<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, 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 August 9, 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 JUNE 30, 2000
<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.........9
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............................................................................13
Item 6. Exhibits and Reports on Form 8-K.............................................................13
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,
--------------------------- --------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Camera rental ...............................................$ 28,312 $ 28,787 $ 59,975 $ 59,900
Lighting rental.............................................. 9,189 9,477 17,109 16,625
Sales and other.............................................. 8,449 8,941 17,072 17,697
------------ ------------ ------------ ------------
Total rental revenue and sales............................... 45,950 47,205 94,156 94,222
Cost of camera rental........................................ 14,952 16,426 30,609 32,001
Cost of lighting rental...................................... 6,840 6,639 13,227 12,812
Cost of sales and other...................................... 4,486 4,681 9,484 9,684
------------ ------------ ------------ ------------
Gross margin................................................. 19,672 19,459 40,836 39,725
Selling, general and administrative expenses................. 14,116 14,602 29,226 28,741
Research and development expenses............................ 1,429 1,478 3,214 2,835
------------ ------------ ------------ ------------
Operating income............................................. 4,127 3,379 8,396 8,149
Interest income.............................................. 64 96 142 187
Interest expense............................................. (11,921) (10,352) (23,548) (20,554)
Foreign exchange loss........................................ (1,158) (410) (1,695) (1,146)
Other, net................................................... 321 889 590 1,094
------------ ------------ ------------ ------------
Loss before income taxes..................................... (8,567) (6,398) (16,115) (12,270)
Income tax provision ........................................ (917) (1,322) (1,474) (1,523)
------------ ------------ ------------ ------------
Net loss.....................................................$ (9,484) $ (7,720) $ (17,589) $ (13,793)
============ ============ ============ ============
Loss per share - Basic and Diluted...........................$ (1.17) $ (0.96) $ (2.18) $ (1.71)
============ ============ ============ ============
Shares used in computation - Basic and Diluted............... 8,056 8,056 8,056 8,056
</TABLE>
See accompanying notes.
3
<PAGE>
PANAVISION INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PAR VALUE DATA)
<TABLE>
<CAPTION>
JUNE 30, 2000 DECEMBER 31, 1999
------------- ------------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents..................................... $ 1,056 $ 5,417
Accounts receivable (net of allowance of $2,211 and $2,368)... 26,189 30,683
Inventories................................................... 10,709 10,366
Prepaid expenses.............................................. 2,984 2,854
Other current assets.......................................... 989 983
---------- ----------
Total current assets............................................. 41,927 50,303
Property, plant and equipment, net............................... 211,708 212,748
Other............................................................ 26,277 28,507
---------- ----------
Total assets..................................................... $ 279,912 $ 291,558
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable.............................................. $ 8,508 $ 7,991
Accrued liabilities........................................... 20,453 23,504
Current maturities of long-term debt.......................... 14,097 9,750
---------- ----------
Total current liabilities........................................ 43,058 41,245
Long-term debt................................................... 481,951 473,429
Deferred tax liabilities......................................... 4,622 4,878
Other liabilities................................................ 2,532 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; 8,056 shares issued and outstanding
at June 30, 2000 and December 31, 1999...................... 81 81
Additional paid-in capital.................................... 168,032 168,032
Accumulated deficit........................................... (412,891) (395,302)
Accumulated other comprehensive loss.......................... (7,473) (4,051)
---------- ----------
Total stockholders' deficiency.............................. (252,251) (231,240)
---------- ----------
Total liabilities and stockholders' deficiency................... $ 279,912 $ 291,558
========== ==========
</TABLE>
See accompanying notes.
