10-Q/A 1 a2094564z10-qa.htm 10-Q/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q/A
Amendment No. 1

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

COMMISSION FILE NUMBER: 0-23159

Vari-Lite International, Inc.
(Exact name of registrant as specified in its charter)

Delaware		75-2239444
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
201 Regal Row, Dallas, Texas		75247
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number including area code: (214) 630-1963

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 ý No o

Indicate the number of shares outstanding of each of the Issuer's classes of common stock, as of the latest practicable date: As of May 10, 2002, there were 7,800,003 shares of Common Stock outstanding.

EXPLANATORY NOTE

Vari-Lite International, Inc. ("Vari-Lite" or the "Company") is amending its Quarterly Report on Form 10-Q for the three and six month periods ended March 31, 2002, to reflect the restatement of its financial statements for the reclassification of certain bank debt as current liabilities in its unaudited Condensed Consolidated Financial Statements. This reclassification is reflected in Part I, Item 1 on the Company's unaudited Condensed Consolidated Balance Sheet as of March 31, 2002 and in Note 8 to the unaudited Condensed Consolidated Financial Statements. The Company has also revised (1) Note 3 to its unaudited Condensed Consolidated Financial Statements in Part I, Item 1, (2) the Liquidity and Capital Resources section of Part I, Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations, and (3) Part II, Item 3, Default Upon Senior Securities, in order to provide additional information regarding this reclassification of debt.

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands except share data)

ASSETS

			September 30, 2001			March 31, 2002
						(As Restated, See Note 8)
CURRENT ASSETS:
	Cash		$	3,686		$	1,673
	Receivables, less allowance for doubtful accounts of $603 and $732			9,679			8,665
	Inventory			15,388			15,960
	Prepaid expense and other current assets			783			1,701

		TOTAL CURRENT ASSETS		29,536			27,999
EQUIPMENT AND OTHER PROPERTY:
	Lighting and sound equipment			103,032			104,690
	Machinery and tools			3,578			3,573
	Furniture and fixtures			4,207			4,565
	Office and computer equipment			10,501			10,326

				121,318			123,154
		Less accumulated depreciation and amortization		72,712			76,709

				48,606			46,445
OTHER ASSETS				2,076			1,946

		TOTAL ASSETS	$	80,218		$	76,390

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Accounts payable and accrued expenses		$	8,079		$	9,566
	Unearned revenue			1,201			867
	Income taxes payable			146			328
	Current portion of long-term obligations			4,893			17,408

		TOTAL CURRENT LIABILITIES		14,319			28,169
LONG-TERM OBLIGATIONS				18,363			3,780
DEFERRED INCOME TAXES				2,209			1,399

		TOTAL LIABILITIES		34,891			33,348
COMMITMENTS AND CONTINGENCIES (Note 4)				—			—
STOCKHOLDERS' EQUITY:
	Preferred Stock, $0.10 par value (10,000,000 shares authorized; no shares issued)			—			—
	Common Stock, $0.10 par value (40,000,000 shares authorized; 7,845,167 shares issued; 7,800,003 shares outstanding)			785			785
	Treasury Stock			(186	)		(186	)
	Additional paid-in capital			25,026			25,026
	Accumulated other comprehensive income (loss)—foreign currency translation adjustment			791			(231	)
	Retained earnings			18,911			17,648

		TOTAL STOCKHOLDERS' EQUITY		45,327			43,042

		TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	80,218		$	76,390

See notes to condensed consolidated financial statements.

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
For the Three Months Ended March 31, 2001 and 2002
(Unaudited)
(In thousands except share data)

		2001			2002
Rental revenues		$	11,414		$	10,451
Product sales and services revenues			6,923			4,161

	TOTAL REVENUES		18,337			14,612
Rental cost			5,576			5,521
Product sales and services cost			4,234			2,499

	TOTAL COST OF SALES		9,810			8,020

	GROSS PROFIT		8,527			6,592
Selling, general and administrative expense			7,229			6,730
Research and development expense			1,183			954

	TOTAL OPERATING EXPENSES		8,412			7,684

OPERATING INCOME (LOSS)			115			(1,092	)
Interest expense (net)			491			251

LOSS BEFORE INCOME TAX			(376	)		(1,343	)
Income tax benefit			(147	)		(531	)

NET LOSS			(229	)		(812	)
Other comprehensive loss—foreign currency translation adjustments			(247	)		(400	)

COMPREHENSIVE LOSS		$	(476	)	$	(1,212	)

WEIGHTED AVERAGE BASIC AND DILUTED SHARES OUTSTANDING			7,800,003			7,800,003

PER SHARE INFORMATION
BASIC AND DILUTED:
	Net loss	$	(0.03	)	$	(0.10	)

See notes to condensed consolidated financial statements.

