<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
Commission file number: 001-12391
-------------------------
PANAVISION INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3593063
- ---------------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6219 DE SOTO AVENUE
WOODLAND HILLS, CALIFORNIA 91367
- ---------------------------------------- ------------------------
(Address of principal executive offices) (Zip code)
(818) 316-1000
Registrant's telephone number including area code
-------------------------
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [ ]
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 August 13, 1999, 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 JUNE 30, 1999
<TABLE>
<CAPTION>
<S> <C>
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 ................................................................... 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ............................................................ 13
Item 2. Changes in Securities ........................................................ 13
Item 3. Defaults Upon Senior Securities .............................................. 13
Item 4. Submission of Matters to a Vote of Security Holders .......................... 13
Item 5. Other Information ............................................................ 14
Item 6. Exhibits and Reports on Form 8-K ............................................. 14
SIGNATURES ............................................................................ 15
</TABLE>
2
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
The financial information herein and management's discussion thereof,
include consolidated data for Panavision Inc. ("Registrant" or "Panavision") and
its subsidiaries. Registrant and its subsidiaries are sometimes herein referred
to collectively as the "Company".
PANAVISION INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
SECOND QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------ ------------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Camera rental ........................................ $ 28,787 $ 29,431 $ 59,900 $ 59,357
Lighting rental ...................................... 9,477 7,262 16,625 12,260
Sales and other ...................................... 8,941 9,262 17,697 17,492
--------- --------- --------- ---------
Total rental revenue and sales ....................... 47,205 45,955 94,222 89,109
Cost of camera rental ................................ 16,426 15,089 32,001 29,631
Cost of lighting rental .............................. 6,639 5,654 12,812 10,255
Cost of sales and other .............................. 4,681 5,503 9,684 10,453
--------- --------- --------- ---------
Gross margin ......................................... 19,459 19,709 39,725 38,770
Selling, general and administrative expenses ......... 14,602 13,558 28,741 27,070
Research and development expenses .................... 1,478 1,220 2,835 2,277
Charges in connection with the Panavision
Recapitalization .................................... -- 58,726 -- 58,726
--------- --------- --------- ---------
Operating income (loss) .............................. 3,379 (53,795) 8,149 (49,303)
Interest income ...................................... 96 2,774 187 2,940
Interest expense ..................................... (10,352) (8,984) (20,554) (11,278)
Foreign exchange gain (loss) ......................... (410) (67) (1,146) 210
Other income, net .................................... 889 551 1,094 1,545
--------- --------- --------- ---------
Loss before income taxes ............................. (6,398) (59,521) (12,270) (55,886)
Income tax (provision) benefit ....................... (1,322) 2,964 (1,523) 1,801
--------- --------- --------- ---------
Net loss ............................................. $ (7,720) $ (56,557) $ (13,793) $ (54,085)
========= ========= ========= =========
Basic loss per share ................................. $ (0.96) $ (3.57) $ (1.71) $ (3.11)
========= ========= ========= =========
Diluted loss per share ............................... $ (0.96) $ (3.57) $ (1.71) $ (3.11)
========= ========= ========= =========
Shares used in computation -- Basic .................. 8,056 15,823 8,056 17,368
Shares used in computation -- Diluted ................ 8,056 15,823 8,056 17,368
</TABLE>
See accompanying notes.
