UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
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.
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(Exact name of Registrant as specified in its charter)
Delaware 13-3593063
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6219 De Soto Avenue
Woodland Hills, California 91367
(Address of principal executive offices) (Zip code)
Registrant's telephone number including area code:
(818) 316-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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Common Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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____
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. |X|
The aggregate market value of the voting stock of the Registrant
held by non-affiliates of the Registrant on March 26, 2002 was
approximately $5 million. As of March 26, 2002, there were 8,769,919 shares
of Panavision Inc. Common Stock outstanding.
Portions of the registrant's 2002 definitive proxy statement,
issued in connection with the annual meeting of stockholders, are
incorporated by reference in Part III of this Form 10-K.
This Form 10-K is being distributed to stockholders in lieu of a
separate annual report.
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Panavision Inc.
INDEX TO ANNUAL REPORT ON FORM 10-K
For the Year Ended December 31, 2001
PAGE
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PART I
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Item 1 Business........................................................................... 1
Item 2 Properties......................................................................... 10
Item 3 Legal Proceedings.................................................................. 10
Item 4 Submission of Matters to a Vote of Security Holders................................ 10
PART II
Item 5 Market for Registrant's Common Equity and Related Stockholder Matters.............. 11
Item 6 Selected Financial Data............................................................ 12
Item 7 Management's Discussion and Analysis of Financial Condition and
Results of Operations.............................................................. 14
Item 8 Financial Statements and Supplementary Data........................................ 25
Item 9 Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure........................................................... 25
PART III
Item 10 Directors and Executive Officers of the Registrant................................. *
Item 11 Executive Compensation............................................................. *
Item 12 Security Ownership of Certain Beneficial Owners and Management..................... *
Item 13 Certain Relationships and Related Transactions..................................... *
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K.................... 26
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* Incorporated by reference from Panavision Inc. 2002 Proxy Statement.
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PART I
Item 1. Business
Business Overview
Panavision Inc. (the "Company" or "Panavision") is a leading designer,
manufacturer and supplier of high precision camera systems, comprising
cameras, lenses and accessories, for the motion picture and television
industries. The Company estimates that in 2001, Panavision equipment was
used in approximately 75% of feature films produced by major motion picture
studios and over half of the English and French speaking independent
feature films worldwide. Panavision camera systems have been widely used in
the filming of major motion pictures over the last several decades,
including the recent box office hits HARRY POTTER AND THE SORCERER'S STONE,
PEARL HARBOR, GLADIATOR, THE MATRIX and TITANIC. The Company also estimates
that in 2001 it supplied camera equipment to over 75% of North American
prime time episodic or "series" network and cable television productions
shot on film, such as THE WEST WING, E.R., FRASIER, THE SOPRANOS and
FRIENDS. Panavision is also a leading supplier of camera systems to the
television commercial market in North America, Europe and the Asia Pacific
region.
The Company believes that its position as an industry leader results
from its broad range of technologically superior and innovative products,
its long-standing collaborative relationships with filmmakers and studios,
its dedication to customer service, its breadth of its camera equipment
inventory and its unique worldwide distribution network. Panavision is
also the only supplier of cinematography equipment that manufactures a
complete camera system incorporating its own proprietary prime and zoom
lenses, the most critical components of a camera system. The Company is
also the only major manufacturer of cameras and lenses that is located near
Hollywood. In contrast, Panavision's manufacturing competitors are located
primarily in Europe and sell their products to rental companies, which then
rent the equipment to the ultimate user.
Unlike equipment manufactured by its competitors, Panavision camera
systems are not available for sale, but instead are rented exclusively
through the Company's domestic and international owned-and-operated
facilities and a network of independent agents. As the only vertically
integrated provider of camera systems to the film and television
industries, Panavision believes it is better able to meet its customers'
needs effectively. Panavision is the only supplier of cinematographic
equipment that has a network of rental offices and maintenance facilities
throughout North America, Europe and the Asia Pacific region. Renting
equipment, rather than purchasing equipment, is more cost-effective for
feature film, television and commercial producers given the periods of
inactivity typically experienced between productions. By renting camera
systems from Panavision, its customers are ensured continual access to
state-of-the-art equipment as well as the availability of the proper
equipment combinations for each specific project.
In addition to manufacturing and renting camera systems, the Company
also has rental operations providing lighting, lighting grip, power
distribution, generation and related transportation equipment. These
operations include Lee Lighting, the largest lighting rental company in the
United Kingdom, as well as other owned-and-operated facilities in Toronto,
Canada and Australia. Recently, Lee Lighting supplied the lighting needs of
such major films as HARRY POTTER AND THE SORCERER'S STONE, TOMB RAIDER and
GLADIATOR. The Company also manufactures and sells lighting filters and
other color-correction and diffusion filters through its Lee Filters
operation.
Panavision believes it is well-positioned to take advantage of the
emerging markets for the capture of images in digital format and the use of
digital technologies for post production work. See "- Market Overview -
Digital" for a description of the digital market. Panavision offers a
complete state-of-the-art high definition digital camera system comprised
of a modified version of Sony's 24P CINEALTA(TM) high definition digital
camera, coupled with Panavision's new series of specially designed PRIMO
DIGITAL(TM) lenses and other accessories for use in the motion picture and
television industries. Panavision accesses the Sony high definition camera
through DHD Ventures, LLC, a joint venture established in July 2000 with
Sony Electronics Inc. ("Sony"). The Sony/Panavision system has been used on
a variety of feature films, series television programs and commercials,
including the first digital major feature film, STAR WARS EPISODE II.
Panavision entered the post production segment of the digital market
when, in July 2001, it began operating EFILM pursuant to various agreements
between Las Palmas Productions, Inc. ("Las Palmas"), a subsidiary of M&F
Worldwide Corp. ("M&F Worldwide"), and us. Using proprietary software that
Panavision believes distinguishes EFILM from its competitors, EFILM
provides the post production services of (i) high-resolution scanning of
film, (ii) digital color timing, (iii) laser film recording of digital
video and high definition images to film and (iv) digital mastering to
major film studios, independent filmmakers, advertisers, animators, large
format filmmakers and restoration clients. EFILM has worked on such films
as TITANIC and the upcoming releases of SPIDERMAN and the third film in the
AUSTIN POWERS series.
Panavision was incorporated in Delaware in 1990. Predecessors of
Panavision have been engaged in the design and manufacturing of
cinematography equipment since 1954. The Company's principal executive
office is located at 6219 De Soto Avenue, Woodland Hills, California 91367
and its telephone number is (818) 316-1000.
Market Overview
The demand for cinematographic equipment is driven by the number and
complexity of feature films, television programs and commercials being
produced. Increases in the number of action films and special effects in
feature film and television productions increases the range and volume of
equipment required and lengthens the rental period. Increases in the number
of television networks and channels and in the networks' demand for
original programming has also driven the increased use of camera systems.
Feature Films
Panavision views feature films in two categories: major studio
features and independent features. Major studio features are typically
large-budget productions requiring a greater range and volume of camera and
lighting equipment, thus providing greater revenue potential for the
Company. The average feature film rental is for 10 to 12 weeks. The camera
and lighting rental revenue potential from feature films is dependent on
the number and types of productions filmed in any given year. Since 1995,
major studio feature film starts per year have ranged from as low as 101 to
as high as 146. In 2001, Panavision estimates that major studio feature
film starts were 115. We estimate that worldwide independent
English-speaking feature film starts since 1995 have ranged from 208 to
576. In 2001, we estimate that independent English-speaking feature film
starts were 208.
Episodic Television
The episodic or "series" television market in North America is
comprised primarily of dramas, situation comedies and action programs
produced on film, which are aired in both prime and non-prime time slots.
These programs are broadcast on the major television networks as well as on
cable networks. The average series television program rental is for 26
weeks. Panavision has been established for many years as the market leader,
supplying equipment to over 75% of North American prime time series
television productions produced on film. The Company believes it will
continue to be a strong supplier to this market as it continues to offer
its customized equipment designed for television production which it
believes provides both economic and qualitative benefits to its customers.
Commercials
Although the production of a commercial generally last for only one to
seven days, daily rental rates for camera systems are equivalent to feature
film rental rates and represent a significant part of the camera equipment
rental market worldwide. Many of the creative people involved in the
filming of commercials seek to distinguish their products by using
innovative techniques requiring technologically advanced equipment -- the
ability to achieve a unique "look," which the Company believes can, in many
cases, be achieved best by using Panavision products. By pursuing
opportunities to expand its presence in the television commercial market,
the Company believes that it can develop brand loyalty to Panavision
products and beneficial long-term relationships with directors and
cinematographers, many of whom begin their careers filming television
commercials.
Digital
The production of feature films involves three distinct phases: 1)
image capture; 2) post production; and 3) distribution/exhibition.
Image Capture. Image capture refers to the recording of images in
a camera. Currently, major theatrical productions are predominantly
captured on 35mm film, although with recent advancements in digital
equipment, digital capture may become more prevalent in the future.
Since the camera lens is the most important factor in image quality,
the Company believes that the superior quality of its PRIMO
DIGITAL(TM) lenses that it couples with Sony's 24P CINEALTA(TM) high
definition digital camera and currently offers to the motion picture
and television industries positions it to compete effectively if
digital becomes the capture medium of choice.
Post Production. At the conclusion of production, the captured
images are then processed in a variety of steps including color
timing, the insertion of digital effects, and titling. The post
production phase has traditionally been a chemical laboratory process,
but this may change over time with the advent of the digital
intermediate. In the digital intermediate process, film negatives are
scanned into the computer using high resolution scanning equipment and
remains in the digital format throughout the post production process.
This method provides a significant improvement in the quality of
theatrical release prints because when the images are converted to a
digital format it does not suffer the significant degradation that
occurs in the traditional film laboratory chemical process. EFILM's
use of the digital intermediate process on both 35mm negatives and
digital positions the Company to take advantage of the growing post
production segment of the digital market.
Distribution/Exhibition. The exhibition phase refers to the medium
used to transfer and show the images to the ultimate viewer. In the
example of a theatrical release, it refers to film or digital
projection. Regardless of the speed of implementation of digital
projection or whether digital projection is implemented at all, the
choice of the exhibition medium will have limited impact on either the
capture or post production decisions. This is because digital images
in the post production phase may readily be recorded back to a 35mm
negative, or any other distribution medium such as HD master, DVD,
VHS, and television master.
Growth Strategy
Panavision intends to pursue the following strategies to grow and
enhance its position as the leading designer, manufacturer and supplier of
high precision film camera systems for the motion picture and television
industries.
Increase Camera System Package Size. Panavision continues to focus its
development efforts on value-added accessories that increase the overall
size and rental price of a camera package. Since the average cost of camera
rental represents less than 1% of the average major feature film budget,
Panavision believes customers tend to place a higher priority on quality of
service and the availability of a broad range of technologically superior
equipment than on price considerations. In addition, films with more
complex and extensive special effects, such as THE MATRIX and film series
such as STAR WARS, require more expensive camera packages with more
cameras, more lenses and value-added accessories. As an example of
Panavision's ability to meet the needs of more complex films, it has
provided the camera systems for every JAMES BOND film ever made.
Develop New Products. Panavision intends to continue developing and
manufacturing technologically superior cameras, lenses and accessories.
Panavision's research and development group is currently comprised of
mechanical, software, electronic and optical engineers, draftsmen and
machinists. Additionally, the research and development group has a
dedicated machine shop that manufactures prototype equipment. These
internal capabilities enable Panavision to develop proprietary technology
in collaboration with filmmakers to address their unique requirements and
position the Company to develop new products.
o HD Digital Camera Systems. Panavision offers a complete
state-of-the-art high definition digital camera system comprised
of a modified version of Sony's 24P CINEALTA(TM) high definition
digital camera coupled with Panavision's new series of specially
designed PRIMO DIGITAL(TM) lenses and other accessories.
Panavision has designed this system to simulate a film system so
that traditional film crews are comfortable with using the medium.
The PRIMO DIGITAL(TM) lenses represent significant technological
breakthroughs providing extremely high performance, which
Panavision believes will provide it with the opportunity to build
on its leadership position.
o Broadcast Lenses. Panavision has developed significant expertise
in the design, development and manufacture of high performance
lenses used in the feature film, series television and commercial
markets. The Company believes this expertise uniquely positions it
to pursue new opportunities in the optical field outside of its
existing markets. Panavision's strategy is to seek out markets and
products where high performance optics add value and can drive
high margins. The first niche market Panavision has identified is
high zoom range lenses for the sports broadcast market. Present
lens technology has maximum performance at 90:1 magnification.
Using a breakthrough design technology, Panavision has designed a
lens that may significantly outperform its competitors' products.
Panavision expects these lenses to be available to customers
beginning in 2003.
EFILM. EFILM has been a pioneer in the digital post production market
with the evolution of the digital intermediate process. A digital
intermediate replaces the portion of post production that currently uses a
film laboratory chemical process. In the digital intermediate process, the
film negative is scanned into a computer using high resolution scanning
equipment and remains in a digital format throughout the processes of color
timing, insertion of digital effects, opticals and titles. The digital
intermediate process provides a significant improvement in quality of
theatrical release prints because when the image is converted to a digital
format it does not suffer the significant degradation that occurs in the
traditional film laboratory chemical process. The digital process also
provides the ability to creatively color time and selectively add color and
effects to any frame of film in a manner previously not possible in film
processing. This results in a digital master that can be used to provide
all distribution mediums. For cinema release, the digital master is
recorded back to 35mm negative. The digital master can also be used to
create a digital cinema release, HD master, DVD, VHS and television master.
WE WERE SOLDIERS used the EFILM digital intermediate process. Panavision
believes that the digital intermediate process will replace film
intermediates over the next few years for images captured on film as well
as images captured digitally.
Camera Rental Operations
Panavision supplies cinematographic equipment, such as cameras, lenses
and accessories, to its customers on a project-by-project basis. The
Company has a rental inventory of thousands of cameras and lenses, as well
as associated accessories (including non-Panavision manufactured
equipment). Located throughout North America, Europe and the Asia Pacific
region, the Company rents its equipment through its network of
owned-and-operated rental facilities and independent agents. This network
provides Panavision with a competitive advantage, as it is the only rental
company that offers clients equipment and service on a national and
worldwide basis.
Camera System Products
The Company is the only provider of camera systems with an integrated
design that provides customers with compatible products that are available
worldwide. Each camera package rented for a project is comprised of a
number of camera systems, each of which includes a camera, lenses and
accessories. A cinematographer's needs may include, for example, a
sync-sound camera, such as the Platinum PANAFLEX(R) and a high-speed
PANASTAR(R) camera. Each camera's rental price includes a variety of
accessories such as eyepieces, viewfinders, cables and brackets.
Film Cameras. There are two basic types of motion picture
cameras--Synchronous, or "sync-sound," and Mit Out Sound (MOS).
Sync-sound cameras are used to shoot pictures while recording
dialogue. MOS cameras are used primarily to shoot high-speed footage
and special effects and may also be used as backup cameras in
situations where dialogue is not being recorded. The Company's camera
inventory consists of both sync-sound and MOS cameras with various
features and at a range of prices. While the majority of the Company's
sync-sound cameras are 35mm cameras, the Company also has 16mm
cameras, which are used primarily to film episodic television shows,
and 65mm cameras, which are used primarily to film special effects and
special venue presentations.
The Company's inventory also includes a number of non-Panavision
cameras that are used to supplement the Company's product line. Due to
its ability to purchase non-Panavision cameras if there is a business
need to do so, the Company is able to compete with independent renters
of cinematography equipment on the same level and with the same
equipment. Its competitors, on the other hand, do not have the
corresponding ability to purchase Panavision equipment, as Panavision
equipment is not available to rental companies other than the
Company's agents.
Film Lenses. Panavision develops, designs and manufactures its own
prime (fixed focal length) and zoom lenses, the most critical
component affecting picture quality and an important consideration for
the filmmaker. For many years, the Company specialized in anamorphic
lenses, which are used for the wide-screen movie format. While the
Company remains the world's leading supplier of these lenses, it has
also designed and developed another series of prime and zoom lenses
specifically for cinematography applications. The Company created a
line of advanced spherical lenses for the non-wide screen format,
producing its proprietary PRIMO PRIME(R) and PRIMO ZOOM(R) lenses. The
Primo lenses have performance characteristics that exceed the other
lenses available in the marketplace.
HD Digital Camera Systems. Panavision offers a complete high
definition digital camera system comprised of a modified version of
Sony's 24P CINEALTATM high definition digital camera coupled with
Panavision's new series of specially designed PRIMO DIGITALTM lenses
and other accessories. The PRIMO DIGITALTM lenses represent
significant technological breakthroughs providing extremely high
performance which the Company believes will provide it with the
opportunity to build on its leadership position for many years to
come. In July 2000, Panavision established a joint venture with Sony
which enables the Company to offer this complete camera system. Under
the operating agreement of DHD Ventures, LLC ("DHD Ventures"),
Panavision and Sony have 51% and 49% ownership interests,
respectively, and each have equal voting power. Pursuant to the
operating agreement and various related agreements, DHD Ventures
purchases high definition digital cameras from Sony and rents these
cameras and other camera related equipment exclusively to the Company.
Pursuant to the operating agreement, if the Company undergoes a change
of control involving one of Sony's competitors, the Company may be
required to purchase Sony's 49% interest in the venture. In connection
with this joint venture, Sony purchased 714,300 shares of Panavision
Common Stock and obtained a presently exercisable warrant to purchase
an additional 714,300 shares of Panavision Common Stock. Panavision
and Sony also entered into a registration rights agreement which
grants to Sony demand registration rights under the Securities Act of
1933, as amended, subject to certain limitations and conditions, for
the shares of Panavision Common Stock that Sony has purchased and for
any Common Stock it acquires upon exercise of its warrant. The
Company's development arrangement with Sony is intended to allow the
Company to stay at the forefront of proprietary digital camera
technology.
Accessories. In order to provide its customers with a fully
integrated camera system, the Company frequently introduces new camera
accessories and currently offers an extensive range of products
requested by and developed in conjunction with filmmakers. Certain
accessories may reduce overall production costs by lowering the labor
intensiveness of the production process and thereby decreasing the
shooting days. Moreover, an accessory product often achieves such
widespread acceptance among the Company's customers that the Company
incorporates it into the base camera package, thereby increasing the
rental price of the overall package.
Research and Product Development
The Company's research and development group is comprised of
mechanical, software, electronic and optical engineers, draftsmen and
machinists. Additionally, the research and development group has a
dedicated machine shop that manufactures prototype equipment. These
internal capabilities enable the Company to develop proprietary technology
in collaboration with filmmakers to address their unique requirements. The
Company has long been a leader in the research and development of film
camera lenses. Since the first Panavision lens was introduced in 1957, the
Company has introduced many innovative spherical and anamorphic lenses,
including the Primo series, which won Academy Awards in 2002, 1999, 1995,
1994, 1991 and 1990. In 2000, the Company launched a new series of
specially designed PRIMO DIGITALTM lenses for use with the Sony 24P
CINEALTATM digital camera. These lenses are among the most sophisticated
and highest performing lenses the Company has ever produced.
Research and development expense for the years ended 2001, 2000 and
1999 was $5.0 million, $6.2 million and $6.1 million, respectively.
Manufacturing and Assembly
The Company manufactures cameras, lenses and accessories designed by
the Company's in-house research and development staff. The Company has
approximately 240 non-union employees at its 150,000 square foot
manufacturing facility in Woodland Hills, California, located near
Hollywood.
The Company develops and designs all the critical components for its
camera systems, including the camera movement and lens. An entire camera
system consists of hundreds of parts, each carefully produced, assembled
and tested. The manufacturing process takes up to four months and primarily
involves the fabrication and assembly of camera and lens components by
highly skilled workers, each of whom generally has an area of
specialization. Following the assembly process, each camera system is
rigorously tested to achieve the high standard of performance that
customers expect from Panavision.
While the Company manufactures most of the components internally,
certain components and subassembly work, including glass grinding, lens
element polishing and die casting, are outsourced to selected suppliers.
The Company has developed long-standing relationships with its significant
suppliers and believes that they will continue to supply high-quality
products in quantities sufficient to satisfy its requirements. Since
certain components, particularly the lens element, require long lead times,
precise production schedules are critical. Inventory levels are determined
based on input from marketing, operations and the agent network. The
Company maintains a fairly constant production schedule in order to
efficiently utilize its resources and service its customers' requirements.
Marketing and Customer Service
The principal decision-makers in the selection of the camera packages
are cinematographers, directors and producers, who view their cameras and
related equipment as critical artistic tools. Camera packages typically
comprise a very small percentage of a production budget. Accordingly,
absent budget constraints, the selection of equipment is driven by its
suitability, technological capabilities and reliability, as well as by the
degree to which the manufacturer or renter is able to rapidly service the
technical needs of the filmmaker, both before and during film production.
The Company's skilled sales representatives have established close
working relationships with numerous filmmakers. To cultivate these
relationships, the Company assigns to each production a sales
representative who possesses skills and experience appropriate to the needs
of that production. Based on discussions with the filmmaker, the sales
representative recommends a camera package tailored to achieve the
filmmaker's desired visual effect and meet the production's budget. In
addition, sales representatives provide further advice and support by
visiting film production sites throughout the production. As a result of
providing high-quality customer service, many of the Company's
representatives have been working with the same filmmakers throughout their
careers and in many instances the collaborative effort with the filmmaker
has prompted the design of innovative camera systems and accessories.
After preliminary decisions have been made with respect to the proper
camera package, the camera equipment is delivered to a preparation room in
one of the Company's facilities reserved for that filmmaker. The filmmaker,
together with his or her own and Panavision's representatives, then
inspects, tests and experiments with the equipment at the facility's prep
floor, sound stage, film studio and screening room.
Distribution
Camera packages are rented to the motion picture and television
industries through rental offices owned and operated by Panavision as well
as by independent agents. These rental offices serve as a single point of
contact for the cinematographers and often provide services including
maintenance and technical advice. Panavision is the only manufacturer to
have a significant portion of its revenue generated through
owned-and-operated rental houses, primarily because of the Company's choice
not to sell its equipment. The Company does not currently intend to begin
selling its camera systems.
Panavision owns and operates camera rental and camera and lighting
rental facilities worldwide in North America, Europe and the Asia Pacific
region.
In addition to its owned-and-operated facilities, the Company serves
its customers through a network of domestic and international third-party
agents who are responsible for the rental of the Company's equipment in
locations that are not serviced by the owned-and-operated facilities.
Agents pay approximately 60% of their rental revenue to the Company and
retain the balance, which is charged as a commission expense in the
Company's statement of operations. All of the Company's agents are well
trained in the use of Panavision equipment and are supported by the
Company's technical staff.
For information as to the Company's operations in different
geographical areas, see Note 11 of Notes to the Consolidated Financial
Statements of the Company included elsewhere in this Form 10-K.
Competitive Strengths
Panavision's leading market position is demonstrated by its premier
brand name recognition and strong market share of the major studio feature
films worldwide and North American episodic television programs.