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
For the Six Months Ended March 31, 2001 and 2002
(Unaudited)
(In thousands except share data)

		2001		2002
Rental revenues		$	29,336	$	21,570
Product sales and services revenues			9,379		9,817

	TOTAL REVENUES		38,715		31,387
Rental cost			12,755		10,617
Product sales and services cost			6,226		6,123

	TOTAL COST OF SALES		18,981		16,740

	GROSS PROFIT		19,734		14,647
Selling, general and administrative expense			16,092		13,630
Research and development expense			2,398		2,494

	TOTAL OPERATING EXPENSES		18,490		16,124

Gain on the sale of concert sound reinforcement business			7,100		—

OPERATING INCOME (LOSS)			8,344		(1,477	)
Interest expense (net)			1,562		609

INCOME (LOSS) BEFORE INCOME TAX			6,782		(2,086	)
Income tax expense (benefit)			2,608		(824	)

NET INCOME (LOSS)			4,174		(1,262	)
Other comprehensive income (loss)—foreign currency translation adjustments			561		(1,022	)

COMPREHENSIVE INCOME (LOSS)		$	4,735	$	(2,284	)

WEIGHTED AVERAGE BASIC SHARES OUTSTANDING			7,800,003		7,800,003

WEIGHTED AVERAGE DILUTED SHARES OUTSTANDING			7,871,165		7,800,003

PER SHARE INFORMATION
BASIC AND DILUTED:
	Net income (loss)	$	0.53	$	(0.16	)

See notes to condensed consolidated financial statements.

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended March 31, 2001 and 2002
(Unaudited)
(In thousands)

				2001			2002
Cash flows from operating activities:
	Net income (loss)			$	4,174		$	(1,262	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Depreciation and amortization			5,220			5,219
		Amortization of note discount and deferred loan fees			335			84
		Provision for doubtful accounts			30			161
		Deferred income taxes			2,097			(810	)
		Gain on sale of concert sound reinforcement business			(7,100	)		—
		Loss on sale of equipment and other property			130			51
		Net change in assets and liabilities:
			Accounts receivable		219			854
			Prepaid expenses		(1,170	)		(918	)
			Inventory		(1,430	)		(571	)
			Other assets		(499	)		62
			Accounts payable, accrued liabilities and income taxes payable		(2,060	)		1,669
			Unearned revenue		(1,032	)		(333	)

			Net cash provided by (used in) operating activities		(1,086	)		4,206
Cash flows from investing activities:
	Capital expenditures, including rental equipment				(5,318	)		(3,594	)
	Proceeds from sale of concert sound reinforcement business				11,946			—
	Proceeds from sale of European operations				5,258			—
	Proceeds from sale of equipment				29			47

			Net cash provided by (used in) investing activities		11,915			(3,547	)
Cash flows from financing activities:
	Proceeds from issuance of debt				32,226			28,691
	Principal payments on debt				(42,998	)		(30,560	)
	Proceeds from payments on stockholder notes receivable				19			—

			Net cash used in financing activities		(10,753	)		(1,869	)
Effect of exchange rate changes on cash and cash equivalents					(740	)		(803	)

Net decrease in cash during the period					(664	)		(2,013	)
Cash, beginning of period					4,315			3,686

Cash, end of period				$	3,651		$	1,673

Supplemental Cash Flow Information
	Cash paid for interest expense			$	1,471		$	729
	Cash paid for income taxes			$	187		$	366

See notes to condensed consolidated financial statements.

VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands except share data)

1. Interim Financial Information

The accompanying unaudited condensed consolidated financial statements of Vari-Lite International, Inc. (the "Company") have been prepared by the Company in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, the condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary to present fairly the consolidated financial position, results of operations and cash flows of the Company. The results of operations for the three and six-month periods ended March 31, 2002 are not necessarily indicative of the results of operations that may be expected for any other interim periods or for the fiscal year ending September 30, 2002.

Certain reclassifications have been made to the March 31, 2001 consolidated financial statements to conform to the presentation in the March 31, 2002 consolidated financial statements.

