<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 SEPTEMBER 30, 2000
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 November 13, 2000, there were 8,769,919 shares of Panavision Inc.
Common Stock outstanding.
================================================================================
<PAGE>
PANAVISION INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2000
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.................................................9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings....................................................14
Item 2. Changes in Securities................................................14
Item 3. Defaults Upon Senior Securities......................................14
Item 4. Submission of Matters to a Vote of Security Holders..................14
Item 5. Other Information....................................................14
Item 6. Exhibits and Reports on Form 8-K.....................................14
SIGNATURES....................................................................15
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,
----------------------- ----------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Camera rental ............................................... $ 33,305 $ 34,471 $ 93,280 $ 94,371
Lighting rental.............................................. 12,054 9,892 29,163 26,517
Sales and other.............................................. 8,826 9,126 25,898 26,823
-------- -------- -------- --------
Total rental revenue and sales............................... 54,185 53,489 148,341 147,711
Cost of camera rental........................................ 15,275 15,608 45,884 47,609
Cost of lighting rental...................................... 8,178 7,287 21,405 20,099
Cost of sales and other...................................... 5,014 5,537 14,498 15,221
-------- -------- -------- --------
Gross margin................................................. 25,718 25,057 66,554 64,782
Selling, general and administrative expenses................. 13,431 14,779 42,657 43,520
Research and development expenses............................ 1,387 1,591 4,601 4,426
-------- -------- -------- --------
Operating income............................................. 10,900 8,687 19,296 16,836
Interest income.............................................. 81 100 223 287
Interest expense............................................. (12,632) (10,770) (36,180) (31,324)
Foreign exchange gain (loss)................................. (802) 945 (2,497) (201)
Other, net................................................... 101 388 691 1,482
-------- -------- -------- --------
Loss before income taxes..................................... (2,352) (650) (18,467) (12,920)
Income tax provision ........................................ (1,425) (1,510) (2,899) (3,033)
-------- -------- -------- --------
Net loss..................................................... $ (3,777) $ (2,160) $(21,366) $(15,953)
======== ======== ======== ========
Loss per share - Basic and Diluted........................... $ (0.44) $ (0.27) $ (2.60) $ (1.98)
======== ======== ======== ========
Shares used in computation - Basic and Diluted............... 8,576 8,056 8,230 8,056
</TABLE>
See accompanying notes.
3
<PAGE>
PANAVISION INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PAR VALUE DATA)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
--------- ---------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................... $ 350 $ 5,417
Accounts receivable (net of allowance of $2,132 and
$2,368)............................................... 32,804 30,683
Inventories............................................. 10,301 10,366
Prepaid expenses........................................ 2,893 2,854
Other current assets.................................... 942 983
--------- ---------
Total current assets....................................... 47,290 50,303
Property, plant and equipment, net......................... 207,478 212,748
Other...................................................... 27,920 28,507
--------- ---------
Total assets............................................... $ 282,688 $ 291,558
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable........................................ $ 9,038 $ 7,991
Accrued liabilities..................................... 20,432 23,504
Current maturities of long-term debt.................... 15,308 9,750
--------- ---------
Total current liabilities.................................. 44,778 41,245
Long-term debt............................................. 479,595 473,429
Deferred tax liabilities................................... 4,562 4,878
Other liabilities.......................................... 2,565 3,246
Commitments and Contingencies
Stockholders' deficiency:
Preferred stock, $0.01 par value; 2,000 shares
authorized; no shares issued and outstanding.......... - -
Common stock, $0.01 par value; 50,000 shares
authorized; 8,770 shares issued and outstanding
at September 30, 2000 and 8,056 at December 31, 1999.. 88 81
Additional paid-in capital.............................. 178,142 168,032
Accumulated deficit..................................... (416,668) (395,302)
Accumulated other comprehensive loss.................... (10,374) (4,051)
--------- ---------
Total stockholders' deficiency........................ (248,812) (231,240)
--------- ---------
Total liabilities and stockholders' deficiency............. $ 282,688 $ 291,558
========= =========
</TABLE>
See accompanying notes.
