<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of
Report (Date of earliest event reported): March 9, 1998
CAMERA PLATFORMS INTERNATIONAL, INC.
------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 0-14675 95-4024550
(State or other jurisdiction (Commission (IRS Employer identification No.)
of incorporation or organization) File Number)
</TABLE>
10909 Vanowen Street, North Hollywood, CA 91605 (Address
--------------------------------------------------------
of principal executive offices) (Zip Code)
(818) - 623-1700
----------------
(Registrant's telephone number, including area code)
Not Applicable
--------------
(Former name or former address if changed since last report)
<PAGE> 2
Item 2. Acquisition or Disposition of Assets
On April 6, 1998, Camera Platforms International, Inc. ("CPI" or "the Company")
acquired the business of Production Services - Atlanta, Inc. ("PSA"), pursuant
to an Asset Purchase Agreement dated February 9,1998, as amended by the
Modification to Purchase Agreement dated March 6, 1998, (the as amended
"Purchase Agreement"), among CPI and the principle owners of PSA. Pursuant to
the Purchase Agreement the owners of PSA are to receive consideration totaling
$2.1 million consisting of (i) $1 million cash at closing, (ii) a $500,000
promissory note due in three years with interest at 8% payable quarterly and
(iii) 600,000 shares of CPI stock. The amount of consideration paid to the
owners of PSA was reached through arms-length negotiations.
Prior to the acquisition, PSA was owned by Marion Crowder and Yasuko Crowder.
PSA operates in Atlanta, Georgia and Nashville, Tennessee and has provided
professional grip equipment and expendable supplies to the film and television
production industry.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
PSA was acquired by CPI on April 6, 1998. The audited financial statements of
PSA, and the related Independent Auditor's Reports for the PSA fiscal years
ended December 31, 1997 and 1996 are included at Addendum I.
(b) Pro forma Financial Information (unaudited)
The required pro forma combined financial data is included at Addendum II
<PAGE> 3
(c) Exhibits
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Document Description
------- --------------------
<S> <C>
The plan of acquisition comprising the terms of the Purchase
Agreement consist of the following:
2. i. Asset Purchase Agreement as of February 9, 1998 among
Marion Crowder and Yasuko Crowder and CPI
ii. Letter from Production Services -- Atlanta, Inc., dated
March 4, 1998, and
iii. Modification to Purchase Agreement as of March 6, 1998
Together with the following exhibit thereto:
i. Secured Promissory note date as of April 3, 1998 made by
CPI in favor of Production Services - Atlanta, Inc.
23. Consent of Independent Auditors
</TABLE>
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,the
registrant has duly caused this report on Form 8-K/A, to be signed on its behalf
by the undersigned hereto duly authorized.
Camera Platforms International, Inc.
(Registrant)
Date: May 15, 1998
By: S/Roy Atlas
-------------------------------------
Roy Atlas
President and Chief Operating Officer
By: S/James P. Robinson
-------------------------------------
James P. Robinson
Chief Financial Officer
<PAGE> 5
ADDENDUM I
PRODUCTION SERVICES - ATLANTA, INC.
ATLANTA, GEORGIA
FINANCIAL STATEMENTS
DECEMBER 31, 1997
<PAGE> 6
PRODUCTION SERVICES - ATLANTA, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
ACCOUNTANTS' REPORT.........................................................1
FINANCIAL STATEMENTS
Balance Sheet..........................................................2
Statement of Loss and Retained Earnings................................3
Statement of Cash Flows................................................4
Notes to Financial Statements..........................................5-8
</TABLE>
<PAGE> 7
To the Board of Directors and Stockholder
Production Services - Atlanta, Inc.
Atlanta, Georgia
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheet of Production Services - Atlanta,
Inc. as of December 31, 1997 and the related statements of loss and retained
earnings and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the balance sheet of Production Services - Atlanta, Inc. as of
December 31, 1997, and the related statements of loss and retained earnings and
cash flows for the year then ended present fairly, in all material respects, the
financial position of Production Services - Atlanta, Inc. as of December 31,
1997 and the results of its operations and cash flows for the year then ended in
conformity with generally accepted accounting principles.
/s/ Ethridge & Kanarick
Atlanta, Georgia
May 12, 1998
<PAGE> 8
PRODUCTION SERVICES - ATLANTA, INC.
BALANCE SHEET
DECEMBER 31, 1997
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS
Cash $ 140
Accounts receivable, net of allowance
for doubtful accounts of $17,188 131,695
Inventories 69,046
Prepaid expenses 1,913
----------
TOTAL CURRENT ASSETS 202,794
----------
PROPERTY AND EQUIPMENT
Machinery and rental equipment
(Notes 2 and 4) 6,291,753
Vehicles (Note 2) 199,628
Leasehold improvements 158,796
Furniture and fixtures 123,865
----------
6,774,042
Less: accumulated depreciation 6,044,940
----------
729,102
----------
OTHER ASSETS
Deposits 175
----------
TOTAL ASSETS $ 932,071
==========
</TABLE>
<PAGE> 9
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
<TABLE>
<S> <C>
CURRENT LIABILITIES
Current portion of long-term debt
(Note 2) $ 91,396
Accounts payable 433,135
Accrued expenses 7,982
Deferred income 3,069
-----------
TOTAL CURRENT LIABILITIES 535,582
-----------
LONG-TERM LIABILITIES
Long-term debt, net of current
maturities (Note 2) 390,332
Loan from stockholder (Note 3) 151,365
-----------
541,697
-----------
TOTAL LIABILITIES 1,077,279
-----------
COMMITMENTS AND CONTINGENCIES (Note 5)
STOCKHOLDER'S EQUITY (DEFICIT)
Common stock, no par value, 10,000
shares authorized, 500 shares
issued of which 175 shares are
held in treasury 500
Retained earnings - dated
December 31, 1984 (Note 6) 29,292
-----------
29,792
Less treasury stock at cost 175,000
-----------
(145,208)
-----------
TOTAL LIABILITIES AND STOCKHOLDER'S
EQUITY (DEFICIT) $ 932,071
===========
</TABLE>
The accompanying notes are
an integral part of the financial statements.