4
<PAGE>
PANAVISION INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
----------------------------------------
2000 1999
----------------- -------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss...................................................... $ (17,589) $ (13,793)
Adjustments to derive net cash provided by operating
activities:
Depreciation and amortization............................ 18,652 18,118
Gain on sale of property and equipment................... (302) (1,739)
Amortization of discount on subordinated notes........... 8,622 7,847
Changes in operating assets and liabilities:
Accounts receivable.................................... 4,494 1,405
Inventories............................................ (343) (514)
Prepaid expenses and other current assets.............. (136) (2,281)
Accounts payable....................................... 517 2,063
Accrued liabilities.................................... (3,051) 2,434
Other, net............................................... 470 (1,791)
----------------- -------------------
Net cash provided by operating activities..................... 11,334 11,749
INVESTING ACTIVITIES
Capital expenditures.......................................... (19,575) (19,634)
Proceeds from dispositions of fixed assets.................... 415 2,698
----------------- -------------------
Net cash used in investing activities......................... (19,160) (16,936)
FINANCING ACTIVITIES
Borrowings under notes payable and credit agreement........... 12,000 8,000
Repayments of notes payable and credit agreement.............. (8,350) (4,814)
----------------- -------------------
Net cash provided by financing activities..................... 3,650 3,186
Effect of exchange rate changes on cash....................... (185) (121)
----------------- -------------------
Net decrease in cash and cash equivalents..................... (4,361) (2,122)
Cash and cash equivalents at beginning of period.............. 5,417 9,772
----------------- -------------------
Cash and cash equivalents at end of period.................... $ 1,056 $ 7,650
================= ===================
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid during the period............................... $ 14,764 $ 12,358
Income taxes paid during the period........................... $ 1,581 $ 954
</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):
JUNE 30, 2000 DECEMBER 31, 1999
--------------- -------------------
Finished goods.................. $ 4,314 $ 4,405
Work-in-process................. 211 202
Component parts................. 2,467 1,924
Supplies........................ 3,717 3,835
--------------- -------------------
$ 10,709 $ 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
JUNE 30, 2000 AMERICA EUROPE PACIFIC CORPORATE TOTAL
------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue from
external customers........... $ 21,119 $ 19,356 $ 5,475 $ - $ 45,950
Intersegment revenue........... 3,253 1,100 - - 4,353
Operating income............... 2,989 189 557 392 4,127
<CAPTION>
------------------------------------------------------------------
THREE MONTHS ENDED NORTH ASIA
JUNE 30, 1999 AMERICA EUROPE PACIFIC CORPORATE TOTAL
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue from
external customers........... $ 21,015 $ 19,975 $ 6,215 $ - $ 47,205
Intersegment revenue........... 3,454 1,229 - - 4,683
Operating income (loss)........ 2,865 251 407 (144) 3,379
<CAPTION>
------------------------------------------------------------------
SIX MONTHS ENDED NORTH ASIA
JUNE 30, 2000 AMERICA EUROPE PACIFIC CORPORATE TOTAL
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue from
external customers........... $ 46,380 $ 35,698 $ 12,098 $ - $ 94,156
Intersegment revenue........... 6,268 2,362 - - 8,630
Operating income (loss)........ 8,496 (2,475) 1,587 788 8,396
<CAPTION>
------------------------------------------------------------------
SIX MONTHS ENDED NORTH ASIA
JUNE 30, 1999 AMERICA EUROPE PACIFIC CORPORATE TOTAL
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue from
external customers........... $ 45,051 $ 38,299 $ 10,872 $ - $ 94,222
Intersegment revenue........... 6,049 2,423 - - 8,472
Operating income (loss)........ 8,397 (866) 883 (265) 8,149
</TABLE>
5. COMPREHENSIVE LOSS
For the quarter ended June 30, 2000 and 1999, comprehensive loss amounted
to $(11,046,000) and $(7,268,000), respectively. For the six months ended June
30, 2000 and 1999, comprehensive loss amounted to $(21,011,000) and
$(14,787,000), respectively. The difference between net loss and comprehensive
loss relates to the change in foreign currency translation adjustments.
7
<PAGE>
PANAVISION INC.
6. SUBSEQUENT EVENT
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 will couple Sony's 24P CineAlta high definition video camera
with Panavision's advanced Primo Digital lenses to form a state-of-the-art
digital camera system for use in the motion picture 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 JUNE 30, 2000 COMPARED TO QUARTER ENDED JUNE 30, 1999
CAMERA RENTAL OPERATIONS
Camera rental revenue for the second quarter of 2000 was $28.3 million.