For further information, refer to the consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K/A for the year ended September 30, 2001.

2. Inventory

Inventory consists of the following:

	September 30, 2001		March 31, 2002
Raw materials	$	13,086	$	13,882
Work in progress		567		726
Finished goods		1,735		1,352

	$	15,388	$	15,960

3. Debt

On December 19, 1997, the Company entered into a $50,000 multicurrency revolving credit facility (the "Old Credit Facility"). Borrowings under the Old Credit Facility were $32,200 at September 30, 2000. Subsequent to September 30, 2000, the Company used proceeds of $22,200 from the sale of the Company's concert sound reinforcement business and continental European rental operations and the funding of the London Bank Loans (hereinafter defined) to reduce borrowings under the Old Credit Facility to $10,000.

On December 29, 2000, Vari-Lite, Inc. ("Vari-Lite"), entered a new credit facility (the "New Credit Facility"), which includes the $12,000 Term Loan, the $5,000 Revolver and the $3,000 Capital Expenditure Loan. The Term Loan and Capital Expenditure Loan amortize over 84 months (subject to a balloon payment on termination of the New Credit Facility as discussed below). Borrowings under the Revolver are subject to availability under a borrowing base of eligible inventory and accounts receivable (as defined in the New Credit Facility). As of March 31, 2002, there was $2,259 outstanding under the Revolver. Prior to January 15, 2002, all outstanding borrowings under the New Credit Facility bore

interest at the lender's base rate or LIBOR, plus a rate margin of 0.75% and 2.50%, respectively. Since January 15, 2002, all outstanding balances under the New Credit Facility bear interest at the lender's base rate or LIBOR, plus a rate margin ranging from 0.25% to 0.75% or 2.00% to 2.50%, respectively, based upon the Company's ratio of Adjusted Funded Debt to EBITDA (as defined in the New Credit Facility). The New Credit Facility is guaranteed by the Company and is secured by all of the stock and substantially all of the assets of Vari-Lite and a pledge of 65% of the outstanding capital stock of the Company's foreign subsidiaries. A commitment fee of 0.25% is charged on the average daily unused portion of the New Credit Facility. The New Credit Facility contains compliance covenants, including requirements that the Company achieve certain financial ratios, as amended on March 31, 2002. In addition, the New Credit Facility places limitations on annual capital expenditures and on the ability to incur additional indebtedness, make certain loans or investments, sell assets, pay dividends or reacquire the Company's stock. The New Credit Facility terminates on December 31, 2003. Upon termination of the New Credit Facility, the entire outstanding indebtedness thereunder becomes due and payable in full.

As of March 31, 2002, all balances outstanding under the New Credit Facility were classified as current due to the likelihood, as determined by the Company's management, that the Company will not be able to meet the EBITDA, Net Worth, Leverage Ratio and Total Debt Service Ratio financial covenants under this facility for the period ending and as of December 31, 2002 and for future periods (See Note 8). The Company's management is currently negotiating an amendment to the New Credit Facility with modified financial covenants and is considering other financing options to replace the New Credit Facility. There can be no assurances regarding the Company's ability to obtain additional financing or the successful completion of an amendment to the New Credit Facility. If the Company is not successful in amending or refinancing the New Credit Facility, the lenders will be entitled to pursue all rights available under the New Credit Facility in the event the Company does not meet the financial ratio covenants or the terms of other compliance covenants.

On November 23, 2000, September 27, 2001 and March 25, 2002, the Company's London subsidiary entered into British pounds sterling loans of 4,000 (USD 5,800), 500 (USD 727) and 400 (USD 570), respectively, with a U. K. bank (collectively, the "London Bank Loans".) The London Bank Loans accrue interest at the rate of 9.10%, 7.78% and 7.77% per annum, respectively, and amortize over 48 months, 60 months and 60 months, respectively. The London Bank Loans are secured by all of the assets of the Company's London operations and include certain financial covenants, limitations on capital expenditures and intercompany payments and the guarantee of the Company.

The Company has borrowed money to purchase computer equipment and office furniture and fixtures and conventional lighting equipment. These loans are typically amortized over three years and bear interest at various rates ranging from 1.50% to 10.35%. Proceeds received under this type of financing were approximately $1,135 and $137 for the six-month periods ending March 31, 2001 and 2002, respectively, and borrowings outstanding under this type of financing at March 31, 2001 and 2002 were approximately $3,572 and $1,306, respectively.