-2-
<PAGE> 10
PRODUCTION SERVICES - ATLANTA, INC.
STATEMENT OF LOSS AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Amount Percent
------ -------
<S> <C> <C>
NET SALES $ 1,296,878 100.0%
----------- -----
COST OF SALES, including
depreciation of $295,376 701,271 54.1
----------- -----
GROSS PROFIT 595,607 45.9
OPERATING EXPENSES 897,805 69.2
----------- -----
INCOME (LOSS) FROM
OPERATIONS (302,198) (23.3)
----------- -----
OTHER INCOME (EXPENSE)
Interest expense (57,306) (4.4)
Gain on sale of assets 8,500 .6
----------- -----
(48,806) (3.8)
----------- -----
INCOME (LOSS) FROM
OPERATIONS (351,004) (27.1)
PROVISION FOR INCOME TAXES 0 .0
----------- -----
NET INCOME (LOSS) (351,004) (27.1)%
=====
RETAINED EARNINGS,
BEGINNING OF YEAR 380,296
-----------
RETAINED EARNINGS,
END OF YEAR $ 29,292
===========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
-3-
<PAGE> 11
PRODUCTION SERVICES - ATLANTA, INC.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(351,004)
Adjustments to reconcile net loss
to net cash:
Depreciation 312,538
Gain on sale of assets (8,500)
Provision for bad debt 17,188
Refund of deposits 1,150
Adjustments for working capital changes:
Accounts receivable (28,972)
Inventory 12,361
Prepaid expenses 485
Accounts payable 238,006
Accrued expenses 1,891
Deferred income 386
---------
Net cash provided by operating
activities 195,529
---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of assets 8,500
Capital expenditures (46,055)
---------
Net cash (used) by investing activities (37,555)
---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan from related party 52,000
Principal payments under long-term debt (216,625)
---------
Net cash (used) by
financing activities (164,625)
---------
NET DECREASE IN CASH (6,651)
CASH, beginning of year 6,791
---------
CASH, end of year $ 140
=========
SUPPLEMENTAL INFORMATION:
Interest $ 57,306
=========
Income taxes $ 0
=========
</TABLE>
The accompanying notes are an
integral part of the financial statements.
-4-
<PAGE> 12
PRODUCTION SERVICES - ATLANTA, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting policies and methods of their application that significantly
affect the financial position, results of operations and changes in
financial position of the Company are as follows:
REVENUE RECOGNITION
The Company sells and leases equipment, machinery and machine parts for
the film production industry. Sales are recognized at the time the goods
are shipped. Since all leases are for short terms, lease revenue is
recognized at the end of the lease. Certain leases are billed in advance
and the unearned portion is reflected as deferred income on the balance
sheet.
INVENTORIES
Inventories consist of expendable parts and are stated at first-in,
first-out (FIFO) cost.
PROPERTY AND EQUIPMENT
Property and equipment consists of all equipment other than expendable
parts and are stated at cost, net of accumulated depreciation except for
machinery and equipment which is identified below. Depreciation is
provided for on the straight-line method over the useful lives of the
assets which range from three to thirty-one and a half years. Additions
and major improvements to existing assets are capitalized. Minor
improvements and maintenance and repairs are charged to expense as
incurred.
All acquisitions of machinery and rental equipment prior to 1984 are
stated at historical cost where assets can be specifically identified.
The remainder of the purchases before 1984 are stated at acquisition
cost on December 31, 1984.
LEASED PROPERTY
Leases which meet certain criteria are classified as capital leases, and
the related assets and liabilities are recorded at amounts equal to the
lesser of the present value of the minimum lease payments or the fair
value of the leased property at the beginning of the lease term.
Depreciation is recorded over the assets' useful lives of five to seven
years. Interest expense relating to the lease liability is recorded to
effect a constant rate of interest over the term of the lease. Leases
which do not meet such criteria are classified as operating leases and
related rentals are charged against operations as incurred. Capital
lease assets and related accumulated depreciation have been included in
property and equipment for financial statement presentation due to the
immateriality of the amounts.
-5-
<PAGE> 13
PRODUCTION SERVICES - ATLANTA, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
FAIR VALUE OF FINANCIAL INSTRUMENTS
For the financial instruments of cash and equivalents, trade accounts
receivable and payable, bank line of credit and accrued liabilities,
carrying amounts approximate fair value due to their short maturities.
The estimated fair value of long-term debt approximated its carrying
amount.
CASH FLOW INFORMATION
The Company considers cash on hand and deposits in banks as cash and
cash equivalents for purposes of the statement of cash flows.
CONCENTRATIONS OF CREDIT RISK
The Company is primarily engaged in the leasing and sale of equipment
and parts for film production located throughout the southeastern United
States. The Company performs ongoing credit evaluations of its
customers' financial condition and requires no collateral from its
customers. Concentrations of credit risk with respect to trade
receivables are limited due to the large number of customers comprising
the Company's customer base and their dispersion across the different
industries and geographic areas. As of December 31, 1997, the Company
had no significant concentrations of credit risk.
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 reported amount of assets and liabilities
and disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the period. Actual results could differ from those estimates.
