Exhibit 99.1 On December 3, 2002, the Company consummated various transactions (the "Settlement") in accordance with the terms of the Settlement Agreement, pursuant to which Mafco Holdings and PX Holding (a) acquired (1) the shares of Panavision...
Exhibit 99.1
On December 3, 2002, the Company consummated various transactions
(the "Settlement") in accordance with the terms of the Settlement Agreement,
pursuant to which Mafco Holdings and PX Holding (a) acquired (1) the shares of
Panavision common stock, par value $0.01 per share (the "Panavision Common
Stock"), that the Company purchased in April 2001, (2) the shares of Panavision
Series A Preferred Stock that the Company acquired in December 2001, (3) the
9-5/8% Senior Subordinated Discount Notes Due 2006 that Pneumo Abex acquired
in November 2001 (the "Existing Notes"), and (4) the promissory note in the
amount of $6.7 million that Panavision issued to the Company in connection
with its acquisition of the shares of Las Palmas Productions, Inc. in July
2002, and (b) delivered to the Company $90.5 million in cash and all of the
shares of Company's Common Stock and Series B Preferred Stock that PX Holding
had acquired since April 2001.
The following unaudited pro forma financial data of the Company are
based on the consolidated financial statements of the Company adjusted to give
effect to the Settlement. The pro forma balance sheet data give effect to the
Settlement as if it occurred on September 30, 2002. The unaudited pro forma
statement of income data for the year ended December 31, 2001 and the nine
months ended September 30, 2002 give effect to the Settlement as if it
occurred on April 19, 2001 (the date of the Company's original acquisition of
the Panavision Common Stock).
The unaudited pro forma financial data give effect to certain pro
forma adjustments which are described in the notes to these statements. The
pro forma adjustments are based on available information and certain
assumptions that management of the Company believes are reasonable. The pro
forma financial data do not purport to represent what the Company's financial
position or results of operations would have actually been had the Settlement,
in fact, been consummated on such dates, or to project the Company's financial
position or results of operations for any future date or period.
The unaudited pro forma financial data should be read in conjunction
with the historical financial statements of the Company and Panavision,
including the related notes thereto.
M & F Worldwide Corp.
Unaudited Pro Forma Condensed Balance Sheet
September 30, 2002
(In millions)
Historical Carrying Value Pro forma Pro Forma
ASSETS M&F Worldwide of Panavision Adjustments M&F Worldwide
------------- -------------- ----------- -------------
Current assets:
Cash, cash equivalents $ 27.1 (6.9) 90.1 (1) $ 105.9
(4.4) (2)
Accounts receivable, net 42.1 (32.7) 9.4
Inventories 63.6 (10.7) 52.9
Prepaid expenses and other current assets 12.4 (5.8) 6.6
--------- -------- -------- -------
Total current assets 145.2 (56.1) 85.7 174.8
Property, plant and equipment, net 244.7 (225.1) 19.6
Goodwill, net 332.9 (295.3) 37.6
Other intangibles 176.9 (67.6) 109.3
Deferred tax asset, net 0.4 0.4
Pension asset 13.9 -- 13.9
Other assets 18.3 (14.0) 4.3
--------- -------- -------- --------
$ 932.3 (658.1) 85.7 $ 359.9
======== ======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Short term borrowings 0.9 0.9
Accounts payable 8.2 (5.1) 3.1
Accrued liabilities 44.6 (23.1) 21.5
Current maturities of long-term debt 309.5 (280.0) (4.4) (2) 25.1
-------- --------- --------- -------
Total current liabilities 363.2 (308.2) (4.4) 50.6
Long-term debt 185.0 (146.2) 38.8
Deferred tax liabilities 16.7 (17.6) 7.5 (1) 6.6
Other liabilities 12.4 (9.5) 2.9
Commitments and contingencies
Panavision Series B Preferred Stock 50.5 (50.5) --
Stockholders' equity:
Book value of Panavision net assets (126.1) 126.1 --
Common stock 0.2 0.2
Preferred stock 41.7 (41.7) (1) --
Additional paid-in capital 27.9 27.9
Treasury stock at cost (6.7) (7.1) (1) (13.8)
Retained earnings 244.6 9.2 (1) 253.8
Accumulated other comprehensive loss (3.2) (3.9) (1) (7.1)
--------- --------- --------- --------
Total stockholders' equity 304.5 (126.1) 82.6 261.0
--------- --------- --------- --------
Total liabilities and stockholders' equity $ 932.3 $ (658.1) $ 85.7 $ 359.9
======== ======== ======== ========
M & F Worldwide Corp.
