UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 29, 1996
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 33-48904
MAFCO WORLDWIDE CORPORATION
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-3607202
- --------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
THIRD STREET AND JEFFERSON AVENUE, CAMDEN, N.J. 08104
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
609-964-8840
- ------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- ------------------------------------------------------------------------------
(Registrant's former address)
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 requirement for the past 90 days. X Yes No
Indicate the number of shares outstanding of each of the
issuer's classes of common stock as of
the latest practicable date.
Class Outstanding at October 30, 1996
- ----------------------- -------------------------------
Common Stock, $1.00 par 1,000
As of October 30, 1996, all of the Registrant's
outstanding common stock was indirectly held by
Mafco Consolidated Group, Inc.
<PAGE>
MAFCO WORLDWIDE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTH PERIODS ENDED NINE MONTH PERIODS ENDED
------------------------- ------------------------
SEPTEMBER 29, OCTOBER 1, SEPTEMBER 29, OCTOBER 1,
1996 1995 1996 1995
--------- -------- -------- --------
<S> <C> <C> <C> <C>
NET SALES ......................................... $ 25,060 $ 25,086 $ 77,725 $ 80,376
Cost of sales ..................................... 14,271 14,643 43,642 47,202
-------- -------- -------- --------
GROSS PROFIT ...................................... 10,789 10,443 34,083 33,174
Selling, general and administrative expenses ...... 1,620 2,376 6,503 6,841
-------- -------- -------- --------
OPERATING INCOME .................................. 9,169 8,067 27,580 26,333
Non operating expenses (income):
Interest expense, net ........................ 2,981 3,259 9,119 9,952
Amortization of deferred charges and bank fees 286 270 850 822
Other, net ................................... 28 (13) (127) 94
-------- -------- -------- --------
EARNINGS BEFORE INCOME TAXES ...................... 5,874 4,551 17,738 15,465
Provision for income taxes ........................ 2,287 1,805 6,919 6,041
-------- -------- -------- --------
NET EARNINGS ...................................... $ 3,587 $ 2,746 $ 10,819 $ 9,424
======== ======== ======== ========
</TABLE>
See Notes to Unaudited Condensed Consolidated Financial Statements.
2
<PAGE>
MAFCO WORLDWIDE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 29, DECEMBER 31,
1996 1995
---------- ----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ....................................... $ 9,924 8,542
Trade accounts receivable, net .................................. 12,065 10,403
Inventories ..................................................... 43,948 45,472
Deferred income taxes ........................................... 999 1,722
Other current assets ............................................ 273 1,729
--------- ---------
Total current assets ........................................ 67,209 67,868
Property, Plant and Equipment, Net .................................. 10,455 10,619
Deferred Debt Issuance Costs ........................................ 3,575 4,236
Deferred Income Taxes ............................................... 845 1,026
Goodwill and Other Assets ........................................... 1,523 1,554
--------- ---------
TOTAL ASSETS ........................................................ $ 83,607 $ 85,303
========= =========
LIABILITIES & STOCKHOLDER'S DEFICIT
CURRENT LIABILITIES:
Current portion of long-term debt ............................... $ 11,200 10,232
Short term borrowings ........................................... 728
Trade accounts payable .......................................... 4,362 5,625
Accrued liabilities ............................................. 9,142 4,838
--------- ---------
Total current liabilities ................................... 24,704 21,423
Long-Term Debt ...................................................... 99,915 108,078
Pension Plan Liabilities ............................................ 1,852 1,929
Deferred Income Taxes and Other Liabilities ......................... 1,214 1,215
--------- ---------
TOTAL LIABILITIES ................................................... 127,685 132,645
STOCKHOLDER'S DEFICIT:
Common stock, par value $1.00 per share, 1,000 shares authorized,
issued and outstanding ...................................... 1 1
Accumulated deficit ............................................. (45,421) (49,220)
Currency translation adjustment ................................. 1,342 1,877
--------- ---------
TOTAL STOCKHOLDER'S DEFICIT ......................................... (44,078) (47,342)
--------- ---------
TOTAL LIABILITIES & STOCKHOLDER'S DEFICIT ........................... $ 83,607 $ 85,303
========= =========
</TABLE>
See Notes to Unaudited Condensed Consolidated Financial Statements.