3
<PAGE>
PANAVISION INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER VALUE DATA)
<TABLE>
<CAPTION>
JUNE 30, 1999 DECEMBER 31, 1998
------------- -----------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ...................................... $ 7,650 $ 9,772
Accounts receivable
(net of allowance of $3,267 and $3,391) ...................... 27,311 28,716
Inventories .................................................... 10,162 9,648
Prepaid expenses ............................................... 4,896 3,142
Income tax receivable .......................................... 1,594 1,678
Other current assets ........................................... 942 415
---------- ----------
Total current assets ............................................ 52,555 53,371
Property, plant and equipment, net .............................. 213,151 213,306
Other ........................................................... 26,705 25,080
---------- ----------
Total assets .................................................... $ 292,411 $ 291,757
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIENCY)
Current liabilities:
Accounts payable ............................................... $ 9,533 $ 7,470
Accrued liabilities ............................................ 23,228 20,794
Current maturities of long-term debt ........................... 7,258 4,814
---------- ----------
Total current liabilities ....................................... 40,019 33,078
Long-term debt .................................................. 472,203 463,605
Deferred tax liabilities ........................................ 6,709 6,862
Other liabilities ............................................... 2,032 1,977
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 June 30, 1999 and
December 31, 1998 ............................................ 81 81
Additional paid-in capital ..................................... 168,032 168,032
Accumulated deficit ............................................ (393,057) (379,264)
Accumulated other comprehensive loss ........................... (3,608) (2,614)
---------- ----------
Total stockholders' equity/(deficiency) ...................... (228,552) (213,765)
---------- ----------
Total liabilities and stockholders' equity/(deficiency) ......... $ 292,411 $ 291,757
========== ==========
</TABLE>
See accompanying notes.
4
<PAGE>
PANAVISION INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-------------------------
1999 1998
--------- ----------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss ............................................................ $ (13,793) $ (54,085)
Adjustments to derive net cash provided by operating activities:
Depreciation and amortization ...................................... 18,118 15,220
Gain on sale of property and equipment ............................. (1,739) (1,455)
Amortization of discount on subordinated notes ..................... 7,847 5,574
Charges in connection with the Panavision Recapitalization ......... -- 58,726
Changes in operating assets and liabilities:
Accounts receivable .............................................. 1,405 1,491
Inventories ...................................................... (514) (446)
Prepaid expenses and other current assets ........................ (2,281) (167)
Accounts payable ................................................. 2,063 (439)
Accrued liabilities .............................................. 2,434 1,887
Other, net ......................................................... (1,791) 381
--------- ----------
Net cash provided by operating activities ........................... 11,749 26,687
INVESTING ACTIVITIES
Capital expenditures ................................................ (19,634) (33,128)
Proceeds from dispositions of fixed assets .......................... 2,698 4,731
--------- ----------
Net cash used in investing activities ............................... (16,936) (28,397)
FINANCING ACTIVITIES
Borrowings under notes payable and credit agreement ................. 8,000 460,248
Repayments of notes payable and credit agreement .................... (4,814) (129,163)
Contribution from Mafco ............................................. -- 154,377
Contribution from Warburg ........................................... -- 3,041
Redemption and retirement of stock and stock options ................ -- (480,158)
Deferred financing costs ............................................ -- (10,487)
Notes receivable from officers and key employees .................... -- 7,115
--------- ----------
Net cash provided by financing activities ........................... 3,186 4,973
Effect of exchange rate changes on cash ............................. (121) (156)
--------- ----------
Net (decrease) increase in cash and cash equivalents ................ (2,122) 3,107
Cash and cash equivalents at beginning of period .................... 9,772 11,020
--------- ----------
Cash and cash equivalents at end of period .......................... $ 7,650 $ 14,127
========= ==========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid during the period ..................................... $ 12,358 $ 4,469
Income taxes paid during the period ................................. $ 954 $ 545
</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 should be read in conjunction
with the consolidated financial statements and accompanying notes included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1998.
All terms used but not defined elsewhere herein have the meaning ascribed to
them in the Company's 1998 Annual Report on Form 10-K.
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 the 1999 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.
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 91% controlling interest in the Company. 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.