4. Commitments and Contingencies

In the ordinary course of its business, the Company is from time to time threatened with or named as a defendant in various lawsuits, including patent infringement claims. The Company is not currently involved in any material legal proceedings.

5. Segment Reporting

The Company's chief operating decision maker is considered to be the Company's Chief Operating Officer ("COO"). The COO reviews financial information presented on a consolidated basis accompanied by disaggregated information about revenues by geographic region and by product lines for purposes of making operating decisions and assessing financial performance. The Company has three reportable segments: North America, Europe and Asia, which are organized, managed and analyzed geographically and operate in a single industry segment. Information about the Company's operations for the three and six-month periods ended March 31, 2001 and 2002 is presented below:

		Three Months Ended
		North America			Asia			Europe			Intercompany			Total
March 31, 2001:
Net Revenues from unaffiliated customers		$	14,679		$	1,162		$	2,496		$	—		$	18,337
Intersegment sales			1,724			3			(5	)		(1,722	)		—

	Total net revenues		16,403			1,165			2,491			(1,722	)		18,337
Operating income (loss)			216			(755	)		654			—			115
Depreciation and amortization			1,898			44			607			—			2,549
Total assets			68,374			8,525			15,590			(8,780	)		83,709
		Three Months Ended
		North America			Asia			Europe			Intercompany			Total
March 31, 2002:
Net Revenues from unaffiliated customers		$	9,596		$	1,873		$	3,143		$	—		$	14,612
Intersegment sales			5,350			12			42			(5,404	)		—

	Total net revenues		14,946			1,885			3,185			(5,404	)		14,612
Operating loss			(753	)		(198	)		(141	)		—			(1,092	)
Depreciation and amortization			2,002			53			560			—			2,615
Total assets			62,724			7,595			15,045			(8,974	)		76,390
		Six Months Ended
		North America			Asia			Europe			Intercompany			Total
March 31, 2001:
Net Revenues from unaffiliated customers		$	27,213		$	5,330		$	6,172		$	—		$	38,715
Intersegment sales			3,099			38			5			(3,142	)		—

	Total net revenues		30,312			5,368			6,177			(3,142	)		38,715
Operating income			5,778			1,013			1,553			—			8,344
Depreciation and amortization			3,876			121			1,223			—			5,220
Total assets			68,374			8,525			15,590			(8,780	)		83,709

		Six Months Ended
		North America			Asia		Europe		Intercompany			Total
March 31, 2002:
Net Revenues from unaffiliated customers		$	19,113		$	5,230	$	7,044	$	—		$	31,387
Intersegment sales			7,490			17		42		(7,549	)		—

	Total net revenues		26,603			5,247		7,086		(7,549	)		31,387
Operating income (loss)			(2,746	)		703		566		—			(1,477	)
Depreciation and amortization			3,975			99		1,145		—			5,219
Total assets			62,724			7,595		15,045		(8,974	)		76,390

6. Net Loss Per Share

Basic net loss per share is computed based upon the weighted average number of common shares outstanding. Diluted net loss per share reflects the dilutive effect, if any, of stock options and warrants.

	Three Months ended March 31,		Six Months ended March 31,
	2001	2002	2001	2002
Weighted average shares outstanding	7,800,003	7,800,003	7,800,003	7,800,003
Dilutive effect of stock options and warrants after application of treasury stock method	—	—	71,162	—

Shares used in calculating diluted net loss per share	7,800,003	7,800,003	7,871,165	7,800,003

For the three-month period ended March 31, 2001 and 2002, net loss per share excludes stock options of 693,700 and 724,200, respectively, and warrants of 296,057 and 296,057, respectively, which were anti-dilutive. For the six-month period ended March 31, 2001, net income per share excludes stock options of 622,538 and warrants of 296,057 which were anti-dilutive, but includes 71,162 options which were dilutive. For the six-month period ended March 31, 2002, net loss per share excludes stock options of 724,200 and warrants of 296,057 which were anti-dilutive.

7. Dispositions

On October 26, 2000, the Company sold 100% of its interest in Vari-Lite International Europe, B.V. ("VLI Europe") and 0.4% of its interest in Vari-Lite Production Services, SAS, and Vari-Lite sold all of the VARI*LITE® lighting equipment used in those operations. VLI Europe owned 100% of Vari-Lite Production Services, N.V., 99.6% of Vari-Lite Production Services, SAS and 100% of Vari-Lite Production Services, AB. This transaction resulted in a pre-tax charge of $3,200 which was recorded as an asset impairment in the fourth quarter of fiscal year 2000.

