long-term debt consists of the following (in thousands):
<TABLE>
<CAPTION>
September 30, 1998 December 31, 1997
--------------------- -----------------------
<S> <C> <C>
Long-term debt, including current maturities:
Old Credit Agreement:
Revolving Facility............................ $ -- $ 29,500
Term Facility................................. -- 60,000
New Credit Agreement:
Revolving Facility............................ 65,000 --
Term Facility................................. 240,000 --
9 5/8% Senior Subordinated Discount Notes
Due 2006...................................... 159,332 -
Other............................................. 905 35,882
-------------------- ----------------------
Total long-term debt, including current maturities..... $ 465,237 $ 125,382
==================== ======================
</TABLE>
The New Credit Agreement is comprised of two facilities, the Term Facility
and the Revolving Facility. The Term Facility has two tranches: the Tranche A
Term Facility is a 6-year facility in an aggregate principal amount equal to
$90.0 million and the Tranche B Term Facility is a 7-year facility in an
aggregate principal amount of $150.0 million. The Revolving Facility is a 6-year
facility in an aggregate principal amount of $100.0 million.
The Tranche A Term Facility is repayable in quarterly installments in an
aggregate principal amount for each year following the Closing Date (as defined
in the New Credit Agreement) (commencing with the second year following the
Closing Date) as follows: $5.0 million; $10.0 million; $20.0 million; $25.0
million; and $30.0 million. The Tranche B Term Facility is repayable in
quarterly installments in an aggregate principal amount for each year following
the Closing Date (commencing with the second year following the Closing Date) as
follows: $1.0 million for years 2 through 5; $21.0 million for year 6; and
$125.0 million for year 7.
Borrowings under the New Credit Agreement bear interest at a rate per annum
equal to the Alternate Base Rate (as defined in the New Credit Agreement) or the
Eurodollar Rate (as defined in the New Credit Agreement) plus, in each case, a
margin that will be based on the performance of the Company at agreed upon
levels. The initial margin on loans under the Revolving Facility and the Tranche
A Term Facility is 2.75% for Eurodollar Loans (as defined in the New Credit
Agreement) and 1.25% for ABR Loans (as defined in the New Credit Agreement). The
initial margin on loans under the Tranche B Term Facility is 3.00% for
Eurodollar Loans and 1.50% for ABR Loans. The Company may select interest
periods of one, two, three or six months for Eurodollar Loans. At any time when
the Company is in default in the payment of any amount of principal due under
the New Credit Agreement, such amount shall bear interest at 2% above the rate
otherwise applicable. Overdue interest, fees and other amounts shall bear
interest at 2% above the rate applicable to ABR Loans.
8
<PAGE>
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
4. Long-Term Debt (Continued)
The Company's obligations under the New Credit Agreement are secured by
substantially all of the Company's assets. The New 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 Notes, which have a principal amount at maturity of $217.9 million,
were issued at a discount representing a yield to maturity of 9 5/8%. Except as
described below, there will be no periodic payments or interest on the Notes
through February 1, 2002. Thereafter, the Notes will bear interest at a rate of
9 5/8% per annum, payable semi-annually February 1 and August 1 of each year,
commencing August 1, 2002.
On October 8, 1998, the Company filed a registration statement under the
Securities Act of 1933, as amended, related to an offer to exchange (the
"Exchange Offer") the Notes for a like principal amount of notes (the "New
Notes") with substantially identical terms. The Exchange Offer will be
consummated on November 13, 1998.
Long-term debt as of December 31, 1997 represents borrowings under the
Company's Old Credit Agreement which was repaid as part of the June 4, 1998
Panavision Recapitalization. In conjunction with the repayment, the Company
recorded a non-cash charge of $1.7 million to write off unamortized deferred
financing costs related to the Old Credit Agreement.
5. 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.