3. INVENTORIES
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
JUNE 30, 1999 DECEMBER 31, 1998
------------- -----------------
<S> <C> <C>
Finished goods .......... $ 5,023 $4,608
Work-in-process ......... 184 100
Component parts ......... 1,912 1,930
Supplies ................ 3,043 3,010
------- ------
$10,162 $9,648
======= ======
</TABLE>
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 film, commercial and series television productions; (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. GEOGRAPHICAL AND BUSINESS SEGMENT INFORMATION
The following table presents revenue and other financial information by
business segment (in thousands):
<TABLE>
<CAPTION>
--------------------------------------------------------------
NORTH ASIA
THREE MONTHS ENDED AMERICA EUROPE PACIFIC CORPORATE TOTAL
JUNE 30, 1999 --------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue from external customers .. $21,015 $ 19,975 $ 6,215 -- $ 47,205
Intersegment revenue ............. 1,783 737 -- -- 2,520
Operating income (loss) .......... 949 2,390 1,259 (1,219) 3,379
</TABLE>
<TABLE>
<CAPTION>
--------------------------------------------------------------
NORTH ASIA
THREE MONTHS ENDED AMERICA EUROPE PACIFIC CORPORATE TOTAL
JUNE 30, 1998 --------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue from
external customers ............. $21,457 $ 19,734 $ 4,764 -- $ 45,955
Intersegment revenue ............ 2,470 972 -- -- 3,442
Operating income (loss) ......... 2,385 2,251 1,129 (59,560) (53,795)
</TABLE>
<TABLE>
<CAPTION>
--------------------------------------------------------------
NORTH ASIA
SIX MONTHS ENDED AMERICA EUROPE PACIFIC CORPORATE TOTAL
JUNE 30, 1999 --------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue from
external customers ............. $45,051 $ 38,299 $10,872 -- $ 94,222
Intersegment revenue ............ 6,049 1,516 -- -- 7,565
Operating income (loss) ......... 5,090 3,160 2,314 (2,415) 8,149
</TABLE>
<TABLE>
<CAPTION>
--------------------------------------------------------------
NORTH ASIA
SIX MONTHS ENDED AMERICA EUROPE PACIFIC CORPORATE TOTAL
JUNE 30, 1998 --------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue from
external customers ............. $44,387 $ 35,522 $ 9,200 -- $ 89,109
Intersegment revenue ............ 4,378 1,706 -- -- 6,084
Operating income (loss) ......... 6,877 1,980 2,253 (60,413) (49,303)
</TABLE>
6. COMPREHENSIVE LOSS
For the quarter ended June 30, 1999 and 1998, comprehensive loss amounted
to $(7,268,000) and $(57,937,000), respectively. For six months ended June 30,
1999 and 1998 comprehensive loss amounted to $(14,787,000) and $(55,114,000),
respectively. The difference between net loss and comprehensive loss relates to
the Company's change in foreign currency translation adjustments.
7
<PAGE>
PANAVISION INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
QUARTER ENDED JUNE 30, 1999 COMPARED TO QUARTER ENDED JUNE 30, 1998
Camera rental revenue decreased $0.6 million, or 2.0%, to $28.8 million
for the quarter ended June 30, 1999 from $29.4 million for the quarter ended
June 30, 1998. The decrease was primarily due to reduced feature and television
pilot activity in the L.A. market compared to the prior year, resulting in a
decrease of $1.2 million at Panavision Woodland Hills. This decrease was
partially offset by an increase of $0.7 million at Panavision Canada, resulting
from increased feature activity in Canada.
Lighting rental revenue increased $2.2 million, or 30.1%, to $9.5 million
for the quarter ended June 30, 1999 from $7.3 million for the quarter ended
June 30, 1998. This increase was primarily due to the acquisition of selected
assets of several small lighting rental businesses in Australia, resulting in
increased lighting rental revenue of $1.2 million at Panavision Australia.
Additionally, lighting rental revenue increased at Panavision Dallas/Chicago and
at Lee Lighting in the U.K. by $0.5 million and $0.4 million, respectively,
reflecting increased feature lighting activity at these locations.
Sales and other revenue decreased $0.4 million, or 4.3%, to $8.9 million
for the quarter ended June 30, 1999 from $9.3 million for the quarter ended
June 30, 1998. This decrease was primarily due to decreased consumable sales at
Panavision U.K.