Revenue decreased $0.5 million, or 1.7%, compared to the second quarter of 1999.
Revenue in the current quarter reflects modest increases in rentals associated
with feature film productions, offset by lower rental revenue generated from
television commercial production. The level of U.S. television commercial
production, in the second quarter of 2000, was impacted by the Screen Actors
Guild strike, which began May 1, 2000. Exchange rate changes also adversely
affected the quarter-to-quarter comparisons by almost $1.0 million, primarily
reflecting the impact of weaker European and Australian currencies versus the
U.S. dollar.
Cost of camera rental for the second quarter was $15.0 million, a decrease
of $1.4 million, or 8.5%, from the second quarter of 1999, primarily reflecting
lower maintenance cost on rental equipment.
LIGHTING RENTAL OPERATIONS
Lighting rental revenue for the second quarter of 2000 was $9.2 million, a
decrease of $0.3 million, or 3.2%, compared to the second quarter of 1999. The
decline primarily reflects lower revenue in the Eastern and Midwest portions of
the U.S., as a result of lower production levels.
Cost of lighting rental for the current quarter was $6.8 million, an
increase of $0.2 million, or 3.0%, from the second quarter of 1999. This change
reflects a slight increase in maintenance costs on the lighting equipment.
SALES AND OTHER
Sales and other revenue in the quarter declined $0.5 million, or 5.6%, from
the second quarter of 1999. Adverse currency effects accounted for the majority
of the decline.
OPERATING COSTS
Selling, general and administrative expenses for the second quarter of 2000
were $14.1 million, a decrease of $0.5 million, or 3.4%, from the second quarter
of 1999. The decline reflects the impact of cost control efforts implemented
during the year.
Research and development expenses for the current quarter were $1.4
million, a decrease of $0.1 million, or 6.7%, from the second quarter of 1999.
INTEREST, TAXES AND OTHER
Net interest expense for the second quarter of 2000 was $11.9 million, an
increase of $1.6 million, or 15.5%, from the second quarter of 1999. The
increase primarily reflects higher interest rates and debt levels as compared to
the second quarter of 1999.
The tax provision was $917,000 and $1,322,000 for the second quarter ended
June 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.
9
<PAGE>
PANAVISION INC.
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.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
CAMERA RENTAL OPERATIONS
Camera rental revenue for the six months ended June 30, 2000 was $60.0
million. Revenue increased only slightly as compared to the six months ended
June 30, 1999. Revenue on a year-to-date basis reflects modest increases in
rentals associated with feature film productions, offset by lower rental revenue
generated from television commercial in the second quarter of 2000. Exchange
rate changes also adversely affected the year-to-year comparisons by almost $1.4
million, primarily reflecting the impact of weaker European and Australian
currencies versus the U.S. dollar.
Cost of camera rental for the six months ended was $30.6 million, a
decrease of $1.4 million, or 4.4%, from the six months ended June 30, 1999,
primarily reflecting lower maintenance cost on rental equipment.
LIGHTING RENTAL OPERATIONS
Lighting rental revenue for the six months ended June 30, 2000 was $17.1
million, an increase of $0.5 million, or 3.0%, compared to the six months ended
June 30, 1999. The increase primarily reflects additional lighting rentals
generated on the lighting equipment acquired in Australia in the second quarter
of 1999, offset by lower feature film revenue at Lee Lighting in the UK.
Cost of lighting rental for the six months ended was $13.2 million, an
increase of $0.4 million, or 3.1%, from the six months ended June 30, 1999. The
change reflects increased costs associated with the expansion of the Australian
lighting operation, offset by a reduction in labor costs associated with the
lower revenue at Lee Lighting.
SALES AND OTHER
Sales and other revenue in the six months ended June 30, 2000 declined $0.6
million, or 3.4%, from the six months ended June 30, 1999. Adverse currency
effects accounted for the majority of the decline.