2. LONG-TERM LIABILITIES
Long-term liabilities at December 31, 1997 consists of the following:
<TABLE>
<S> <C>
9.8% note collateralized by equipment, payable in monthly installments
of $4,777, including interest through
February, 1998. 17,624
9.5% note collateralized by equipment, payable in monthly installments
of $1,607 including interest through
June, 1998. 9,160
</TABLE>
-6-
<PAGE> 14
PRODUCTION SERVICES - ATLANTA, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
2. LONG-TERM LIABILTIES (continued)
<TABLE>
<S> <C>
10.0% note collateralized by equipment, payable in monthly installments
of $7,310, including interest through July, 2004. This note was in
arrears
at December 31, 1997. 432,989
9.86% note collateralized by equipment, payable in monthly installments
of $2,422, including interest through October, 1997. This note was
in arrears
at December 31, 1997. 13,731
9.5% note collateralized by vehicle, payable in monthly installments of
$414 including interest through
September, 1999 $ 8,224
--------
Total Long-Term Liabilities 481,728
Less: current maturities 91,396
--------
$390,332
========
</TABLE>
Aggregate maturities on the foregoing notes are as follows:
<TABLE>
<S> <C>
Year ending December 31, 1998 $ 91,396
Year ending December 31, 1999 55,230
Year ending December 31, 2000 56,758
Year ending December 31, 2001 62,702
Year ending December 31, 2002 69,267
Thereafter 146,375
----------
$ 481,728
==========
</TABLE>
3. NOTE PAYABLE, STOCKHOLDER
The Company has an outstanding note from the sole stockholder in the
amount of $151,365 in 1997 bearing no interest which is uncollateralized
and due upon demand.
4. MACHINERY AND RENTAL EQUIPMENT
A physical count of all machinery and rental equipment owned by the
Company was taken on February 6, 1985 and reconciled to December 31,
1984. Historical cost was obtained for those assets whose acquisition
date could be specifically identified. Acquisition cost as of December
31, 1984 was used to cost the balance of machinery and rental equipment
which had been acquired prior to 1984. All acquisitions in the current
year have been reflected at their acquisition cost.
-7-
<PAGE> 15
PRODUCTION SERVICES - ATLANTA, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
5. COMMITMENTS AND CONTINGENCIES
The Company has entered into non-cancelable leases for office,
equipment, warehouse and studio space. Most leases have a renewal option
for three to five years with rent increases based upon indexes. Minimum
rental commitments for non-cancelable leases are as follows:
<TABLE>
<S> <C>
December 31,
1998 $ 104,509
1999 24,252
---------
$ 128,761
=========
</TABLE>
Rental expense for the period was $167,907 for office, warehouse and
studio facilities for the year ended December 31, 1997.
6. RETAINED EARNINGS
Retained earnings of $892,947 has been dated as of December 31, 1984
since it is a derived balance from the recording of assets and
liabilities existing at December 31, 1984. This will allow for a proper
accumulation of earnings and losses of the Company beginning January 1,
1985.
7. SUBSEQUENT EVENTS
On April 3, 1998 the Company sold substantially off of its assets and
received consideration in the form of cash, notes and stock.
-8-
<PAGE> 16
PRODUCTION SERVICES - ATLANTA, INC.
ATLANTA, GEORGIA
FINANCIAL STATEMENTS
DECEMBER 31, 1996
<PAGE> 17
PRODUCTION SERVICES - ATLANTA, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
ACCOUNTANTS' REPORT..........................................................1
FINANCIAL STATEMENTS
Balance Sheet...........................................................2
Statement of Loss and Retained Earnings.................................3
Statement of Cash Flows.................................................4
Notes to Financial Statements...........................................5-9
</TABLE>
<PAGE> 18
To the Board of Directors and Stockholder
Production Services - Atlanta, Inc.
Atlanta, Georgia
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheet of Production Services - Atlanta,
Inc. as of December 31, 1996 and the related statements of loss and retained
earnings and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the balance sheet of Production Services - Atlanta, Inc. as of
December 31, 1996, and the related statements of loss and retained earnings and
cash flows for the year then ended present fairly, in all material respects, the
financial position of Production Services - Atlanta, Inc. as of December 31,
1996 and the results of its operations and cash flows for the year then ended in
conformity with generally accepted accounting principles.
/s/ Ethridge & Kanarick
Atlanta, Georgia
May 11, 1998
-1-
<PAGE> 19
PRODUCTION SERVICES - ATLANTA, INC.
BALANCE SHEET
DECEMBER 31, 1996
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS
Cash $ 6,791
Accounts receivable 119,911
Inventories 81,407
Prepaid expenses 2,398
----------
TOTAL CURRENT ASSETS 210,507
----------
PROPERTY AND EQUIPMENT
Machinery and rental equipment
(Notes 2 and 4) 6,245,698
Vehicles (Note 2) 233,046
Leasehold improvements 158,796
Furniture and fixtures 123,865
----------
6,761,405
Less: accumulated depreciation 5,765,819
995,586
----------
OTHER ASSETS
Deposits 1,325
----------
TOTAL ASSETS $1,207,418
==========
</TABLE>
<PAGE> 20
LIABILITIES AND STOCKHOLDER'S EQUITY
<TABLE>
<S> <C>
CURRENT LIABILITIES
Current portion of long-term debt
(Note 2) $ 241,442
Accounts payable 195,129
Accrued expenses 6,092
Deferred income 2,683
----------
TOTAL CURRENT LIABILITIES 445,346
----------
LONG-TERM LIABILITIES
Long-term debt, net of current
maturities (Note 2) 456,911
Loan from stockholder (Note 3) 99,365
----------
556,276
----------
TOTAL LIABILITIES 1,001,622
----------
COMMITMENTS AND CONTINGENCIES (Note 5)
STOCKHOLDER'S EQUITY
Common stock, no par value, 10,000
shares authorized, 500 shares
issued of which 175 shares are
held in treasury 500
Retained earnings - dated
December 31, 1984 (Note 6) 380,296
----------
380,796
Less treasury stock at cost 175,000
----------
205,796
----------
TOTAL LIABILITIES AND STOCKHOLDER'S
EQUITY $1,207,418
==========
</TABLE>
The accompanying notes are
an integral part of the financial statements.
-2-
<PAGE> 21
PRODUCTION SERVICES - ATLANTA, INC.