Cost of camera rental increased $1.3 million, or 8.6%, to $16.4 million
for the quarter ended June 30, 1999 from $15.1 million for the quarter ended
June 30, 1998. The majority of the increase resulted from increased
depreciation expense from newly manufactured rental equipment as well as
increased third-party agent commissions.
Cost of lighting rental increased $0.9 million, or 15.8%, to $6.6 million
for the quarter ended June 30, 1999 from $5.7 million for the quarter ended
June 30, 1998. This increase was due to increased cost of lighting rental at
Lee Lighting in the U.K. of $0.5 million and at Panavision Australia of $0.4
million, reflecting the increase in lighting rental revenue discussed above.
Cost of sales and other decreased $0.8 million, or 14.5%, to $4.7 million
for the quarter ended June 30, 1999 from $5.5 million for the quarter ended
June 30, 1998. This decrease was primarily due to decreased cost of sales and
other at Panavision U.K. of $0.5 million and other small decreases throughout
the Company.
Selling, general and administrative expenses increased $1.0 million, or
7.4%, to $14.6 million for the quarter ended June 30, 1999 from $13.6 million
for the quarter ended June 30, 1998. This increase was due to increased selling,
general and administrative costs at Panavision Australia of $0.6 million,
resulting from the expansion in the lighting rental business discussed above, as
well as increased corporate administrative expenses of $0.4 million.
Research and development expenses increased $0.3 million, or 25.0%, to
$1.5 million for the quarter ended June 30, 1999 from $1.2 million for the
quarter ended June 30, 1998. This increase was primarily due to the development
of new products for both film and digital application.
Charges in connection with the Panavision Recapitalization, for the
quarter ended June 30, 1998, of $58.7 million consist of a compensation charge
of $48.6 million and a transaction expense charge of $10.1 million. 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 $4.1 million, or 66.1%, to $10.3 million
for the quarter ended June 30, 1999 from $6.2 million for the quarter ended
June 30, 1998. The increase was due to additional borrowings under the New
Credit Agreement and the Notes related to the Panavision Recapitalization.
8
<PAGE>
PANAVISION INC.
Net other income was $0.5 million for the quarter ended June 30, 1999 and
1998.
The effective tax rates for the quarters ended June 30, 1999 and June 30,
1998 were a provision of 20.7% and a benefit of 5.0%, respectively. The
difference in the expected tax rate and the effective tax rate is due to the
recording of a tax provision related to profitable foreign operations without a
corresponding tax benefit being recorded for U.S. losses.
SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998
Camera rental revenue increased $0.5 million to $59.9 million for the six
months ended June 30, 1999 from $59.4 million for the six months ended June 30,
1998. This increase was primarily due to increased commercial activity at
Panavision Hollywood, increased feature and commercial activity at Panavision
Florida, and increased feature activity at Panavision U.K., resulting in camera
rental revenue increases of $0.4 million at each of these locations. These
increases were partially offset by a decrease of $0.6 million at Panavision
Dallas/Chicago, reflecting a decrease in feature activity.
Lighting rental revenue increased $4.3 million, or 35.0%, to $16.6 million
for the six months ended June 30, 1999 from $12.3 million for the six months
ended June 30, 1998. This increase was primarily due to increased lighting
rental revenue at Lee Lighting in the U.K. of $2.6 million and at Panavision
Dallas/Chicago of $0.6 million, reflecting increased feature lighting activity
at these locations. Additionally, lighting rental revenue increased $1.1
million at Panavision Australia as a result of the acquisition of selected
assets of several small lighting rental businesses in Australia.
Sales and other revenue increased $0.2 million, or 1.1%, to $17.7 million
for the six months ended June 30, 1999 from $17.5 million for the six months
ended June 30, 1998. This increase was primarily due to increased lighting
related sales at Panavision Australia and at Lee Lighting in the U.K. resulting
in increased sales and other revenue of $0.4 million and $0.2 million,
respectively. These increases were partially offset by a decrease at Panavision
Dallas/Chicago of $0.3 million, reflecting decreased consumable sales.