Panavision's leading position results from the following competitive
strengths, which it believes provide substantial barriers to entry into
Panavision's business.
Reputation for Quality and Technologically Advanced Products.
Panavision is recognized in the motion picture and television
industries as the preeminent brand name for cinematography equipment
and the industry leader in the development of high quality,
technologically advanced camera systems, lenses and accessories. Since
its inception in 1954, Panavision has continually introduced camera
systems, lenses and accessories that have become industry standards.
Panavision has been awarded two OSCARs(R) and 23 other Academy Awards
granted for Scientific and Technical Achievement, including a 2002
award for the PRIMO MACRO ZOOM(R) lens, a 2001 award for the
MILLENNIUM(R) XL camera system, a 2000 award for the MILLENNIUM(R)
camera viewfinder, a 1999 award for the development of the Primo lens
series, and a 1998 award for the Panavision/Frazier Lens System.
Panavision has received two EMMY(R) awards, including one in July of
2000 for the development of the MILLENNIUM(R) XL camera system and
another in 2001 for the development of the Primo lens series. Since
1990, nine cinematographers who have won the OSCAR for Best
Cinematography, including the cinematographers of AMERICAN BEAUTY,
SAVING PRIVATE RYAN and TITANIC, used Panavision camera systems.
Range and Breadth of Camera Equipment. Panavision believes that it
has the world's largest inventory of camera systems, with thousands of
cameras and lenses. It also offers a broad range of choices, including
equipment that is exclusively available through Panavision and its
agents as well as equipment manufactured by others. The Company is
able to upgrade its existing inventory to meet continually changing
market demands, thereby reducing obsolescence, achieving better
control of inventory and product availability and providing its
customers with access to the latest technological advances. Panavision
believes that the range and breadth of its camera inventory enable it
to provide camera systems to a greater number of film productions
throughout the world than any of its competitors and to serve multiple
large-scale feature film productions simultaneously.
Long-Lasting Relationships with Filmmakers. As a result of
Panavision's significant relationships with cinematographers,
directors and producers and its leading market position, Panavision
gains early access to productions and often is able to influence the
selection of camera systems. These relationships foster a cooperative
effort to design and produce unique systems and accessories that meet
filmmakers' creative needs. Additionally, Panavision offers
instruction and training in the handling of Panavision equipment to
young directors and cinematographers while they are still in film
school and thereafter, thereby developing loyalty to Panavision and
providing a foundation for Panavision to sustain its strong market
position. In addition, Panavision is the only major manufacturer of
cameras and lenses in the Hollywood area, enabling the Company to
maintain its close relationships with Hollywood filmmakers and to
respond rapidly to its customers' needs.
Unique Manufacturing and Distribution Model. Panavision is the
only vertically integrated provider of camera systems, lenses, and
accessories to the film, network television and television commercial
industries. By renting camera systems from Panavision, its customers
are ensured continual access to state-of-the-art equipment as well as
the availability of the proper equipment combinations for each
specific project. The Company's control over the design, development,
manufacturing and distribution processes enables it to (i) rapidly
incorporate technological developments and filmmakers' suggestions
into new products, (ii) maintain product exclusivity and (iii) offer
products with greater quality and higher performance at a premium
price.
Dedication to Customer Service. The Company's customer service,
repair and maintenance personnel are "on call" and available to assist
customers 24 hours a day. In order to provide filmmakers with a high
level of support, the Company sends marketing representatives and
technicians to film production sets to provide advice or immediate
assistance with any equipment needs or questions. The Company assigns
to each production a sales representative who possesses skills and
experience appropriate to the needs of that production in an attempt
to foster a strong and lasting working relationship with the customer.
In addition, as part of its customer service activities, the Company
often develops, customizes or procures equipment for specific
customers or projects. Central to Panavision's customer service
philosophy is its maintenance and repair team, which services all
equipment between projects to ensure the quality and reliability of
its equipment.
Worldwide Distribution Network. Panavision is the only camera and
lighting operation with an extensive worldwide distribution network,
including 28 owned and operated facilities throughout North America,
Europe and the Asia Pacific region. These facilities offer a large
inventory of rental equipment, on-site technical expertise,
knowledgeable market specialization in feature films, episodic
television and commercials and strong customer support. The Company
also serves its customers through a network of 26 international
third-party agent offices, who are responsible for the rental of the
Company's equipment in locations that are not served by its owned and
operated facilities. Panavision's extensive network for the
distribution of its products instills confidence in its customers that
they can receive the level of quality and customer service they expect
from Panavision for their cinematography equipment needs worldwide.
Experienced Management. Panavision's management team provides
depth and continuity of experience, with an average of 20 years of
industry experience. Panavision's senior management has developed
relationships over many years with influential individuals in the
motion picture and television industries, a central aspect of its
ability to maintain its strong market share. Panavision's management
team has also been instrumental in developing new technologies in the
industry.
Competition
The market for high-precision cinematography equipment is highly
competitive, primarily driven by technology, customer service and price. As
a manufacturer of cinematography equipment, the Company has one primary
competitor, Arriflex, based in Munich, Germany. Arriflex manufactures only
cameras and certain accessories, primarily for sale to rental houses and
individuals that are not the end users. Because Panavision manufactures
lenses, cameras, and a full range of accessories, has close relationships
with filmmakers and has in-house design and manufacturing capabilities, the
Company believes that it is better able to develop the innovative camera
systems demanded by its customers.
As a renter of cinematography equipment, the Company competes with
numerous rental facilities, which must purchase their equipment from other
manufacturers and then rent that equipment to their customers. While the
overall rental business is price competitive and subject to discounting,
the Company has chosen to compete on the basis of its large inventory base,
technologically advanced proprietary products, broad product line,
extensive sales and marketing force and commitment to customer service. The
Company believes that it, as both the manufacturer and rental house, is
able to respond to many user requests on shorter notice and more
effectively than its rental competitors. In addition to its existing
competitors, the Company may encounter competition from new competitors, as
well as from new types of equipment, such as digital cameras. Although the
Company believes that, through its joint venture with Sony, DHD Ventures,
it is well positioned to capitalize on potential growth in the digital
capture market, it is new and the Company cannot predict whether or how
quickly the rental market for digital cameras will grow.
Lighting Rental Operations
In addition to manufacturing and renting camera systems, the Company
rents lighting, lighting grip, transportation and distribution equipment
and mobile generators used in the production of feature films, television
programs and commercials, outside broadcasts and other events from its
owned-and-operated facilities located in the United Kingdom, Toronto,
Canada and Australia. Panavision's extensive inventory of lighting
equipment enables various lighting operations to service projects with
large-scale equipment and personnel requirements, such as feature films,
while still maintaining sufficient capacity to service other projects
simultaneously. Panavision's worldwide lighting rental operations employ
senior management who have developed relationships over many years with
influential individuals in the motion picture and television industries.
Under this management there is a sizable field force of gaffers and
electricians who work exclusively with Panavision.
These operations include Lee Lighting, the largest lighting rental
operation in the United Kingdom. It maintains the largest rental asset base
of lighting equipment, transport, mobile generators and power distribution
equipment in the United Kingdom. Lee Lighting currently has the largest
inventory of lampheads, the core element of lighting equipment used by
filmmakers in all areas of the industry, in the United Kingdom.
Lee Lighting operates lighting rental operations in London, Bristol
and Manchester, England and Glasgow, Scotland, each of which has its own
rental inventories. From these four locations, Lee Lighting is able to
service any production in England, Wales or Scotland. In addition, Lee
Lighting maintains a rental base at Shepperton Studios, the second largest
studio complex in the United Kingdom for the production of feature films.
Lee Lighting is the only lighting company in the United Kingdom that
supplies its own electricians in connection with the rental of its
equipment. This service force is on call 24 hours a day, seven days a week
and is supplemented by freelance labor when required.
In 1999, Panavision expanded its lighting business geographically into
Australia through the acquisition of lighting assets from several small
local lighting rental operations. The lighting assets were acquired
primarily in the second quarter of 1999.
Competition
Panavision's lighting rental operations service both the motion
picture and television industries, including studio programs, outside
broadcasts and commercials. These markets require a similar range of
lighting productions and related support equipment; however, feature films
and episodic television programs generally require larger equipment
packages than commercials. The composition of equipment packages is
frequently determined by the producer, director or cinematographer, who may
desire a specific type of image or lighting effect. Although Panavision's
worldwide inventory of lighting equipment is extensive, the lighting rental
market is price competitive. Because film and television productions tend
to rent lighting equipment from rental agencies in the territories where
the productions are filmed, the rental revenue generated from Panavision's
lighting rental operations depends on the number of feature films,
television programs and commercials being filmed in the areas near its
operations.
Sales and Other Operations
The Company manufactures and sells lighting filters through its Lee
Filters operations in the United Kingdom and the United States. Panavision
also operates the EFILM digital laboratories in the United States. In
addition, the Company sells various consumable products such as film stock,
light bulbs and gaffer tape, which are used in all types of production.
Lee Filters is a manufacturer of light control media for the motion
picture, television and theater industries. The majority of Lee Filters'
business is the sale of filters or gels used by lighting directors to
control or correct lighting conditions during productions. Lighting filter
distribution, on a worldwide basis, is handled primarily through a network
of third-party dealers who have been selected because of their specific
knowledge of the filters market in their respective countries. In the
United Kingdom, Lee Filters sells on a direct basis to end users and rental
houses as well as to distributors and dealers.
EFILM provides the following post production services: (i)
high-resolution scanning of film, (ii) digital color timing, (iii) laser
film recording of digital video and high definition images to film, and
(iv) digital mastering. EFILM serves the major film studios, independent
filmmakers, advertisers, animators, large format filmmakers and restoration
clients. The EFILM digital laboratories are located in Hollywood.
Intellectual Property
The Company relies on a combination of patents, licensing
arrangements, trade names, trademarks, service marks, trade secrets,
know-how and proprietary technology to protect its intellectual property
rights. The Company owns or has been assigned or licensed domestic and
foreign patents and patent applications relating to its cameras, lenses and
accessories. The Company also owns or has been assigned several domestic
and foreign trademark or service mark registrations including
PANAVISION(R), PANAFLEX(R), PANAHEAD(R), PANALITE(R), PANAVID(R),
PANASTAR(R), PRIMO ZOOM(R), PRIMO MACRO ZOOM(R), PRIMO-L(R), PRIMO
DIGITALTM, 3-PERF(R), MILLENNIUM(R) and ULTRAVIEW(R), which, collectively,
are material to its business.
Environmental Matters
The Company is subject to foreign, federal, state and local
environmental laws and regulations relating to the use, storage, handling,
generation, transportation, emission, discharge, disposal and remediation
of hazardous and non-hazardous substances, materials and wastes
("Environmental Laws"). The Company also is subject to laws and regulations
relating to worker health and safety. The Company believes that its
operations are in substantial compliance with all applicable Environmental
Laws. Although no material capital or operating expenditures relating to
environmental controls or other environmental matters are currently
anticipated, there can be no assurance that the Company will not incur
costs in the future relating to environmental matters that would have a
material adverse effect on the Company's business or financial condition.
Employees
As of December 31, 2001, the Company had approximately 1,100 full-time
employees, consisting of 440 employees based in North America, 530
employees based in Europe, and 130 employees based in the Asia Pacific
region. The Company is not a party to any collective bargaining agreements.
The Company believes that its relationships with its employees are good.
Item 2. Properties
The Company's headquarters and principal manufacturing facility are
located at its 150,000 square-foot facility in Woodland Hills, California.
The Company operates domestic rental facilities in Woodland Hills,
Hollywood, Chicago, Dallas, Orlando and Wilmington. To service its
international markets, Panavision operates rental facilities in Toronto and
Vancouver, Canada; Dublin, Ireland; London (two) and Manchester, England;
Glasgow, Scotland; Paris (two) and Marseilles, France; Prague, Czech
Republic; Warsaw, Poland; Sydney (two), Queensland and Melbourne,
Australia; and Auckland and Wellington, New Zealand. Lee Lighting operates
rental facilities in London, Bristol and Manchester, England and Glasgow
and Edinburgh, Scotland. Lee Filters has a sales operation in Burbank,
California, as well as a manufacturing facility located in Andover,
England. All of the Company's facilities are leased, with the exception of
a small fabricating facility in Moss Vale, Australia and a facility located
in Glasgow, Scotland, which are owned.
Item 3. Legal Proceedings
The Company is not engaged in any legal proceeding other than ordinary
routine litigation incidental to its business. The Company does not believe
that any such proceedings currently pending will have a material adverse
effect on its business or financial condition.
Shareholders of M&F Worldwide brought suits against M&F Worldwide and
its directors challenging the M&F Purchase as an alleged breach of
fiduciary duty and seeking, among other things, rescission of the
transaction. One of the shareholders has dismissed his lawsuit pursuant to
a settlement. The Company understands that the defendants and certain of
the plaintiffs to the remaining litigation have reached a settlement of
these claims that, if approved by the court, will result in a full release
by all M&F Worldwide shareholders of the claims. The hearing on the request
to approve the settlement is currently scheduled for May 13, 2002. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" for a discussion of the M&F Purchase.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the
fourth quarter of 2001.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Panavision Common Stock is listed on the New York Stock Exchange
("NYSE") under the symbol "PVI." From time to time, the Company has fallen
below certain continued listing criteria of the NYSE. Specifically, the
Company has a total market capitalization of less than $50 million. The
Company has been in communication with officials of the NYSE and has
adopted a business strategy towards achieving the required standards in the
future.
As of March 26, 2002, there were approximately 812 holders of
Panavision Common Stock comprised of approximately 63 record holders and
750 beneficial holders.
<TABLE>
<CAPTION>
Stock Sales Prices
---------------------------------------------
High Low Closing
---------- ---------- ----------
<S> <C> <C> <C>
2001
First Quarter.............................. $ 7.06 $ 2.88 $ 3.75
Second Quarter............................. 6.02 3.75 5.95
Third Quarter.............................. 5.88 4.85 4.85
Fourth Quarter............................. 5.00 4.50 4.60
2000
First Quarter.............................. $ 11.75 $ 4.31 $ 9.00
Second Quarter............................. 9.50 7.19 8.25
Third Quarter.............................. 10.00 6.63 6.94
Fourth Quarter............................. 6.94 2.50 2.75
</TABLE>
The Company has never paid a cash dividend on Panavision Common Stock
and does not anticipate paying any cash dividends on Panavision Common
Stock in the foreseeable future. The current policy of the Company's Board
of Directors is to retain earnings to finance the operations and expansion
of the Company's business. In addition, the Company's Existing Credit
Agreement restricts the Company's ability to pay dividends to its
stockholders (see Item 7 "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Note 7 of Notes to the
Consolidated Financial Statements of the Company).
Item 6. Selected Financial Data
The following selected financial data has been derived from the Company's
Consolidated Financial Statements. The information set forth below is not
necessarily indicative of results of future operations, and should be read in
conjunction with Item 7 "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Consolidated Financial Statements
and related Notes thereto included elsewhere in this Form 10-K (in thousands,
except share and per share amounts).
<TABLE>
<CAPTION>
Year ended December 31, 2001 Unaudited
----------------------------------
Pre-M&F Purchase Post-M&F Purchase Combined
---------------- ----------------- -------------
Period from Period from Year Ended Pre-M&F Purchase
----------------------------------------
January 1 to April 20 to December Year ended December 31,
31,
April 19, 2001 December 31, 2001 2001(1) 2000 1999 1998 1997(2)
---------------- ----------------- ------------- --------- --------- --------- ---------
Statement of Operations Data:
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue......................... $ 65,809 $ 125,001 $ 190,810 $ 204,628 $ 202,751 $ 192,886 $ 176,863
Cost of revenue................. 32,004 72,395 104,399 110,295 110,608 105,068 90,879
---------- ----------- ------------ ----------- ---------- --------- ---------
Gross margin.................... 33,805 52,606 86,411 94,333 92,143 87,818 85,984
Selling, general and
administrative
expenses.................... 16,987 42,516 59,503 57,376 59,428 54,405 47,575
Research and development
expenses....................... 1,841 3,136 4,977 6,163 6,103 4,539 4,494
Charges in connection with the
Panavision Recapitalization
(3)......................... - - - - - 58,726 -
---------- ----------- ------------ ----------- ---------- --------- ---------
Operating income (loss)........ 14,977 6,954 21,931 30,794 26,612 (29,852) 33,915
Net interest expense (3)....... (14,502) (27,628) (42,130) (48,255) (42,285) (28,316) (6,385)
Net other income (expense)..... 48 638 686 (1,303) 1,435 3,369 1,210
---------- ----------- ------------ ----------- ---------- --------- ---------
Income (loss) before income
taxes.......................... 523 (20,036) (19,513) (18,764) (14,238) (54,799) 28,740
Income tax benefit (provision). (1,011) 6,511 5,500 (4,881) (1,800) (322) (9,252)
---------- ----------- ------------ ----------- ---------- --------- ---------
Net income (loss).............. $ (488) $(13,525) $ (14,013) $ (23,645) $ (16,038) $ (55,121) $19,488
========== =========== ============ =========== ========== ========== ========
Basic earnings (loss) per
share......................... $ (0.06) $ (1.54) $ (1.60) $ (2.83) $ (1.99) $ (4.35) $ 1.07
========== =========== ============ =========== ========== ========== ========
Diluted earnings (loss) per
share.......................... $ (0.06) $ (1.54) $ (1.60) $ (2.83) $ (1.99) $ (4.35) $ 1.03
========== =========== ============ =========== ========== ========== ========
Shares used in computation -
Basic.......................... 8,770 8,770 8,77 8,366 8,056 12,673 18,174
Shares used in computation -
Diluted........................ 8,770 8,770 8,770 8,366 8,056 12,673 19,012
EBITDA (4)..................... $ 27,291 $ 43,788 71,079 $ 69,612 $ 65,769 $ 65,292 $61,803
Ratio of earnings to fixed
charges or (deficiency) of
earnings to fixed charges
(unaudited) (5) 1.0x (20,036) (19,513) (18,764) (14,238) (54,799) 4.8x
</TABLE>
<TABLE>
<CAPTION>
Post-M&F Purchase Pre-M&F Purchase
------------------ -------------------------------------------
December 31, December 31,
2001 2000 1999 1998 1997
------------------ --------- ---------- --------- ---------
Balance Sheet Data:
<S> <C> <C> <C> <C> <C>
Total assets $ 601,216 $ 284,712 $ 291,558 $ 291,757 $ 281,937
Total current liabilities 50,198 50,133 41,245 33,078 44,334
Long-term debt (3) 448,623 477,425 473,429 463,605 119,999
Stockholders' equity/(deficiency) 75,325 (250,302) (231,240) (213,765) 109,444
</TABLE>
-------------------
(1) These columns represent the combined results of the Company's
operations from January 1 to April 19, 2001, the "Pre-M&F Purchase"
period, and from April 20 through December 31, 2001, the "Post-M&F
Purchase" period. They are not intended to be a pro forma presentation
of the operating results of the Company for 2001 and are provided for
purposes of additional analysis. See Note 2 of Notes to the
Consolidated Financial Statements of the Company included elsewhere in
this Form 10-K for a pro forma presentation of the operating results
of the Company. The 2001 balance sheet information is presented
Post-M&F Purchase.
(2) Includes operating results of the Film Services Group since June 5,
1997, the date of its acquisition.
(3) In connection with the Panavision Recapitalization transaction, the
Company recorded $10.1 million of transaction-related expenses and a
compensation charge of $48.6 million, related to the purchase of
shares and retirement of options. Additionally, the Company increased
long-term borrowings outstanding and related interest expense as part
of the Panavision Recapitalization transaction.
(4) EBITDA is calculated by adding back all depreciation and amortization
and net interest expense to income/(loss) before income taxes and
excluding unrealized foreign exchange gains and losses. EBITDA for
1998 has been adjusted by adding back the $58.7 million of charges in
connection with the Panavision Recapitalization to actual EBITDA.
(5) For the purposes of calculating the ratio of earnings to fixed
charges, earnings include (loss) income before income taxes plus fixed
charges. Fixed charges consist of interest expense, the amortization
of debt issue costs and the interest portion of rent expense.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following should be read in conjunction with the Consolidated
Financial Statements of Panavision and the Notes thereto included elsewhere
in this Form 10-K.
Overview
The Company's revenue is derived from three sources: (i) camera
rental operations, (ii) lighting rental operations, and (iii) sales and
other revenue. Revenue from camera rental operations consists of the rental
of camera systems, lenses and accessories to the motion picture and
television industries through a network of rental offices located
throughout North America, Europe and the Asia Pacific region. The rental of
cinematographic equipment to major feature film productions comprises the
largest component of revenue generated from camera rental operations.
The Company's lighting rental operations generate revenue through
the rental of lighting, lighting grip, transportation and distribution
equipment, as well as mobile generators, which are all used in the
production of feature films, television programs, commercials, outside
broadcasts and other events. The Company owns and operates lighting rental
facilities in the United Kingdom, Toronto, Canada and Australia. Revenue
generated by Lee Lighting, the Company's lighting rental facility located
in the United Kingdom, generates the majority of the Company's lighting
rental operations revenue.
Sales and other revenue is comprised of: (i) the manufacture and
sale of lighting filters through Lee Filters in the United Kingdom and the
United States; (ii) EFILM's operations, which provide high-resolution
scanning of film, digital color timing, laser film recording of digital
video and high definition images to film and digital mastering services to
the motion picture and television industries, and (iii) sales of various
consumable products, such as film stock, light bulbs and gaffer tape, which
are used in all types of productions.
The Company considers revenue from international business to be
that revenue which is generated from the rental of its equipment by
productions that are located at production sites outside of the United
States.
Critical Accounting Policies
The Company reviews the accounting policies it uses in reporting its
financial results on a regular basis. The preparation of these financial
statements requires the Company to make estimates and judgments that affect
the reported amounts of assets, liabilities, revenues and expenses and
related disclosure of contingent assets and liabilities. On an ongoing
basis, the Company evaluates its estimates, including those related to
accounts receivable, investments, rental assets, intangible assets, income
taxes, contingencies and litigation. The Company bases its estimates on
historical experience and on various other assumptions that are believed to
be reasonable under the circumstances. These estimates form the basis for
the Company's judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Results may differ from
these estimates if actual outcomes are different from the estimates on
which the Company based its assumptions. These estimates and judgments are
reviewed by management on an ongoing basis. The Company believes the
following critical accounting policies affect its more significant
judgments and estimates used in the preparation of its consolidated
financial statements.
Revenue Recognition - The Company recognizes revenue over the related
equipment rental period using prices that are negotiated at the time of
rental. Revenue from product sales is recognized upon shipment. The Company
does not have a history of significant product returns or revenue
adjustments.
Allowance for Doubtful Accounts - The Company maintains allowances for
doubtful accounts for estimated losses resulting from the inability of its
customers to make required payments. If the financial condition of the
Company's customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be required.