9
<PAGE>
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
6. Earnings (Loss) 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 (loss) per share (in thousands, except per share information):
<TABLE>
<CAPTION>
Third Quarter Ended Nine Months Ended
September 30, September 30,
------------------ --------------------
1998 1997 1998 1997
--------- ------- --------- ----------
<S> <C> <C> <C> <C>
Numerator for basic and diluted earnings
(loss) per share-net income (loss)...... $ (731) $ 7,577 $(54,816) $ 13,961
---------- ------- --------- -----------
Denominator:
Denominator for basic earnings (loss)
per share-weighted-average shares.. 8,056 18,155 14,229 18,155
Effect of dilutive securities-
employee stock options.............. -- 1,219 -- 1,193
---------- ------- --------- -----------
Denominator for diluted earnings (loss)
per share-adjusted weighted- 8,056 19,374 14,229 19,348
average shares......................
Basic earnings (loss) per share............ $ (.09) $ .42 $ (3.85) $ .77
========== ======= ========= ============
Diluted earnings (loss) per share.......... $ (.09) $ .39 $ (3.85) $ .72
========== ======= ========= ============
</TABLE>
10
<PAGE>
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
7. Comprehensive Income (Loss)
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 loss or stockholders' deficiency. SFAS 130 requires unrealized
gains or losses on available-for-sale securities and foreign currency
translation adjustments, which prior to adoption were reported separately in
stockholders' equity, to be included in other comprehensive income.
For the quarter ended September 30, 1998 and 1997 comprehensive income
amounted to $172,000 and $6,326,000, respectively. For the nine months ended
September 30, 1998 and 1997 comprehensive income (loss) amounted to
$(54,942,000) and $11,957,000, respectively. The difference between net income
(loss) and comprehensive income (loss) relates to the Company's change in
foreign currency translation adjustments.
8. 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.
9. Business Combination
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
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.
11
<PAGE>
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
9. Business Combination (Continued)
Unaudited pro forma revenue, assuming the acquisition of FSG had been
consummated on January 1, 1997, would have increased by $25.9 million for the
nine months ended September 30, 1997 and unaudited pro forma net income and
diluted earnings per share would have decreased by $0.2 million and $0.01,
respectively, for the nine months ended September 30, 1997, had the acquisition
occurred at the beginning of 1997. The pro forma 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.
12
<PAGE>
PANAVISION INC.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The Panavision Recapitalization
On June 4, 1998, as contemplated by (i) an Agreement of Recapitalization
and Merger, dated as of December 18, 1997 (the "Recapitalization Agreement"), by
and among PX Holding Corporation ("PX Holding"), PX Merger Corporation (the
"Merger Sub") and Panavision Inc. (the "Company"), and (ii) an Amended and
Restated Voting and Stockholders Agreement, dated as of April 16, 1998 (the
"Stockholders Agreement"), by and among Warburg Pincus Capital Company, L.P., a
Delaware limited partnership ("Warburg"), the Company and Mafco Holdings Inc.
("Mafco"), a Delaware corporation, the Company consummated a merger whereby
Merger Sub was merged with and into the Company (the "Merger"), with the Company
remaining as the surviving corporation.
Immediately prior to the consummation of the Merger, PX Holding purchased
5,784,199 shares of the Company's common stock, par value $.01 per share
("Panavision Common Stock"), from the Company at a purchase price of $26.69 per
share, or $154.4 million (the "PX Stock Purchase").
In connection with the Merger, holders of in excess of 88% of the shares of
Panavision Common Stock held by shareholders other than Warburg elected to
receive cash for their shares. As a result of the Merger, (i) 5,466,142 shares
of Panavision Common Stock were exchanged for $27.00 per share, or $147.6
million, and (ii) 745,380 shares of Panavision Common Stock were retained by
holders either through election or proration. In addition, as part of the
recapitalization of the Company, Warburg exchanged 88% or 11,190,960 shares, of
the shares of Panavision Common Stock it beneficially owns for Series A
redeemable preferred stock of the Company, which was redeemed immediately after
consummation of the Merger at a price equivalent to $26.50 per share of
Panavision Common Stock.