Cost of camera rental increased $2.4 million, or 8.1%, to $32.0 million
for the six months ended June 30, 1999 from $29.6 million for the six months
ended June 30, 1998. The majority of the increased costs relate to the growth
in camera rental revenue as well as additional depreciation expense for newly
manufactured equipment.
Cost of lighting rental increased $2.5 million, or 24.2%, to $12.8 million
for the six months ended June 30, 1999 from $10.3 million for the six months
ended June 30, 1998. This increase was primarily due to increased cost of
lighting rental at Lee Lighting in the U.K. of $2.1 million and at Panavision
Australia of $0.3 million, reflecting the increase in lighting rental revenue
discussed above.
Cost of sales and other decreased $0.8 million, or 7.6%, to $9.7 million
for the six months ended June 30, 1999 from $10.5 million for the six months
ended June 30, 1998. The decrease was primarily due to decreased cost of sales
and other at Panavision U.K. of $0.5 million and at Lee Filters U.K. of $0.2
million.
Selling, general and administrative expenses increased $1.6 million, or
5.9%, to $28.7 million for the six months ended June 30, 1999 from $27.1
million for the six months ended June 30, 1998. This increase was primarily due
to increased selling, general and administrative expenses at Panavision
Australia of $0.8 million, resulting from the expansion in the lighting rental
business discussed above; at Panavision Woodland Hills of $0.3 million, at
Panavision Dallas/Chicago of $0.2 million, at Lee lighting in the U.K. of
$0.2 million and an increase in corporate expenses of $0.6 million, partially
offset by a decrease at Panavision U.K. of $0.5 million.
Research and development expenses increased $0.5 million, or 21.7%, to
$2.8 million for the six months ended June 30, 1999 from $2.3 million for the
six months ended June 30, 1998. This increase was primarily due to the
development of new products for both film and digital application.
9
<PAGE>
PANAVISION INC.
Charges in connection with the Panavision Recapitalization, for the six
months ended June 30, 1998, of $58.7 million consist of a compensation charge
of $48.6 million and a transaction expense charge of $10.1 million. 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 $12.1 million to $20.4 million for the six
months ended June 30, 1999 from $8.3 million for the six months ended June 30,
1998. The increase was due to the increased borrowings under the New Credit
Agreement and the interest on the Notes related to the Panavision
Recapitalization.
Net other expense was $0.1 million for the six months ended June 30, 1999
as compared to net other income of $1.8 million for the six months ended June
30, 1998. The results for the six months ending June 30, 1999 include an
unrealized foreign exchange loss of $1.1 million as compared to a unrealized
foreign exchange gain of $0.2 million in the six months ending June 30, 1998.
Additionally, the results in the first six months of 1998 included a $0.8
million gain on the sale of two buildings in the U.K as well as other income at
Panavision Canada of $0.3 million.
The effective tax rates for the six months ended June 30, 1999 and June
30, 1998 were a provision of 12.4% and a benefit of 3.2%, respectively. The
difference in the expected tax rate and the effective tax rate is due to the
recording of a tax provision related to profitable foreign operations without a
corresponding tax benefit being recorded for U.S. losses.