STATEMENT OF LOSS AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Amount Percent
------ -------
<S> <C> <C>
NET SALES $ 1,746,663 100.0%
COST OF SALES, including
depreciation of $383,051 1,024,729 58.0
----------- -----
GROSS PROFIT 721,934 42.0
OPERATING EXPENSES 925,770 53.0
----------- -----
INCOME (LOSS) FROM
OPERATIONS (203,836) (11.0)
OTHER EXPENSE
Interest expense 59,201 3.4
----------- -----
INCOME (LOSS) FROM
OPERATIONS (263,037) (14.4)
PROVISION FOR INCOME TAXES 0 .0
----------- -----
NET INCOME (LOSS) (263,037) (14.4)%
=====
RETAINED EARNINGS,
BEGINNING OF YEAR 643,333
-----------
RETAINED EARNINGS,
END OF YEAR $ 380,296
===========
</TABLE>
The accompanying notes are
an integral part of these financial statements.
-3-
<PAGE> 22
PRODUCTION SERVICES - ATLANTA, INC.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(263,037)
Adjustments to reconcile net loss
to net cash:
Depreciation 390,881
Refund of deposits 750
Adjustments for working capital changes:
Accounts receivable 67,486
Inventory 7,626
Prepaid expenses 21,769
Accounts payable 52,105
Accrued expenses (6,364)
Deferred income (807)
---------
Net cash provided by operating
activities 270,409
---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (10,283)
---------
Net cash (used) by investing activities (10,283)
---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan from related party 47,865
Principal payments under long-term debt (313,298)
---------
Net cash (used) by
financing activities (265,433)
---------
NET DECREASE IN CASH (5,307)
CASH, beginning of year 12,098
---------
CASH, end of year $ 6,791
=========
SUPPLEMENTAL INFORMATION:
Interest $ 59,201
=========
Income taxes $ 0
=========
</TABLE>
The accompanying notes are
an integral part of the financial statements.
-4-
<PAGE> 23
PRODUCTION SERVICES - ATLANTA, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting policies and methods of their application that significantly
affect the financial position, results of operations and changes in
financial position of the Company are as follows:
REVENUE RECOGNITION
The Company sells and leases equipment, machinery and machine parts for
the film production industry. Sales are recognized at the time the goods
are shipped. Since all leases are for short terms, lease revenue is
recognized at the end of the lease. Certain leases are billed in advance
and the unearned portion is reflected as deferred income on the balance
sheet.
INVENTORIES
Inventories consist of expendable parts and are stated at first-in,
first-out (FIFO) cost.
PROPERTY AND EQUIPMENT
Property and equipment consists of all equipment other than expendable
parts and are stated at cost, net of accumulated depreciation except for
machinery and equipment which is identified below. Depreciation is
provided for on the straight-line method over the useful lives of the
assets which range from three to thirty-one and a half years. Additions
and major improvements to existing assets are capitalized. Minor
improvements and maintenance and repairs are charged to expense as
incurred.
All acquisitions of machinery and rental equipment prior to 1984 are
stated at historical cost where assets can be specifically identified.
The remainder of the purchases before 1984 are stated at acquisition
cost on December 31, 1984.
LEASED PROPERTY
Leases which meet certain criteria are classified as capital leases, and
the related assets and liabilities are recorded at amounts equal to the
lesser of the present value of the minimum lease payments or the fair
value of the leased property at the beginning of the lease term.
Depreciation is recorded over the assets' useful lives of five to seven
years. Interest expense relating to the lease liability is recorded to
effect a constant rate of interest over the term of the lease. Leases
which do not meet such criteria are classified as operating leases and
related rentals are charged against operations as incurred. Capital
lease assets and related accumulated depreciation have been included in
property and equipment for financial statement presentation due to the
immateriality of the amounts.
-5-
<PAGE> 24
PRODUCTION SERVICES - ATLANTA, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
ACCOUNTS RECEIVABLE
The Company uses the direct write-off method of accounting for bad
debts. Management has adjusted accounts receivable for all known
uncollectible accounts and considers an allowance for doubtful accounts
unnecessary, as the amount would be immaterial.
FAIR VALUE OF FINANCIAL INSTRUMENTS
For the financial instruments of cash and equivalents, trade accounts
receivable and payable, bank line of credit and accrued liabilities,
carrying amounts approximate fair value due to their short maturities.
The estimated fair value of long-term debt approximated its carrying
amount.
CASH FLOW INFORMATION
The Company considers cash on hand and deposits in banks as cash and
cash equivalents for purposes of the statement of cash flows.
CONCENTRATIONS OF CREDIT RISK
The Company is primarily engaged in the leasing and sale of equipment
and parts for film production located throughout the southeastern United
States. The Company performs ongoing credit evaluations of its
customers' financial condition and requires no collateral from its
customers. Concentrations of credit risk with respect to trade
receivables are limited due to the large number of customers comprising
the Company's customer base and their dispersion across the different
industries and geographic areas. As of December 31, 1996, the Company
had no significant concentrations of credit risk.
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 reported amount of assets and liabilities
and disclosures of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the period. Actual results could differ from those estimates.
2. LONG-TERM LIABILITIES
Long-term liabilities at December 31, 1996 consists of the following:
<TABLE>
<S> <C>
8.25% note collateralized by equipment, payable in
monthly installments of $3,844, including
interest through February, 1997 $ 11,375
</TABLE>
-6-
<PAGE> 25
PRODUCTION SERVICES - ATLANTA, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
2. LONG-TERM LIABILTIES (continued)
<TABLE>
<S> <C>
9.8% note collateralized by equipment, payable in monthly installments
of $4,777, including interest through
February, 1998 67,072
9.5% note collateralized by equipment, payable in monthly installments
of $1,607 including interest through
June, 1998 26,663
9.0% note collateralized by equipment, payable in monthly installments
of $4,142, including interest through
May, 1997 19,941
10.0% note collateralized by equipment, payable in monthly installments
of $7,310, including interest through
July, 2004 468,360
9.86% note collateralized by equipment, payable in monthly installments
of $2,422, including interest through
October, 1997 27,321
11% note collateralized by equipment, payable in monthly installments of
$4,102, including interest through
December, 1997 46,049
12.62% note collateralized by equipment, payable in monthly installments
of $2,537 including interest through
September, 1997 19,370
9.5% note collateralized by vehicle, payable in monthly installments of
$414 including interest through
September, 1999 $ 12,202
--------
Total Long-Term Liabilities 698,353
Less: current maturities 241,442
--------
$456,911
========
</TABLE>
-7-
<PAGE> 26
PRODUCTION SERVICES - ATLANTA, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
2. LONG-TERM LIABILITIES (continued)
Aggregate maturities on the foregoing notes are as follows:
<TABLE>
<S> <C>
Year ending December 31, 1997 $ 241,442
Year ending December 31, 1998 74,792
Year ending December 31, 1999 56,090
Year ending December 31, 2000 57,708
Year ending December 31, 2001 63,751
Thereafter 204,570
----------
$ 698,353
==========
</TABLE>
3. NOTE PAYABLE, STOCKHOLDER
The Company has an outstanding note from the sole stockholder in the
amount of $99,365 in 1996 bearing no interest which is uncollateralized
and due upon demand.