Unaudited Pro Forma Condensed Statement of Income
September 30, 2002
(In millions, except per share data)
Historical Historical Pro forma Pro Forma
M&F Worldwide Panavision Adjustments M&F Worldwide
------------- ---------- ----------- -------------
Net Revenues
Panavision
Rental income $ 113.5 $ (113.5) $ --
Sales and other 27.9 (27.9) --
Mafco Worldwide 73.7 73.7
--------- --------- ----------- ---------
Total revenues 215.1 (141.4) 73.7
Cost of revenues
Panavision
Cost of rentals 65.8 (65.8) --
Cost of sales 16.7 (16.7) --
Mafco Worldwide 36.5 36.5
--------- --------- ----------- ---------
Total cost of revenues 119.0 (82.5) 36.5
--------- --------- ----------- ---------
Gross profit 96.1 (58.9) 37.2
Selling, general and administrative expenses 54.2 (43.3) 10.9
Shareholder litigation settlement, net 1.3 1.3
--------- --------- ----------- ---------
Operating income 40.6 (15.6) 25.0
Interest expense, net (27.2) 24.1 (0.3)(1) (3.4)
Foreign exchange gain 0.5 (0.7) (0.2)
Refinancing expense (4.5) 4.5 --
Other income (loss), net 0.5 (0.6) (0.1)
Minority interest- accretion on Panavision
Series B Preferred Stock (1.3) 1.3 --
--------- --------- ----------- ---------
Income before income taxes 8.6 13.0 (0.3) 21.3
Provision for income taxes (5.0) (3.7) 0.1 (2) (8.6)
--------- --------- ----------- ---------
Net income 3.6 9.3 (0.2) 12.7
Preferred stock dividend (0.3) 0.3 (3) --
--------- --------- ----------- ---------
Net income available to shareholders $ 3.3 $ 9.3 $ 0.1 $ 12.7
========= ========= =========== =========
Basic and diluted earnings per share:
Common stock- undistributed earnings $ 0.13 $ 0.71
========== =========
Preferred stock- distributed earnings 0.04
Preferred stock- undistributed earnings 0.13
----------
Total preferred stock $ 0.17
==========
Basic weighted average shares outstanding:
Common stock 19.6 18.1
Preferred stock 6.9 --
--------- --------
Total shares outstanding 26.5 18.1
========= ========
Diluted weighted average shares outstanding:
Common stock 19.7 18.2
Preferred stock 6.9
--------- --------
Total shares outstanding 26.6 18.2
========= ========
M & F Worldwide Corp.
Unaudited Pro Forma Condensed Statement of Income
December 31, 2001
(In millions, except per share data)
Historical Historical Pro forma Pro Forma
M&F Worldwide Panavision Adjustments M&F Worldwide
------------- ---------- ----------- -------------
Net Revenues
Panavision
Rental income $ 101.1 $ (101.1) $ --
Sales and other 23.9 (23.9) --
Mafco Worldwide 98.4 98.4
---------- --------- ---------- --------
Total revenues 223.4 (125.0) 98.4
Cost of revenues
Panavision
Cost of rentals 58.8 (58.8) --
Cost of sales 13.3 (13.3) --
Mafco Worldwide 51.6 51.6
---------- --------- ---------- --------
Total cost of revenues 123.7 (72.1) 51.6
---------- --------- ---------- --------
Gross profit 99.7 (52.9) 46.8
Selling, general and administrative expenses 62.2 (46.6) 15.6
Shareholder litigation settlement 4.5 4.5
Gain on pension reversion (11.1) (11.1)
---------- --------- ---------- --------
Operating income 44.1 (6.3) 37.8
Interest expense, net (31.8) 27.7 (0.3) (1) (4.4)
Foreign exchange gain 0.2 (0.2) --
Other loss, net (0.2) (0.4) (0.6)
---------- --------- ---------- --------
Income before income taxes and
net extraordinary gain 12.3 20.8 (0.3) 32.8
Provision for income taxes (10.5) (6.8) 0.1 (2) (17.2)
Income before extraordinary gain 1.8 14.0 (0.2) 15.6
Preferred stock dividend (0.2) 0.2 (3) --
---------- --------- ---------- --------
Income before net extraordinary gain
available to shareholders $ 1.6 $ 14.0 $ -- $ 15.6
========== ========= ========== ========
Basic and diluted earnings per share:
Common stock- undistributed earnings
before net extraordinary gain $ 0.06 $ 0.81
========== ========
Preferred stock- distributed earnings 0.05
Preferred stock- undistributed earnings
before net extraordinary gain 0.06
---------
Total preferred stock $ 0.11
=========
Basic and diluted weighted average shares
outstanding:
Common stock 20.0 19.3
Preferred stock 4.3 -
--------- --------
Total shares outstanding 24.3 19.3
========= ========
Footnotes to Unaudited Pro Forma Condensed Balance Sheet
(1) Reflects the receipt of $90.1 million in cash (excluding $0.4 million of
accrued interest on the Existing Notes through December 3, 2002) and all
the shares of the Company's Common Stock and Series B Preferred Stock
that were issued to Mafco Holdings since April 2001. The Common Stock is
assumed to be reacquired based on the quoted market price at September
30, 2002. In connection with the Settlement, the Company recorded a gain
of $9.2 million, which is net of the related tax effects. In connection
with the Settlement, Panavision ceased to be a member of the affiliated
tax group of which the Company was the common parent.
(2) Reflects the mandatory repayment of $4.4 million of borrowings under the
Pneumo Abex credit agreement.
Footnotes to Unaudited Pro Forma Condensed Statements of Income
(1) Reflects the increase in interest expense attributable to the amendment
of the Pneumo Abex credit agreement in connection with the Settlement.
(2) Reflects the tax effect of the pro forma adjustments.
(3) Reflects the elimination of the dividend on the Series B Preferred Stock
issued to Mafco Holdings.