Income Taxes - The Company estimates its actual current tax
liabilities together with its temporary differences resulting from
differing treatment of items, such as net operating losses and
depreciation, for tax and accounting purposes. These temporary differences
result in deferred tax assets and liabilities. The Company must then assess
the likelihood that its deferred tax assets will be recovered from future
taxable income and to the extent the Company believes that recovery is not
likely, it must establish a valuation allowance. At December 31, 2001, the
Company had a $7.3 million valuation allowance established against its
deferred tax assets. To the extent the Company establishes a valuation
allowance or increases this allowance in a period, it must include and
expense the allowance within the tax provision in the consolidated
statement of operations. Significant management judgment is required in
determining the provision for income taxes, deferred tax assets and
liabilities and any valuation allowance recorded against its net deferred
tax assets.
Long-Lived Assets - The Company assesses the impairment of property,
plant and equipment (comprised principally of its assets available for
rental), goodwill, and other identifiable intangibles whenever events or
changes in circumstances indicate that the carrying value may not be
recoverable. Some factors the Company considers important which could
trigger an impairment review include the following:
o Significant underperformance relative to expected historical or
projected future operating results;
o Significant changes in the manner of the Company's use of the
acquired assets or the strategy for its overall business; and
o Significant negative industry or economic trends.
When the Company determines that the carrying value of its long-lived
assets may not be recoverable based upon the existence of one or more of
the above indicators of impairment, the Company measures any impairment
based on a projected discounted cash flow method using a discount rate
determined by management to be commensurate with the risk inherent in its
current business model. In accordance with SFAS No. 142, "Goodwill and
Other Intangible Assets," on January 1, 2002 the Company will cease to
amortize goodwill and its tradename since both are believed to have an
indefinite life. In lieu of amortization, the Company is required to
perform an initial impairment review of its goodwill and tradename in 2002
and an annual impairment review thereafter. If the Company determines
through the impairment review process that goodwill or its tradename have
been impaired, the Company would record the impairment charge in its
consolidated statement of operations.
Recent Accounting Pronouncements - In July 2001, the FASB issued SFAS
No. 141, "Business Combinations." SFAS 141 requires the purchase method of
accounting for business combinations initiated after June 30, 2001 and
eliminates the pooling-of-interests method.
In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets," which is effective for fiscal years beginning after
December 15, 2001. SFAS 142 changes the accounting for goodwill from an
amortization method to an impairment-only approach. In addition, the
standard includes provisions, upon adoption, for the reclassification of
certain existing recognized intangibles as goodwill, reassessment of the
useful lives of existing recognized intangibles, reclassification of
certain intangibles out of previously reported goodwill and the testing for
impairment of existing goodwill and other intangibles. The Company adopted
this pronouncement on January 1, 2002. As a result of this adoption,
goodwill and tradename amortization, which amounted to approximately $9.8
million in 2001, will not continue beyond December 31, 2001.
SFAS 142 requires that goodwill be tested annually for impairment
using a two-step process. The first step is to identify a potential
impairment and, in transition, this step must be measured as of the
beginning of the fiscal year. However, a company has six months from the
date of adoption to complete the first step. The second step of the
goodwill impairment test measures the amount of the impairment loss,
measured as of the beginning of the year of adoption, if any, and must be
completed by the end of the Company's fiscal year. Intangible assets deemed
to have an indefinite life, such as the Company's tradename, will be tested
for impairment using a one-step process which compares the fair value to
the carrying amount of the asset as of the beginning of the fiscal year,
and pursuant to the requirements of SFAS 142 will be completed during the
first quarter of 2002. Any loss resulting from the first step impairment
test will be reflected as a cumulative effect of a change in accounting
principle in the first quarter of 2002. The Company's preliminary belief is
that the fair values of its goodwill and tradename are in excess of
carrying value. However, the Company will perform detailed impairment tests
of its goodwill and tradename as of January 1, 2002 as required by SFAS 142
to determine the effect, if any, on its financial position or results of
operations.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which is effective for fiscal
years beginning after December 15, 2001. SFAS 144 supersedes FASB Statement
No. 121, "Accounting for the Impairment or Disposal of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of," and the accounting and
reporting provisions relating to the disposal of a segment of a business of
Accounting Principles Board Opinion No. 30. The Company does not expect the
adoption of SFAS 144 to have a material effect on its consolidated
financial position, results of operations and cash flows.
Commitments and Contingencies - The Company periodically records the
estimated impacts of various conditions, situations or circumstances
involving uncertain outcomes. These events are called "contingencies," and
the Company's accounting for such events is prescribed by SFAS No. 5,
"Accounting for Contingencies."
The accrual of a contingency involves considerable judgment on the
part of management. The Company uses its internal expertise, and outside
experts (such as lawyers and tax specialists), as necessary, to help
estimate the probability that a loss has been incurred and the amount (or
range) of the loss. The Company currently does not have any material
contingencies that it believes require accrual or disclosure in its
consolidated financial statements.
Related Party Transactions
On April 19, 2001, M&F Worldwide and PX Holding Corporation ("PX
Holding"), a wholly owned subsidiary of Mafco Holdings Inc. ("Mafco
Holdings"), announced that, pursuant to a stock purchase agreement, M&F
Worldwide had purchased all 7,320,225 shares (the "Shares") of the
Company's Common Stock held by PX Holding (the "M&F Purchase"). The Shares
purchased constituted approximately 83.5% of the Company's then outstanding
Common Stock.
The Company, PX Holding and M&F Worldwide entered into a letter
agreement (the "Registration Rights Agreement Transfer Letter"), dated as
of April 19, 2001, confirming that upon acquisition of the Shares, M&F
Worldwide or its designated affiliate, PVI Acquisition Corp., will become a
"Holder" under the Registration Rights Agreement dated as of June 5, 1998,
between the Company and PX Holding (the "Registration Rights Agreement"),
and that all Shares will become "Registrable Securities" under such
agreement.
Pursuant to the Registration Rights Agreement, M&F Worldwide and
certain transferees of the Shares (the "Registrable Securities") held by
M&F Worldwide (the "Holders") have the right to require the Company to
register all or part of the Registrable Securities owned by such Holders
under the Securities Act of 1933 (a "Demand Registration"). The Company may
postpone giving effect to a Demand Registration for up to a period of 30
days if the Company believes such registration might have a material
adverse effect on any plan or proposal by the Company with respect to any
financing, acquisition, recapitalization, reorganization or other material
transaction, or the Company is in possession of material non-public
information that, if publicly disclosed, could result in a material
disruption of a major corporate development or transaction then pending or
in progress or in other material adverse consequences to the Company. In
addition, the Holders will have the right to participate in registrations
by the Company of its equity securities (an "Incidental Registration")
subject, however, to certain rights in favor of the Company to reduce, or
eliminate entirely, the number of Registrable Securities the Holders may
have registered in an Incidental Registration. The Company will pay all
out-of-pocket expenses incurred in connection with a Demand Registration or
an Incidental Registration, except for underwriting discounts, commissions
and related expenses attributable to the Registrable Securities sold by
such Holders.
M&F Worldwide accounted for the M&F Purchase as a purchase, and
purchase accounting adjustments have been pushed down to the Panavision
financial statements for the period subsequent to April 19, 2001
(designated "Post-M&F Purchase"). The Panavision financial statements for
the periods ended prior to April 19, 2001 were prepared using Panavision's
historical basis of accounting and are designated as "Pre-M&F Purchase." As
a result, the "Pre-M&F Purchase" and "Post-M&F Purchase" information is not
comparable.
The push down of the M&F Purchase price allocation had the
following effects on the Panavision financial statements as of the date of
acquisition: (i) accumulated depreciation and amortization of approximately
$211.0 million was reset to zero by netting it against gross property, plant
and equipment balances; (ii) the gross rental assets balance, after the
effect of the netting of accumulated depreciation and amortization
described in (i), was increased by approximately $40.8 million; (iii)
goodwill was increased by approximately $260.0 million; (iv) trademarks were
increased by approximately $68.6 million; (v) other assets were reduced by
approximately $2.8 million; (vi) deferred tax assets and liabilities were
increased by approximately $15.5 million and $45.1 million, respectively;
(vii) accumulated amortization of goodwill and other intangibles was
reset to zero; and (viii) long-term debt was increased $3.8 million.
Had the M&F Purchase occurred on January 1, 2001, as compared to
the combined Pre-M&F Purchase and Post-M&F Purchase amounts used to
describe the Company's results of operations in the selected financial
data, the Company's depreciation and amortization expense would have been
increased by approximately $4.9 million and interest expense would have
been decreased by approximately $2.4 million. All revenues and other
operating expenses would not have changed had the M&F Purchase occurred on
January 1, 2001.
At the closing of the M&F Purchase, Ronald O. Perelman, Mafco
Holdings' sole shareholder, delivered a letter to M&F Worldwide in which
Mr. Perelman agreed that, if M&F Worldwide determines in its good faith
reasonable judgment that Panavision is unable to make required payments of
principal or interest under its Existing Credit Agreement (as defined
below), or its 95/8% Senior Subordinated Discount Notes Due 2006 (the
"Existing Notes"), he or corporations under his control will provide such
financial support to M&F Worldwide as may be required by Panavision in
connection with such payments of principal and interest. The financial
support from Mr. Perelman will be in such amount as M&F Worldwide
determines. However, there can be no assurance that M&F Worldwide will make
such determination or if such determination is made, whether such
determination will be adequate and timely in order to meet the Company's
needs, if such needs arise. Any investment by M&F Worldwide in Panavision
of proceeds M&F Worldwide receives from Mr. Perelman would be on terms to
be agreed between M&F Worldwide and Panavision.
In satisfaction of the obligation of M&F Worldwide under another
agreement entered into contemporaneously with the closing of the M&F
Purchase, Mafco Holdings and M&F Worldwide entered into a letter agreement,
and M&F Worldwide and the Company entered into a letter agreement, both
dated as of December 21, 2001, pursuant to which M&F Worldwide purchased
from PX Holding $22.0 million principal amount of Existing Notes for an
aggregate purchase price of $8.14 million, and M&F Worldwide delivered to
the Company an aggregate of $24.5 million principal amount of Existing
Notes in exchange for 1,381,690 shares (the "Exchanged Shares") of Series A
Non-Cumulative Perpetual Participating Preferred Stock, par value $0.01 per
share, of the Company. The Exchanged Shares were issued at a value of
approximately $9.3 million, which represents M&F Worldwide's cost to
purchase the Existing Notes delivered to the Company. Because M&F Worldwide
delivered the Existing Notes to the Company in satisfaction of obligations
under an agreement entered into at the time of the M&F Purchase, the
difference between M&F Worldwide's cost and the Company's book value of the
Existing Notes was recorded as a reduction of goodwill.
The Company and M&F Worldwide entered into a letter agreement (the
"Registration Rights Agreement Amendment Letter"), dated as of December 21,
2001, pursuant to which the Company and M&F Worldwide agreed to amend the
Registration Rights Agreement to, among other things, include the Exchanged
Shares within the definition of "Registrable Securities".
Shareholders of M&F Worldwide brought suits against M&F Worldwide and
its directors challenging the M&F Purchase as an alleged breach of
fiduciary duty and seeking, among other things, rescission of the
transaction. One of the shareholders has dismissed his lawsuit pursuant to
a settlement. The Company understands that the defendants and certain of
the plaintiffs to the remaining litigation have reached a settlement of
these claims that, if approved by the court, will result in a full release
by all M&F Worldwide shareholders of the claims. The hearing on the request
to approve the settlement is currently scheduled for May 13, 2002.
In July 2001, M&F Worldwide purchased all of the issued and
outstanding shares of Las Palmas, which runs EFILM. As a result, Las Palmas
became a wholly-owned subsidiary of M&F Worldwide. The consideration paid
by M&F Worldwide at closing consisted of $5.4 million to the selling
shareholders and $600,000 to Las Palmas. M&F Worldwide also agreed to make
an additional payment to the selling shareholders based on the EBITDA of
EFILM (with a guaranteed minimum of $1.5 million). Las Palmas entered into
a series of transactions with the Company to provide it substantially all
of the benefits of, and obligate it with respect to, EFILM. Specifically,
Las Palmas (i) subleased the real estate used in the business to the
Company, (ii) leased the property and equipment used in the business to the
Company on a month-to-month basis, (iii) seconded all of the Las Palmas
employees to Panavision until July 2, 2008 or such later date mutually
agreed upon, and (iv) granted a worldwide, nonexclusive license to certain
technology and intellectual property to be used solely in connection with
servicing customers of Panavision until July 2, 2008, which agreement
automatically renews for successive one year terms unless prior written
notice is provided by a party, (collectively, the "EFILM Agreements").
Following the entry into these various agreements, the Company has also
directly purchased equipment that is used in the business of EFILM.
In addition to monthly payments, the EFILM Agreements require that
Panavision pay M&F Worldwide a one-time cash payment equal to the greater
of (a) 90% of the average annual EBITDA (as defined in the EFILM
Agreements) of the EFILM business over a two-year Incentive Period (as
defined in the EFILM Agreements) or (b) $1.5 million, such payment to occur
no earlier than 2004 and no later than 2007. The Company is expensing the
$1.5 million minimum amount of this one-time cash payment over the 7-year
term of the EFILM Agreements as additional lease expense. For 2001,
expenses relating to the EFILM Agreements of approximately $573,000 and
$29,000 have been included in cost of sales and other and selling, general
and administrative expenses, respectively, in the accompanying Consolidated
Statements of Operations.
M&F Worldwide has agreed to sell Panavision all of the issued and
outstanding shares of Las Palmas. Panavision has agreed to purchase these
shares for approximately $6.7 million, subject to the consummation of a
refinancing of its Existing Credit Agreement.
Results of Operations
The following discussion and analysis includes the Company's
consolidated historical results of operations for 2000 and 1999. With
respect to 2001, the following discussion and analysis includes the
combined amounts of the Pre-M&F Purchase period and the Post-M&F Purchase
period as set forth in the selected financial data table. Such combined
amounts do not represent a pro forma presentation of the results of the
Company for 2001. See Note 2 in the Consolidated Financial Statements for a
pro forma presentation of the results of the Company
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000
Camera Rental Operations
Camera rental revenue for the year ended December 31, 2001 was $124.6
million. Revenue decreased $5.4 million, or 4.2%, compared to 2000.
Exchange rate changes adversely affected the year-to-year comparisons by
almost $3.3 million reflecting the impact of weaker European and Australian
currencies versus the U.S. Dollar. At constant exchange rates, the decline
in camera revenue largely reflects lower revenue associated with television
commercials, reflecting a weak television commercial market. Most
territories worldwide were adversely affected by the commercial slowdown.
The year-to-year decline is in comparison to a 2000 commercial market that
was adversely impacted by a Screen Actors Guild commercial actors strike
from May 2000 through October 2000.
Camera revenue associated with worldwide feature film production
increased in 2001, despite fewer major studio feature film starts in 2001
as compared to 2000. The decrease in production starts was the result of an
unusually low level of worldwide feature film productions in the second
half of 2001, following the robust feature film environment of the first
half of the year. The shift in 2001 production occurred in anticipation of
the possibilities of mid-year strikes by the Writers Guild of America and
the Screen Actors Guild. Both of these labor negotiations were concluded at
the end of the second quarter without any labor disruption. Management
believes that the events of September 11, 2001 may have also exacerbated the
decline in the feature film production starts in the second half of 2001.
Revenue growth was also achieved in North American series television in
2001.
Cost of camera rental for the year was $58.6 million, a decrease of
$2.5 million, or 4.1%, as compared to 2000. The decrease was primarily due
to lower maintenance cost on rental equipment and the favorable impact of
translating expenses of operations denominated in weaker currencies to the
U.S. dollar.
Lighting Rental Operations
Lighting rental revenue for the year ended December 31, 2001 was $31.7
million, a decrease of $8.6 million, or 21.3%, compared to 2000. The
decrease was primarily due to considerably lower levels of feature film
production in the U.K. (Lee Lighting). Lighting revenue associated with
television commercials also declined reflecting the weak television
commercial market worldwide. Exchange rate changes adversely impacted the
year-to-year comparisons by approximately $1.8 million.
Cost of lighting rental for the year was $26.5 million, a decrease of
$3.5 million, or 11.7%, from 2000. The change is primarily due to the
decreased costs associated with the lower lighting rentals worldwide.
Sales and Other
Sales and other revenue in the year ended December 31, 2001 was $34.4
million, an increase of $0.1 million from the year ended December 31, 2000.
The results reflect $3.5 million of revenue generated from EFILM, offset by
lower lighting filter and expendable sales worldwide (see Note 14 to the
Consolidated Financial Statements for information regarding EFILM).
Exchange rate changes adversely affected the year-to-year comparisons by
approximately $1.9 million.
Operating Costs
Selling, general and administrative expenses for the year ended
December 31, 2001 were $59.5 million, an increase of $2.1 million, or 3.7%,
as compared to the year ended December 31, 2000. The increase reflects
approximately $8.4 million of additional goodwill and other intangible
amortization resulting from the fair value adjustments arising from the M&F
Purchase, offset by the impact of cost reduction measures implemented
during the year.
Research and development expenses for 2001 were $5.0 million, a
decrease of $1.2 million from 2000. The decrease was primarily due to lower
costs related to the development of products for digital application.
Interest, Taxes and Other
Net interest expense for the year ended December 31, 2001 was $42.1
million, a decrease of $6.2 million, or 12.8%, from 2000. The decrease
primarily reflects lower interest rates as compared to the year ended
December 31, 2000.
Net other income for 2001 was $0.7 million, compared to net other
expense of $ 1.3 million in 2000. The change primarily reflects a decrease
in foreign exchange losses as compared to the prior year.
The tax benefit was $5.5 million of the year ended December 31, 2001,
as compared to a tax provision of $4.9 million for the year ended December
31, 2000. In connection with the M&F Purchase, the Company recorded a
deferred income tax benefit of approximately $3.8 million resulting from
the reversal of the valuation allowance. The Company also recorded a net
income tax benefit of $6.2 million primarily resulting from the benefit
associated with domestic tax losses. The tax benefit was partially offset
by the recording of a $4.6 million provision relating to profitable foreign
operations and foreign taxes withheld at source and alternative minimum
taxes. For the year ended December 31, 2000, no corresponding tax benefit
was recorded for U.S. losses. See Notes 2 and 6 of the Notes to
Consolidated Financial Statement for a discussion of the tax sharing
agreements.
Since the closing of the M&F Purchase on April 19, 2001, the Company,
for federal income tax purposes, has been included in the affiliated group
of which M&F Worldwide is the common parent, and the Company's federal
taxable income and loss will be included in such group's consolidated tax
return filed by M&F Worldwide. The Company also may be included in certain
state and local tax returns of M&F Worldwide or its subsidiaries. As of
April 19, 2001, the Company and M&F Worldwide entered into a tax sharing
agreement (the "M&F Worldwide Tax Sharing Agreement"), pursuant to which
the M&F Worldwide has agreed to indemnify the Company against federal,
state or local income tax liabilities of the consolidated or combined group
of which M&F Worldwide (or a subsidiary of M&F Worldwide other than the
Company or its subsidiaries) is the common parent for taxable periods
beginning after April 19, 2001 during which the Company or a subsidiary of
the Company is a member of such group. Pursuant to the M&F Worldwide Tax
Sharing Agreement, for all taxable periods beginning after April 19, 2001,
the Company will pay to M&F Worldwide amounts equal to the taxes that the
Company would otherwise have to pay if it were to file separate federal,
state or local income tax returns (including any amounts determined to be
due as a result of a redetermination arising from an audit or otherwise of
the consolidated or combined tax liability relating to any such period
which is attributable to the Company), except that the Company will not be
entitled to carry back any losses to taxable periods ending prior to April
20, 2001. Since the payments to be made under the M&F Worldwide Tax Sharing
Agreement will be determined by the amount of taxes that the Company would
otherwise have to pay if it were to file separate federal, state and local
income tax returns, the M&F Worldwide Tax Sharing Agreement will benefit
M&F Worldwide to the extent M&F Worldwide can offset the taxable income
generated by the Company against losses and tax credits generated by M&F
Worldwide and its other subsidiaries. To the extent that the Company has
losses for tax purposes, the M&F Worldwide Tax Sharing Agreement permits
the Company to carry those losses back to periods beginning on or after
April 20, 2001 and forward for so long as the Company is included in the
affiliated group of which M&F Worldwide is the common parent (in both
cases, subject to federal, state and local rules on limitation and
expiration of net operating losses) to reduce the amount of the payments
the Company otherwise would be required to make to M&F Worldwide in years
in which it has current income for tax purposes.
For the period from February 1, 1999 through April 19, 2001, the
Company, for federal income tax purposes, had been included in the
affiliated group of which Mafco Holdings was the common parent, and for
such period the Company's federal taxable income and loss had been included
in such group's consolidated tax return filed by Mafco Holdings. As of
February 1, 1999, the Company and certain of its subsidiaries and Mafco
Holdings entered into a tax sharing agreement (the "Mafco Holdings Tax
Sharing Agreement") containing terms and conditions substantially the same
as those in the M&F Worldwide Tax Sharing Agreement. The Mafco Holdings Tax
Sharing Agreement governed tax matters between the Company and Mafco
Holdings for the period from February 1, 1999 through April 19, 2001 and
continues in effect as to post Mafco Holdings consolidation matters such as
audit adjustments and indemnities.
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999
Camera Rental Operations
Camera rental revenue for the year ended December 31, 2000 was $130.0
million. Revenue decreased $0.8 million, or 0.6%, compared to 1999.
Exchange rate changes adversely affected the year-to-year comparisons by
almost $4.7 million, reflecting the impact of weaker European and
Australian currencies versus the U.S. dollar. Revenue, at constant exchange
rates, reflects increases in rentals associated with feature film
productions in Europe and higher series television revenue in North
America, offset by lower rental revenue generated from U.S. television
commercial production. U.S. commercial revenue, which was adversely
impacted by the Screen Actors Guild strike from May 2000 through October
2000, was $1.7 million lower than the corresponding May-October period of
1999.
Cost of camera rental for the year was $61.1 million, a decrease of
$2.4 million, or 3.8%, as compared to 1999. The decrease was primarily due
to lower maintenance cost on rental equipment and the favorable impact of
translating expenses of operations denominated in weaker currencies to the
U.S. dollar.
Lighting Rental Operations
Lighting rental revenue for the year ended December 31, 2000 was $40.3
million, an increase of $4.1 million, or 11.3%, compared to 1999. The
increase primarily reflects stronger feature film revenue at Lee Lighting
and additional rentals generated on the lighting equipment acquired in
Australia in the second quarter of 1999. Exchange rate changes adversely
affected the year-to-year comparisons by approximately $2.7 million.
Cost of lighting rental for the year was $30.0 million, an increase of
$3.4 million, or 12.8%, from 1999. The change is primarily due to increased
costs associated with the growth in revenue at Lee Lighting and the
expansion of the Australian lighting operation.
Sales and Other
Sales and other revenue in the year ended December 31, 2000 declined
$1.4 million, or 3.9%, from the year ended December 31, 1999. Adverse
currency effects accounted for the decline.