LIQUIDITY AND CAPITAL RESOURCES
The following table sets forth certain information from the Company's
Condensed Consolidated Statements of Cash Flows for the periods indicated (in
thousands):
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30,
---------------------------
1999 1998
------------ ------------
<S> <C> <C>
Net cash provided by (used in):
Operating activities .......... $ 11,749 $ 26,687
Investing activities .......... (16,936) (28,397)
Financing activities .......... 3,186 4,973
</TABLE>
For the six months ended June 30, 1999, cash provided by operating
activities was $11.7 million. Net loss of $13.8 million, adjusted for
depreciation and all amortization of $26.0 million, provided $12.2 million,
which was decreased by $0.5 million from the net change in non-cash working
capital and miscellaneous items. Total investing activities of $16.9 million
were comprised of capital expenditures of $19.6 million, offset by $2.7 million
of proceeds received from the disposition of fixed assets. The majority of
capital expenditures were used to manufacture camera rental systems and
accessories. Cash provided by financing activities was $3.2 million. Borrowings
of $8.0 million were offset by repayments of $4.8 million under the New Credit
Agreement.
For the six months ended June 30, 1998, cash provided by operating
activities was $26.7 million. Net loss of $54.1 million, adjusted for
depreciation and amortization of $20.8 million, and adjusted for charges in
connection with the Panavision Recapitalization of $58.7 million, provided
$25.4 million, which was increased by $1.3 million from the net change in
non-cash working capital and miscellaneous items. Total investing activities of
$28.4 million were comprised of capital expenditures of $33.1 million, offset
by $4.7 million of proceeds received from the disposition of fixed assets. The
majority of the capital expenditures were used to manufacture and purchase
camera rental systems. Cash provided by financing activities was $5.0 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
10
<PAGE>
PANAVISION INC.
second quarter and to redeem and retire stock and options (net of the proceeds
from the exercise of options) of $480.2 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.
The Company intends to use the cash provided by operating activities to
make additional capital expenditures to manufacture camera systems and
accessories and to purchase other rental equipment. 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 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 complete
system failure or improper operation of systems, such as miscalculations.
Potential problems of this nature could cause disruptions to operations
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar activities. To address the Year 2000
issues, the Company is using a multi-phased concurrent approach. The phases
include awareness, assessment, remediation, validation and implementation.
The Company has completed its awareness and assessment phases of the Year
2000 project at all owned-and-operated locations. These phases centered on the
collection of information worldwide relative to system hardware, software and
programming issues which would need modification or replacement to ensure Year
2000 compliance. The assessment phase of the project with respect to the
Company's major customers and vendors is viewed as an ongoing process. The
Company has received a majority of the responses to its original information
requests circulated in 1998. However, the Company continues to request and
review updated information from certain key vendors and customers regarding the
continuing progress of their Year 2000 projects. At this time, the Company does
not believe that the costs associated with the Year 2000 issues applicable to
our vendors and customers will be material. If it is found later that vendors
are not Year 2000 compliant, the Company's contingency plan is to locate
replacement vendors whose operations are Year 2000 compliant.
11
<PAGE>
PANAVISION INC.
The remediation and validation phases of the project are complete as they
relate to the main computer system and programs in operation at the Company's
headquarters in Woodland Hills, California. The main accounting software and
proprietary rental tracking software have been corrected to allow for the Year
2000 issues. At all entities, the remediation, validation and implementation
phases of our Year 2000 project are complete with respect to all mission
critical items. Year 2000 issues that have been determined to be non-mission
critical are substantially complete with respect to the remediation and
validation phases. 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.
To date, the Company has incurred less than $250,000 of costs related to
Year 2000 issues, of which approximately $113,000 has been capitalized. The
Company estimates that future costs associated with Year 2000 issues will not
be material.
While the Company is not presently aware of any significant exposure
relative to its systems not being properly remediated in a timely manner, there
can be no assurance 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. The Company
has developed appropriate contingency plans for critical systems which include
alternatives of a manual nature. 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, cannot be reasonably estimated at this time
nor can the Company identify specifically the most likely worst-case scenario.
Panavision 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.
12
<PAGE>
PANAVISION INC.
PART II
ITEM 1. LEGAL PROCEEDINGS
No material legal proceedings are pending.
ITEM 2. CHANGES IN SECURITIES
There were no modifications made to the rights of stockholders of any
class of securities during the quarter ended June 30, 1999.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There were no events of default upon senior securities during the
quarter ended June 30, 1999.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Company's Annual Meeting of Stockholders was held on May 27,
1999.