OPERATING COSTS
Selling, general and administrative expenses for the six months ended June
30, 2000 were $29.2 million, an increase of $0.5 million, or 1.7%, as compared
to the six months ended June 30, 1999. The increase was the result of additional
operating costs associated with the expansion of the Australian lighting
operation and higher corporate costs and legal expenses.
Research and development expenses for the six months ended June 30, 2000
were $3.2 million, an increase of $0.4 million, or 14.3%, from the six months
ended June 30, 1999. The increase was primarily due to increased costs related
to the development of products for digital application.
10
<PAGE>
PANAVISION INC.
INTEREST, TAXES AND OTHER
Net interest expense for the six months ended June 30, 2000 was $23.4
million, an increase of $3.0 million, or 14.7%, as compared to the six months
ended June 30, 1999. The increase primarily reflects higher interest rates and
debt levels as compared to the six months ended June 30, 1999.
The tax provision was $1,474,000 and $1,523,000 for the six months ended
June 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):
SIX MONTHS
ENDED JUNE 30,
-----------------------
2000 1999
--------- ---------
Net cash provided by (used in):
Operating activities........................ $ 11,334 $ 11,749
Investing activities........................ (19,160) (16,936)
Financing activities........................ 3,650 3,186
Cash provided by operating activities, for the six months ended June 30,
2000, totaled $11.3 million comprised of the net loss of $17.6 million, adjusted
for depreciation and amortization of $ 18.7 million and the amortization of the
discount on the Notes of $8.6 million, offset by the net change in working
capital (excluding cash) and other miscellaneous items totaling $1.6 million.
Total investing activities of $19.2 million included $19.6 million of capital
expenditures, offset by $0.4 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 $3.7 million, primarily reflecting an increase in net borrowings
under the Credit Agreement.
Cash provided by operating activities, for the six months ended June 30,
1999, totaled $11.7 million comprised of the net loss of $13.8 million, adjusted
for depreciation and amortization of $18.1 million, and the amortization of the
discount of the Notes of $7.8 million, offset by the net change in working
capital (excluding cash) and other miscellaneous items of $0.4 million. 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 Credit Agreement.
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
11
<PAGE>
PANAVISION INC.
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 June 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.
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.
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, 2000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There were no events of default upon senior securities during the
quarter ended June 30, 2000.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Company's Annual Meeting of Stockholders was held on May 25, 2000.
(b) Item 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 and the ratification of the selection of Ernst &
Young LLP, as independent auditors for the Company for the fiscal
year ending December 31, 2000. The results of the voting on matters
presented at the Company's Annual Meeting of Stockholders were as
follows:
DESCRIPTION VOTES FOR VOTES WITHHELD
----------- --------- --------------
ELECTION OF DIRECTORS:
Ronald O. Perelman 7,885,037 2,615
John S. Farrand 7,884,887 2,765
Howard Gittis 7,884,183 3,469
James R. Maher 7,884,187 3,465
Joseph P. Page 7,885,421 2,231
Martin D. Payson 7,885,621 2,031
William C. Scott 7,885,621 2,031
Kenneth Ziffren 7,885,321 2,331
There were no abstentions or broker non-votes on the election of
Directors.
<TABLE>
<CAPTION>
DESCRIPTION VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES
----------- --------- ------------- ----------- ----------------
<S> <C> <C> <C> <C>
Ratification of the
Appointment of Ernst
& Young LLP 7,886,478 1,044 130 0
</TABLE>
ITEM 5. OTHER INFORMATION
No additional information need be presented.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(d) 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.
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<PAGE>
PANAVISION INC.
(d) Exhibits - Continued
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.
(e) There were no Current Reports on Form 8-K filed in the second quarter
of 2000.
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<PAGE>
PANAVISION INC.
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 10, 2000 By: /S/ JOHN S. FARRAND
----------------------- -----------------------------------------
John S. Farrand
President and Chief Executive Officer
and Director
Date: August 10, 2000 By: /S/ SCOTT L. SEYBOLD
----------------------- -----------------------------------------
Scott L. Seybold
Executive Vice President and
Chief Financial Officer
15