4. MACHINERY AND RENTAL EQUIPMENT
A physical count of all machinery and rental equipment owned by the
Company was taken on February 6, 1985 and reconciled to December 31,
1984. Historical cost was obtained for those assets whose acquisition
date could be specifically identified. Acquisition cost as of December
31, 1984 was used to cost the balance of machinery and rental equipment
which had been acquired prior to 1984. All acquisitions in the current
year have been reflected at their acquisition cost.
5. COMMITMENTS AND CONTINGENCIES
The Company has entered into non-cancelable leases for office,
equipment, warehouse and studio space. Most leases have a renewal option
for three to five years with rent increases based upon indexes. Minimum
rental commitments for non-cancelable leases are as follows:
<TABLE>
<CAPTION>
December 31,
<S> <C>
1997 $ 167,907
1998 104,509
1999 24,252
---------
$ 296,668
=========
</TABLE>
Rental expense for the period was $187,302 for office, warehouse and
studio facilities for the year ended December 31, 1996.
6. RETAINED EARNINGS
Retained earnings of $892,947 has been dated as of December 31, 1984
since it is a derived balance from the recording of assets and
liabilities existing at December 31, 1984. This will allow for a proper
accumulation of earnings and losses of the Company beginning January 1,
1985.
-8-
<PAGE> 27
PRODUCTION SERVICES - ATLANTA, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
7. SUBSEQUENT EVENTS
On April 3, 1998 the Company sold substantially all of its assets and
received consideration in the form of cash, notes and stock.
-9-
<PAGE> 28
ADDENDUM II
Pro forma combined financial data
The following unaudited pro forma combined statements of operations for each
year in the two year period ended December 31, 1997, and for each three month
period ended March 31, in the two year period ended March 31, 1998 give effect
to the acquisition of PSA by the Company. The pro forma information is based on
the historical financial statements of the Company and PSA giving effect to the
combination under the purchase method of accounting and the assumptions and
adjustments described in the accompanying notes to the unaudited financial
statements. The following unaudited pro forma combined balances also gives
effect to the combination under the purchase method of accounting.
The unaudited pro forma statements have been prepared by the management of the
Company and PSA based upon the historical information included herein and other
financial information. These pro forma statements do not purport to be
indicative of the results of operations or financial position which would have
occurred had the acquisition been made at the beginning of the periods or as of
the date indicated or of the financial position or results of operations which
may be obtained in the future.
The Company will account for the transaction under the purchase method of
accounting. Accordingly, the cost to acquire PSA will be allocated to the assets
acquired according to their respective fair value. The final allocation of the
purchase price is dependent upon completion of certain studies that are not
complete. Accordingly, the purchase allocation adjustment are preliminary and
have been made solely for the purpose of preparing such pro forma statements.
<PAGE> 29
CAMERA PLATFORMS INTERNATIONAL, INC. AND SUBSIDIARY
Pro Forma Condensed Consolidated Statements of Operations
(in thousands, except per share data)
<TABLE>
<CAPTION>
For the Year Ended For the Year Ended
December 31, 1997 December 31, 1996
---------------------------------------------- --------------------------------------------------
Historical Historical
--------------------- Pro forma Pro forma ---------------------- Pro forma Pro forma
CPI PSA Adjustments Combined CPI PSA Adjustments Combined
----------- ------ ----------- ----------- ----------- ------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net product sales $ 1,719 $ 177 $ - $ 1,896 $ 1,769 $ 64 $ - $ 1,833
Revenues from rental
operations 1,637 1,120 2,757 1,552 1,683 3,235
----------- ------ ------ ----------- ----------- ------ ------ -----------
3,356 1,297 - 4,653 3,321 1,747 - 5,068
Costs and expenses
Cost of sales 1,172 92 1,264 1,566 35 1,601
Cost of rental operations 1,511 610 2,121 1,441 990 2,431
Selling, general and
administrative 1,464 898 2,362 1,965 926 2,891
Interest 71 57 a. 160 231 39 59 a. 160 199
b. (57) b. (59)
----------- ------ ------ ----------- ----------- ------ ------ -----------
4,218 1,657 103 5,978 5,011 2,010 101 7,122
Other income (expense), net 125 9 134 (193) - (193)
----------- ------ ------ ----------- ----------- ------ ------ -----------
Net loss $ (737) $ (351) $ (103) $ (1,191) $ (1,883) $ (263) $ (101) $ (2,247)
=========== ====== ====== =========== =========== ====== ====== ===========
Basic and diluted loss per
share $ (0.06) $ (0.10) $ (0.15) $ (0.18)
=========== =========== =========== ===========
Weighted average shares
outstanding 12,418,228 13,018,228 12,418,228 13,018,228
=========== =========== =========== ===========
</TABLE>
See notes to pro forma condensed consolidated statements of operations
See accompanying notes
<PAGE> 30
CAMERA PLATFORMS INTERNATIONAL, INC. AND SUBSIDIARY
Notes to Pro Forma Condensed Consolidated Statements Of Operations
a. To give effect to the issuance of common stock and debt in connection
with the acquisition