In addition, pursuant to the Stockholders Agreement, Warburg granted to
Mafco an option to purchase at $30.00 per share of Panavision Common Stock, and
Mafco granted to Warburg an option to sell at $25.00 per share of Panavision
Common Stock, the 1,526,040 Warburg shares not exchanged for redeemable
preferred stock as described above. Each such option is exercisable in whole,
but not in part, during the period beginning one year, and ending two years,
following consummation of the Merger. If Mafco acquired the remaining 1,526,040
shares of Panavision Common Stock upon the exercise by either Warburg or it of
the option described above, then, assuming no changes in the number of shares of
Panavision Common Stock outstanding prior to the date of such exercise, Mafco
would then beneficially own 91% of the shares of Panavision Common Stock
outstanding.
In connection with the Merger, the Company entered into a new credit
agreement with The Chase Manhattan Bank for a maximum commitment amount of $340
million (the "New Credit Agreement"). In addition, the Company assumed the
obligations of PX Escrow Corp. ("PX Escrow"), a wholly owned subsidiary of PX
Holding, under the 9 5/8% Senior Subordinated Discount Notes due 2006 (the
"Notes") issued by PX Escrow for gross proceeds of $150 million in an offering
which was exempt from registration under the Securities Act of 1933 as amended.
The Company has used the net proceeds from the PX Stock Purchase, borrowings
under the New Credit Agreement and the net proceeds from the issuance of the
Notes to retire existing indebtedness, fund the payment of the cash
consideration and the fees and expenses in connection with the Merger and to
provide working capital for the Company.
As a result of the Merger, PX Holding, a wholly owned subsidiary of Mafco,
the sole stockholder of which is Ronald O. Perelman, has acquired an
approximately 72% controlling interest in the Company. Warburg now owns
approximately 19% and other stockholders own approximately 9% of Panavision
Common Stock.
13
<PAGE>
PANAVISION INC.
The Merger has been accounted for as a leveraged recapitalization as there
has been a significant continuation of stockholder ownership.
Results of Operations
Quarter Ended September 30, 1998 Compared to Quarter Ended September 30, 1997
Camera rental revenue decreased $2.9 million, or 7.8%, to $34.1 million for
the quarter ended September 30, 1998 from $37.0 million for the quarter ended
September 30, 1997. This decrease resulted primarily from a decrease in feature
film and commercial production activity in the U.K. and Los Angeles markets
which resulted in decreased camera rental revenue of $2.9 million and $1.3
million respectively, partially offset by increased camera rental revenue at
Panavision Australia of $0.5 million, in the central southeast United States of
$0.3 million and the Panavision agents of $0.3 million.
Lighting rental revenue decreased $2.2 million, or 23.2%, to $7.3 million
for the quarter ended September 30, 1998 from $9.5 million for the quarter ended
September 30, 1997. This decrease was due to lower lighting rental revenue at
Lee Lighting in the U.K. of $1.9 million based upon a decrease in feature film
production activity in the UK, and slight reductions at Panavision Florida and
Panavision Canada.
Sales and other revenue remained constant at $9.3 million for the quarter
ended September 30, 1998 from $9.3 million for the quarter ended September 30,
1997.
Cost of camera rental decreased $0.2 million, or 1.3%, to $15.6 million for
the quarter ended September 30, 1998 from $15.8 million for the quarter ended
September 30, 1997. This decrease was primarily due to a reduction in cost of
camera rental at Panavision U.K. of $0.7 million which was directly related to
the lower camera rental revenue for features in the UK, offset by slight
increases in cost of camera rental at Panavision Woodland Hills and Panavision
Canada.
Cost of lighting rental decreased $1.3 million, or 19.7%, to $5.3 million
for the quarter ended September 30, 1998 from $6.6 million for the quarter ended
September 30, 1997. This decrease was primarily due to a reduction in cost of
lighting rental at Lee Lighting in the U.K. of $0.9 million which was directly
related to the lower lighting rental revenue for features in the UK and in the
central southeast United States of $0.4 million.