4
<PAGE>
PANAVISION INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2000 1999
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss...................................................... $(21,366) $(15,953)
Adjustments to derive net cash provided by operating
activities:
Depreciation and amortization............................ 28,096 27,405
Gain on sale of property and equipment................... (456) (2,029)
Amortization of discount on subordinated notes........... 13,106 11,929
Changes in operating assets and liabilities:
Accounts receivable.................................... (2,121) (5,174)
Inventories............................................ 65 (249)
Prepaid expenses and other current assets.............. 2 (1,020)
Accounts payable....................................... 1,047 365
Accrued liabilities.................................... (3,072) 4,518
Other, net............................................... (3,005) (4,206)
-------- --------
Net cash provided by operating activities..................... 12,296 15,586
INVESTING ACTIVITIES
Capital expenditures.......................................... (26,239) (28,023)
Proceeds from dispositions of fixed assets.................... 600 3,159
-------- --------
Net cash used in investing activities......................... (25,639) (24,864)
FINANCING ACTIVITIES
Borrowings under notes payable and credit agreement........... 26,000 11,500
Repayments of notes payable and credit agreement.............. (27,382) (6,314)
Capital contribution.......................................... 10,000 -
-------- --------
Net cash provided by financing activities..................... 8,618 5,186
Effect of exchange rate changes on cash....................... (342) 40
-------- --------
Net decrease in cash and cash equivalents..................... (5,067) (4,052)
Cash and cash equivalents at beginning of period.............. 5,417 9,772
-------- --------
Cash and cash equivalents at end of period.................... $ 350 $ 5,720
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid during the period............................... $ 23,019 $ 19,183
Income taxes paid during the period........................... $ 2,580 $ 1,831
</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, 1999.
All terms used but not defined elsewhere herein have the meaning ascribed to
them in the Company's 1999 Annual Report on Form 10-K.
The condensed consolidated financial statements include the accounts of
Panavision and its 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 2000 presentation.
2. INVENTORIES
Inventories consist of the following (in thousands):
SEPTEMBER 30, 2000 DECEMBER 31, 1999
------------------ -----------------
Finished goods.............. $ 3,871 $ 4,405
Work-in-process............. 165 202
Component parts............. 2,465 1,924
Supplies.................... 3,800 3,835
---------- ----------
$ 10,301 $ 10,366
========== ==========
3. USE OF ESTIMATES
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.
6
<PAGE>
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED)
(UNAUDITED)
4. GEOGRAPHICAL AND BUSINESS SEGMENT INFORMATION
The following table presents revenue and other financial information by
business segment (in thousands):
<TABLE>
<CAPTION>
------------------------------------------------------------------
THREE MONTHS ENDED NORTH ASIA
SEPTEMBER 30, 2000 AMERICA EUROPE PACIFIC CORPORATE TOTAL
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue from
external customers........... $ 27,633 $ 20,946 $ 5,606 $ - $54,185
Intersegment revenue........... 3,464 1,295 - - 4,759
Operating income (loss)........ 10,212 1,026 549 (887) 10,900
<CAPTION>
------------------------------------------------------------------
THREE MONTHS ENDED NORTH ASIA
SEPTEMBER 30, 1999 AMERICA EUROPE PACIFIC CORPORATE TOTAL
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue from
external customers........... $ 27,543 $ 19,018 $ 6,928 $ - $53,489
Intersegment revenue........... 3,558 1,036 - - 4,594
Operating income (loss)........ 9,123 (419) 1,037 (1,054) 8,687
<CAPTION>
------------------------------------------------------------------
NINE MONTHS ENDED NORTH ASIA
SEPTEMBER 30, 2000 AMERICA EUROPE PACIFIC CORPORATE TOTAL
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue from
external customers........... $ 73,993 $ 56,644 $ 17,704 $ - $148,341
Intersegment revenue........... 9,732 3,657 - - 13,389
Operating income (loss)........ 20,814 (1,259) 2,196 (2,455) 19,296
<CAPTION>
------------------------------------------------------------------
NINE MONTHS ENDED NORTH ASIA
SEPTEMBER 30, 1999 AMERICA EUROPE PACIFIC CORPORATE TOTAL
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue from
external customers........... $ 72,594 $ 57,317 $ 17,800 $ - $147,711
Intersegment revenue........... 9,607 3,459 - - 13,066
Operating income (loss)........ 18,820 (1,285) 1,920 (2,619) 16,836
</TABLE>
5. COMPREHENSIVE LOSS
For the quarter ended September 30, 2000 and 1999, comprehensive loss
amounted to $(6,678,000) and $(719,000), respectively. For the nine months ended
September 30, 2000 and 1999, comprehensive loss amounted to $(27,689,000) and
$(15,506,000), respectively. The difference between net loss and comprehensive
loss relates to the change in foreign currency translation adjustments.
7
<PAGE>
PANAVISION INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED)
(UNAUDITED)
6. NET LOSS PER SHARE
For the three and nine months ended September 30, 2000 and 1999 the basic
and diluted per share data is based on the weighted average number of common
shares outstanding during the period. Common equivalent shares, consisting of
outstanding stock options and warrants, are not included in the diluted loss per
share calculation since they are antidilutive.