Operating Costs
Selling, general and administrative expenses for the year ended
December 31, 2000 were $57.4 million, a decrease of $2.0 million, or 3.4%,
as compared to 1999. The decrease reflects the impact of cost control
efforts implemented during the year and the favorable impact of weaker
currencies versus the U.S. dollar.
Research and development expenses for 2000 were $6.2 million, an
increase of $0.1 million from 1999. The increase was primarily due to
increased costs related to the development of products for digital
application.
Interest, Taxes and Other
Net interest expense for the year ended December 31, 2000 was $48.3
million, an increase of $6.0 million, or 14.2%, from 1999. The increase
primarily reflects higher interest rates and debt levels as compared to the
year ended December 31, 1999.
Net other expense for 2000 was $1.3 million, compared to net other
income of $1.4 million in 1999. The change primarily reflects lower gains
on the sale of fixed assets and year-to-year changes in foreign exchange
gains and losses.
The tax provision was $4.9 million and $1.8 million for the years
ended December 31, 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 Holdings entered into the Mafco Tax Sharing
Agreement, pursuant to which Mafco Holdings has agreed to indemnify the
Company against federal, state or local income tax liabilities of the
consolidated or combined group of which Mafco Holdings (or a subsidiary of
Mafco Holdings other than the Company or its subsidiaries) is the common
parent for taxable periods beginning on or after February 1, 1999 through
April 19, 2001, during which the Company or a subsidiary of the Company is
a member of such group. See Note 6 of the Consolidated Financial Statements
for additional information regarding the tax sharing agreements.
Liquidity and Capital Resources
The following table sets forth certain information from the Company's
Consolidated Statements of Cash Flows for the years indicated (in
thousands):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
2001 2000 1999
Net cash provided by (used in):
<S> <C> <C> <C>
Operating activities......................... $ 43,277 $ 24,752 $ 29,199
Investing activities......................... (25,007) (28,978) (32,332)
Financing activities......................... (21,023) 4,033 (1,314)
</TABLE>
Cash provided by operating activities, for the year ended December 31,
2001, totaled $43.3 million comprised of the net loss of $14.0 million,
adjusted for depreciation and amortization of $47.9 million and the
amortization of the discount on the Existing Notes of $19.3 million, offset
by the recording of the deferred income tax benefit of $10.1 million and
the net change in working capital (excluding cash) and other miscellaneous
items totaling $0.2 million. Investing activities of $25.0 million included
$26.6 million of capital expenditures, offset by $1.6 million in proceeds
received from the disposition of fixed assets. The majority of the capital
expenditures were used to manufacture camera rental systems and
accessories. Cash used in financing activities was $21.0 million, primarily
reflecting a decrease in net borrowings under the Existing Credit
Agreement.
Cash provided by operating activities, for the year ended December 31,
2000, totaled $24.8 million comprised of the net loss of $23.6 million,
adjusted for depreciation and amortization of $37.9 million and the
amortization of the discount on the Existing Notes of $17.7 million, offset
by the net change in working capital (excluding cash) and other
miscellaneous items totaling $7.2 million. Investing activities of $29.0
million included $30.7 million of capital expenditures, offset by $1.7
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 $4.0
million, reflecting the capital contribution from Sony of $10.0 million,
for which Sony received 714,300 shares of Panavision Common Stock,
representing 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, such warrants
being fully exercisable at any time through July 25, 2010 (see Note 15 to
the Consolidated Financial Statements), and a reduction in net borrowings
under the Existing Credit Agreement.
Cash provided by operating activities, for the year ended December 31,
1999, totaled $29.2 million comprised of the net loss of $16.0 million,
adjusted for depreciation and amortization of $36.9 million and the
amortization of the discount on the Existing Notes of $16.1 million, offset
by the net change in working capital (excluding cash) and other
miscellaneous items totaling $7.8 million. Investing activities of $32.3
million included $35.6 million of capital expenditures, offset by $3.3
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 used in financing activities was $1.3
million, primarily reflecting a reduction in net borrowings under the
Existing Credit Agreement for the year.
Since the anticipation of strikes in the film industry moved
production to the first half of 2001 and the events of September 11th
reduced the number of film starts in the fourth quarter, the Company
experienced higher-than-normal revenue and EBITDA levels in the first half
of 2001 and significantly lower-than-normal levels in the second half of
2001. The Company expects the industry to return to a more normal
production schedule in 2002 and would expect the Company's revenue and
EBITDA to be lower in the first half of 2002 as compared to the first half
of 2001, and second half results to be higher than the comparable period in
2001.
The Company undertook certain cost reduction initiatives in 2001 which
the Company estimates will result in approximately $5.4 million in savings in
2002. These initiatives include approximately $4.5 million of savings relating
to reductions in headcount and approximately $0.9 million in other savings.
The Company recognized one-time cash costs of $0.8 million in 2001 in
connection with the headcount reduction.
The Company has certain cash obligations and other commercial
commitments, which will impact its short and long term liquidity. At
December 31, 2001, such obligations and commitments were as follows (in
thousands):
<TABLE>
<CAPTION>
Contractual Obligations Payments Due by Period
Total Less than 1 year 1-3 years 4-5 years After 5 years
----- ---------------- --------- --------- -------------
<S> <C> <C> <C> <C> <C>
Long term debt $470,666 $23,680 $253,608 $193,378 $ -
Operating leases 42,323 7,589 16,325 6,738 11,671
----------- ------------------ ----------- ----------- ----------------
Total contractual
cash obligations $512,989 $31,269 $269,933 $216,116 $11,671
====================== =========== ================== =========== =========== ================
</TABLE>
For information on the Company's long-term debt obligations, see the
discussion herein and in Note 7 of the Notes to the Consolidated Financial
Statements included elsewhere in this Form 10-K. In addition to the amounts
due under non-cancelable operating lease agreements in the above table, the
Company has various lease agreements with Las Palmas, a wholly owned
subsidiary of M&F Worldwide (see Note 14 of the Notes to the Consolidated
Financial Statements for information regarding such lease agreements).
Amounts available to the Company under various letters of credit total
approximately $0.6 million, all with expiration dates ranging from June,
2002 through June, 2004. In addition, the Company had various lines of
credit totaling approximately $1.3 million at December 31, 2001, under
which no amounts were drawn. The Company does not have any off-balance
sheet financing arrangements other than operating leases of equipment.
On June 4, 1998, the Company entered into a Credit Agreement with a
syndicate of lenders (as subsequently amended on September 30, 1998 and
June 30, 1999, the "Existing Credit Agreement"). As of December 31, 2001,
amounts outstanding under the Existing Credit Agreement were $198.3 million
and $79.0 million for the term facilities and revolving facility,
respectively. The Existing Credit Agreement is comprised of two facilities,
the term facility and the revolving facility. The term facility has two
tranches: the Tranche A Term Facility is a 6-year facility in an aggregate
principal amount of $90.0 million and the Tranche B Term Facility is a
7-year facility in an aggregate principal amount of $150.0 million. The
revolving facility is a 6-year facility in an aggregate principal amount of
$100.0 million. The Tranche A Term Facility and the Tranche B Term Facility
are repayable in quarterly installments. Borrowings under the Existing
Credit Agreement bear interest at a rate per annum equal to the Alternate
Base Rate ("ABR") (as defined in the Existing Credit Agreement) or the
Eurodollar Rate (as defined in the Existing Credit Agreement) plus, in each
case, a margin that will be based on the performance of the Company at
agreed upon levels. The applicable margin at December 31, 2001 on loans
under the revolving facility and the Tranche A Term Facility was 2.75% for
Eurodollar Loans (as defined in the Existing Credit Agreement) and 1.75%
for ABR Loans (as defined in the Existing Credit Agreement). The applicable
margin at December 31, 2001 on loans under the Tranche B Term Facility was
3.00% for Eurodollar Loans and 2.00% for ABR Loans. The Company may select
interest periods of one, two, three or six months for Eurodollar Loans. If
at any time the Company is in default in the payment of any amount of
principal due under the Existing Credit Agreement, such amount will bear
interest at 2.00% above the rate otherwise applicable. Overdue interest,
fees and other amounts will bear interest at 2.00% above the rate
applicable to ABR Loans.
The Company's obligations under the Existing Credit Agreement are
secured by substantially all of the Company's assets. The Existing Credit
Agreement requires that the Company meet certain financial tests and
contains other restrictive covenants including limitations on indebtedness,
leverage ratio levels, interest coverage ratio levels and restrictions on
the ability of the Company to declare or pay dividends to its stockholders.
As of December 31, 2001, management believes that the Company was in
compliance with all financial covenants contained in the Existing Credit
Agreement.
At the closing of the M&F Purchase, Ronald O. Perelman, Mafco
Holdings' sole shareholder, delivered a letter to M&F Worldwide in which
Mr. Perelman agreed that, if M&F Worldwide determines in its good faith
reasonable judgment that Panavision is unable to make required payments of
principal or interest under its Existing Credit Agreement or its Existing
Notes, he or corporations under his control will provide such financial
support to M&F Worldwide as may be required by Panavision in connection
with such payments of principal and interest. The financial support from
Mr. Perelman will be in such amount as M&F Worldwide determines.
On March 15, 2002, the Company amended its Existing Credit Agreement
to, among other things, revise certain of the financial tests and required
ratios that the Company must maintain through December 31, 2002 (the "March
Amendment"). In connection with the March Amendment, the Company agreed
with the lenders under the Existing Credit Agreement to pay the lenders a
fee equal to 1% of the amount of the Existing Credit Agreement if the
Company does not reduce amounts outstanding under the Existing Credit
Agreement by $100.0 million before June 30, 2002. Under the Existing Credit
Agreement, as amended, it is an event of default if the Company does not
receive $10.0 million in cash equity in exchange for shares of the
Company's newly issued Common Stock or perpetual preferred stock
("Perpetual Preferred Stock") by June 30, 2002 or it does not apply such
amount, promptly after receiving it, as an optional pre-payment of the
revolving credit facility. The Company currently expects that it will
receive such a cash contribution from one of its affiliates unless the
Existing Credit Agreement is terminated or amended to remove this event of
default prior to June 30, 2002.
It is also an event of default under the amended Existing Credit
Agreement if the Company does not receive $37.7 million principal amount at
maturity of Existing Notes in exchange for shares of the Company's newly
issued Common Stock or Perpetual Preferred Stock on the earlier of two
business days after the settlement of the M&F Worldwide shareholder suit or
June 30, 2002 or cancel such Existing Notes promptly after receiving them.
The board of M&F Worldwide has approved the acquisition of $37.7 million
principal amount at maturity of the Existing Notes and has also agreed to
contribute these Existing Notes to the Company in exchange for shares of
the Company's Perpetual Preferred Stock. The board of the Company has
approved the issuance of shares of its Perpetual Preferred Stock in
exchange for the contribution of the Existing Notes.
During 2002, the Company is required to make principal payments under
its Existing Credit Agreement of $23.7 million.
In December 2001, M&F Worldwide contributed $24.5 million aggregate
principal amount at maturity of Existing Notes to the Company in exchange
for 1,381,690 shares of the Company's Series A Non-Cumulative Perpetual
Participating Preferred Stock. After giving effect to this contribution,
the Company has approximately $193.4 million principal amount at maturity
of its Existing Notes outstanding (exclusive of a step-up in basis of $3.8
million, less additional amortization of $0.7 million recorded in
connection with the M&F Purchase). The Company is not required to pay
interest on the outstanding Existing Notes until August 1, 2002.
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 Existing Credit Agreement and anticipated cash
flow from operating activities will be sufficient to meet its expected
operating, capital spending and debt service requirements at least through
December 31, 2002.
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. Accordingly, Panavision's
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.
The Company is currently in discussions to enter into a new credit
agreement (the "New Credit Agreement") to replace the Existing Credit
Agreement. In order to provide the Company with additional financial and
operating flexibility and to improve its overall capital structure, the
Company is undertaking a series of related transactions which are described
more fully below and are collectively referred to as the "Refinancing
Transactions." In addition to entering into a New Credit Agreement, the
Company intends to issue a new series of senior secured notes. The Company
intends to use the proceeds of the issuance of the new notes, together with
borrowings under the New Credit Agreement, to repay the Existing Credit
Agreement and purchase the Company's outstanding Existing Notes. As part of
the Refinancing Transactions, the Company also anticipates that M&F
Worldwide will contribute certain of the Existing Notes owned by affiliates
of Mafco Holdings in exchange for shares of the Company's Perpetual
Preferred Stock.
The Company currently expects the New Credit Agreement will provide
for aggregate borrowings of up to $180.0 million, of which up to $150.0
million is currently expected to be a term loan facility, and of which
$30.0 million is currently expected to be a revolving credit facility.
The Company also expects to retire all its outstanding Existing Notes
in the following series of transactions. M&F Worldwide has agreed to
contribute $37.7 million principal amount at maturity of Existing Notes to
the Company in exchange for shares of Perpetual Preferred Stock of the
Company. The Company has agreed to purchase $24.8 million principal amount
at maturity of Existing Notes held by its affiliates (including $11.4
million principal amount held by M&F Worldwide) at $400 per $1,000
principal amount. The Company has also obtained an option to purchase an
aggregate of $78.3 million principal amount of Existing Notes at $650 per
$1,000 principal amount at maturity from certain unaffiliated holders plus
a payment of $70 per $1,000 principal amount for the option which is
payable upon the earlier of our exercise of the option or its expiration.
Finally, the Company is commencing a tender offer and consent solicitation
in respect of any and all of the outstanding Existing Notes not purchased
in the foregoing transactions at $650 per $1,000 principal amount. In the
consent solicitation, the Company is seeking the approval of holders of the
Existing Notes to eliminate substantially all of the restrictive covenants
and certain default provisions from the indenture governing the Existing
Notes.
The Company currently expects that it will consummate the refinancing
transactions described above during the second quarter of 2002. However,
there can be no assurance that the Company will be able to consummate these
refinancing transactions, or any particular transaction, on the terms
described above or at all. In the event that the Company is unable to
consummate these refinancing transactions, it may be required to seek
additional sources of liquidity in order to meet its obligations under the
Existing Credit Agreement. For example, it could be required to: reduce or
delay capital expenditures; restructure its indebtedness; sell assets or
operations; issue equity; or seek capital contributions or loans from its
affiliates. There can be no assurance that the Company would be able to
take any of these actions, that these actions would enable it to continue
to satisfy its capital requirements or that these actions would be
permitted under the terms of its various debt instruments then in effect.
Seasonality
The Company's revenue and net income are subject to seasonal
fluctuations. In North America, episodic television programs cease filming
in the second quarter for several months, and typically resume production
in August. Feature film production activity typically reaches its peak in
the third and fourth quarters.
Impact of Inflation
The Company's results of operations and financial condition are
presented based upon historical cost. While it is difficult to measure
accurately the impact of inflation due to the imprecise nature of the
estimates required, the Company believes that the effects of inflation, if
any, on its results of operations and financial condition have been minor.
Market Risk
Panavision is exposed to market risk from changes in foreign currency
exchange rates and interest rates, which could affect its business, results
of operations and financial condition. The Company manages its exposure to
these market risks through its regular operating and financing activities.
As of December 31, 2001 and 2000, Panavision's primary net foreign
currency market exposures include the Euro, British pound, French franc,
Canadian dollar, Australian dollar and the New Zealand dollar. At the
present time, the Company does not generally hedge against foreign currency
fluctuation. Management does not foresee nor expect any significant changes
in foreign currency exposure in the near future.
As of December 31, 2001 and 2000, a 10% appreciation in foreign
currency exchange rates from the prevailing market rates would increase the
related net unrealized gain by $2.4 million and $2.7 million, respectively.
Conversely, a 10% depreciation in these currencies from the prevailing
market rates would decrease the related net unrealized gain by $2.6 million
and $3.0 million, as of December 31, 2001 and 2000, respectively.
The Company is exposed to changes in interest rates on its variable
rate debt. A hypothetical 10% increase in the interest rates applicable to
2001 and 2000 would have resulted in an increase to interest expense of
approximately $2.4 million and $3.1 million, respectively. Conversely, a
hypothetical 10% decrease in the interest rates applicable to 2001 and 2000
would have decreased interest expense by approximately $2.4 million and
$3.1 million, respectively. At December 31, 2001, the Company believes that
the carrying value of its amounts payable under the Existing Credit
Agreement approximate fair value based upon current yields for debt issues
of similar quality and terms.
The fair value of Panavision's fixed rate long-term debt is sensitive
to changes in interest rates. Based upon a hypothetical 10% increase in the
interest rate, assuming all other conditions affecting market risk remain
constant, the market value of the Company's fixed rate debt would decrease
approximately $1.9 million and $1.8 million at December 31, 2001 and 2000,
respectively. Conversely, a hypothetical 10% decrease in the interest rate,
assuming all other conditions affecting market risk remain constant, would
result in an increase in market value of approximately $1.9 million and
$1.8 million over the same period. Management does not foresee nor expect
any significant change in its exposure to interest rate fluctuations or in
how such exposure is managed in the future.
Panavision manages its fixed and floating rate debt with the objective
of achieving a mix that management believes is appropriate. To manage this
mix in a cost-effective manner, the Company, from time to time, has entered
into interest rate swap agreements, in which it agrees to exchange various
combinations of fixed and/or variable interest rates based upon agreed upon
notional amounts. Panavision had no interest rate swap agreements in effect
at December 31, 2001. Management does not foresee nor expect any
significant changes in its exposure to interest rate fluctuations or in how
such exposure is managed.
Forward-Looking Statements
This annual report on Form 10-K for the year ended December 31, 2001,
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 Private Securities Litigation Reform Act of 1995. The Company
cautions investors that 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, estimates of cost savings included in this Form
10-K are based on various assumptions that are subject to inherent
uncertainty and actual cost savings could vary from these estimates.In
addition, the Company encourages investors to read the summary of its
critical accounting policies included herein.
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; (e) significant increases in
interest rates; (f) lower-than-expected cash flows from operations; and (g)
the inability to secure capital contributions or loans from affiliates,
refinance its indebtedness or sell its equity securities. The Company
assumes no responsibility to update the forward-looking statements
contained in this filing.
Item 8. Financial Statements and Supplementary Data
An index to financial statements and required financial statement
schedules is set forth in Item 14(a).
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
None.
PART III
The information required by Items 10, 11, 12 and 13 are included in
the Company's 2002 definitive proxy statement under the captions "Directors
of the Company," "Executive Compensation," "Security Ownership of Certain
Beneficial Holders," and "Certain Relationships and Related Transactions."
Such information is incorporated herein by reference, pursuant to General
Instruction G (3).
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(1) & (2) The consolidated financial statements of this Annual Report on
Form 10-K can be found beginning on page F-1.
(a)(3) See below
(b) Reports on Form 8-K
During the fourth quarter of 2001, the Company did not file
any Current Reports on Form 8-K.
(c) Exhibits
3. Certificate of incorporation and By-Laws
3.1 Restated Certificate of Incorporation of the Company
(incorporated herein by reference to the identically numbered
exhibit from the Company's Current Report on Form 10-Q for
the quarter ended March 31, 1999 and filed with the
Securities and Exchange Commission on May 13, 1999).
3.2 Restated By-Laws of the Company (incorporated herein by
reference to the identically numbered exhibit from the
Company's Current Report on Form 10-Q for the quarter ended
March 31, 1999 and filed with the Securities and Exchange
Commission on May 13, 1999).
3.3 Certificate of Designations, Powers, Preferences and Rights
of Series A Non-Cumulative Perpetual Participating Preferred
Stock of Panavision Inc. (incorporated herein by reference to
Exhibit 13 to the Company's Form SC 13D/A filed on December
28, 2001).
4. Instruments defining the rights of security holders,
including indentures.
4.1 Indenture, dated as of February 11, 1998, between PX Escrow
and The Bank of New York, as Trustee, relating to the
Company's 95/8% Senior Subordinated Discount Notes Due 2006
(the "Indenture"). Incorporated herein by reference to the
identically numbered exhibit to the Company's Registration
Statement on Form S-1, Registration No. 333-59363 filed with
the Securities and Exchange Commission on October 8, 1998.
4.2 First Supplemental Indenture dated June 4, 1998, among PX
Escrow, the Company and the Trustee, amending the Indenture
(incorporated herein by reference to the identically numbered
exhibit to the Company's Registration Statement on Form S-1,
Registration No. 333-59363 filed with the Securities and
Exchange Commission on October 8, 1998).
4.3 Credit Agreement, dated June 4, 1998, among Panavision Inc.,
the several lenders named therein, Chase Securities Inc., as
Advisor and Arranger, and The Chase Manhattan Bank, as
Administrative Agent (incorporated herein by reference to the
identically numbered exhibit from the Company's Current
Report on Form 8-K dated June 4, 1998 and filed with the
Securities and Exchange Commission on June 19, 1998).
4.5 Registration Rights Agreement, dated as of June 5, 1998,
between Panavision Inc. and PX Holding Corporation
(incorporated herein by reference to the identically numbered
exhibit from the Company's Annual Report on Form 10-K for the
year ended December 31, 1998). This document was transferred
to M&F Worldwide Corp. on April 19, 2001. See exhibit 10.21
below.
4.6 First Amendment, dated as of September 30, 1998, to the
Credit Agreement among Panavision Inc., the several lenders
named therein, Chase Securities Inc., as Advisor and
Arranger, and The Chase Manhattan Bank, as Administrative
Agent (incorporated herein by reference to the identically
numbered exhibit from the Company's Annual Report on Form
10-K for the year ended December 31, 1998).
4.7 Second Amendment, dated as of June 30, 1999, to the Credit
Agreement among Panavision Inc., the several lenders named
therein, Chase Securities Inc., as Advisor and Arranger, and
The Chase Manhattan Bank, as Administrative Agent
(incorporated herein by reference to the identically numbered
exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1999).
Exhibit
Number Description
------- -----------
10. Material Contracts.
10.1 Panavision Inc. 1999 Stock Option Plan (incorporated herein
by reference from Annex A of the Company's 1999 Definitive
Proxy Statement dated March 31, 1999).
10.2 Panavision Inc. 1999 Executive Incentive Compensation Plan
(incorporated herein by reference from the Company's 1999
Definitive Proxy Statement dated March 31, 1999).
10.3 Employment Agreement, dated as of January 1, 1999, between
Panavision Inc. and John S. Farrand (incorporated herein by
reference to the identically numbered exhibit from the
Company's Annual Report on Form 10-K for the year ended
December 31, 1998).
10.4 Lease, dated June 13, 1995, between the Company and Trizec
Warner Inc. (incorporated herein by reference to the
identically numbered exhibit to the Company's Registration
Statement on Form S-1, Registration No. 333-12235).
10.15 Stock Purchase Agreement, dated as of February 1, 1999,
between PX Holding Corporation and Warburg, Pincus Capital
Company, L.P. (incorporated herein by reference to the
identically numbered exhibit from the Company's Annual Report
on Form 10-K for the year ended December 31, 1998).