Cost of sales and other increased $0.5 million, or 10.0%, to $5.5 million
for the quarter ended September 30, 1998 from $5.0 million for the quarter ended
September 30, 1997. This increase was primarily due to an increase in cost of
sales and other at Panavision Australia of $0.4 million which was due to the
addition of a small audio sales unit. The remaining increase was due to an
increase in cost of sales and other for the combined Lee Filters operations.
Selling, general and administrative expenses decreased $1.0 million, or
7.1%, to $13.0 million for the quarter ended September 30, 1998 from $14.0
million for the quarter ended September 30, 1997. This decrease was primarily
due to cost reductions of $1.0 million realized after the rationalization of the
businesses acquired through the FSG Acquisition.
Research and development expenses increased $0.2 million, or 18.2%, to $1.3
million for the quarter ended September 30, 1998 from $1.1 million for the
quarter ended September 30, 1997. This increase was primarily due to a change in
timing of material costs for the projects within the quarter.
Net interest expense increased $7.7 million to $9.9 million for the quarter
ended September 30, 1998 from $2.2 million for the quarter ended September 30,
1997. The increase was due to additional borrowings under the New Credit
Agreement and the Notes related to the Panavision Recapitalization.
14
<PAGE>
PANAVISION INC.
Net other income and foreign exchange (gain)/loss increased $0.7 million to
a $0.5 million gain for the quarter ended September 30, 1998 from a $0.2 million
loss for the quarter ended September 30, 1997. The increase was primarily due to
gains from foreign exchange.
Income before income taxes decreased $10.5 million to $0.6 million for the
quarter ended September 30, 1998 from $11.1 million for the quarter ended
September 30, 1997, primarily due to the factors discussed above.
The effective tax rate for the quarters ended September 30, 1998 and
September 30, 1997 was 231.0% and 32.0%, respectively.
Net loss of $(0.7) million for the quarter ended September 30, 1998
decreased from net income of $7.6 million for the quarter ended September 30,
1997, primarily due to the factors discussed above.
Nine Months Ended September 30, 1998 Compared to Nine Months Ended September 30,
1997
Camera rental revenue increased $12.6 million, or 15.5%, to $93.8 million
for the nine months ended September 30, 1998 from $81.2 million for the nine
months ended September 30, 1997. This increase was primarily due to the FSG
Acquisition in June 1997, which resulted in increased camera rental revenue of
$14.3 million offset by reduced camera rental revenue at Panavision U.K. of $3.0
million. Camera rental revenue also increased at Panavision Canada by $0.8
million and at Panavision Australia by $0.5 million.
Lighting rental revenue decreased $2.7 million, or 12.1%, to $19.6 million
for the nine months ended September 30, 1998 from $22.3 million for the nine
months ended September 30, 1997. The decrease was primarily due to decreased
lighting rental revenue at Lee Lighting in the U.K. of $2.7 million, Panavision
Canada of $0.4 million and Panavision Florida of $0.4 million, offset by an
increase in lighting rental revenue of $0.8 million which resulted from the FSG
Acquisition in June 1997.
Sales and other revenue increased $5.2 million, or 24.5%, to $26.4 million
for the nine months ended September 30, 1998 from $21.2 million for the nine
months ended September 30, 1997. This increase was primarily due to the FSG
Acquisition in June 1997, which resulted in increased sales and other revenue of
$4.8 million, and increased sales and other revenue at Panavision Australia of
$0.5 million, and other small increases throughout the Company, offset by a
decrease in sales and other revenue at the Lee Filters operations of $0.5
million.
Cost of camera rental increased $8.9 million, or 24.7%, to $45.0 million
for the nine months ended September 30, 1998 from $36.1 million for the nine
months ended September 30, 1997. This increase was primarily due to the FSG
Acquisition in June 1997 which resulted in increased cost of camera rental of
$6.6 million, increased cost of camera rental at Panavision U.K. of $0.8 million
and an increase in depreciation cost of $1.5 million related to the addition of
newly manufactured equipment. The increase in cost of camera rental at
Panavision U.K. was due to the combination of Samuelson Film Services and Cine
Europe (previously FSG operations) with the Panavision U.K. operation.