On November 17, 2000, the Company transferred substantially all of the assets of Showco, Inc. to Clearsho, Inc. ("Clearsho"), which assumed certain of Showco's contract liabilities, in exchange for the sole membership interest in Clearsho. On November 17, 2000, Showco sold 100% of its interest in Clearsho which resulted in a net pre-tax gain of $7,100.

8. Restatement

Subsequent to the issuance of its unaudited Condensed Consolidated Financial Statements for the three and six month periods ended March 31, 2002, the Company's management determined that all balances outstanding under the New Credit Facility as of March 31, 2002 should have been classified as current due to the likelihood that the Company will not be able to meet the EBITDA, Net Worth, Leverage Ratio and Total Debt Service Ratio financial covenants under this facility for the period ending and as of December 31, 2002 and for future periods. As a result, the accompanying financial statements for the three and six months ended March 31, 2002, have been restated from the amounts previously reported. The effect of this restatement is an increase in the current portion of long-term obligations of $12,700 and a decrease in long-term obligations of $12,700.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001

Revenues. Total revenues decreased 20.3%, or $3.7 million, to $14.6 million in the three-month period ended March 31, 2002, compared to $18.3 million in the three-month period ended March 31, 2001. The revenue decrease was attributable primarily to the factors set forth below.

Rental Revenues. Rental revenues decreased 8.4%, or $1.0 million, to $10.4 million in the three-month period ended March 31, 2002, compared to $11.4 million in the three-month period ended March 31, 2001. This decrease was due to the weak economy combined with the ongoing effects of the September 11, 2001 attacks.

Product Sales and Services Revenues. Product sales and services revenues decreased 39.9%, or $2.7 million, to $4.2 million in the three-month period ended March 31, 2002, compared to $6.9 million in the three-month period ended March 31, 2001. This decrease was primarily due to a $2.6 million decrease in revenue resulting from the closing of the Company's corporate meeting and special events management business in April 2001.

Rental Cost. Rental cost in the three-month period ended March 31, 2002 was unchanged compared to the three-month period ended March 31, 2001. However, rental cost as a percentage of rental revenues increased to 52.8% in the three-month period ended March 31, 2002, from 48.9% in the three-month period ended March 31, 2001. This increase was due to depreciation expense representing a higher percentage of revenues during the three-month period ended March 31, 2002 as a result of decreased revenues due to difficult economic conditions.

Product Sales and Services Cost. Product sales and services cost decreased 41.0%, or $1.7 million, to $2.5 million in the three-month period ended March 31, 2002, compared to $4.2 million in the three-month period ended March 31, 2001. This decrease was primarily due to the closing of the Company's corporate meeting and special events management business in April 2001. Product sales and services cost as a percentage of product sales and services revenues decreased to 60.1% in the three-month period ended March 31, 2002, from 61.2% in the three-month period ended March 31, 2001 as a result of the closing of the Company's corporate meeting and special events management business which had higher costs as a percentage of revenue.

Selling, General and Administrative Expense. Selling, general and administrative expense decreased 6.9%, or $0.5 million, to $6.7 million in the three-month period ended March 31, 2002, compared to $7.2 million in the three-month period ended March 31, 2001. This decrease was due to the closing of the Company's corporate meeting and special events management business in April 2001, as well as expense reduction efforts undertaken in the first quarter of fiscal 2002. This expense as a percentage of total revenues increased to 46.1% in the three-month period ended March 31, 2002, from 39.4% in the three-month period ended March 31, 2001 as a result of decreased revenues.

Research and Development Expense. Research and development expense decreased 19.4%, or $0.2 million, to $1.0 million in the three-month period ended March 31, 2002, compared to $1.2 million in three-month period ended March 31, 2001. This decrease was primarily due to expense reduction

efforts undertaken in the first quarter of fiscal 2002. This expense as a percentage of total revenues for the period ended March 31, 2002 was 6.5%, unchanged from the three-month period ended March 31, 2001.

Interest Expense. Interest expense decreased 48.9%, or $0.2 million, to $0.3 million in the three-month period ended March 31, 2002, compared to $0.5 million in the three-month period ended March 31, 2001, as a result of reduced borrowings and lower interest rates in the three-month period ended March 31, 2002 as well as interest income of $0.1 million from an income tax refund.