b. To eliminate Production Services - Atlanta, Inc. debt and related
interest not assumed by the Company
<PAGE> 31
CAMERA PLATFORMS INTERNATIONAL, INC. AND SUBSIDIARY
Pro Forma Condensed Consolidated Statements of Operations
(in thousands, except per share data)
<TABLE>
<CAPTION>
For the Three Month Period Ended For the Three Month Period Ended
March 31, 1998 March 31, 1997
---------------------------------------------- --------------------------------------------------
Historical Historical
--------------------- Pro forma Pro forma ---------------------- Pro forma Pro forma
CPI PSA Adjustments Combined CPI PSA Adjustments Combined
----------- ------ ----------- ----------- ----------- ------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net product sales $ 61 $ 37 $ - $ 98 $ 686 $ 8 $ - $ 694
Revenues from rental
operations 532 149 681 361 269 630
----------- ------ ------ ----------- ----------- ------ ------ -----------
593 186 - 779 1,047 277 - 1,324
Costs and expenses
Cost of sales 35 20 55 506 4 510
Cost of rental operations 498 136 634 331 84 415
Selling, general and
administrative 491 189 680 262 217 479
Interest 65 1 a. 40 106 11 16 a. 40 67
----------- ------ ------ ----------- ----------- ------ ------ -----------
1,089 346 40 1,475 1,110 321 40 1,471
Other income (expense), net 5 5 72 72
----------- ------ ------ ----------- ----------- ------ ------ -----------
Net loss $ (491) $ (160) $ (40) $ (691) $ 9 $ (44) $ (40) $ (75)
=========== ====== ====== =========== =========== ====== ====== ===========
Basic and diluted loss per
share $ (0.04) $ (0.05) $ - $ (0.01)
=========== =========== =========== ===========
Weighted average shares
outstanding 12,418,228 13,018,228 12,418,228 13,018,228
=========== =========== =========== ===========
</TABLE>
See notes to pro forma condensed consolidated statements of operations
See accompanying notes
<PAGE> 32
CAMERA PLATFORMS INTERNATIONAL, INC. AND SUBSIDIARY
Notes to Pro Forma Condensed Consolidated Statements Of Operations
a. To give effect to the issuance of common stock and debt in connection
with the acquisition of Production Services Atlanta, Inc.
<PAGE> 33
CAMERA PLATFORMS INTERNATIONAL, INC. AND SUBSIDIARY
Pro Forma Condensed Consolidated Balance Sheet
(in thousands)
<TABLE>
<CAPTION>
December 31, 1997
--------------------------------------------
Historical
----------------- Pro forma Pro forma
CPI PSA Adjustments Combined
--------- ------ ----------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Current Assets:
Cash $ 77 $ - $ - $ 77
Accounts receivable, net 309 133 b. (133) 309
Inventories 322 69 b. (69) 322
Prepaid expenses 98 2 b. (2) 98
-------- ------ -------- --------
Total current assets 806 204 (204) 806
-------- ------ -------- --------
Property and equipment, net 1,446 729 a. 1,371 3,546
Deposits and other assets 246 - a. 729 246
b. (625)
c. (104)
-------- ------ -------- --------
$ 2,498 $ 933 $ 1,167 $ 4,598
======== ====== ======== ========
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current Liabilities:
Accounts payable $ 478 $ 392 b. $ (392) $ 478
Current maturities of
long-term debt 560 256 a. 200 760
b. (256)
Other current liabilities 95 11 b. (11) 95
-------- ------ -------- --------
Total current liabilities 1,133 659 (459) 1,333
-------- ------ -------- --------
Long-term debt, net current
maturities 811 378 a. 1,300 2,111
b. (378)
Shareholders' equity:
Common stock 6 1 a. 1 7
c. (1)
Additional paid in capital 22,792 - a. 599 23,391
Treasury stock - (175)c. 175 -
Accumulated deficit (22,244) 70 c. (70) (22,244)
-------- ------ -------- --------
Total shareholders' equity 554 (104) 1,626 1,154
-------- ------ -------- --------
$ 2,498 $ 933 $ 1,167 $ 4,598
======== ====== ======== ========
</TABLE>
See notes to pro forma condensed consolidated balance sheets
<PAGE> 34
CAMERA PLATFORMS INTERNATIONAL, INC. AND SUBSIDIARY
Notes to Pro Forma Condensed Consolidated Balance Sheet
a. To give effect to the issuance of common stock and debt in connection
with the acquisition
b. To eliminate Production Services - Atlanta, Inc. assets not acquired and
debt not assumed in connection with the acquisition
c. To eliminate Production Services - Atlanta, Inc. equity
<PAGE> 1
EXHIBIT 1
February 9, 1998
VIA FAX (404) 622-1691 & MAIL
Production Services-Atlanta, Inc.
2000 Lakewood Way, Building 4 PERSONAL & CONFIDENTIAL
Atlanta, Georgia 30315
Attn: Marion Crowder
RE: PURCHASE AGREEMENT
Gentlemen:
When countersigned by you, as hereinafter provided, this letter shall
constitute our understanding with respect to the purchase by Camera Platforms
International, Inc. ("Shotmaker") of all of the assets of Production
Services-Atlanta, Inc. ("PSA") upon the terms and conditions set forth herein:
1. PURCHASE AND SALE. Shotmaker agrees to purchase and PSA agrees to
sell to Shotmaker all of the assets of PSA located in Atlanta, Nashville and
elsewhere.
2. PURCHASE PRICE. The purchase price which Shotmaker agrees to pay and
PSA agrees to accept is in the range of one million eight hundred thousand
dollars ($1,800,000) to two million five hundred thousand dollars ($2,500,000),
payable as follows:
a. All in cash or stock of the publicly traded company for Shotmaker
at the closing, except for Shotmaker's assumption or payment of the obligations
described in Exhibit "A" hereto (the "Schedule of Liabilities") to be mutually
agreed upon by both parties.