Cost of lighting rental decreased $0.5 million, or 3.1%, to $15.5 million
for the nine months ended September 30, 1998 from $16.0 million for the nine
months ended September 30, 1997. This decrease was due to decreased cost of
lighting rental at Lee Lighting in the U.K. of $1.1 million, offset by an
increase in cost of lighting rental due to the FSG Acquisition in June 1997,
which resulted in increased cost of lighting rental of $0.7 million.
Cost of sales and other increased $4.6 million, or 39.7%, to $16.2 million
for the nine months ended September 30, 1998 from $11.6 million for the nine
months ended September 30, 1997. This increase was primarily due to the FSG
Acquisition in June 1997, which resulted in increased cost of sales and other of
15
<PAGE>
PANAVISION INC.
$3.1 million and increased cost of sales and other of $1.0 million at Panavision
U.K., and other slight increases at the Lee Filters operations and Panavision
Australia.
Selling, general and administrative expenses increased $7.7 million, or
23.8%, to $40.1 million for the nine months ended September 30, 1998 from $32.4
million for the nine months ended September 30, 1997. This increase was
primarily due to the FSG Acquisition in June 1997, which resulted in increased
selling, general and administrative expenses of $6.7 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 5.3%, to $3.6
million for the nine months ended September 30, 1998 from $3.8 million for the
nine months ended September 30, 1997. This decrease was primarily due to timing
differences between the first nine months of 1998 as compared to the first nine
months of 1997 related to materials for research and development projects.
Charges in connection with the Panavision Recapitalization of $58.7 million
consist of a compensation charge of $48.6 million and a transaction expense
charge of $10.1 million for the nine months ended September 30, 1998. The
compensation charge resulted from the retirement of options and purchase of
converted stock held by Directors, Officers and other key management required
upon consummation of the Panavision Recapitalization.
Net interest expense increased $13.9 million to $18.2 million for the nine
months ended September 30, 1998 from $4.3 million for the nine months ended
September 30, 1997. The increase is due to the increased borrowings under the
New Credit Agreement and the interest on the Notes related to the Panavision
Recapitalization.
Net other income and foreign exchange gain (loss) increased $2.2 million to
$2.2 million for the nine months ended September 30, 1998 from $0.0 million for
the nine months ended September 30, 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,
the disposal of equipment in the ordinary course of business and foreign
exchange gain of $0.8 million.
Loss before income taxes of $55.3 million for the nine months ended
September 30, 1998 decreased from income before income taxes of $20.5 million
for the nine months ended September 30, 1997, primarily due to the factors
discussed above.
The effective tax rate for the nine months ended September 30, 1998 and
September 30, 1997 was 0.9% and 32.0%, respectively.
Net loss of $54.8 million for the nine months ended September 30, 1998
decreased from net income of $14.0 million for the nine months ended September
30, 1997, primarily due to the factors discussed above.
16
<PAGE>
PANAVISION INC.
Liquidity and Capital Resources
The New Credit Agreement is comprised of two facilities, the Term Facility
and the Revolving Facility. The Term Facility has two tranches: the Tranche A
Term Facility is a 6-year facility in an aggregate principal amount equal to
$90.0 million and the Tranche B Term Facility is a 7-year facility in an
aggregate principal amount of $150.0 million. The Revolving Facility is a 6-year
facility in an aggregate principal amount of $100.0 million.
The Tranche A Term Facility is repayable in quarterly installments in an
aggregate principal amount for each year following the Closing Date (as defined
in the New Credit Agreement) (commencing with the second year following the
Closing Date) as follows: $5.0 million; $10.0 million; $20.0 million; $25.0
million; and $30.0 million. The Tranche B Term Facility is repayable in
quarterly installments in an aggregate principal amount for each year following
the Closing Date (commencing with the second year following the Closing Date) as
follows: $1.0 million for years 2 through 5; $21.0 million for year 6; and
$125.0 million for year 7.