10.16 Tax Sharing Agreement, dated as of February 1, 1999, between
Mafco Holdings Inc. and Panavision Inc. (incorporated herein
by reference to the identically numbered exhibit from the
Company's Annual Report on Form 10-K for the year ended
December 31, 1998).
10.17 Stock and Warrant Purchase Agreement dated July 26, 2000 by
and between Sony Electronics Inc. and Panavision Inc.
(incorporated herein by reference to the identically numbered
exhibit from the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000).
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. (incorporated herein by reference to the
identically numbered exhibit from the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000).
10.19 Panavision Inc. Stockholders Agreement dated July 26, 2000 by
and among Panavision Inc. and Sony Electronics Inc.
(incorporated herein by reference to the identically numbered
exhibit from the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000).
10.20 Registration Rights Agreement dated July 26, 2000 by and
between Panavision Inc. and Sony Electronics Inc.
(incorporated herein by reference to the identically numbered
exhibit from the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000).
10.21 Registration Rights Transfer Agreement, dated as of April 19,
2001, by and between PX Holding Corporation, Panavision Inc.
and M&F Worldwide Corp. (incorporated herein by reference to
the identically numbered exhibit from the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2001).
10.22 Tax Sharing Agreement, dated as of April 19, 2001, by and
amount Panavision Inc., certain of its subsidiaries and M&F
Worldwide Corp (incorporated herein by reference to the
identically numbered exhibit from the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2001).
10.23 M&F Worldwide Corp. Letter, dated as of April 19, 2001,
delivered by M&F Worldwide Corp. to Panavision Inc., together
with Mafco Letter Agreement, dated as of April 19, 2001, by
and between Mafco Holdings Inc. and M&F Worldwide Corp.
(incorporated herein by reference to the identically numbered
exhibit from the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2001).
10.24 Mafco Letter Agreement, dated as of December 21, 2001,
between Mafco Holdings Inc. and M&F Worldwide Corp.
(incorporated herein by reference to Exhibit 11 to the
Company's Form SC 13D/A filed on December 28, 2001).
10.25 M&F Worldwide Letter Amendment, dated as of December 21,
2001, delivered by M&F Worldwide Corp. to Panavision Inc.
(incorporated herein by reference to Exhibit 12 to the
Company's Form SC 13D/A filed on December 28, 2001).
10.26 Registration Rights Agreement Amendment Letter, dated as of
December 21, 2001, between Panavision Inc. and M&F Worldwide
Corp. (incorporated herein by reference to Exhibit 14 to the
Company's Form SC 13D/A filed on December 28, 2001).
10.27 Registration Rights Agreement Amendment Letter, dated as of
December 21, 2001, between PX Holding Corporation and M&F
Worldwide Corp.
10.28 Letter Agreement relating to the Mafco Disbursement, dated
December 21, 2001, between Mafco Holdings, Inc. and M&F
Worldwide Corp.
21. Subsidiaries.
21.1 Subsidiaries of the Company.
23. Consents
23.1 Consent of Ernst & Young LLP
24. Powers of Attorney.
24.1 Power of Attorney executed by Ronald O. Perelman.
24.2 Power of Attorney executed by Philip E. Beekman.
24.3 Power of Attorney executed by Donald G. Drapkin.
24.4 Power of Attorney executed by John S. Farrand.
24.5 Power of Attorney executed by Edward Grebow.
24.6 Power of Attorney executed by James R. Maher.
24.7 Power of Attorney executed by Martin D. Payson.
24.8 Power of Attorney executed by Kenneth Ziffren.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: March 29, 2001 By: /S/ JOHN S. FARRAND
--------------------------------------
John S. Farrand
President and Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* Chairman of the Board and Director March 29, 2002
----------------------------------------
Ronald O. Perelman
/S/ SCOTT L. SEYBOLD Executive Vice President and March 29, 2002
---------------------------------------- Chief Financial Officer
Scott L. Seybold
* Director March 29, 2002
----------------------------------------
Martin D. Payson
* Director March 29, 2002
----------------------------------------
Donald G. Drapkin
* Director March 29, 2002
----------------------------------------
James R. Maher
* Director March 29, 2002
----------------------------------------
Edward Grebow
* Director March 29, 2002
----------------------------------------
Kenneth Ziffren
* Director March 29, 2002
----------------------------------------
Philip E. Beekman
</TABLE>
*Scott L. Seybold, by signing his name hereto, does hereby execute
this Form 10-K on behalf of the directors of the Registrant indicated above
by asterisks, pursuant to powers of attorney duly executed by such
directors and filed as exhibits to the Form 10-K.
By: /S/ SCOTT L. SEYBOLD
---------------------------------------
Scott L. Seybold
Attorney-in-fact
<TABLE>
<CAPTION>
Index to Financial Statements
and Financial Statement ScheduleS
PAGE
----
<S> <C>
Report of Independent Auditors...............................................................................F-2
Consolidated Statements of Operations - Period from January 1, 2001 to
April 19, 2001 (Pre-M&F Purchase) and period from April 20, 2001 to
December 31, 2001 (Post-M&F Purchase) and Years Ended December 31, 2000 and
1999.........................................................................................................F-3
Consolidated Balance Sheets-December 31, 2001 and 2000.......................................................F-4
Consolidated Statements of Stockholders' Equity/(Deficiency)--Years Ended December 31, 2001, 2000 and 1999...F-5
Consolidated Statements of Cash Flows - Period from January 1, 2001 to
April 19, 2001 (Pre-M&F Purchase) and period from April 20, 2001 to
December 31, 2001 (Post-M&F Purchase) and Years Ended December 31, 2000 and
1999.........................................................................................................F-6
Notes to Consolidated Financial Statements...................................................................F-8
Financial Statement Schedules:
All schedules are included in the Notes to Consolidated Financial
Statements or are omitted because they are not required by the regulations
or related instructions or are not applicable.
</TABLE>
Report of Independent Auditors
The Board of Directors and Stockholders
Panavision Inc.
We have audited the accompanying consolidated balance sheets of Panavision
Inc. as of December 31, 2001 and 2000, and the related consolidated
statements of operations, stockholders' equity/(deficiency), and cash flows
for the period from January 1, 2001 to April 19, 2001 (Pre-M&F Purchase)
and the period from April 20, 2001 to December 31, 2001 (Post-M&F Purchase)
and for each of the two years in the period ended December 31, 2000. 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 audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Panavision
Inc. at December 31, 2001 and 2000, and the consolidated results of its
operations and its cash flows for the period from January 1, 2001 to April
19, 2001 (Pre-M&F Purchase) and the period from April 20, 2001 to December
31, 2001 (Post-M&F Purchase) and for each of the two years in the period
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States.
/s/ ERNST & YOUNG LLP
---------------------
Los Angeles, California
February 28, 2002, except for Note 7, as to which the date is March 28,
2002.
<TABLE>
<CAPTION>
Panavision Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts)
Post-M&F-Purchase Pre-M&F Purchase
------------------------------------
Period from Period from Pre-M&F Purchase
January 1 to April 20 to Year ended December 31,
April 19, 2001 December 31, 2001 2000 1999
----------------- ------------------- --------------- -------------
<S> <C> <C> <C> <C>
Camera rental............... $ 45,660 $ 78,978 $ 130,047 $ 130,808
Lighting rental............. 9,629 22,118 40,289 36,219
Sales and other............. 10,520 23,905 34,292 35,724
----------------- ------------------- --------------- -------------
Total rental revenue and 65,809 125,001 204,628 202,751
sales....................
Cost of camera rental....... 18,089 40,506 61,119 63,459
Cost of lighting rental..... 8,234 18,279 29,962 26,642
Cost of sales and other..... 5,681 13,610 19,214 20,507
----------------- ------------------- --------------- -------------
Gross margin................ 33,805 52,606 94,333 92,143
Selling, general and
administrative expenses.. 16,987 42,516 57,376 59,428
Research and development
expenses................. 1,841 3,136 6,163 6,103
----------------- ------------------- --------------- -------------
Operating income............ 14,977 6,954 30,794 26,612
Interest income............. 269 248 359 382
Interest expense............ (14,771) (27,876) (48,614) (42,667)
Foreign exchange gain (loss) (748) 216 (2,195) (782)
Other, net.................. 796 422 892 2,217
----------------- ------------------- --------------- -------------
Income (loss) before income
taxes.................... 523 (20,036) (18,764) (14,238)
Income tax benefit (1,011) 6,511 (4,881) (1,800)
----------------- ------------------- --------------- -------------
(provision)..............
Net loss.................... $ (488) $ (13,525) $ (23,645) $ (16,038)
================= =================== =============== =============
Net loss per share - basic
and diluted.............. $ (0.06) $ (1.54) $ (2.83) $ (1.99)
================= =================== =============== =============
Shares used in computation
- basic and diluted...... 8,770 8,770 8,366 8,056
See accompanying notes.
</TABLE>
<TABLE>
<CAPTION>
Panavision Inc.
Consolidated Balance Sheets
(In thousands)
Post-M&F Purchase Pre-M&F Purchase
-------------------------------------------
December 31,
2001 2000
-------------------------------------------
ASSETS
Current assets:
<S> <C> <C>
Cash and cash equivalents............................................. $ 2,048 $ 4,981
Accounts receivable (net of allowance of $1,414 in 2001
and $1,907 in 2000)........................................... 23,735 32,330
Inventories........................................................... 10,136 10,160
Prepaid expenses...................................................... 2,919 2,632
Other current assets.................................................. 903 1,106
---------------- -----------------
Total current assets..................................................... 39,741 51,209
Property, plant and equipment, net....................................... 233,678 204,194
Goodwill, net ........................................................... 248,125 10,486
Patents and trademarks, net ............................................. 66,662 1,263
Other ................................................................... 13,010 17,560
---------------- -----------------
Total assets............................................................. $ 601,216 $ 284,712
================ =================
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIENCY)
Current liabilities:
Accounts payable...................................................... $ 8,301 $ 7,503
Accrued liabilities................................................... 16,512 24,930
Due to affiliates .................................................... 1,705 -
Current maturities of long-term debt.................................. 23,680 17,700
---------------- -----------------
Total current liabilities................................................ 50,198 50,133
Long-term debt........................................................... 448,623 477,425
Deferred tax liabilities................................................. 24,406 4,923
Other liabilities........................................................ 2,664 2,533
Commitments and contingencies
Stockholders' equity/(deficiency):
Series A Non-Cumulative Perpetual Participating Preferred Stock, $0.01
par value; 2,000 shares authorized; 1,382 shares issued and outstanding
at December 31, 2001 (liquidation preference of $1,382 plus declared
and unpaid dividends)............................................... 14 -
Common Stock, $0.01 par value; 50,000 shares authorized;
8,770 shares issued and outstanding at December 31, 2001 and 2000... 88 88
Additional paid-in capital............................................ 187,151 177,887
Revaluation capital................................................... 333,135 -
Accumulated deficit................................................... (432,960) (418,947)
Accumulated other comprehensive loss.................................. (12,103) (9,330)
---------------- -----------------
Total stockholders' equity/(deficiency)............................. 75,325 (250,302)
---------------- -----------------
Total liabilities and stockholders' equity/(deficiency).................. $ 601,216 $ 284,712
================ =================
</TABLE>
See accompanying notes
<TABLE>
<CAPTION>
Panavision Inc.
Consolidated Statements of Stockholders' Equity/(Deficiency)
(In thousands)
Preferred Stock Common Stock
------------------------------------------------------------
Shares Issued Shares Issued Additional
and And Paid-in
Outstanding Amount Outstanding Amount Capital
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1999...................... - $ - 8,056 $ 81 $ 168,032
Comprehensive loss:
Net loss.................................. - - - - -
Foreign currency translation
adjustment.............................. - - - - -
Comprehensive loss...........................
---------------------------------------------------------------------------
Balance at December 31, 1999................. - - 8,056 81 168,032
Comprehensive loss:
Net loss.................................. - - - - -
Foreign currency translation
adjustment.............................. - - - - -
Comprehensive loss...........................
Stock option compensation.................... - - - - 117
Net proceeds from the issuance of
shares ................................... - - 714 7 9,738
---------------------------------------------------------------------------
Balance at December 31, 2000.................... - - 8,770 88 177,887
Comprehensive loss:
Net loss (Pre-M&F Purchase)............... - - - - -
Net loss (Post-M&F Purchase).............. - - - - -
Foreign currency translation
adjustment.............................. - - - - -
Comprehensive loss........................... - - - - -
Issuance of Series A Non-Cumulative Perpetual
Participating Preferred
Stock..................................... 1,382 14 - - 9,264
Revaluation capital......................... - - - - -
---------------------------------------------------------------------------
Balance at December 31, 2001.................... 1,382 $ 14 8,770 $ 88 $ 187,151
===========================================================================
</TABLE>
(Chart Continued)
<TABLE>
<CAPTION>
Accumulated
Other Stockholders'
Revaluation Accumulated Comprehensive Equity/
Capital Deficit Loss (Deficiency)
------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at January 1, 1999...................... $ - $ (379,264) $ (2,614) $ (213,765)
Comprehensive loss:
Net loss.................................. - (16,038) - (16,038)
Foreign currency translation
adjustment.............................. - - (1,437) (1,437)
------------------
Comprehensive loss........................... (17,475)
------------------------------------------------==================
Balance at December 31, 1999................. - (395,302) (4,051) (231,240)
Comprehensive loss:
Net loss.................................. - (23,645) - (23,645)
Foreign currency translation
adjustment.............................. - - (5,279) (5,279)
------------------
Comprehensive loss........................... (28,924)
==================
Stock option compensation.................... - - - 117
Net proceeds from the issuance of
shares ................................... - - - 9,745
------------------------------------------------------------------
Balance at December 31, 2000.................... - (418,947) (9,330) (250,302)
Comprehensive loss:
Net loss (Pre-M&F Purchase)............... - (488) - (488)
Net loss (Post-M&F Purchase).............. - (13,525) - (13,525)
Foreign currency translation
adjustment.............................. - - (2,773) (2,773)
------------------
Comprehensive loss........................... - - - (16,786)
==================
Issuance of Series A Non-Cumulative Perpetual
Participating Preferred
Stock..................................... - - - 9,278
Revaluation capital......................... 333,135 - - 333,135
------------------------------------------------------------------
Balance at December 31, 2001.................... $ 333,135 $ (432,960) $ (12,103) $ 75,325
==================================================================
See accompanying notes
</TABLE>
<TABLE>
<CAPTION>
Panavision Inc.
Consolidated Statements of Cash Flows
(In thousands)
Year Ended December 31, 2001
Pre-M&F Purchase Post-M&F Purchase
Period from Period from Pre-M&F Purchase
----------------
January 1 to April 20 to Year ended December 31,
April 19, 2001 December 31, 2001 2000 1999
-------------- ----------------- --------------------------
Operating activities
<S> <C> <C> <C> <C>
Net loss..................................... $ (488) $ (13,525) $ (23,645) $ (16,038)
Adjustments to derive net cash provided by
operating activities:
Depreciation and amortization........... 11,518 36,412 37,926 36,940
Gain on sale of property and equipment.. (798) (550) (1,196) (2,181)
Amortization of discount on
subordinated notes.................... 5,707 13,632 17,659 16,074
Deferred income tax benefit............. - (10,070) (45) 2,854
Changes in operating assets and
liabilities:
Accounts receivable................... (207) 8,802 (1,647) (1,967)
Inventories........................... 84 (60) 206 (718)
Prepaid expenses and other current
assets.............................. (411) 327 99 (280)
Accounts payable...................... (1,335) 2,133 (488) 521
Accrued liabilities................... (2,831) (3,882) 1,426 2,710
Other, net.............................. (14) (1,167) (5,543) (8,716)
------------- ------------- ------------- -------------
Net cash provided by operating activities.... 11,225 32,052 24,752 29,199
Investing activities
Capital expenditures......................... (10,462) (16,145) (30,746) (35,656)
Proceeds from dispositions of fixed assets... 780 820 1,768 3,324
------------- ------------- ------------- -------------
Net cash used in investing activities........ (9,682) (15,325) (28,978) (32,332)
Financing activities
Borrowings under notes payable and credit
agreement................................. 6,700 7,200 30,500 11,500
Repayments of notes payable and credit
agreement................................. (7,331) (27,592) (36,212) (12,814)
Issuance of shares to Sony (net of
transaction costs)........................ - - 9,745 -
------------- ------------- ------------- -------------
Net cash (used in) provided by financing
activities................................ (631) (20,392) 4,033 (1,314)
Effect of exchange rate changes on cash...... (249) 69 (243) 92
------------- ------------- ------------- -------------
Net increase (decrease) in cash and cash
equivalents............................... 663 (3,596) (436) (4,355)
Cash and cash equivalents at beginning of
period.................................... 4,981 5,644 5,417 9,772
------------- ------------- ------------- -------------
Cash and cash equivalents at end of period... $ 5,644 $ 2,048 $ 4,981 $ 5,417
============== ============= ============= =============
See accompanying notes
</TABLE>
<TABLE>
<CAPTION>
Panavision Inc.
Consolidated Statements of Cash Flows
(In thousands, except share data)
Year Ended December 31, 2001
Pre-M&F Purchase Post-M&F Purchase
Period from Period from Pre-M&F Purchase
----------------
January 1 to April 20 to Year ended December 31,
April 19, 2001 December 31, 2001 2000 1999
-------------- -----------------
Supplemental cash flow information
<S> <C> <C> <C> <C>
Interest paid during the period.............. $ 9,184 $ 15,716 $ 30,867 $ 26,067
Income taxes paid during the period.......... $ 1,217 $ 2,911 $ 3,006 $ 2,702
Supplemental non-cash information
The following sets forth the changes in assets and liabilities resulting
from the purchase price allocation in connection with the M&F Increase
Purchase (see Note 2): (Decrease)
----------
Property, plant and equipment ................................. $ 40,783
Goodwill ...................................................... 260,006
Trademarks .................................................... 68,612
Other ......................................................... (2,838)
Long-term debt ................................................ 3,847
Deferred tax assets ........................................... 15,553
Deferred tax liabilities....................................... 45,134
In December 2001, the Company issued 1,381,690 shares of Series A
Non-Cumulative Perpetual Participating Preferred Stock in exchange for
$24.5 million principal amount of 95/8% Senior Subordinated Discount Notes
(see Note 2).
</TABLE>
See accompanying notes
Panavision Inc.
Notes to Consolidated Financial Statements
December 31, 2001
1. Summary of Significant Accounting Policies
Description of Business and Basis of Presentation
Panavision Inc. ("Panavision" or the "Company") is a leading designer,
manufacturer and supplier of high-precision camera systems, comprising
cameras, lenses and accessories, for the motion picture and television
industries. The Company rents its products through its owned-and-operated
facilities in North America, Europe, and the Asia Pacific region, as well
as through a worldwide agent network. In addition to manufacturing and
renting camera systems, the Company also rents lighting, lighting grip,
power distribution, generation and related transportation equipment and
sells lighting filters and other color correction and diffusion filters.
Panavision also operates EFILM, a digital laboratory (see Note 14).
The Company is a majority-owned subsidiary of M&F Worldwide Corp. ("M&F
Worldwide" or "Parent"), which, as a result of its acquisition of the
Company's Common Stock as described below, is a majority-owned indirect
subsidiary of Mafco Holdings Inc. ("Mafco Holdings"). All of the Company's
operations are conducted through its subsidiaries. As more fully described
in Note 2, on April 19, 2001, M&F Worldwide purchased approximately 83.5%
of the Company's outstanding Common Stock from PX Holding Corporation ("PX
Holding"), a wholly owned subsidiary of Mafco Holdings. M&F Worldwide
accounted for its acquisition of approximately 83.5% of the Company's
outstanding Common Stock as a purchase, and purchase accounting adjustments
have been pushed down to the Panavision financial statements for the period
subsequent to April 19, 2001 (designated "Post-M&F Purchase"). The
Panavision financial statements for the periods ended prior to April 19,
2001 were prepared using Panavision's historical basis of accounting and
are designated as "Pre-M&F Purchase." As a result, the Pre-M&F Purchase and
Post-M&F Purchase information is not comparable.
The 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 2001 presentation.
Translation of Foreign Currencies
The functional currency for the Company's foreign subsidiaries is the local
currency. All assets and liabilities denominated in foreign functional
currencies are translated into U.S. dollars at rates of exchange in effect
at the balance sheet date. Statement of operations items are translated at
the average rate of exchange prevailing during the period. Translation
gains and losses are recorded as a component of accumulated other
comprehensive loss in the Company's statement of stockholders'
equity/(deficiency). Gains and losses resulting from transactions in other
than functional currencies are reflected in operating results.
Cash Equivalents
The Company considers all highly liquid debt instruments purchased with
original maturity dates of three months or less and investments in money
market funds to be cash equivalents. The carrying amounts reported in the
balance sheets for cash and cash equivalents approximate fair value.
Inventories
Inventories are valued at the lower of cost or market value and are
determined principally under the first-in, first-out method.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Maintenance and repairs
are charged to expense as incurred. Additions, improvements and
replacements that extend asset life are capitalized.
Depreciation is provided on a straight-line basis over the estimated useful
lives of the assets. Leasehold improvements are amortized over the shorter
of the useful life of the related asset or the remaining lease term. Cost
and accumulated depreciation applicable to assets retired or otherwise
disposed of are eliminated from the accounts, and any gain or loss on such
disposition is reflected in operating results.
Depreciation is provided principally over the following useful lives:
Buildings and improvements......................... 10-30 years
Rental assets...................................... 3-20 years
Machinery and equipment............................ 3-10 years
Furniture and fixtures............................. 5-10 years
Depreciation expense amounted to $10.2 million, $25.0 million, $34.2
million and $34.0 million for the Pre-M&F Purchase period, the Post-M&F
Purchase period, 2000, and 1999, respectively.
Goodwill and Intangible Assets
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, "Business Combinations" ("SFAS
141"), and Statement of Financial Accounting Standards No. 142, "Goodwill
and Other Intangible Assets" ("SFAS 142"), effective for fiscal years
beginning after December 15, 2001. Under the new rules, goodwill and
intangible assets deemed to have indefinite lives will no longer be
amortized, but will be subject to annual impairment tests in accordance
with the Statements. Other intangible assets will continue to be amortized
over their estimated useful lives.
The Company will apply the new rules on accounting for goodwill and other
indefinite lived intangible assets beginning in the first quarter of 2002.
Application of the nonamortization provisions of SFAS 142 is expected to
result in a decrease in amortization expense of approximately $9.8 million
per year, which reflects total amortization expense recorded in the Pre-
and Post- M&F Purchase periods relating to goodwill and certain intangible
balances that are expected to be affected by the new rules. Management's
preliminary belief is that the fair value of its goodwill and certain
intangible assets with indefinite lives is in excess of carrying value.
However, the Company will perform detailed impairment tests of goodwill and
indefinite lived intangible assets as of January 1, 2002, to determine the
effect, if any, on the Company's financial position or results of
operations.