7. NEW ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bullentin No. 101, Revenue Recognition in Financial Statements (SAB
101), which is to be applied beginning with the fourth quarter of fiscal years
beginning after December 15, 1999, to provide guidance related to recognizing
revenue in circumstances in which no specific authoritative literature exists.
The Company is reviewing the application of SAB 101 as it pertains to the
Company's financial statements and does not believe it will have a material
impact on the Company's financial position or results of operations.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133, as
amended by SFAS No. 137, is effective for fiscal years beginning after June 15,
2000. SFAS No. 133 requires the Company to recognize all derivatives as either
assets or liabilities and measure those instruments at fair value. It further
provides criteria for derivative instruments to be designated as fair value,
cash flow and foreign currency hedges and establishes respective accounting
standards for reporting changes in the fair value of the derivative instruments.
Upon adoption on January 1, 2001, the Company will be required to adjust hedging
instruments to fair value in the balance sheet and recognize the offsetting
gains or losses as adjustments to net income or other comprehensive income, as
appropriate. The Company is still in the process of finalizing the assessment of
the impact of SFAS No. 133 on the Company's financial statements, however, to
the best of the Company's knowledge SFAS No. 133 will not have a material impact
on the Company's financial position or results of operations.
8. BUSINESS VENTURE
On July 31, 2000 the Company announced the establishment of a strategic
relationship with Sony Electronics Inc. ("Sony") to form a new company. This
company, along with Panavision, will couple Sony's 24P CineAlta high definition
video camera with Panavision's advanced Primo Digital lenses to rent a
state-of-the-art digital camera system for use in the motion picture and
television industry. These camera systems will be available for rent through
Panavision's domestic and international owned and operated facilities and
worldwide agent network.
In addition, as part of the relationship Sony purchased, for an aggregate
consideration of $10.0 million, 714,300 shares of Panavision Common Stock
(approximately 8% of Panavision's Common Stock) and a warrant to acquire an
additional 714,300 shares of Panavision Common Stock at an exercise price of
$17.50 per share, subject to adjustment.
8
<PAGE>
PANAVISION INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
QUARTER ENDED SEPTEMBER 30, 2000 COMPARED TO QUARTER ENDED
SEPTEMBER 30, 1999
CAMERA RENTAL OPERATIONS
Camera rental revenue for the third quarter of 2000 was $33.3 million.
Revenue decreased $1.2 million, or 3.5%, compared to the third quarter of 1999.
Revenue reflects increases in rentals associated with feature film productions
in Canada and the U.K., offset by lower rental revenue generated from television
commercial production in the United States. The level of U.S. television
commercial production was impacted by the Screen Actors Guild strike, which
began May 1, 2000 resulting in a $1.2 million decline in third quarter revenue
versus the third quarter of 1999. Exchange rate changes also adversely affected
the quarter-to-quarter comparisons by $1.3 million, primarily reflecting the
impact of weaker European and Australian currencies versus the U.S. dollar.
Cost of camera rental for the third quarter was $15.3 million, a decrease of
$0.3 million, or 1.9%, from the third quarter of 1999. The decrease was
primarily due to lower maintenance cost on rental equipment and the favorable
impact of translating expenses of operations denominated in weaker currencies to
the U.S. dollar.
LIGHTING RENTAL OPERATIONS
Lighting rental revenue for the third quarter of 2000 was $12.1 million, an
increase of $2.2 million, or 22.2%, compared to the third quarter of 1999. The
increase primarily reflects stronger feature film revenue at Lee Lighting in the
U.K. Exchange rate changes adversely affected the quarter-to-quarter comparisons
by approximately $0.9 million.
Cost of lighting rental for the current quarter was $8.2 million, an
increase of $0.9 million, or 12.3%, from the third quarter of 1999. This change
was primarily due to additional costs associated with the revenue growth.
SALES AND OTHER
Sales and other revenue in the quarter declined $0.3 million, or 3.3%, from
the third quarter of 1999. Adverse foreign currency translation of $0.8 million
offset sales growth in Europe and Australia.
OPERATING COSTS
Selling, general and administrative expenses for the third quarter of 2000
were $13.4 million, a decrease of $1.4 million, or 9.5%, from the third quarter
of 1999. The decline reflects the impact of cost control efforts implemented
during the year and the favorable impact of weaker currencies versus the U.S.
dollar.
Research and development expenses for the current quarter were $1.4 million,
a decrease of $0.2 million, or 12.5%, from the third quarter of 1999.
9
<PAGE>
PANAVISION INC.