Borrowings under the New Credit Agreement bear interest at a rate per annum
equal to the Alternate Base Rate (as defined in the New Credit Agreement) or the
Eurodollar Rate (as defined in the New Credit Agreement) plus, in each case, a
margin that will be based on the performance of the Company at agreed upon
levels. The initial margin on loans under the Revolving Facility and the Tranche
A Term Facility is 2.75% for Eurodollar Loans (as defined in the New Credit
Agreement) and 1.25% for ABR Loans (as defined in the New Credit Agreement). The
initial margin on loans under the Tranche B Term Facility is 3.00% for
Eurodollar Loans and 1.50% for ABR Loans. The Company may select interest
periods of one, two, three or six months for Eurodollar Loans. At any time when
the Company is in default in the payment of any amount of principal due under
the New Credit Agreement, such amount shall bear interest at 2% above the rate
otherwise applicable. Overdue interest, fees and other amounts shall bear
interest at 2% above the rate applicable to ABR Loans.
The Notes, which have a principal amount at maturity of $217.9 million,
were issued at a discount representing a yield to maturity of 9 5/8%. Except as
described below, there will be no periodic payments or interest on the Notes
through February 1, 2002. Thereafter, the Notes will bear interest at a rate of
9 5/8% per annum, payable semi-annually February 1 and August 1 of each year,
commencing August 1, 2002.
On October 8, 1998 the Company filed a registration statement under the
Securities Act of 1933, as amended, related to an offer to exchange (The
"Exchange Offer") the Note for a like principal amount of notes (the "New
Notes") with substantially identical terms. The Exchange Offer will be
consummated on November 13, 1998.
17
<PAGE>
PANAVISION INC.
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,
---------------------
1998 1997
----------- -----------
<S> <C> <C>
Net cash provided by (used in):
Operating activities.................................. 26,859 34,499
Investing activities.................................. (35,024) (95,204)
Financing activities.................................. 4,107 60,137
</TABLE>
For the nine months ended September 30, 1998, cash provided by operating
activities was $26.9 million. Net loss of $54.8 million, adjusted for
depreciation and amortization of $32.7 million, and adjusted for charges in
connection with the Panavision Recapitalization of $58.7 million, provided $36.6
million, which was decreased by $9.7 million from the net change in non-cash
working capital and miscellaneous items. Total investing activities of $35.0
million were comprised of capital expenditures of $40.5 million, offset by $5.5
million of proceeds received from the disposition of fixed assets. The majority
of the capital expenditures were used to manufacture camera rental systems. Cash
provided by financing activities was $4.1 million. Borrowings of $460.2 million
and the contribution by Mafco of $154.4 million were used to repay outstanding
borrowings under the Old Credit Agreement of $125.2 million in the second
quarter and to redeem and retire stock and options (net of the proceeds from the
exercise of options) of $480.5 million. In addition, $3.9 million was used to
re-pay a portion of borrowings under the Old Credit Agreement during the first
quarter of 1998.
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 $1.2 million from the net change in non-cash working capital
and miscellaneous items. 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 fixed assets. The majority
of 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 by financing activities of $60.1 million was
a result of the $68.3 million of borrowings under the Old Credit Agreement,
partially offset by $7.3 million of cash used as a reduction of outstanding
borrowings, and other changes of $0.9 million.
The Company intends to use the cash provided by operating activities to
make additional capital expenditures to manufacture camera systems and purchase
other rental equipment. Additional cash flow provided by operating activities
will be used to repay debt outstanding under the New Credit Agreement. Although
there can be no assurance, the Company believes that its existing working
capital together with borrowings under the New Credit Agreement and anticipated
cash flow from operating activities will be sufficient to meet its expected
operating and capital spending requirements for the foreseeable future. The
Company will not be required to pay interest on the New Notes until August 1,
2002, which management believes will assist the Company in implementing its
growth strategy.