Goodwill recognized in business combinations accounted for as purchases is
being amortized through December 31, 2001, on a straight-line basis over
periods ranging from 4 to 30 years. As of December 31, 2001 and 2000,
goodwill was $248.1 million and $10.5 million, net of accumulated
amortization of $6.2 million and $2.6 million, respectively. Goodwill
amortization expense amounted to $0.3 million, $6.2 million, $1.2 million
and $0.9 million for the Pre-M&F Purchase period, the Post-M&F Purchase
period, 2000 and 1999, respectively. Goodwill is principally related to the
M&F Purchase (see Note 2).
Patents and trademarks are being amortized on a straight-line basis over
their estimated useful lives ranging from 5 to 12 years. Amortization
expense amounted to $0.2 million, $3.6 million, $0.3 million and $0.2
million for the Pre-M&F Purchase period, the Post-M&F Purchase period, 2000
and 1999, respectively. Accumulated amortization was $3.6 million and $6.1
million at December 31, 2001 and 2000, respectively. Trademarks related to
the M&F Purchase (see Note 2) are considered to have indefinite lives and,
accordingly, will no longer be amortized effective January 1, 2002.
Accounting for Long-Lived Assets
The Company assesses on an ongoing basis the recoverability of long-lived
tangible and intangible assets based on estimates of future undiscounted
cash flows compared to net book value. If the future undiscounted cash flow
estimates were less than net book value, net book value would then be
reduced to estimated fair value, which generally approximates discounted
cash flows. The Company also evaluates the amortization periods of assets
to determine whether events or circumstances warrant revised estimates of
useful lives. In August 2001, the Financial Accounting Standards Board
issued Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144
supercedes Statement of Financial Accounting Standards No. 121, but retains
the fundamental provisions relating to recognition and measurement of
impairment of long-lived assets. The Company does not expect the adoption
of SFAS 144 to have a material effect on the Company's consolidated
financial position, results of operations, or cash flows.
Income Taxes
Income taxes are accounted for using the liability method in accordance
with Statement of Financial Accounting Standard No. 109, "Accounting for
Income Taxes" ("SFAS 109") (see Note 6). Under this method, deferred tax
liabilities and assets are recognized for the expected future tax
consequences of temporary differences between the carrying amounts and the
tax bases of assets and liabilities. As of December 31, 2001, the Company's
accumulated foreign earnings were approximately $13.9 million. The Company
has provided deferred income taxes, including withholding taxes, on
undistributed Canadian earnings totaling approximately $5.6 million. All
other foreign earnings are permanently reinvested.
Financial Instruments
Most of the Company's customers are in the entertainment industry. The
Company performs ongoing credit evaluations of its customers and maintains
allowances for potential credit losses. The Company does not generally
require collateral. Actual losses and allowances have been within
management's expectations.
The carrying amounts for cash and cash equivalents, accounts receivable,
accounts payable, accrued liabilities and debt approximate fair value.
Revenue Recognition
Rental revenue is recognized over the related equipment rental period.
Sales revenue is recognized upon shipment. Returns and allowances, which
have not been significant, are provided for in the period of sale.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB 101") that, with its subsequent amendments, became effective in the
fourth quarter of 2000. The adoption of SAB 101 did not have a material
effect on the Company's financial position or results of operations.
Freight Costs
For the Pre-M&F Purchase period, the Post-M&F Purchase period, and the
years ended December 31, 2000 and 1999, freight costs amounted to $.5
million, $1.2 million, $2.3 million and $2.0 million, respectively, and are
included in selling, general and administrative expenses in the
accompanying consolidated statements of operations.
Comprehensive Loss
For the years ended December 31, 2001, 2000 and 1999, comprehensive loss
amounted to $(16,786,000), $(28,924,000) and $(17,475,000), respectively.
The difference between net loss and comprehensive loss relates to the
change in the Company's foreign currency translation adjustments.
Accounting for Derivative Instruments
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133, as amended by
SFAS 137, is effective for fiscal years beginning after June 15, 2000. SFAS
133 requires the Company to recognize all derivatives as either assets or
liabilities and measure those instruments at fair value. It further
provides criteria for derivative instruments to be designated as fair
value, cash flow and foreign currency hedges and establishes respective
accounting standards for reporting changes in the fair value of the
derivative instruments.
The Company adopted SFAS 133 on January 1, 2001, and is required to adjust
hedging instruments to fair value in its balance sheet and recognize the
offsetting gains or losses as adjustments to net income (loss) or other
comprehensive income (loss), as appropriate. The adoption of SFAS 133 did
not have a material impact on the Company's financial position or results
of operations.
Earnings Per Share
Basic earnings per share is based upon the weighted-average number of
common shares outstanding. Diluted earnings per share is based upon the
weighted-average number of common shares and dilutive potential common
shares outstanding. Potential common shares, consisting of outstanding
stock options and warrants are considered in the calculation under the
treasury stock method.
The following table sets forth the computation for basic and diluted
earnings per share (in thousands, except per share information):
<TABLE>
<CAPTION>
Pre-M&F Purchase Post-M&F Purchase
-------------------------------------------
Period from Period from April Pre-M&F Purchase
January 1 to April 20 to December 31, Year ended December 31,
19, 2001 2001 2000 1999
----------------- ----------------- --------------------------------
<S> <C> <C> <C> <C>
Numerator for basic and
diluted loss per share - net loss... $ (488) $ (13,525) $ (23,645) $ (16,038)
------------ -------------- ------------ -----------
Denominator:
Denominator for basic loss per
share- 8,770 8,770 8,366 8,056
weighted average shares.........
Effect of dilutive securities -
stock options and warrants...... - - - -
------------ -------------- ------------ -----------
Denominator for diluted loss per
share - adjusted weighted average
shares............................ 8,770 8,770 8,366 8,056
Basic loss per share.................... $ (0.06) $ (1.54) $ (2.83) $ (1.99)
============ ============== ============ ===========
Diluted loss per share................... $ (0.06) $ (1.54) $ (2.83) $ (1.99)
============ ============== ============ ===========
</TABLE>
For the Pre-M&F Purchase period and the Post-M&F Purchase period,
outstanding stock options and warrants to purchase 992,000 and 713,400
shares, respectively, were excluded from the calculation of diluted loss
per share as their effect would have been antidilutive. For the year ended
December 31, 2000, outstanding stock options and warrants to purchase
1,225,333 and 713,400 shares, respectively, were excluded from the
calculation of diluted loss per share as their effect would have been
antidilutive. For the year ended December 31, 1999, outstanding stock
options to purchase 1,162,000 shares were excluded from the calculation of
diluted loss per share as their effect would have been antidilutive.
Stock-Based Benefits
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123"), recommends that stock awards
granted subsequent to January 1, 1995 be recognized as compensation expense
based on their fair value at the date of grant. Alternatively, a company
may use Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" ("APB 25") and disclose the pro forma income amount
which would have resulted from recognizing such awards at their fair value.
The Company will continue to account for stock-based compensation expense
under APB 25 and make the required pro forma disclosures for compensation.
Investments
Investments of approximately $4,250,000 and $1,150,000 at December 31, 2001
and 2000, respectively, accounted for under the equity method, are included
in other assets in the accompanying consolidated balance sheets. The
Company's share of earnings of its equity investees of approximately
$256,000 and $42,000 in 2001 and 2000, respectively, is included in Other,
net in the accompanying consolidated statements of operations.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes, including the collectibility
of receivables and the realizability of assets such as fixed assets and
deferred taxes. Actual results could differ from such estimates.
2. Acquisition by M&F Worldwide Corp.
On April 19, 2001, M&F Worldwide and PX Holding announced that, pursuant to
a stock purchase agreement, M&F Worldwide had purchased all 7,320,225
shares (the "Shares") of the Company's Common Stock held by PX Holding (the
"M&F Purchase"). The Shares purchased constituted approximately 83.5% of
the Company's then outstanding Common Stock. As a result of the purchase,
PX Holding acquired control of M&F Worldwide.
The Company, PX Holding and M&F Worldwide entered into a letter agreement
(the "Registration Rights Agreement Transfer Letter"), dated as of April
19, 2001, confirming that upon acquisition of the Shares, M&F Worldwide or
its designated affiliate, PVI Acquisition Corp., will become a "Holder"
under the Registration Rights Agreement dated as of June 5, 1998, between
the Company and PX Holding (the "Registration Rights Agreement"), and that
all Shares will become "Registrable Securities" under such agreement.
In connection with the M&F Purchase, the carrying values of Panavision's
assets and liabilities were changed to reflect the fair values of the
assets and liabilities as of the acquisition date to the extent of M&F
Worldwide's 83.5% controlling interest. The remaining 16.5% is accounted
for at Panavision's historical basis.
As a result of the purchase price allocation for assets and liabilities
representing 83.5% of the totals, the following adjustments were recorded
as of the acquisition date to adjust the historical carrying values (in
thousands):
Increase
(Decrease)
----------
Property, plant and equipment .............................. $ 40,783
Goodwill ................................................... 260,006
Trademarks ................................................. 68,612
Other ...................................................... (2,838)
Long-term debt ............................................. 3,847
Deferred tax assets ........................................ 15,553
Deferred tax liabilities.................................... 45,134
The purchase price allocation is preliminary and is subject to adjustment
with respect to the fair value of $37.7 principal amount of 9 5/8% Senior
Subordinated Notes Due 2006 (the "Existing Notes"), due to uncertainty of
the outcome of a pending settlement relating to the M&F Purchase.
The following unaudited pro forma financial information gives effect to the
M&F Purchase as if it had occurred at the beginning of each of the
respective periods presented. The pro forma information includes certain
adjustments, primarily increased depreciation and amortization, decreased
interest expense and decreased income tax expense, and are not necessarily
indicative of what the results would have been had the acquisition occurred
at the beginning of each of the respective periods presented and do not
purport to project results of operations of the Company in any future
period (in thousands, except per share amounts).
(unaudited)
Twelve Months Ended,
December 31,
-----------------------------------
2001 2000
--------------- ---------------
Revenue $ 190,810 $ 204,628
Gross margin 83,075 90,255
Operating income 17,042 16,752
Net loss (16,715) (24,814)
Net loss per share -
basic and diluted $ (1.91) $ (2.97)
At the closing of the M&F Purchase, Ronald O. Perelman, Mafco Holdings'
sole shareholder, delivered a letter to M&F Worldwide in which Mr. Perelman
agreed that, if M&F Worldwide determines in its good faith reasonable
judgment that Panavision is unable to make required payments of principal
or interest under its Existing Credit Agreement (see Note 7) or its
Existing Notes, he or corporations under his control will provide such
financial support to M&F Worldwide as may be required by Panavision in
connection with such payments of principal and interest. The financial
support from Mr. Perelman will be in such amount as M&F Worldwide
determines. However, there can be no assurance that M&F Worldwide will make
such determination or if such determination is made, whether such
determination will be adequate and timely in order to meet the Company's
needs, if such needs arise. Any investment by M&F Worldwide in Panavision,
of proceeds M&F Worldwide receives from Mr. Perelman, would be on terms to
be agreed between M&F Worldwide and Panavision.
In satisfaction of the obligation of M&F Worldwide under another agreement
entered into contemporaneously with the closing of the M&F Purchase, Mafco
Holdings and M&F Worldwide entered into a letter agreement, and M&F
Worldwide and the Company entered into a letter agreement, both dated as of
December 21, 2001, pursuant to which M&F Worldwide purchased from PX
Holding $22.0 million principal amount of Existing Notes for an aggregate
purchase price of $8.14 million, and M&F Worldwide delivered to the Company
an aggregate of $24.5 million principal amount of Existing Notes in
exchange for 1,381,690 shares (the "Exchanged Shares") of Series A
Non-Cumulative Perpetual Participating Preferred Stock, par value $0.01 per
share, of the Company. The Exchanged Shares were issued at a value of
approximately $9.3 million, which represents M&F Worldwide's cost to
purchase the Existing Notes delivered to the Company. Because M&F Worldwide
delivered the Existing Notes to the Company in satisfaction of obligations
under an agreement entered into concurrent with the M&F Purchase, the
difference between M&F Worldwide's cost and the Company's book value of the
Existing Notes was recorded as a reduction of goodwill.
The Company and M&F Worldwide entered into a letter agreement (the
"Registration Rights Agreement Amendment Letter"), dated as of December 21,
2001, pursuant to which the Company and M&F Worldwide agreed to amend the
Registration Rights Agreement to, among other things, include the Exchanged
Shares within the definition of "Registrable Securities."
Shareholders of M&F Worldwide brought suits against M&F Worldwide and its
directors challenging the M&F Purchase as an alleged breach of fiduciary
duty and seeking, among other things, rescission of the transaction. One of
the shareholders has dismissed his lawsuit pursuant to a settlement. The
Company understands that the defendants and certain of the plaintiffs to
the remaining litigation have reached a settlement of these claims that, if
approved by the court, will result in a full release by all M&F Worldwide
shareholders of the claims. The hearing on the request to approve the
settlement is currently scheduled for May 13, 2002.
3. Property, Plant and Equipment
<TABLE>
<CAPTION>
Property, plant and equipment consist of the following (in thousands):
December 31,
-------------------------------
2001 2000
--------------- ---------------
<S> <C> <C>
Land.......................................................... $ 41 $ 44
Buildings and improvements.................................... 12,289 17,206
Rental assets................................................. 229,254 366,198
Machinery and equipment....................................... 9,133 16,116
Furniture and fixtures........................................ 2,377 7,821
Other......................................................... 2,244 2,288
--------------- ---------------
255,338 409,673
Less accumulated depreciation and amortization................ 21,660 205,479
--------------- ---------------
$ 233,678 $ 204,194
=============== ===============
</TABLE>
As a result of the push down of the purchase price relating to the M&F
Purchase, accumulated depreciation and amortization was reset to zero.
Accordingly, approximately $211,000,000 of accumulated depreciation and
amortization was netted against gross property, plant and equipment
balances. In addition, the fair market value of rental assets was
determined to be approximately $40,783,000 greater than carrying value;
accordingly, the gross rental assets balance was increased by $40,783,000.
During 2001 and 2000, the Company recorded approximately $175,000 and
$300,000 of capitalized interest costs, respectively.
4. Inventories
<TABLE>
<CAPTION>
Inventories consist of the following (in thousands):
December 31,
-------------------------------
2001 2000
--------------- ---------------
<S> <C> <C>
Finished goods................................................ $ 2,242 $ 2,077
Work-in-process............................................... 162 108
Component parts............................................... 1,583 1,851
Spare parts and supplies...................................... 2,027 1,768
Other......................................................... 4,122 4,356
--------------- ---------------
$ 10,136 $ 10,160
=============== ===============
</TABLE>
5. Accrued Liabilities
<TABLE>
<CAPTION>
Accrued liabilities consist of the following (in thousands):
December 31,
---------------------------------
2001 2000
----------------- ---------------
<S> <C> <C>
Interest payable............................................ $ 1,249 $ 2,518
Professional fees........................................... 794 778
Taxes other than income taxes............................... 1,617 845
Payroll and related costs................................... 5,238 7,572
Rent ....................................................... 2,935 3,297
Accrued other............................................... 4,679 9,920
----------------- ---------------
$ 16,512 $ 24,930
================= ===============
</TABLE>
6. Income Taxes
Since the closing of the M&F Purchase on April 19, 2001, the Company, for
federal income tax purposes, has been included in the affiliated group of
which M&F Worldwide is the common parent, and the Company's federal taxable
income and loss will be included in such group's consolidated tax return
filed by M&F Worldwide. The Company also may be included in certain state
and local tax returns of M&F Worldwide or its subsidiaries. As of April 19,
2001, the Company and M&F Worldwide entered into a tax sharing agreement
(the "M&F Worldwide Tax Sharing Agreement"), pursuant to which the M&F
Worldwide has agreed to indemnify the Company against federal, state or
local income tax liabilities of the consolidated or combined group of which
M&F Worldwide (or a subsidiary of M&F Worldwide other than the Company or
its subsidiaries) is the common parent for taxable periods beginning after
April 19, 2001 during which the Company or a subsidiary of the Company is a
member of such group. Pursuant to the M&F Worldwide Tax Sharing Agreement,
for all taxable periods beginning after April 19, 2001, the Company will
pay to M&F Worldwide amounts equal to the taxes that the Company would
otherwise have to pay if it were to file separate federal, state or local
income tax returns (including any amounts determined to be due as a result
of a redetermination arising from an audit or otherwise of the consolidated
or combined tax liability relating to any such period which is attributable
to the Company), except that the Company will not be entitled to carry back
any losses to taxable periods ending prior to April 20, 2001. Since the
payments to be made under the M&F Worldwide Tax Sharing Agreement will be
determined by the amount of taxes that the Company would otherwise have to
pay if it were to file separate federal, state and local income tax
returns, the M&F Worldwide Tax Sharing Agreement will benefit M&F Worldwide
to the extent M&F Worldwide can offset the taxable income generated by the
Company against losses and tax credits generated by M&F Worldwide and its
other subsidiaries. To the extent that the Company has losses for tax
purposes, the M&F Worldwide Tax Sharing Agreement permits the Company to
carry those losses back to periods beginning on or after April 20, 2001 and
forward for so long as the Company is included in the affiliated group of
which M&F Worldwide is the common parent (in both cases, subject to
federal, state and local rules on limitation and expiration of net
operating losses) to reduce the amount of the payments the Company
otherwise would be required to make to M&F Worldwide in years in which it
has current income for tax purposes.
For the period from February 1, 1999 through April 19, 2001, the Company,
for federal income tax purposes, had been included in the affiliated group
of which Mafco Holdings was the common parent, and for such period the
Company's federal taxable income and loss had been included in such group's
consolidated tax return filed by Mafco Holdings. As of February 1, 1999,
the Company and certain of its subsidiaries and Mafco Holdings entered into
a tax sharing agreement (the "Mafco Holdings Tax Sharing Agreement")
containing terms and conditions substantially the same as those in the M&F
Worldwide Tax Sharing Agreement. The Mafco Holdings Tax Sharing Agreement
governed tax matters between the Company and Mafco Holdings for the period
from February 1, 1999 through April 19, 2001 and continues in effect as to
post Mafco Holdings consolidation matters such as audit adjustments and
indemnities.
Since the M&F Purchase constituted a deconsolidation event under the Mafco
Tax Sharing Agreement, federal and state net operating loss carryforwards
of approximately $31.8 million and $17.3 million, respectively, are no
longer available for use by the Company.
Subsequent to December 31, 2001, new tax legislation was enacted that will
allow for utilization of alternative minimum tax net operating losses to
fully offset alternative minimum taxable income for 2001 and 2002. The
impact relating to this new legislation, which will be recorded in the
first quarter of 2002, primarily results in accelerating utilization of
alternative minimum tax net operating losses.
The (provision) benefit for income taxes includes the following (in
thousands):
<TABLE>
<CAPTION>
Pre-M&F Purchase
--------------------------------------------- -----------------------------------------
Pre-M&F Purchase Post-M&F Purchase Year ended December 31,
--------------------------------------------- -----------------------------------------
Period from January 1 Period from April 20
to April 19, 2001 to December 31, 2001 2000 1999
--------------------------------------------- --------------------- ------------------
Current (provision) benefit:
<S> <C> <C> <C> <C>
Federal............................ $ (25) $ (645) $ - $ 470
State.............................. - (200) (100) -
Foreign............................ (986) (2,714) (4,736) (4,038)
-------- -------------- ------------ ------------
Total current provision............... (1,011) (3,559) (4,836) (3,568)
-------- -------------- ------------ ------------
Deferred (provision) benefit:
Federal............................ - 9,896 - -
State.............................. - 174 - -
Foreign............................ - - (45) 1,768
------- ------------- ------------ -----------
Total deferred (provision) benefit.... - 10,070 (45) 1,768
------- ------------- ------------ -----------
$ (1,011) $ 6,511 $ (4,881) $ (1,800)
============= ============= ============ ============
</TABLE>
For financial statement purposes, loss before income taxes includes the
following components (in thousands):
<TABLE>
<CAPTION>
Pre-M&F Purchase
--------------------------------------
Pre-M&F Purchase Post-M&F Purchase Year ended December 31,
-----------------------------------------------
Period from January 1 Period from April 20 to --------------------------------------
to April 19, 2001 December 31, 2001 2000 1999
----------------------------------------------- ------------------ -------------------
Income (loss) before income taxes:
<S> <C> <C> <C> <C>
Domestic......................... $ (22) $ (21,610) $ (23,034) $ (17,510)
Foreign.......................... 545 1,574 4,270 3,272
------- ------------- --------- -----------
$ 523 $ (20,036) $ (18,764) $ (14,238)
============ ============== ========== ============
</TABLE>
The difference between the income tax (provision) benefit and the amount
computed by applying the Federal statutory rate (35%) to loss before income
taxes is explained below (in thousands):
<TABLE>
<CAPTION>
Pre-M&F Purchase
-------------------------------------
Pre-M&F Purchase Post-M&F Purchase Year ended December 31,
----------------------------------------------- -------------------------------------
Period from January 1 Period from April 20 to 2000 1999
to April 19, 2001 December 31, 2001
----------------------------------------------- ----------------- -------------------
<S> <C> <C> <C> <C>
Tax at Federal statutory rate.......... $ (183) $ 7,013 $ 6,567 $ 5,055
State income tax provision............. - (26) (65) -
Decrease/(increase) in valuation - 3,762 (6,290) (3,355)
allowance............................
Non-deductible items .................. (19) (2,753) (603) (343)
Foreign income taxed at varying
rates including foreign losses for
which no benefit was received.......... (789) (2,169) (4,490) (2,398)
Other, net............................. (20) 684 - (759)
---------------- --------------- ------------ ----------
$ (1,011) $ 6,511 $ (4,881) $ (1,800)
================ =============== ============= ===========
</TABLE>
Significant components of the Company's deferred tax assets and liabilities
as of December 31, 2001 and 2000 are as follows (in thousands):
<TABLE>
<CAPTION>
December 31,
--------------------------------
2001 2000
--------------- ---------------
Deferred tax assets:
<S> <C> <C>
Debt original interest discount .............................. $ 13,644 $ -
Domestic net operating loss carryforwards..................... 16,392 34,923
Tax credit carryforwards (primarily alternative
minimum tax credits)........................................ 14,725 9,077
Expense accruals.............................................. 3,681 5,751
State income taxes and other.................................. 2,807 1,135
--------------- ---------------
Total deferred tax assets........................................ 51,249 50,886
Valuation allowance.............................................. (7,300) (30,057)
--------------- ---------------
Net deferred tax assets.......................................... 43,949 20,829
Deferred tax liabilities:
Fixed assets.................................................. (34,444) (22,340)
Unremitted foreign earnings................................... (3,069) (1,013)
Intangibles .................................................. (29,688) -
Other ........................................................ (1,154) (2,399)
--------------- ---------------
Total deferred tax liabilities................................... (68,355) (25,752)
--------------- ---------------
Net deferred tax liabilities..................................... (24,406) (4,923)
=============== ===============
Balance Sheet Classifications:
Non-current deferred tax liability............................. $ (24,406) $ (4,923)
--------------- ---------------
$ (24,406) $ (4,923)
</TABLE>
The valuation allowance decreased by $ 22,757,000 during the year ended
December 31, 2001. The net decrease is a result of the Company's ability to
utilize these deferred tax assets in future periods against additional
deferred tax liabilities that were created in connection with the M&F
Purchase. The valuation allowance increased by $6,290,000 during the year
ended December 31, 2000.