3. DUE DILIGENCE. Upon the full execution hereof, Shotmaker shall
conduct such due diligence as we deem necessary to verify the information
represented to us with respect to PSA. We shall have reasonable access to the
books and records of PSA and an opportunity to contact the creditors, including
Leonard Studio Equipment Co., Inc. to verify the unpaid balance of that certain
promissory note dated July 1, 1996 in the face amount of $481,706.94. At such
time as we have completed our due diligence but in no event later than March
31, 1998, we shall notify PSA of our intention to close the transaction
(provided that no significant, adverse information is discovered during the due
diligence process).
<PAGE> 2
Production Services-Atlanta, Inc.
February 9, 1998
Page 2
4. CLOSING. The closing shall occur at your offices at 10:00 a.m. on
Friday, April 3, 1998, at which time we shall deliver to you a cashier's check
in the amount of the cash portion of the purchase price, a promissory note, if
necessary, to reflect the terms portion of the purchase price, a stock
certificate, if appropriate, a promissory note, if necessary, to reflect the
terms portion of the purchase price and an agreement to assume and/or pay all
of the liabilities set forth in Exhibit "A". In addition, at that time, you
shall provide to us a bill of sale for all of the assets being conveyed, lien
free. We shall exchange such additional documentation as shall be necessary or
appropriate to reflect the understandings contemplated hereby.
5. BINDING EFFECT. Following the full execution hereof, and at the
parties' option, we shall authorize our respective attorneys to prepare the
appropriate documents to more fully reflect our understanding. Until such time
as said documents have been executed, this agreement shall bind the parties. In
the event either party elects not to proceed with this transaction through no
fault of that party, he shall be entitled to a break up fee in the amount of
the actual out-of-pocket expenses, but in no event less than $25,000.
6. BROKERS AND FINDERS. Each party hereto represents and warrants to the
other that no broker, finder or investment advisor has acted on its behalf in
connection with this acquisition that may be entitled to a finder's fee or
commission as a result hereof.
7. NOTICES. All notices, requests, demands and other communications
under this letter of intent shall be in writing and shall be deemed to have
been duly given on the date of delivery, if delivered personally or by telefax
or similar transmittal (with receipt acknowledged), to the party to whom notice
is to be given, or on the fifth business day after mailing if mailed by first
class mail, registered or certified, postage prepaid and properly addressed as
follows:
If to Shotmaker: Camera Platforms International, Inc.
10909 Vanowen Street
North Hollywood, California 91605
Attn: Roy Atlas
Facsimile (818) 623-1710
With a copy to: William O. Fleischman, Esq.
1900 Avenue of the Stars, Suite 2410
Los Angeles, California 90067
Facsimile (310) 552-0834
<PAGE> 3
Production Services-Atlanta, Inc.
February 9, 1998
Page 3
If to PSA: Production Services-Atlanta, Inc.
2000 Lakewood Way, Building 4
Atlanta, Georgia 30315
Attn: Marion Crowder
Facsimile (404) 622-1691
With a Copy to: David Ethridge, C.P.A
3500 Piedmont Road, N.E., Suite 525
Atlanta, Georgia 30305
Facsimile (404) 262-7046
8. APPRAISAL OF ASSETS. As part of our due diligence process, and
following the full execution hereof, we shall authorize T/A Appraisal, Inc. to
conduct an appraisal of all of PSA's assets, which will be relied upon by us
and our lender in funding the cash portion of the purchase price. You agree to
make your facility and the assets available for inspection during business hours
and subject to the prior rental of certain inventory items.
9. CONFIDENTIALITY. You hereby acknowledge that Shotmaker is a public
company and that any announcement of this transaction shall be by a joint press
release approved by our respective counsel before distribution.
10. SALE STRUCTURE. Following the full execution hereof, we agree to have
our respective accountants and lawyers confer to determine the most
advantageous sale structure -- stock or asset sale -- and to cooperate in
effectuating same.
If the foregoing is acceptable to you, please so indicate by signing the
attached copy of this letter and returning same to the undersigned. This offer
shall be deemed withdrawn if not accepted in writing prior to February 17, 1998.
Cordially,
/S/
William O. Fleischman
Agreed and accepted this __ day of February 1998.
PRODUCTION SERVICES -- ATLANTA, INC.
By /S/
----------------------------------------
Marion Crowder,
personally and on behalf of the Company
cc: David Ethridge
<PAGE> 4
March 6, 1998
VIA FAX (404)622-1691 & MAIL
Marion H. Crowder
Yasuko Crowder
Production Services-Atlanta, Inc.
2000 Lakewood Way, Building 4
Atlanta, Georgia 30315
RE: MODIFICATION TO PURCHASE AGREEMENT
Dear Marion and Mrs. Crowder:
Your proposal of March 4, 1998 is acceptable with the following
clarifications and modifications:
1. The purchase price shall be two million one hundred thousand dollars
($2,100,000). However, we will agree that $600,000 of the price shall be
evidenced by 600,000 shares of common stock of Shotmaker, even though it is
currently trading for slightly less than $1.
2. The note described in paragraph 2b shall be secured by a second
position on all of the assets we are acquiring from you, not all of the assets
of Shotmaker.
3. As control shareholder, we shall recommend Marion Crowder for a board
seat at the next regularly scheduled meeting of the shareholders. In any event,
Marion shall be assured a position on the Shotmaker Advisory Board.
4. Shotmaker will assume all prospective operating expenses, such as
payroll and leases as of the closing, provided said obligations are disclosed,
reviewed by us and approved prior to the closing. Shotmaker has approved and
will assume the leases for the Atlanta office space, the Nashville office space
and the Atlanta studio space. Since this is an asset purchase, we will not be
assuming any liabilities, except as expressly agreed in writing. As to payroll,
we will hire certain of your employees as of the date of the closing and any
accrued vacation pay or other prior obligations to them shall be your
responsibility.