INTEREST, TAXES AND OTHER
Net interest expense for the third quarter of 2000 was $12.6 million, an
increase of $1.9 million, or 17.8%, from the third quarter of 1999. The increase
primarily reflects higher interest rates and debt levels as compared to the
third quarter of 1999.
The tax provision was $1.4 million and $1.5 million for the third quarters
ended September 30, 2000 and 1999, respectively. The tax provision relates to
the recording of taxes associated with profitable foreign operations and foreign
taxes withheld at source without a corresponding tax benefit being recorded for
U.S. losses. As of February 1, 1999, the Company and certain of its subsidiaries
and Mafco entered into a tax sharing agreement (the "Tax Sharing Agreement"),
pursuant to which Mafco has agreed to indemnify the Company against federal,
state or local income tax liabilities of the consolidated or combined group of
which Mafco (or a subsidiary of Mafco other than the Company or its
subsidiaries) is the common parent for taxable periods beginning on or after
February 1, 1999 during which the Company or a subsidiary of the Company is a
member of such group. See Note 6 of the 1999 Form 10-K for a discussion of the
Tax Sharing Agreement.
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1999
CAMERA RENTAL OPERATIONS
Camera rental revenue for the nine months ended September 30, 2000 was $93.3
million. Revenue decreased $1.1 million, or 1.2%, as compared to the nine months
ended September 30, 1999. The revenue reflects increases in rentals associated
with feature film productions in Canada and France, offset by lower rental
revenue generated from U.S. television commercial production. U.S. commercial
revenue, which has been adversely impacted by the Screen Actors Guild strike
since May 1, 2000, was $1.4 million lower than the corresponding May-September
period of 1999. Exchange rate changes also adversely affected the year-to-year
comparisons by almost $2.7 million, reflecting the impact of weaker European and
Australian currencies versus the U.S. dollar.
Cost of camera rental for the nine months ended was $45.9 million, a
decrease of $1.7 million, or 3.6%, from the nine months ended September 30,
1999. The decrease was primarily due to lower maintenance cost on rental
equipment and the favorable impact of translating expenses of operations
denominated in weaker currencies to the U.S. dollar.
LIGHTING RENTAL OPERATIONS
Lighting rental revenue for the nine months ended September 30, 2000 was
$29.2 million, an increase of $2.7 million, or 10.2%, compared to the nine
months ended September 30, 1999. The increase primarily reflects stronger
feature film revenue at Lee Lighting and additional rentals generated on the
lighting equipment acquired in Australia in the second quarter of 1999. Exchange
rate changes adversely affected the year-to-year comparisons by almost $1.5
million.
Cost of lighting rental for the nine months ended was $21.4 million, an
increase of $1.3 million, or 6.5%, from the nine months ended September 30,
1999. The change is primarily due to increased costs associated with the growth
in revenue at Lee Lighting and the expansion of the Australian lighting
operation.
SALES AND OTHER
Sales and other revenue in the nine months ended September 30, 2000 declined
$0.9 million, or 3.4%, from the nine months ended September 30, 1999. Adverse
currency effects accounted for the decline.
10
<PAGE>
PANAVISION INC.
OPERATING COSTS
Selling, general and administrative expenses for the nine months ended
September 30, 2000 were $42.7 million, a decrease of $0.8 million, or 1.8%, as
compared to the nine months ended September 30, 1999. The decrease reflects the
impact of cost control efforts implemented during the year and the favorable
impact of weaker currencies versus the U.S. dollar.
Research and development expenses for the nine months ended September 30,
2000 were $4.6 million, an increase of $0.2 million, or 4.5%, from the nine
months ended September 30, 1999. The increase was primarily due to increased
costs related to the development of products for digital application.
INTEREST, TAXES AND OTHER
Net interest expense for the nine months ended September 30, 2000 was $36.0
million, an increase of $5.0 million, or 16.1%, as compared to the nine months
ended September 30, 1999. The increase primarily reflects higher interest rates
and debt levels as compared to the nine months ended September 30, 1999.
The tax provision was $2.9 million and $3.0 million for the nine months
ended September 30, 2000 and 1999, respectively. The tax provision relates to
the recording of taxes associated with profitable foreign operations and foreign
taxes withheld at source without a corresponding tax benefit being recorded for
U.S. losses. As of February 1, 1999, the Company and certain of its subsidiaries
and Mafco entered into a tax sharing agreement (the "Tax Sharing Agreement"),
pursuant to which Mafco has agreed to indemnify the Company against federal,
state or local income tax liabilities of the consolidated or combined group of
which Mafco (or a subsidiary of Mafco other than the Company or its
subsidiaries) is the common parent for taxable periods beginning on or after
February 1, 1999 during which the Company or a subsidiary of the Company is a
member of such group. See Note 6 of the 1999 Form 10-K for a discussion of the
Tax Sharing Agreement.