SFAS 109 provides for the recognition of deferred tax assets if realization
of such assets is more likely than not. Based upon the weight of available
evidence, which includes the uncertainty regarding the Company's ability to
utilize certain tax credits in the future, the Company has provided a
partial valuation allowance against its net domestic deferred tax assets.
As a result of the deconsolidation from the Mafco affiliated group as of
April 19, 2001, federal and state net operating loss carryforwards of
approximately $31.8 million and $17.3 million, respectively, are no longer
available for use by the Company. After the effect of the deconsolidation,
as of December 31, 2001, the Company has federal and state net operating
loss carryforwards of approximately $44.8 million and $7.9 million,
respectively. The net operating loss carryforwards will expire at various
dates beginning in 2009 through 2019, if not utilized.
At December 31, 2001, the Company also had federal alternative minimum tax
credit carryforwards of approximately $5.3 million, which may be used
indefinitely, foreign tax credit carryforwards of approximately $2.7
million, which will expire from 2002 to 2006, if not utilized, and research
and development credit carryforwards of $1.1 million, which will expire
from 2006 through 2020, if not utilized.
At December 31, 2001, the Company also had California alternative minimum
tax credit carryforwards of approximately $1.2 million and California
research and development credit carryforwards of approximately $925,000,
both of which may be carried forward indefinitely.
Utilization of the net operating loss and tax credit carryforwards may be
subject to a substantial annual limitation due to the ownership change
limitations provided by the Internal Revenue Code and similar state
provisions. The annual limitation may result in the expiration of a portion
of the net operating loss and tax credit carryforwards before utilization.
7. Long-Term Debt
Long-term debt, including current maturities, consists of the following (in
thousands):
<TABLE>
<CAPTION>
December 31,
-----------------------------------------------
2001 2000
--------------------- -----------------------
Existing Credit Agreement:
<S> <C> <C>
Revolving Facility......................... $ 79,000 $ 82,300
Term Facility.............................. 198,287 215,988
95/8% Senior Subordinated Discount Notes
Due 2006................................... 195,016 196,837
--------------------- -----------------------
Total long-term debt, including current maturities.. $ 472,303 $ 495,125
</TABLE>
The Existing Credit Agreement is comprised of two facilities, the Term
Facility and the Revolving Facility. The Term Facility has two tranches:
the Tranche A Term Facility is a 6-year facility in an aggregate principal
amount equal to $90.0 million and the Tranche B Term Facility is a 7-year
facility in an aggregate principal amount of $150.0 million. The Revolving
Facility is a 6-year facility in an aggregate principal amount of $100.0
million. The Tranche A Term Facility and the Tranche B Term Facility are
repayable in quarterly installments. Borrowings under the Existing Credit
Agreement bear interest at a rate per annum equal to the Alternate Base
Rate ("ABR") (as defined in the Existing Credit Agreement) or the
Eurodollar Rate (as defined in the Existing Credit Agreement) plus, in each
case, a margin that will be based on the performance of the Company at
agreed upon levels. The applicable margin at December 31, 2001 on loans
under the Revolving Facility and the Tranche A Term Facility was 2.75% for
Eurodollar Loans (as defined in the Existing Credit Agreement) (4.85% to
6.23% at December 31, 2001) and 1.75% for ABR Loans (as defined in the
Existing Credit Agreement). The applicable margin at December 31, 2001 on
loans under the Tranche B Term Facility was 3.00% for Eurodollar Loans
(4.91% to 5.10% at December 31, 2001) and 2.00% for ABR Loans. The Company
may select interest periods of one, two, three or six months for Eurodollar
Loans. If at any time the Company is in default in the payment of any
amount of principal due under the Existing Credit Agreement, such amount
will bear interest at 2.00% above the rate otherwise applicable. Overdue
interest, fees and other amounts will bear interest at 2.00% above the rate
applicable to ABR Loans.
The Company's obligations under the Existing Credit Agreement are secured
by substantially all of the Company's assets. The Existing Credit Agreement
requires that the Company meet certain financial tests and other
restrictive covenants including limitations on indebtedness, leverage ratio
levels, interest coverage ratio levels and restricts the Company from
declaring or paying dividends to its stockholders. As of December 31, 2001,
management believes that the Company was in compliance with all financial
covenants contained in the Existing Credit Agreement.
On March 15, 2002, the Company amended its Existing Credit Agreement to,
among other things, revise certain of the financial tests and required
ratios that the Company must maintain through December 31, 2002 (the "March
Amendment").
In connection with the March Amendment, the Company agreed with the lenders
under the Existing Credit Agreement to pay the lenders a fee equal to 1% of
the amount of the Existing Credit Agreement if the Company does not reduce
amounts outstanding under the Existing Credit Agreement by $100.0 million
before June 30, 2002. Under the Existing Credit Agreement, as amended, it
is an event of default if the Company does not receive $10.0 million in
cash equity in exchange for shares of the Company's newly issued Common
Stock or perpetual preferred stock ("Perpetual Preferred Stock") by June
30, 2002 or it does not apply such amount, promptly after receiving it, as
an optional pre-payment of the revolving credit facility. The Company
currently expects that it will receive such a cash contribution from one of
its affiliates unless the Existing Credit Agreement is terminated or
amended to remove this event of default prior to June 30, 2002.
It is also an event of default under the amended Existing Credit Agreement
if the Company does not receive $37.7 million principal amount at maturity
of Existing Notes in exchange for shares of the Company's newly issued
Common Stock or Perpetual Preferred Stock on the earlier of two business
days after the settlement of the M&F Worldwide shareholder suit or June 30,
2002 or cancel such Existing Notes promptly after receiving them. The board
of M&F Worldwide has approved the acquisition of $37.7 million principal
amount at maturity of the Existing Notes and has also agreed to contribute
these Existing Notes to the Company in exchange for shares of the Company's
Perpetual Preferred Stock. The board of the Company has approved the
issuance of shares of its Perpetual Preferred Stock in exchange for the
contribution of the Existing Notes.
The Existing Notes were issued at a discount representing a yield to
maturity of 95/8%. There are no periodic or interest payments through
February 1, 2002. Thereafter, they bear interest at a rate of 95/8% per
annum, payable semi-annually on February 1 and August 1 of each year,
commencing August 1, 2002.
As discussed in Note 2, in December 2001, M&F Worldwide delivered Existing
Notes with an aggregate principal amount of $24.5 million to the Company in
exchange for 1,381,690 shares of Series A Non-Cumulative Perpetual
Participating Preferred Stock. The remaining outstanding Existing Notes, at
December 31, 2001, have a principal amount at maturity of $193.4 million.
The following sets forth the aggregate principal maturities of the
Company's debt during the twelve-month periods ending December 31st (in
thousands):
2002................................................ $ 23,680
2003................................................ 42,815
2004................................................ 180,895
2005................................................ 29,898
2006................................................ 193,378
The aggregate principal amount for 2006 represents the fully accreted value
of the Existing Notes, exclusive of the effects of the step-up in basis in
connection with the M&F Purchase.
In order to provide the Company with additional financial and operating
flexibility and to improve its overall capital structure, the Company
intends to undertake a refinancing of its existing debt which the Company
expects to include a new credit agreement which the Company currently
expects will provide for a term loan of $150 million and a $30 million
revolving credit facility, an issuance of approximately $250 million of
secured securities and the retirement of a substantial amount of its
Existing Notes. The Company intends to use the proceeds of the issuance of
the new securities, together with borrowings under the new credit
agreement, to repay the Existing Credit Agreement and purchase or otherwise
retire the Company's outstanding Existing Notes.
The Company currently expects that it will consummate the refinancing
transactions described above during the second quarter of 2002. However,
there can be no assurance that the Company will be able to consummate these
refinancing transactions, or any particular transaction, on the terms
described above or at all. In the event that the Company is unable to
consummate these refinancing transactions, it may be required to seek
additional sources of liquidity in order to meet its obligations under the
Existing Credit Agreement.
8. Preferred Stock
As more fully described in Note 2, in December 2001 the Company issued
1,381,690 shares of Series A Non-Cumulative Perpetual Participating
Preferred Stock ("Preferred Stock"). The Preferred Stock is entitled to
non-cumulative dividends at a rate of $0.05 per share per annum payable, if
declared, quarterly on each March 31, June 30, September 30 and December
31. In addition, the Preferred Stock will also participate pro rata on a
share-for-share basis with the common stock, par value $0.01 per share, of
the Company ("Common Stock") with respect to any dividends declared or paid
on the Common Stock. The Company's Existing Credit Agreement restricts the
payment of dividends.
9. Stock Option Plan
During 1999, the Board of Directors adopted a stock option plan (the
"Plan") which is open to participation by directors, officers, consultants,
and other key employees of the Company or of its subsidiaries and certain
other key persons. The Plan provides for the issuance of incentive and
nonqualified stock options under the Internal Revenue Code. An aggregate of
1,500,000 shares of Panavision Common Stock are reserved for issuance under
the Plan. The options are granted for a term of ten years. If an incentive
stock option is granted to an individual owning more than 10% of the total
combined voting power of all stock, the exercise price of the option may
not be less than 110% of the fair market value of the underlying shares on
the date of grant and the term of the option may not exceed five years. The
Plan also provides that the aggregate fair market value (determined as of
the time the option is granted) of Panavision Common Stock with respect to
which incentive stock options are exercisable for the first time by an
optionee during any calendar year shall not exceed $100,000.
Option information with respect to the Company's stock option plan is as
follows:
<TABLE>
<CAPTION>
Exercise Price
----------------------------------------
WEIGHTED
SHARES RANGE AVG. PRICE
------------- ------------------- -----------------
<S> <C> <C> <C>
Options Outstanding at December 31, 1999 1,162,000 $ 10.00 $ 10.00
Options expired .................... (66,667) 10.00 10.00
Grants.............................. 130,000 7.50 7.50
------------- ------------------- -----------------
Options Outstanding at December 31, 2000 1,225,333 $10.00 - $7.50 $9.73
Options expired..................... (233,333) 10.00 10.00
------------- ------------------- -----------------
Options Outstanding at December 31, 2001 992,000 $10.00 - $7.50 $9.67
============= =================== =================
</TABLE>
The weighted-average remaining contractual life of options outstanding at
December 31, 2001 is 7.77 years.
Information regarding stock options exercisable is as follows:
<TABLE>
<CAPTION>
December 31,
------------------------------------------------------
2001 2000 1999
---------------- ---------------- -----------------
Options Exercisable:
<S> <C> <C> <C>
Number.............................. 948,667 1,138,667 155,000
Weighted average exercise price..... $9.77 $9.90 $10.00
</TABLE>
There were no options granted under the Plan in the Pre-M&F Purchase period
or in the Post-M&F Purchase period. If the Company recognized employee
stock option-related compensation expense in accordance with SFAS 123 and
used the Black-Scholes option valuation model for determining the weighted
average fair value of options granted, the Pre-M&F Purchase period and
Post-M&F Purchase period pro forma net loss and pro forma basic and diluted
loss per share would have been approximately $547,000 and $0.06 and
$13,587,000 and $1.55, respectively. The Company's 2000 pro forma net loss
and pro forma basic and diluted loss per share would have been
approximately $24,208,000 and $2.89, respectively. The Company's 1999 pro
forma net loss and pro forma basic and diluted loss per share would have
been approximately $17,048,000 and $2.12, respectively. For purposes of the
pro forma expense, the weighted average fair value of the options is
amortized over the vesting period. For 2000, the weighted average fair
value of options whose exercise price is less than the market price of the
stock on the date of grant is $4.97. For 2000 and 1999, the weighted
average fair value of options granted whose exercise price is more than the
market price of the stock on the grant date is $3.39 and $1.07,
respectively. The fair values are as of the respective grant dates and were
estimated using the following assumptions and the Black-Scholes option
valuation model:
<TABLE>
<CAPTION>
2001 2000 1999
------- ------ ------
<S> <C> <C> <C>
Risk-free interest rate............... N/A 6.53% 6.05%
Expected life......................... N/A 5 years 5 years
Expected volatility................... N/A 0.44 0.38
Expected dividend yield............... N/A 0.00% 0.00%
</TABLE>
Applying SFAS 123 in the pro forma disclosures may not be representative of
the effects on pro forma net income (loss) for future years as options vest
over several years and additional awards may be made each year.
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options. The Company's stock options
have characteristics significantly different from those of traded options
such as vesting restrictions and non-transferability of options. In
addition, the assumptions used in option valuation models are subjective,
particularly the expected stock price volatility for the underlying stock.
Because changes in these subjective input assumptions can materially affect
the fair value estimate, in management's opinion, the existing model does
not provide a reliable single measure of the fair value of its employee
stock options.
10. Employee Benefit Plans
The Company sponsors a defined contribution 401(k) plan covering a majority
of its domestic employees. Eligible employees may contribute from 1% to 16%
of their base compensation. The Company makes matching contributions equal
to 75% of employee before-tax contributions from 1% to 6%. For the Pre-M&F
Purchase period, the Post-M&F Purchase period, and the years ended December
31, 2000 and 1999, the Company recorded expense of $238,000, $579,000,
$893,000 and $818,000, respectively, related to the 401(k) plan.
In addition, the Company sponsors a defined contribution retirement plan,
which covers certain foreign employees. Participating employees contribute
from 4% to 15% of their base compensation. The Company contributes 10.5% to
13% of base compensation for participating employees depending upon their
level of contribution. For the Pre-M&F Purchase period, the Post-M&F
Purchase period, and the years ended December 31, 2000 and 1999, the
Company recorded expense of $248,000, $602,000, $1,158,000 and $1,099,000,
respectively, representing the Company's contributions.
11. Geographical Information
The Company has one operating segment, the rental of camera systems,
lighting systems and other equipment, and the sale of related products.
These activities are conducted in a number of geographic locations through
the Company's owned-and-operated facilities and its network of independent
agents. These geographic operations are organized in three regions: North
America, Europe and Asia Pacific. North America consists of camera rental
facilities in Woodland Hills, Hollywood, Dallas, Chicago, Orlando,
Wilmington and Toronto and Vancouver, Canada. In addition to camera rental,
Toronto also provides lighting, lighting grip and power distribution and
generation equipment. The Company also has a Lee Filters sales operation
located in Burbank, California and the EFILM digital laboratories in
Hollywood, California. Europe consists of camera rental facilities in
Dublin, Ireland, three in London and Manchester, England, Glasgow,
Scotland, and Marseilles and Paris, France. In addition, Europe also
includes the Lee Lighting and Lee Filters operations in the United Kingdom
and the lighting consumables sales facility in Paris, France. Asia Pacific
consists of camera rental facilities in Sydney, Brisbane, and Melbourne,
Australia, and Auckland and Wellington, New Zealand and an equipment case
manufacturer in Moss Vale, Australia. The rental facilities in Australia
also provide lighting, lighting grip and power distribution and generation
equipment.
The Company evaluates performance based on profit or loss from operations
before net interest, income taxes, depreciation and amortization
("EBITDA"). Management believes that EBITDA serves as an important
financial analysis tool for measuring financial information such as
operating performance, liquidity and leverage. However, EBITDA should not
be considered in isolation as a substitute for net income or cash flow from
operations prepared in accordance with accounting principles generally
accepted in the United States or as a measure of profitability or
liquidity.
The following table presents revenue and other financial information by
geographic region (in thousands):
<TABLE>
<CAPTION>
December 31, 2001
---------------------------------------------------------------------------
North Asia Unaudited
Pro
America Europe Pacific Corporate Total Forma (1)
----------- ------------ ----------- ------------ ------------ ------------
Revenue from
<S> <C> <C> <C> <C> <C> <C>
external customers........... $101,746 $66,881 $22,183 $ - $190,810 $ 190,810
Intersegment revenue........... 13,282 4,417 - - 17,699 17,699
Operating profit (loss)........ 26,033 (3,566) 3,469 (4,005) 21,931 17,042
Depreciation and amortization . 36,597 8,389 2,944 - 47,930 53,000
Capital expenditures........... 20,911 3,284 2,412 - 26,607 26,607
Long-lived assets ............. 463,014 79,590 12,079 6,792 561,475 561,475
Total assets................... 523,400 52,535 16,869 8,412 601,216 601,216
December 31, 2000
---------------------------------------------------------------------------
Unaudited
North Asia Pro
America Europe Pacific Corporate Total Forma (1)
---------------------------------------------------------------------------
Revenue from
external customers........... $103,988 $78,523 $22,117 $ - $ 204,628 $ 204,628
Intersegment revenue........... 13,611 4,696 - - 18,307 18,307
Operating profit (loss)........ 32,763 (582) 2,165 (3,552) 30,794 16,752
Depreciation and amortization.. 24,165 8,890 3,132 1,739 37,926 52,562
Capital expenditures........... 22,377 5,825 2,544 - 30,746 30,746
Long-lived assets ............. 172,499 39,186 13,862 7,956 233,503 576,362
Total assets................... 189,542 68,706 19,430 7,034 284,712 624,753
December 31, 1999
------------------------------------------------------------------
North Asia
America Europe Pacific Corporate Total
------------ ------------- ------------ ------------ -------------
Revenue from
external customers........... $101,620 $ 76,385 $ 24,746 $ $202,751
Intersegment revenue........... 13,029 4,080 - - 17,109
Operating profit (loss)........ 29,440 (1,842) 2,643 (3,629) 26,612
Depreciation and amortization.. 22,952 9,215 3,139 1,634 36,940
Capital expenditures........... 24,049 7,920 3,683 4 35,656
Long-lived assets.............. 169,083 45,306 17,307 9,559 241,255
Total assets................... 186,097 72,141 23,833 9,487 291,558
</TABLE>
(1) Reflects the impact of the M&F Purchase assuming that the transaction
had occurred at the beginning of each respective period. The pro forma
impact on depreciation and amortization relates to the step-up in
basis of assets in North America.
The accounting policies of the geographic regions are the same as those
described in Note 1.
12. Commitments and Contingencies
The Company leases real estate, equipment, and vehicles under
non-cancelable operating leases. Future minimum payments under
non-cancelable operating leases with initial or remaining terms of one year
or more are presented below (in thousands):
2002.................................................. $ 7,589
2003.................................................. 6,481
2004.................................................. 5,240
2005.................................................. 4,604
2006.................................................. 3,962
Thereafter............................................ 14,447
--------------
$ 42,323
==============
During the Pre-M&F Purchase period, the Post-M&F Purchase period and the
years ended December 31, 2000 and 1999, rental expense under operating
leases was $2,361,000, $5,733,000, $8,053,000 and $7,598,000, respectively.
In addition to the above operating leases, the Company has lease agreements
with Las Palmas Productions, Inc., a wholly-owned subsidiary of M&F
Worldwide. See Note 14 for information regarding such lease agreements.
As of December 31, 2001, the Company had various letters of credit
outstanding of approximately $637,000. In addition, the Company has various
lines of credit totaling approximately $1,276,000 at December 31, 2001, under
which no amounts were drawn.
The Company and its subsidiaries are defendants in actions for matters
arising out of normal business operations. The Company, based in part on
the advice of legal counsel, does not believe that any such proceedings
currently pending will have a materially adverse effect on its consolidated
financial position, results of operations, or cash flows.
13. Related Party Transactions
At December 31, 2001 and 2000, the Company recorded amounts payable to DHD
Ventures, LLC (see Note 15) of approximately $217,000 and $81,000,
respectively, relating to equipment rentals facilitated by Panavision on
behalf of DHD Ventures. Such amount is included as a reduction of accounts
receivable in the accompanying consolidated balance sheets.
Included in other assets at December 31, 2001 and 2000 is a note receivable
of approximately $325,000 due in 2003 from Pany Rental, Inc. (dba
Panavision New York), an agent in which the Company holds a one-third
interest.
In December 2001, the Company entered into a lease agreement with TFN
Lighting Corp. ("TFN"), a wholly owned subsidiary of Pany Rental, Inc. (dba
Panavision New York), whereby the Company leased to TFN certain of its
lighting and related equipment located in the United States. The lease term
commences on February 1, 2002 and continues for 45 months. Monthly rental
payments are due in specified amounts as outlined in the lease agreement.
At the end of the Option Term, as defined in the lease, TFN will have the
option to purchase the lighting and related equipment covered by the lease.
Due to affiliates is comprised of the following: (i) $530,000 due to M&F
Worldwide in connection with the M&F Tax Sharing Agreement (see Note 6);
and (ii) $1,175,000 due to Las Palmas Productions, Inc. relating to amounts
owed by the Company under the EFILM Agreements (see Note 14).
14. EFILM
On July 2, 2001, M&F Worldwide acquired all of the shares of Las Palmas
Productions, Inc. ("EFILM"). EFILM is an operator of digital laboratories,
serving the major studios, independent filmmakers, advertisers, animators,
large format filmmakers and restoration clients. EFILM services include
high-resolution scanning, laser film recording of digital video and high
definition images to film, and digital color timing. Panavision operates
the EFILM business pursuant to various employment, license and lease
agreements (together, the "EFILM Agreements") entered into between M&F
Worldwide and Panavision, whereby the assets and employees of EFILM were
leased to Panavision. In addition to monthly payments, the EFILM Agreements
require that Panavision pay M&F Worldwide a one-time cash payment equal to
the greater of (a) 90% of the average annual EBITDA (as defined in the
EFILM Agreements) of the EFILM business over a two-year Incentive Period
(as defined in the EFILM Agreements) or (b) $1.5 million, such payment to
occur no earlier than 2004 and no later than 2007. The Company is expensing
the $1.5 million minimum amount of this one-time cash payment over the
7-year term of the EFILM Agreements as additional lease expense. For 2001,
expenses relating to the EFILM Agreements of approximately $573,000 and
$29,000 have been included in cost of sales and other and selling, general
and administrative expenses, respectively, in the accompanying Consolidated
Statements of Operations.
Subsequent to December 31, 2001, M&F Worldwide agreed to sell to Panavision
all of the issued and outstanding shares of Las Palmas Productions, Inc.
Panavision has agreed to purchase these shares for approximately $6.7
million, subject to the consummation of a refinancing of its Existing
Credit Agreement.
15. DHD Ventures
In July 2000, the Company announced the establishment of a strategic
relationship with Sony Electronics Inc. ("Sony") to form DHD Ventures, LLC
("DHD Ventures"). The Company owns 51% of DHD Ventures but does not
exercise control. As a result, the Company's investment in DHD Ventures is
accounted for under the equity method. DHD Ventures, along with Panavision,
couples Sony's 24P CINEALTATM high definition digital camera with
Panavision's advanced PRIMO DIGITALTM lenses to form a state-of-the-art
digital camera system for use in the motion picture and television
industry. These camera systems are available for rent exclusively through
Panavision's domestic and international owned and operated facilities and
worldwide agent network.