3
<PAGE>
MAFCO WORLDWIDE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTH PERIODS ENDED
------------------------
SEPTEMBER 29, OCTOBER 1,
1996 1995
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings ......................................................... $ 10,819 $ 9,424
-------- --------
Adjustments to reconcile net earnings to net cash flows from operating
activities:
Depreciation and amortization .................................... 2,224 2,138
Earnings of affiliates lower than distributions .................. 694
Changes in assets and liabilities:
Increase in notes and trade receivables ....................... (706) (3,538)
Decrease in inventories ....................................... 1,181 4,668
Decrease in accounts payable .................................. (1,207) (1,461)
Increase in accrued liabilities ............................... 4,224 2,792
Other, net ..................................................... 1,348 1,380
-------- --------
7,064 6,673
Net cash flows from operating activities ............................. 17,883 16,097
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ................................................. (1,463) (1,487)
Proceeds from sale of joint venture .................................. 20
-------- --------
Net cash flows from investing activities ............................. (1,463) (1,467)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings ............................................. 231
Repayment of borrowings .............................................. (7,935) (4,223)
Dividends paid ....................................................... (7,020) (9,000)
-------- --------
Net cash flows from financing activities ............................. (14,955) (12,992)
EFFECT OF EXCHANGE RATE CHANGES ON CASH .............................. (83) 76
-------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS ............................ 1,382 1,714
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ..................... 8,542 7,623
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ........................... $ 9,924 $ 9,337
======== ========
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
Interest paid ........................................................ $ 6,721 $ 8,392
Income taxes paid .................................................... 5,362 5,326
</TABLE>
See Notes to Unaudited Condensed Consolidated Financial Statements.
4
<PAGE>
MAFCO WORLDWIDE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(UNAUDITED)
1. BACKGROUND AND BASIS OF PRESENTATION
Mafco Worldwide Corporation (the "Company"), a Delaware corporation was
formed in 1991 and is an indirect wholly-owned subsidiary of Mafco
Consolidated Group Inc. ("MC Group").
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information. 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 accruals) considered necessary for
a fair presentation have been included. Operating results for the interim
periods are not necessarily indicative of the results that may be expected for
a full year.
2. INVENTORIES
Inventories are valued at the lower of cost or market and consist of the
following:
SEPTEMBER 29, DECEMBER 31,
1996 1995
------- -------
Raw materials and supplies $31,958 $32,820
Work-in-process .......... 451 296
Finished goods ........... 11,539 12,356
------- -------
$43,948 $45,472
======= =======
3. SALE OF THE COMPANY BY MCG
On October 23, 1996, MC Group entered into a Stock and VSR Purchase
Agreement (the "Purchase Agreement"), dated as of October 23, 1996, with Power
Control Technologies, Inc. ("PCT") and PCT International Holdings Inc., a
Delaware corporation and wholly owned subsidiary of PCT ("Purchaser"), pursuant
to which Purchaser has agreed to purchase from MC Group and MC Group has agreed
to sell and issue to Purchaser, all the issued and outstanding shares (the
"Shares") of capital stock of Flavors Holdings Inc., a Delaware corporation and
the direct parent of the Company ("Flavors"), and 23,156,502 Value Support
Rights (each a "VSR" and collectively, the "VSRs") to be issued pursuant to the
Value Support Rights Agreement(the "VSR Agreement") to be entered into between
MC Group and American Stock Transfer & Trust Company, as trustee. The agreement
was unanimously approved by the Boards of Directors of MC Group and PCT and, in
the case of PCT, upon the recommendation of a Special Committee of directors who
are not officers or employees of PCT or its affiliates including MC Group,
formed to consider the transaction. The transaction is expected to close in the
fourth quarter of 1996.
In consideration for the Shares and VSRs, Purchaser has agreed to pay MC
Group cash in the amount of $180,000. In addition, Purchaser shall pay MC Group
deferred cash payments of $3,700 on June 30, 1997 and $3,500 on December 31,
1997.
It is anticipated that the VSRs will be distributed to all holders of PCT
Common Stock and PCT Preferred Stock promptly following the effectiveness of a
registration statement to be filed by MC Group with the Securities and Exchange
Commission. Each VSR, subject to certain limitations, entitles its holder to
receive a payment, if any, of up to $3.25 per VSR if the 30-Day Average Market
Price (as defined in the VSR Agreement) of PCT Common Stock is below $11.00 per
share on January 1, 1999; provided, however, MC Group has an optional right to
call the VSRs each April 1, July 1, October 1 and January 1 from and including
April 1, 1997 to and including October 1, 1998 (each, an "Optional Call Date").
If MC Group calls the VSRs on or before January 1, 1998, holders will be
entitled to receive a payment of at least $0.50 and up to $3.25 per VSR if the
30-Day Average Market Price is below $10.25 per share as of such Optional Call
Date. If MC Group calls the VSRs after January 1, 1998, each VSR will entitle
its holder to a payment, if any, of up to $3.25 per VSR if the 30-Day Average
Market Price is below $11.00 per share on such Optional Call Date.