Panavision currently anticipates that in order to pay the principal amount
at maturity of the New Notes or upon the occurrence of an Event of Default (as
defined in the New Notes), to redeem the New Notes or to repurchase the New
Notes upon the occurrence of a Change of Control (as defined in the New Notes),
Panavision will be required to adopt one or more alternatives, such as seeking
capital contributions or loans from its affiliates, refinancing its indebtedness
or selling its equity securities. None of the affiliates of the Company will be
required to make any capital contributions or other payments to the Company with
respect to the Company's obligations on the New Notes, and the obligations of
the Company with respect to the New Notes will not be guaranteed by any
affiliate of the Company or any other person. There can be
18
<PAGE>
PANAVISION INC.
no assurance that any of the foregoing actions could be effected on satisfactory
terms, that they would be sufficient to enable the Company to make any payments
in respect of the New Notes when required or that any of such actions would be
permitted by the terms of the Indenture or the debt instruments of Panavision
then in effect.
Panavision is a holding company whose only material asset is the capital
stock of and partnership interests in its subsidiaries. Panavision's principal
business operations are conducted by its subsidiaries, and Panavision has no
operations of its own. Accordingly, Panavision's only source of cash to pay its
obligations, is expected to be distributions with respect to its ownership
interests in its subsidiaries. There can be no assurance that Panavision's
subsidiaries will generate sufficient cash flow to pay dividends or distribute
funds to Panavision or that applicable state law and contractual restrictions,
including negative covenants contained in the debt instruments of such
subsidiaries, will permit such dividends or distributions.
Year 2000 Compliance
The year 2000 problem is the result of computer programs that were written
using two digits rather than four to define the applicable year; accordingly,
computer programs that have time-sensitive software may recognize a date using
'00' as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculation causing disruptions of operations, including, among
other things a temporary inability to process transactions, send invoices, or
engage in similar normal activities.
The Company is using a multi-phased concurrent approach to address this
issue. The phases included in the Company's approach are awareness, assessment,
remediation, validation and implementation. The Company has completed its
awareness phase of its project. Furthermore, the Company has nearly completed
the assessment phase and is well into the remediation phase. The Company has
completed the remediation and validation phases of its project as it relates to
the main computer system and programs in operation at its headquarters in
Woodland Hills, California. The main accounting software and proprietary rental
tracking software have been corrected to allow for the year 2000 issue. The
assessment phase of the Company's project is being finalized. This phase has
collected information worldwide relative to the systems hardware and computer
programs which will not be compliant for the year 2000. At this time, the
Company does not believe that the upgrade costs necessary for equipment and
software will be material. The Company estimates that it will have completed the
implementation phase relative to its internal systems and computer programs
prior to June 30, 1999. The Company has also forwarded information requests to
its significant vendors and customers. The assessment phase is still continuing
relative to the year 2000 issue for our vendors and customers. At this time, the
company does not believe that the costs associated with the year 2000 issue
connected with our vendors and customers will be material. The Company
anticipates completing the validation phase relative to its vendors and
customers prior to June 30, 1999. At that time, if there are vendors who are not
year 2000 compliant, the Company's contingency plan is to locate replacement
vendors whose operations are year 2000 compliant. The Company currently believes
that it will be able to modify, replace or mitigate its affected systems in time
to avoid any material detrimental impact on its operations. The Company has
incurred only immaterial costs to date related to the year 2000 issue. The
company estimates that future costs related to the year 2000 issue may be
approximately $500,000. If the Company determines that it may be unable to
remediate and properly test affected systems on a timely basis, the Company
intends to develop appropriate contingency plans for any critical systems at the
time such determination is made. While the Company is not presently aware of any
significant exposure that its systems will not be properly remediated on a
timely basis, there can be no assurances that all year 2000 remediation
processes will be completed and properly tested before the year 2000, or that
contingency plans will sufficiently mitigate the risk of a year 2000 readiness
problem. An interruption of the Company's ability to conduct its business due to
a year 2000 readiness problem could have a material adverse effect on the
Company. However, the amount of potential liability and lost revenue, if any,
can not be reasonably estimated at this time nor can the Company identify
specifically the most likely worst case scenario.