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):
NINE MONTHS
ENDED SEPTEMBER 30,
-------------------------
2000 1999
-------- --------
Net cash provided by (used in):
Operating activities................... $ 12,296 $ 15,586
Investing activities................... (25,639) (24,864)
Financing activities................... 8,618 5,186
Cash provided by operating activities, for the nine months ended September
30, 2000, totaled $12.3 million comprised of the net loss of $21.4 million,
adjusted for depreciation and amortization of $28.1 million and the amortization
of the discount on the Notes of $13.1 million, offset by the net change in
working capital (excluding cash) and other miscellaneous items totaling $7.5
million. Total investing activities of $25.6 million included $26.2 million of
capital expenditures, offset by $0.6 million in proceeds received from the
disposition of fixed assets. The majority of the capital expenditures were used
to manufacture camera rental systems and accessories. Cash provided by financing
activities was $8.6 million, reflecting the capital contribution from the Sony
venture (see Note 8) and a decrease in net borrowings under the Credit
Agreement.
11
<PAGE>
PANAVISION INC.
Cash provided by operating activities, for the nine months ended September
30, 1999, totaled $15.6 million comprised of the net loss of $16.0 million,
adjusted for depreciation and amortization of $27.4 million, and the
amortization of the discount of the Notes of $11.9 million, offset by the net
change in working capital (excluding cash) and other miscellaneous items of $7.7
million. Total investing activities of $24.9 million were comprised of capital
expenditures of $28.0 million, offset by $3.1 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 $5.2 million. Borrowings of $11.5 million were offset by
repayments of $6.3 million under the Credit Agreement.
As of September 30, 2000, amounts outstanding under the Credit Agreement
were $218.6 million and $84.0 million for the term facilities and revolving
facility, respectively. The revolver is a 6-year facility with a maximum
aggregate principle amount of $100.0 million.
The Company intends to use the cash provided by operating activities to make
additional capital expenditures to manufacture camera systems and accessories
and purchase other rental equipment. Although there can be no assurance, the
Company believes that its existing working capital together with borrowings
under the Credit Agreement and anticipated cash flow from operating activities
will be sufficient to meet its expected operating and capital spending
requirements for the foreseeable future. The Company will not be required to pay
interest on the Notes until August 1, 2002, which management believes will
assist the Company in implementing its strategy.
Panavision currently anticipates that in order to pay the principal amount
at maturity of the Notes or upon the occurrence of an Event of Default (as
defined in the Notes), to redeem the Notes or to repurchase the Notes upon the
occurrence of a Change of Control (as defined in the 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 Notes, and the obligations of the
Company with respect to the 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 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 ownership
interest 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.
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q for the period ended September 30, 2000,
as well as certain of the Company's other public documents and statements and
oral statements contain 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 the 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.
12
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PANAVISION INC.
In addition to factors described in the Company's Securities and Exchange
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: (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. The Company assumes no
responsibility to update the forward-looking statements contained in this
filing.
Panavision is a leading designer and manufacturer of high-precision 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.
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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 September 30, 2000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There were no events of default upon senior securities during the
quarter ended September 30, 2000.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during
the third quarter of 2000.
ITEM 5. OTHER INFORMATION
No additional information need be presented.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.17* Stock and Warrant Purchase Agreement dated July 26, 2000 by and between
Sony Electronics Inc. and Panavision Inc.
10.18* Warrant No. W-1, dated July 26, 2000, Warrant for Purchase of Shares of
Common Stock from Panavision Inc. by Sony Electronics Inc.
10.19* Panavision Inc. Stockholders Agreement dated July 26, 2000 by and among
Panavision Inc. and Sony Electronics Inc.
10.20* Registration Rights Agreement dated July 26, 2000 by and between
Panavision Inc. and Sony Electronics Inc.
27. Financial Data Schedule.
(b) There were no Current Reports on Form 8-K filed in the third quarter of
2000.
* Incorporated herein by reference to the identically numbered exhibit to the
Company's Form 10-Q dated June 30, 2000.
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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 13, 2000 By: /S/ JOHN S. FARRAND
------------------------- -----------------------------------------
John S. Farrand
President and Chief Executive Officer
and Director
Date: November 13, 2000 By: /S/ SCOTT L. SEYBOLD
------------------------- -----------------------------------------
Scott L. Seybold
Executive Vice President and
Chief Financial Officer
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