The Purchase Agreement contains a number of representations, warranties and
covenants by the parties.
5
<PAGE>
MAFCO WORLDWIDE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS:
The Company's revenues are principally derived from sales of licorice
extract to the tobacco and confectionery industries for use as a flavoring
ingredient. Sales are recorded when shipment is made to customers.
Three month period ended September 29, 1996 compared with the three month
period ended October 1, 1995
Net sales were $25.1 million in both 1996 and 1995.
Cost of sales was $14.3 million and $14.6 million in 1996 and 1995,
respectively, a decrease of $0.3 million or 2.5%. This decrease was primarily
due to a decrease in raw material costs. As a percentage of net sales, cost of
sales decreased to 56.9% in 1996 from 58.4% in 1995 due to the lower raw
material costs.
Selling, general and administrative ("SG&A") expenses were $1.6 million
and $2.4 million in 1996 and 1995, respectively. The decrease is due to a bad
debt recovery. Excluding this item, SG&A expenses were the same in 1996 and
1995.
Interest expense, net was $3.0 million in 1996 and $3.3 million in 1995, a
decrease of $0.3 million or 8.5%. The decrease was due to lower average debt
outstanding in 1996 as compared to 1995.
The provision for income taxes as a percentage of earnings before income
taxes was 38.9% in 1996 and 39.7% in 1995.
Nine month period ended September 29, 1996 compared with the nine month
period ended October 1, 1995
Net sales in 1996 and 1995 were $77.7 million and $80.4 million,
respectively, a decrease of $2.7 million or 3.3%. The decrease was due to
lower shipment volume to the Company's customers primarily in the tobacco
industry as a result of competition from other licorice producers, decreased
demand and the timing of shipments to customers.
Cost of sales was $43.6 million and $47.2 million in 1996 and 1995,
respectively, a decrease of $3.6 million or 7.5%. The decrease in cost of
sales was due to the decrease in sales volume and lower raw material costs. As
a percentage of net sales, cost of sales decreased to 56.1% in 1996 from 58.7%
in 1995 primarily due to lower raw material costs and an insurance recovery
related to damaged inventory.
SG&A expenses were $6.5 million and $6.8 million in 1996 and 1995,
respectively, a decrease of $0.3 million or 4.9%. A bad debt recovery was
offset in part by higher expenses for salaries and professional services. As a
percentage of net sales, SG&A expenses were 8.4% in 1996 and 8.5% in 1995.
6
<PAGE>
MAFCO WORLDWIDE CORPORATION
RESULTS OF OPERATIONS (CONTINUED):
Interest expense, net was $9.1 million in 1996, and $10.0 million in 1995,
a decrease of $0.9 million or 8.4%. The decrease was due to lower average debt
outstanding in 1996 as compared to 1995.
The provision for income taxes as a percentage of earnings before income
taxes was 39.0% in 1996 and 39.1% in 1995.
LIQUIDITY AND CAPITAL RESOURCES
The Company's net cash flows from operating activities were $17.9 million
and $16.1 million for the nine month periods ended September 29, 1996 and
October 1, 1995, respectively. The increase of $1.8 million in 1996 was due to
higher net earnings in 1996, a smaller increase in accounts receivable in
1996, and a larger increase in accrued liabilities due to the timing of
payments offset in part by a smaller inventory reduction in 1996. The
Company's working capital requirements, especially for accounts receivables
and inventory are affected by customer demand, by current and prospective
supplies of raw materials and raw material prices. Management believes the
current inventory of $43.9 million is adequate to meet customer requirements.
Inventory levels may fluctuate in the future as the Company takes advantage of
opportunities to purchase quality raw materials at favorable prices while
maintaining its policy of purchasing licorice root from all available sources
to maintain relationships with its suppliers.
Capital expenditures for the nine month periods ended September 29, 1996
and October 1, 1995 were $1.5 million in both periods. While the Company has
not made any material commitments for capital expenditures, they are expected
to be approximately $0.8 million for the remainder of 1996.