In addition, Sony purchased, for an aggregate consideration of $10.0
million, 714,300 shares of Panavision Common Stock, representing
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. The warrants are fully
exercisable at any time through July 25, 2010.
16. Valuation and Qualifying Accounts and Reserves
The following is a summary of the valuation and qualifying accounts and
reserves for the Pre-M&F Purchase period, the Post-M&F Purchase period, and
the years ended December 31, 2000 and 1999 (in thousands):
<TABLE>
<CAPTION>
Beginning Amounts Balances
Balance Reserved Written Off Ending Balance
---------- ---------- ----------- --------------
Allowance for Doubtful Accounts
<S> <C> <C> <C> <C>
Pre-M&F Purchase period $ 1,907 $ 52 $ 196 $ 1,763
Post-M&F Purchase period $ 1,763 $ 132 $ 481 $ 1,414
December 31, 2000 $ 2,368 $ 440 $ 901 $ 1,907
December 31, 1999 $ 3,391 $ (67) $ 956 $ 2,368
</TABLE>
The following is a summary of unaudited quarterly results of operations (in
thousands, except per share data):
<TABLE>
<CAPTION>
Quarter
--------------------------------------------------------------
First Second Third Fourth
--------------- -------------- -------------- --------------
Year ended December 31, 2001
<S> <C> <C> <C> <C>
Total revenue............................. $ 53,812 $ 55,217 $ 37,961 $ 43,820
Gross margin.............................. 27,149 28,618 13,244 17,400
Net income (loss)......................... (1,352) 982 (8,222) (5,421)
Income (loss) per share - Basic and Diluted $ (0.15) $ 0.11 $ (0.94) $ (0.62)
=============== ============== ============== ==============
Year ended December 31, 2000
Total revenue............................. $ 48,206 $ 45,950 $ 54,185 $ 56,287
Gross margin.............................. 21,164 19,672 25,718 27,779
Net loss.................................. (8,105) (9,484) (3,777) (2,279)
Loss per share - Basic and Diluted........ $ (1.01) $ (1.17) $ (0.44) $ (0.26)
=============== ============== ============== ==============
</TABLE>
Exhibit index
3. Certificate of incorporation and By-Laws
3.1 Restated Certificate of Incorporation of the Company
(incorporated herein by reference to the identically numbered
exhibit from the Company's Current Report on Form 10-Q for
the quarter ended March 31, 1999 and filed with the
Securities and Exchange Commission on May 13, 1999).
3.2 Restated By-Laws of the Company (incorporated herein by
reference to the identically numbered exhibit from the
Company's Current Report on Form 10-Q for the quarter ended
March 31, 1999 and filed with the Securities and Exchange
Commission on May 13, 1999).
3.3 Certificate of Designations, Powers, Preferences and Rights
of Series A Non-Cumulative Perpetual Participating Preferred
Stock of Panavision Inc. (incorporated herein by reference to
Exhibit 13 to the Company's Form SC 13D/A filed on December
28, 2001)
4. Instruments defining the rights of security holders,
including indentures.
4.1 Indenture, dated as of February 11, 1998, between PX Escrow
and The Bank of New York, as Trustee, relating to the
Company's 95/8% Senior Subordinated Discount Notes Due 2006
(the "Indenture"). Incorporated herein by reference to the
identically numbered exhibit to the Company's Registration
Statement on Form S-1, Registration No. 333-59363 filed with
the Securities and Exchange Commission on October 8, 1998.
4.2 First Supplemental Indenture dated June 4, 1998, among PX
Escrow, the Company and the Trustee, amending the Indenture
(incorporated herein by reference to the identically numbered
exhibit to the Company's Registration Statement on Form S-1,
Registration No. 333-59363 filed with the Securities and
Exchange Commission on October 8, 1998).
4.4 Credit Agreement, dated June 4, 1998, among Panavision Inc.,
the several lenders named therein, Chase Securities Inc., as
Advisor and Arranger, and The Chase Manhattan Bank, as
Administrative Agent (incorporated herein by reference to the
identically numbered exhibit from the Company's Current
Report on Form 8-K dated June 4, 1998 and filed with the
Securities and Exchange Commission on June 19, 1998).
4.5 Registration Rights Agreement, dated as of June 5, 1998,
between Panavision Inc. and PX Holding Corporation
(incorporated herein by reference to the identically numbered
exhibit from the Company's Annual Report on Form 10-K for the
year ended December 31, 1998). This document was transferred
to M&F Worldwide Corp. on April 19, 2001. See exhibit 10.21
below.
4.6 First Amendment, dated as of September 30, 1998, to the
Credit Agreement among Panavision Inc., the several lenders
named therein, Chase Securities Inc., as Advisor and
Arranger, and The Chase Manhattan Bank, as Administrative
Agent (incorporated herein by reference to the identically
numbered exhibit from the Company's Annual Report on Form
10-K for the year ended December 31, 1998).
4.8 Second Amendment, dated as of June 30, 1999, to the Credit
Agreement among Panavision Inc., the several lenders named
therein, Chase Securities Inc., as Advisor and Arranger, and
The Chase Manhattan Bank, as Administrative Agent
(incorporated herein by reference to the identically numbered
exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 1999).
10. Material Contracts.
10.1 Panavision Inc. 1999 Stock Option Plan (incorporated herein
by reference from Annex A of the Company's 1999 Definitive
Proxy Statement dated March 31, 1999).
Exhibit
Number Description
------- -----------
10.2 Panavision Inc. 1999 Executive Incentive Compensation Plan
(incorporated herein by reference from the Company's 1999
Definitive Proxy Statement dated March 31, 1999).
10.3 Employment Agreement, dated as of January 1, 1999, between
Panavision Inc. and John S. Farrand (incorporated herein by
reference to the identically numbered exhibit from the
Company's Annual Report on Form 10-K for the year ended
December 31, 1998).
10.4 Lease, dated June 13, 1995, between the Company and Trizec
Warner Inc. (incorporated herein by reference to the
identically numbered exhibit to the Company's Registration
Statement on Form S-1, Registration No. 333-12235).
10.15 Stock Purchase Agreement, dated as of February 1, 1999,
between PX Holding Corporation and Warburg, Pincus Capital
Company, L.P. (incorporated herein by reference to the
identically numbered exhibit from the Company's Annual Report
on Form 10-K for the year ended December 31, 1998).
10.16 Tax Sharing Agreement, dated as of February 1, 1999, between
Mafco Holdings Inc. and Panavision Inc. (incorporated herein
by reference to the identically numbered exhibit from the
Company's Annual Report on Form 10-K for the year ended
December 31, 1998).
10.17 Stock and Warrant Purchase Agreement dated July 26, 2000 by
and between Sony Electronics Inc. and Panavision Inc.
(incorporated herein by reference to the identically numbered
exhibit from the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000).
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. (incorporated herein by reference to the
identically numbered exhibit from the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000).
10.19 Panavision Inc. Stockholders Agreement dated July 26, 2000 by
and among Panavision Inc. and Sony Electronics Inc.
(incorporated herein by reference to the identically numbered
exhibit from the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000).
10.20 Registration Rights Agreement dated July 26, 2000 by and
between Panavision Inc. and Sony Electronics Inc.
(incorporated herein by reference to the identically numbered
exhibit from the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000).
10.21 Registration Rights Transfer Agreement, dated as of April 19,
2001, by and between PX Holding Corporation, Panavision Inc.
and M&F Worldwide Corp. (incorporated herein by reference to
the identically numbered exhibit from the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2001).
10.22 Tax Sharing Agreement, dated as of April 19, 2001, by and
amount Panavision Inc., certain of its subsidiaries and M&F
Worldwide Corp (incorporated herein by reference to the
identically numbered exhibit from the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2001).
10.23 M&F Worldwide Corp. Letter, dated as of April 19, 2001,
delivered by M&F Worldwide Corp. to Panavision Inc., together
with Mafco Letter Agreement, dated as of April 19, 2001, by
and between Mafco Holdings Inc. and M&F Worldwide Corp.
(incorporated herein by reference to the identically numbered
exhibit from the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2001).
10.24 Mafco Letter Agreement, dated as of December 21, 2001,
between Mafco Holdings Inc. and M&F Worldwide Corp.
(incorporated herein by reference to Exhibit 11 to the
Company's Form SC 13D/A filed on December 28, 2001).
10.25 M&F Worldwide Letter Amendment, dated as of December 21,
2001, delivered by M&F Worldwide Corp. to Panavision Inc.
(incorporated herein by reference to Exhibit 12 to the
Company's Form SC 13D/A filed on December 28, 2001).
10.26 Registration Rights Agreement Amendment Letter, dated as of
December 21, 2001, between Panavision Inc. and M&F Worldwide
Corp. (incorporated herein by reference to Exhibit 14 to the
Company's Form SC 13D/A filed on December 28, 2001).
10.27 Registration Rights Agreement Amendment Letter, dated as of
December 21, 2001, between PX Holding Corporation and M&F
Worldwide Corp.
10.28 Letter Agreement relating to the Mafco Disbursement, dated
December 21, 2001, between Mafco Holdings, Inc. and M&F
Worldwide Corp.
21. Subsidiaries.
21.1 Subsidiaries of the Company.
23. Consents
23.1 Consent of Ernst & Young LLP
24. Powers of Attorney.
24.1 Power of Attorney executed by Ronald O. Perelman.
24.2 Power of Attorney executed by Philip E. Beekman.
24.3 Power of Attorney executed by Donald G. Drapkin.
24.4 Power of Attorney executed by John S. Farrand.
24.5 Power of Attorney executed by Edward Grebow.
24.6 Power of Attorney executed by James R. Maher.
24.7 Power of Attorney executed by Martin D. Payson.
24.8 Power of Attorney executed by Kenneth Ziffren.
EXHIBIT 10.27
M & F Worldwide Corp.
35 East 62nd Street
New York, New York 10021
December 21, 2001
PX Holding Corporation
35 East 62nd Street
New York, New York 10021
Gentlemen:
M & F Worldwide Corp., a Delaware corporation ("M & F Worldwide"),
is delivering this letter to PX Holding Corporation, a Delaware corporation
("PX Holding") and a wholly owned subsidiary of Mafco Holdings Inc., a
Delaware corporation ("Mafco"), in connection with the execution of a
letter agreement, dated as of the date hereof (the "Letter Agreement"), by
and between M & F Worldwide and Mafco. Pursuant to the Letter Agreement, PX
Holding is acquiring from M & F Worldwide 666,667 newly-issued shares of
Series B Non-Cumulative Perpetual Participating Preferred Stock, par value
$.01 per share (the "Series B Preferred Stock").
M & F Worldwide and PX Holding, intending to be legally bound,
hereby agree that the definition of "Registrable Securities" under the
registration rights agreement, dated as of April 19, 2001 (the
"Registration Rights Agreement"), by and between PX Holding and M & F
Worldwide, is hereby amended and restated as follows:
"Registrable Securities" means (a) any shares of Common
Stock issued in accordance with Section 1.1 of the Purchase
Agreement, (b) any shares of Preferred Stock issued in accordance
with Section 1.1 of the Purchase Agreement, (c) any additional
shares of Common Stock, Preferred Stock or other capital stock of
the Company which shall be issued to PX Holding, (d) any shares of
Common Stock, Preferred Stock or other capital stock of the
Company acquired by PX Holding on the open market at a time when
such party is deemed to be an "affiliate" (as such term is defined
under Rule 144 under the Securities Act) of the Company, and (e)
any securities issued or issuable in respect of the Common Stock,
Preferred Stock or other capital stock of the Company referred to
in clauses (a), (b), (c) and (d) above by way of conversion,
exercise or exchange or any stock dividend or stock split or in
connection with a combination of shares, recapitalization,
reclassification, merger or consolidation, and any other
securities issued pursuant to any other pro rata distribution with
respect to such Common Stock, Preferred Stock or other capital
stock of the Company. For purposes of this Agreement, a
Registrable Security ceases to be a Registrable Security when (x)
it has been effectively registered under the Securities Act and
sold or distributed to the public in accordance with an effective
registration statement covering it (and has not been reacquired in
the manner described in clause (d) above), or (y) it is sold or
distributed to the public pursuant to Rule 144 (or any successor
or similar provision) under the Securities Act.
M & F Worldwide's and PX Holding's agreements and undertakings
hereunder are for the sole benefit of PX Holding and shall not create third
party beneficiary rights on behalf of any other person or entity.
If you are in agreement with the foregoing, please so indicate by
signing the enclosed duplicate copy of this letter.
Very truly yours,
M & F WORLDWIDE CORP.
By:
-----------------------------------------
Name: Howard Gittis
Title: Chairman of the Board of Directors,
President and Chief Executive Officer
ACCEPTED AND AGREED TO:
PX HOLDING CORPORATION
By:
---------------------------------
Name: Todd J. Slotkin
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT 10.28
Mafco Holdings Inc.
35 East 62nd Street
New York, New York 10021
December 21, 2001
M & F Worldwide Corp.
35 East 62nd Street
New York, New York 10021
Gentlemen:
Pursuant to the letter agreement, dated April 19, 2001
(the "Mafco Letter Agreement"), between Mafco and M & F Worldwide, Mafco or
a wholly owned subsidiary of Mafco will provide to M & F Worldwide the
Mafco Disbursement in exchange for 666,667 newly-issued shares of Series B
Non-Cumulative Perpetual Participating Preferred Stock, par value $.01 per
share (the "Series B Preferred Stock").
M & F Worldwide represents and warrants that such Series
B Preferred Stock has been duly authorized by all necessary corporate
action on the part of the M & F Worldwide and, upon receipt by M & F
Worldwide of the Mafco Disbursement, will be validly issued, fully paid and
nonassessable, free and clear of all Encumbrances whatsoever, except for
any Encumbrances arising under the Securities Act of 1933 or state
securities laws. As used in this letter agreement, the term "Encumbrances"
shall mean any and all liens, charges, security interests, options, claims,
mortgages, pledges, or agreements, obligations, understandings or
arrangements or other restrictions on title or transfer of any nature
whatsoever. The issuance of such shares is not subject to preemptive or
subscription rights of any stockholder of M & F Worldwide.
Upon delivery of the Mafco Disbursement and such Series B
Preferred Stock, Mafco and M & F Worldwide shall execute and deliver a
cross receipt in the form attached hereto as Exhibit A.
Capitalized terms used but not defined herein shall have
the meanings given to them in the Mafco Letter Agreement.
If you are in agreement with the foregoing, please so
indicate by signing the enclosed duplicate copy of this letter.
Very truly yours,
MAFCO HOLDINGS INC.
By: ___________________________
Name:
Title:
ACKNOWLEDGED AND ACCEPTED BY:
M & F WORLDWIDE CORP.
By: ___________________________
Name: Howard Gittis
Title: Chairman of the Board of
Directors, President and Chief
Executive Officer
Exhibit A
---------
CROSS RECEIPT
M & F Worldwide hereby acknowledges delivery of the Mafco Disbursement in
satisfaction of Mafco's obligations under the Mafco Letter Agreement.
M & F WORLDWIDE CORP.
By: ___________________________
Name: Howard Gittis
Title: Chairman of the Board of
Directors, President and Chief
Executive Officer
Mafco hereby acknowledges delivery of 666,667 shares of Series B
Non-Cumulative Perpetual Participating Preferred Stock in satisfaction of M
& F Worldwide's obligations under the Mafco Letter Agreement.
MAFCO HOLDINGS INC.
By: ___________________________
Name:
Title:
<TABLE>
<CAPTION>
Exhibit 21.1
Subsidiaries of the Company
---------------------------
Name: Jurisdiction of Formation Doing Business As:
----- ------------------------- ------------------
<S> <C> <C>
Panapage Co. LLC Delaware Panavision
Panavision Chicago
Panavision Dallas
Panapage One LLC Delaware
Panapage Two LLC Delaware
Panavision International L.P. Delaware Panavision;
Panavision Hollywood;
Panavision Chicago;
Panavision Dallas;
Panavision Florida;
Panavision Wilmington;
Lee Filters
Panavision Remote Systems Inc. California
Panavision U.K. Holdings, Inc. Delaware
Panavision (1998) Limited New Zealand
Panavision New Zealand Limited New Zealand Panavision New Zealand
Panavision Europe Limited United Kingdom Panavision U.K.;
Panavision Ireland;
Panavision France;
Panavision Alga;
Panavision Australia;
Lee Filters
Panavision Canada Holdings, Inc. Ontario, Canada
Panavision Canada Corp. Ontario, Canada Panavision Canada
Lee Filters Limited United Kingdom
Camera Bellows Limited United Kingdom
Panavision Poland Ltd. United Kingdom
Joe Dunton Cameras Limited United Kingdom
Lee Lighting Ltd. United Kingdom Lee Lighting
</TABLE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-88921) pertaining to the Panavision Inc. Stock Option
Plan of our report dated February 28, 2002, (except for Note 7, as to which
the date is March 28, 2002) with respect to the consolidated financial
statements of Panavision Inc. included in the Annual Report (Form 10-K) for
the year ended December 31, 2001.
/s/ ERNST & YOUNG LLP
Los Angeles, California
March 28, 2002
EXHIBIT 24.1
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of Scott L. Seybold and Barry F.
Schwartz or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, in connection with
the PANAVISION INC. (the "Corporation") Annual Report on Form 10-K for the
year ended December 31, 2001 under the Securities Exchange Act of 1934, as
amended, including, without limiting the generality of the foregoing, to
sign the Form 10-K in the name and on behalf of the Corporation or on
behalf of the undersigned as a director or officer of the Corporation, and
any amendments to the Form 10-K and any instrument, contract, document or
other writing, of or in connection with the Form 10-K or amendments
thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, including this power of attorney, with
the Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these
presents this 26th day of March, 2002.
/S/RONALD O. PERELMAN
----------------------
Ronald O. Perelman
EXHIBIT 24.2
POWER OF ATTORNEY
-----------------
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of Scott L. Seybold and Barry F.
Schwartz or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, in connection with
the PANAVISION INC. (the "Corporation") Annual Report on Form 10-K for the
year ended December 31, 2001 under the Securities Exchange Act of 1934, as
amended, including, without limiting the generality of the foregoing, to
sign the Form 10-K in the name and on behalf of the Corporation or on
behalf of the undersigned as a director or officer of the Corporation, and
any amendments to the Form 10-K and any instrument, contract, document or
other writing, of or in connection with the Form 10-K or amendments
thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, including this power of attorney, with
the Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these
presents this 26th day of March, 2002.
/S/ PHILIP E. BEEKMAN
--------------------------
Philip E. Beekman
EXHIBIT 24.3
POWER OF ATTORNEY
-----------------
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of Scott L. Seybold and Barry F.
Schwartz or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, in connection with
the PANAVISION INC. (the "Corporation") Annual Report on Form 10-K for the
year ended December 31, 2001 under the Securities Exchange Act of 1934, as
amended, including, without limiting the generality of the foregoing, to
sign the Form 10-K in the name and on behalf of the Corporation or on
behalf of the undersigned as a director or officer of the Corporation, and
any amendments to the Form 10-K and any instrument, contract, document or
other writing, of or in connection with the Form 10-K or amendments
thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, including this power of attorney, with
the Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these
presents this 26th day of March, 2002.
/S/DONALD G. DRAPKIN
--------------------------
Donald G. Drapkin
EXHIBIT 24.4
POWER OF ATTORNEY
-----------------
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of Scott L. Seybold and Barry F.
Schwartz or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, in connection with
the PANAVISION INC. (the "Corporation") Annual Report on Form 10-K for the
year ended December 31, 2001 under the Securities Exchange Act of 1934, as
amended, including, without limiting the generality of the foregoing, to
sign the Form 10-K in the name and on behalf of the Corporation or on
behalf of the undersigned as a director or officer of the Corporation, and
any amendments to the Form 10-K and any instrument, contract, document or
other writing, of or in connection with the Form 10-K or amendments
thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, including this power of attorney, with
the Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these
presents this 26th day of March, 2002.
/S/JOHN S. FARRAND
--------------------------
John S. Farrand
EXHIBIT 24.5
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of Scott L. Seybold and Barry F.
Schwartz or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, in connection with
the PANAVISION INC. (the "Corporation") Annual Report on Form 10-K for the
year ended December 31, 2001 under the Securities Exchange Act of 1934, as
amended, including, without limiting the generality of the foregoing, to
sign the Form 10-K in the name and on behalf of the Corporation or on
behalf of the undersigned as a director or officer of the Corporation, and
any amendments to the Form 10-K and any instrument, contract, document or
other writing, of or in connection with the Form 10-K or amendments
thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, including this power of attorney, with
the Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these
presents this 26th day of March, 2002.
/S/EDWARD GREBOW
--------------------------
Edward Grebow
EXHIBIT 24.6
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of Scott L. Seybold and Barry F.
Schwartz or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, in connection with
the PANAVISION INC. (the "Corporation") Annual Report on Form 10-K for the
year ended December 31, 2001 under the Securities Exchange Act of 1934, as
amended, including, without limiting the generality of the foregoing, to
sign the Form 10-K in the name and on behalf of the Corporation or on
behalf of the undersigned as a director or officer of the Corporation, and
any amendments to the Form 10-K and any instrument, contract, document or
other writing, of or in connection with the Form 10-K or amendments
thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, including this power of attorney, with
the Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these
presents this 26th day of March, 2002.
/S/JAMES R. MAHER
-------------------------
James R. Maher
EXHIBIT 24.7
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of Scott L. Seybold and Barry F.
Schwartz or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, in connection with
the PANAVISION INC. (the "Corporation") Annual Report on Form 10-K for the
year ended December 31, 2001 under the Securities Exchange Act of 1934, as
amended, including, without limiting the generality of the foregoing, to
sign the Form 10-K in the name and on behalf of the Corporation or on
behalf of the undersigned as a director or officer of the Corporation, and
any amendments to the Form 10-K and any instrument, contract, document or
other writing, of or in connection with the Form 10-K or amendments
thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, including this power of attorney, with
the Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these
presents this 26th day of March, 2002.
/S/MARTIN D. PAYSON
-------------------------
Martin D. Payson
EXHIBIT 24.8
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of Scott L. Seybold and Barry F.
Schwartz or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, in connection with
the PANAVISION INC. (the "Corporation") Annual Report on Form 10-K for the
year ended December 31, 2001 under the Securities Exchange Act of 1934, as
amended, including, without limiting the generality of the foregoing, to
sign the Form 10-K in the name and on behalf of the Corporation or on
behalf of the undersigned as a director or officer of the Corporation, and
any amendments to the Form 10-K and any instrument, contract, document or
other writing, of or in connection with the Form 10-K or amendments
thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, including this power of attorney, with
the Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these
presents this 26th day of March, 2002.
/S/KENNETH ZIFFREN
--------------------------
Kenneth Ziffren