<PAGE> 5
Marion H. Crowder
Yasuko Crownder
March 6, 1998
Page 2
5. Title insurance may not be available for this transaction, although
we will notice a bulk sale, if necessary, and exchange such additional
documentation as may be necessary or appropriate at the closing.
6. Your request for a post-closing 30 day transition period is
acceptable. Prior to that time, we shall have the right to put Trevor Barker, or
any other mutually acceptable employee of Shotmaker, on your premises to assist
you in operations at our expense, to better understand and learn your business
and to make decisions with you as to matters such as which employees to keep
following the closing, which equipment may be sold prior to closing, except as
in the ordinary course of business, and so on. This shall be our "due diligence"
which we expect to complete by the end of this month so that we can close by
April 3, 1998, as stated in my February 9, 1998 letter.
Except as modified hereby, your offer is accepted. Please let me know if
any of the foregoing is unacceptable to you. If not, please sign below and fax a
signed copy to me.
Cordially,
/S/
William O. Fleischman
Agreed:
/S/
- -----------------------
Marion H. Crowder
/S/
- ------------------------
Yasuko Crowder
cc: David Ethridge, C.P.A.
<PAGE> 6
SECURED PROMISSORY NOTE
April 3, 1998
$500,000 Los Angeles, California
FOR VALUE RECEIVED, Camera Platforms International, Inc., a Delaware
Corporation ("CPI" or "Obligor"), with offices at 10909 Vanowen St., North
Hollywood, California 91605, hereby promises to pay to PRODUCTION
SERVICES-ATLANTA, INC. ("PS-A"), at 2000 Lakewood Way, Building 4, Atlanta,
Georgia 30315, or at such other address as the holder of this secured promissory
note ("Note") may specify in writing, the principal sum of Five hundred thousand
dollars ($500,000) plus interest at the rate of eight percent (8%) per annum.
Principal shall be due and payable three years from the date hereof. Interest on
the unpaid principal shall be payable quarterly with the first interest payment
due on July 3, 1998.
Voluntary prepayment of the principal balance of this Note shall be
permitted at any time.
This Note is secured by collateral consisting of all the equipment,
inventory (whether for sale or rental), furniture, furnishings, machines,
vehicles, tools and other materials which were transferred from PS-A to CPI as
of April 3, 1998.
The validity and interpretation of this Note shall be governed and
construed in accordance with the laws of the State of California.
If this Note is not paid when due, the Obligor promises to pay all costs
of collection and reasonable attorney's fees incurred by the holder regardless
of whether or not suit is filed hereon.
CAMERA PLATFORMS INTERNATIONAL, INC.
BY: _________________________________________
Roy Atlas, President
<PAGE> 7
March 4, 1998
Mr. William O. Fleischman
W/F Investment Corp.
1900 Avenue of the Stars,
Suite 2410
Los Angeles, CA 90067
VIA FACSIMILE: (310) 552-0834
Dear Mr. Fleischman:
This letter outlines the terms of our agreement for the purchase by Camera
Platforms International, Inc. ("Shotmaker") of all the assets of Production
Services-Atlanta, Inc. ("PS-A").
1. Purchase and Sale Shotmaker agrees to purchase the PS-A agrees to sell to
Shotmaker all of the assets of PS-A located in Atlanta, Nashville and elsewhere.
2. Purchase Price The purchase price which Shotmaker agrees to pay and PS-A
agrees to accept is two million one hundred dollars ($2,100,000), payable as
follows:
a. $1,000,000 in cash at closing;
b. $500,000 evidenced by a promissory note having a term of three years,
payable interest only quarterly at eight percent (8%) per annum. Should
Shotmaker secure a line of credit or financing at a rate of interest lower than
eight percent (8%), the note would immediately be paid in full with all accrued
interest. PS-A would be allowed to file a UCC-1 as a second position on all
assets of Shotmaker.
c. $600,000 evidenced by issuance of $600,000 shares of common stock of
Shotmaker valued for purpose of issuance at one dollar ($1) per share.
3. Board Seat Concurrent with the sale of the assets of PS-A, Shotmaker will
elect Marion Crowder as a board member for a term of three years.
<PAGE> 8
4. Discounting of Liabilities As part of PS-A's effort to discount existing
liabilities, Shotmaker will assist in strategy, negotiations and efforts to
settle outstanding liabilities. Shotmaker agrees to maintain confidentiality of
the transaction and agrees that the wording and timing of any such announcement
or press release of this transaction shall be agreed to by both parties.
5. Assumption of Operating Expenses Shotmaker agrees to assume all operating
expenses, including payroll, as well as leases for office space, studio space,
rental equipment and office equipment existing on the date of closing, and will
indemnify and hold PS-A harmless from any claims arising therefrom.
6. Title Insurance In the interest of protecting both parties, Shotmaker
agrees to purchase title insurance in conjunction with the purchase of PS-A.
7. Close-Out Period PS-A is to have 30 days after the date of closing to
finalize its books and records through the date of closing, and to have
sufficient time to remove files not necessary to continuing operation by
Shotmaker.
If the above terms and conditions are acceptable to you, please so indicate by
signing the attached copy of this letter and returning same to PS-A. This offer
shall be deemed withdrawn if not accepted in writing prior to March 9, 1998.
Best Regards,
/S/
- ---------------------------------------
Marion Crowder
/S/
- ---------------------------------------
Yasuko Crowder
Agreed and accepted this 6th day of March 1998
(see 3/6/98 modifications)
CAMERA PLATFORMS INTERNATIONAL, INC.
By /S/
------------------------------------
William O. Fleischman, Chairman
<PAGE> 1
Exhibit 23.
Consent of Independent Auditors
We consent to the inclusion of our reports dated May 11, 1998 and May 12, 1998,
with respect to the financial statements of Production Services - Atlanta, Inc.
for the years ended December 31, 1997 and 1996 included in the Form 8-K/A of
Camera Platforms International, Inc., filed with the Securities and Exchange
Commission.
/s/ Ethridge & Kanarick
Atlanta, Georgia
May 12, 1998