On October 23, 1996 MC Group entered into a Stock and VSR Purchase Agreement
(the "Purchase Agreement"), dated as of October 23, 1996, with Power Control
Technologies, Inc. ("PCT") and PCT International Holdings Inc., a Delaware
corporation and wholly owned subsidiary of PCT ("Purchaser"), pursuant to which
Purchaser has agreed to purchase from MC Group and MC Group has agreed to sell
and issue to Purchaser, all the issued and outstanding shares (the "Shares") of
capital stock of Flavors Holdings Inc., a Delaware corporation and the direct
parent of the Company ("Flavors") and 23,156,502 Value Support Rights (each a
"VSR" and collectively, the "VSRs") to be issued pursuant to the Value Support
Rights Agreement (the "VSR Agreement") to be entered into between MC Group and
American Stock Transfer & Trust Company, as trustee. The agreement was
unanimously approved by the Boards of Directors of MC Group and PCT and, in the
case of PCT, upon the recommendation of a Special Committee of directors who are
not officers or employees of PCT or its affiliates including MC Group, formed to
consider the transaction. The transaction is expected to close in the fourth
quarter of 1996. It is anticipated that the Company will pay a $5.4 million
dividend to MC Group prior to the close of the transaction.
In consideration for the Shares and VSRs, Purchaser has agreed to pay MC
Group cash in the amount of $180 million. In addition, Purchaser shall pay MC
Group deferred cash payments of $3.7 million on June 30, 1997 and $3.5 million
on December 31, 1997.
It is anticipated that the VSRs will be distributed to all holders of PCT
Common Stock and PCT Preferred Stock promptly following the effectiveness of a
registration statement to be filed by MC Group with the Securities and Exchange
Commission. Each VSR, subject to certain limitations, entitles its holder to
receive a payment, if any, of up to $3.25 per VSR if the 30-Day Average Market
Price (as defined in the VSR Agreement) of PCT Common Stock is below $11.00 per
Share on January 1, 1999; provided, however, MC Group has an optional right to
call the VSRs each April 1, July 1, October 1, and January 1 from and including
April 1, 1997 to and including October 1, 1998, (each an "Optional Call Date").
If MC Group calls the VSRs on or before January 1, 1998, holders will be
entitled to receive a payment of at least $0.50 and up to $3.25 per VSR if the
30-Day Average Market Price is below $10.25 per share as of such Optional Call
Date. If MC Group calls the VSRs after January 1, 1998 each VSR will entitle
its holder to a payment, if any, of up to $3.25 per VSR if the 30-Day Average
Market Price is below $11.00 per share on such Optional Call Date.
7
<PAGE>
MAFCO WORLDWIDE CORPORATION
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED):
On October 7, 1996, the Company entered into a joint venture agreement
with a Chinese partner to produce tobacco flavoring in China. As part of this
agreement the Company will purchase one half of certain assets of Weihai Green
Industry of Science and Technology for approximately $1.2 million.
Under the Senior Credit agreement, the Company may borrow up to $25.0
million under a revolving credit facility. At September 29, 1996 approximately
$2.4 million of this facility had been reserved to support lender guarantees
for outstanding letters of credit. Management believes the remaining
availability of approximately $22.6 million under the Company's revolving
credit facility will be sufficient to meet the Company's working capital,
capital expenditure and debt service needs through the end of 1996.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
There were no reports filed on Form 8-K during the period covered
by this report.
8
<PAGE>
MAFCO WORLDWIDE CORPORATION
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.
MAFCO WORLDWIDE CORPORATION
(Registrant)
Date: October 30, 1996 By: /s/Stephen G. Taub
-------------------------------------
Stephen G. Taub
President and Chief Operating Officer
Date: October 30, 1996 By:/s/ Peter W. Grace
--------------------------------------
Peter W. Grace
Senior Vice President, Controller
and Treasurer
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Mafco
Worldwide Corporation's Condensed Consolidated Balance Sheet and Statement of
Earnings and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<CIK> 0000061113
<NAME> Mafco Worldwide Corporation
<MULTIPLIER> 1,000
<CURRENCY> USD
<EXCHANGE-RATE> 1
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-29-1996
<CASH> 9,924
<SECURITIES> 0
<RECEIVABLES> 12,136
<ALLOWANCES> 71
<INVENTORY> 43,948
<CURRENT-ASSETS> 67,209
<PP&E> 28,638
<DEPRECIATION> 18,183
<TOTAL-ASSETS> 83,607
<CURRENT-LIABILITIES> 24,704
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> (44,079)
<TOTAL-LIABILITY-AND-EQUITY> 83,607
<SALES> 77,725
<TOTAL-REVENUES> 77,725
<CGS> 43,642
<TOTAL-COSTS> 43,642
<OTHER-EXPENSES> 6,922
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,423
<INCOME-PRETAX> 17,738
<INCOME-TAX> 6,919
<INCOME-CONTINUING> 10,819
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,819
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