Forward-Looking Statements
This quarterly report on Form 10-Q for the quarter ended September 30,
1998, as well as certain of the Company's other public documents and
statements and oral statements, contains forward-looking statements that
reflect management's current assumptions and estimates of future
performance and economic conditions. Such statements are made in reliance
upon safe harbor provisions of Private Securities Litigation Reform Act
of 1995. The Company cautions investors that any forward-looking
statements are subject to risks and uncertainties that may cause actual
results and future trends to differ materially from those projected,
stated, or implied by the forward-looking statements.
In addition to factors described in the Company's Commission
filings and others, the following factors could cause the Company's actual
results to differ materially from those expressed in any forward-looking
statements made by the Company: (i) fewer than anticipated film starts
in North America and Europe; (ii) more film starts using smaller, less
expensive camera packages; (iii) an inability to execute the Company's
growth strategy of increasing available equipment, developing
technologically superior equipment and expanding its market share; and
(iv) difficulties, delays or unanticipated costs in achieving Year 2000
compliance or unanticipated consequences from non-compliance by the
Company or one or more of its customers, suppliers or other strategic
business partners. The Company assumes no responsibility to update the
forward-looking statements contained in this release.
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.
19
<PAGE>
PANAVISION INC.
PART II
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 4.1* Indenture, dated as of February 11, 1998,
between PX Escrow Corporation and The Bank of
New York, as Trustee.
Exhibit 4.2* Supplemental Indenture, dated as of June 4,
1998, among Panavision Inc., PX Escrow
Corporation and The Bank of New York, as
Trustee.
Exhibit 4.3* Credit Agreement, dated as of June 4, 1998,
among Panavision Inc., the Several Lenders,
Chase Securities Inc., as Advisor and Arranger,
and The Chase Manhattan Bank, as Administrative
Agent.
Exhibit 4.4* Assumption Agreement, dated as of June 4, 1998,
between PX Escrow Corporation and Panavision
Inc.
Exhibit 10.1 Amended and Restated Voting and Stockholders
Agreement dated as of April 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 Definitive Proxy Statement (File
Number 0-12390) filed with the Securities and
Exchange Commission on May 6, 1998.
Exhibit 99.1* Press Release of Panavision Inc. dated June 4,
1998.
Exhibit 27. Financial Data Schedule.
----------------------
* Incorporated herein by reference to the identically numbered
exhibit from the Company's Current Report on Form 8-K dated
June 4, 1998 and filed with the Securities and Exchange
Commission on June 19, 1998.
(b) None.
20
<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: November , 1998 By: /s/ WILLIAM C. SCOTT
------------------------- ------------------------------
William C. Scott
Chairman of the Board
and Chief Executive Officer
Date: November , 1998 By: /s/ JOSEPH P. PAGE
------------------------- -----------------------------
Joseph P. Page
Vice Chairman and
Chief Administrative Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998
<PERIOD-START> JAN-01-1998 JUL-01-1998
<PERIOD-END> SEP-30-1998 SEP-30-1998
<CASH> 6,740 6,740
<SECURITIES> 0 0
<RECEIVABLES> 34,939 34,939
<ALLOWANCES> 3,729 3,729
<INVENTORY> 9,770 9,770
<CURRENT-ASSETS> 54,937 54,937
<PP&E> 434,854 434,854
<DEPRECIATION> 221,003 221,003
<TOTAL-ASSETS> 291,915 291,915
<CURRENT-LIABILITIES> 34,017 34,017
<BONDS> 159,332 159,332
0 0
0 0
<COMMON> 81 81
<OTHER-SE> (213,314) (213,314)
<TOTAL-LIABILITY-AND-EQUITY> 291,915 291,915
<SALES> 26,424 9,286
<TOTAL-REVENUES> 139,790 50,681
<CGS> 16,244 5,509
<TOTAL-COSTS> 76,742 26,403
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 804 354
<INTEREST-EXPENSE> 21,335 10,057
<INCOME-PRETAX> (55,328) 558
<INCOME-TAX> (512) 1,289
<INCOME-CONTINUING> (54,816) (731)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (54,816) (731)
<EPS-PRIMARY> (3.85) (0.09)
<EPS-DILUTED> (3.85) (0.09)
</TABLE>