(b) Not required to be presented.
(c) At the Annual Meeting of Stockholders, the following matters were
voted upon: the election of eight persons to the Board of Directors
of the Company, the ratification of the selection of Ernst & Young
LLP, as independent auditors for the Company for the fiscal year
ending December 31, 1999, to approve the adoption of the Panavision
Inc. 1999 Stock Option Plan, and to approve the adoption of the
Panavision Inc. Executive Incentive Compensation Plan. The results
of the voting on matters presented at the Company's Annual Meeting
of Stockholders were as follows:
<TABLE>
<CAPTION>
VOTES
DESCRIPTION VOTES FOR WITHHELD
---------------------- --------- --------
<S> <C> <C>
ELECTION OF DIRECTORS:
Ronald O. Perelman 7,830,900 3,660
John S. Farrand 7,830,900 3,660
Howard Gittis 7,830,900 3,660
James R. Maher 7,830,900 3,660
Joseph P. Page 7,830,900 3,660
Martin D. Payson 7,830,900 3,660
William C. Scott 7,830,900 3,660
Kenneth Ziffren 7,830,900 3,660
</TABLE>
There were no abstentions or broker non-votes on the elections of
Directors.
<TABLE>
<CAPTION>
VOTES BROKER
DESCRIPTION VOTES FOR AGAINST ABSTENTIONS NON-VOTES
---------------------------------- --------- ------- ----------- ---------
<S> <C> <C> <C> <C>
Ratification of the appointment
of Ernst & Young LLP ........... 7,834,185 228 147 --
</TABLE>
13
<PAGE>
PANAVISION INC.
<TABLE>
<CAPTION>
VOTES BROKER
DESCRIPTION VOTES FOR AGAINST ABSTENTIONS NON-VOTES
---------------------------------- --------- ------- ----------- ---------
<S> <C> <C> <C> <C>
Approval of the 1999 Stock Option
Plan ............................. 7,356,540 31,499 42,626 403,895
</TABLE>
<TABLE>
<CAPTION>
VOTES BROKER
DESCRIPTION VOTES FOR AGAINST ABSTENTIONS NON-VOTES
----------------------------------- --------- ------- ----------- ---------
<S> <C> <C> <C> <C>
Approval of the Executive Incentive
Compensation Plan .................. 7,382,176 4,463 44,026 403,895
</TABLE>
ITEM 5. OTHER INFORMATION
No additional information need be presented.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27. Financial Data Schedule.
----------------
(b) There are no Current Reports on Form 8-K filed in the second quarter of
1999.
14
<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: August 13, 1999 By: /S/ JOHN S. FARRAND
-------------------------------------
John S. Farrand
President and Chief Executive Officer
and Director
Date: August 13, 1999 By: /S/ JOSEPH P. PAGE
-------------------------------------
Joseph P. Page
Vice Chairman, Director and
Chief Administrative Officer
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 7,650
<SECURITIES> 0
<RECEIVABLES> 30,578
<ALLOWANCES> 3,267
<INVENTORY> 10,162
<CURRENT-ASSETS> 52,555
<PP&E> 381,332
<DEPRECIATION> 168,181
<TOTAL-ASSETS> 292,411
<CURRENT-LIABILITIES> 40,019
<BONDS> 0
0
0
<COMMON> 81
<OTHER-SE> (228,633)
<TOTAL-LIABILITY-AND-EQUITY> 292,411
<SALES> 17,697
<TOTAL-REVENUES> 94,222
<CGS> 9,684
<TOTAL-COSTS> 54,497
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 100
<INTEREST-EXPENSE> (20,554)
<INCOME-PRETAX> (12,270)
<INCOME-TAX> (1,523)
<INCOME-CONTINUING> (13,793)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13,793)
<EPS-BASIC> (1.71)
<EPS-DILUTED> (1.71)
</TABLE>