Income Taxes. The effective tax rate in the three-month periods ended March 31, 2002 and 2001 were 39.5% and 39.1%, respectively.

Six Months Ended March 31, 2002 Compared to Six Months Ended March 31, 2001

Revenues. Total revenues decreased 18.9%, or $7.3 million, to $31.4 million in the six-month period ended March 31, 2002, compared to $38.7 million in the six-month period ended March 31, 2001. The revenue decrease was attributable primarily to the factors set forth below.

Rental Revenues. Rental revenues decreased 26.5%, or $7.7 million, to $21.6 million in the six-month period ended March 31, 2002, compared to $29.3 million in the six-month period ended March 31, 2001. This decrease was due to the weak economy combined with the ongoing effects of the September 11, 2001 attacks and the sale of the Company's concert sound reinforcement business in November 2000 which accounted for $1.6 million in revenues in the six-month period ended March 31, 2001.

Product Sales and Services Revenues. Product sales and services revenues increased 4.7%, or $0.4 million, to $9.8 million in the six-month period ended March 31, 2002, compared to $9.4 million in the six-month period ended March 31, 2001. This increase was due to a $4.1 million increase in sales of VARI*LITE® automated lighting equipment which was partially offset by a $3.7 million decrease in revenue due to the closing of the Company's corporate meeting and special events management business in April 2001.

Rental Cost. Rental cost decreased 16.8%, or $2.2 million, to $10.6 million in the six-month period ended March 31, 2002, compared to $12.8 million in the six-month period ended March 31, 2001. This decrease was due to reduced revenues as a result of a weak economy and the sale of the Company's concert sound reinforcement business in November 2000. Rental cost as a percentage of rental revenues increased to 49.2% in the six-month period ended March 31, 2002, from 43.5% in the six-month period ended March 31, 2001. This increase was due to depreciation expense representing a higher percentage of revenues during the six-month period ended March 31, 2002 as a result of decreased revenues due to difficult economic conditions.

Product Sales and Services Cost. Product sales and services cost decreased 1.7%, or $0.1 million, to $6.1 million in the six-month period ended March 31, 2002, compared to $6.2 million in the six-month period ended March 31, 2001. This decrease was due to a $2.5 million decrease in product sales and services cost associated with the closing of the Company's corporate meeting and special events management business in April 2001 offset by $2.4 million increase in cost of sales of VARI*LITE® automated lighting equipment. Product sales and services cost as a percentage of product sales and services revenues decreased to 62.4% in the six-month period ended March 31, 2002,

from 66.4% in the six-month period ended March 31, 2001 as a result of improved manufacturing efficiencies and the closing of the Company's corporate meeting and special events management business which had higher costs as a percentage of revenue.

Selling, General and Administrative Expense. Selling, general and administrative expense decreased 15.3%, or $2.5 million, to $13.6 million in the six-month period ended March 31, 2002, compared to $16.1 million in the six-month period ended March 31, 2001. This decrease was primarily due to the sale of the Company's concert sound reinforcement business in November 2000 and the closing of the Company's corporate meeting and special events management business in April 2001, as well as expense reduction efforts undertaken in the first quarter of fiscal 2002. This expense as a percentage of total revenues increased to 43.4% in the six-month period ended March 31, 2002, from 41.6% in the six-month period ended March 31, 2001 as a result of decreased revenues.

Research and Development Expense. Research and development expense in the six-month period ended March 31, 2002 was unchanged as compared to the six-month period ended March 31, 2001. However, this expense as a percentage of total revenues increased to 7.9% in the six-month period ended March 31, 2002, from 6.2% in the six-month period ended March 31, 2001, as a result of decreased revenues.

Interest Expense. Interest expense decreased 61.0%, or $1.0 million, to $0.6 million in the six-month period ended March 31, 2002, compared to $1.6 million in the six-month period ended March 31, 2001, as a result of reduced borrowings and lower interest rates in the six-month period ended March 31, 2002 as well as interest income of $0.1 million from an income tax refund.

Income Taxes. The effective tax rate in the six-month periods ended March 31, 2002 and 2001 were 39.5% and 38.5%, respectively.

Liquidity and Capital Resources

Historically, the Company has financed its operations and capital expenditures with cash flow from operations, bank borrowings and advances from customers. The Company's operating activities used cash flow of $1.1 million for the six-month period ended March 31, 2001 and generated cash flow of $4.2 million in the six-month period ended March 31, 2002.

On December 19, 1997, the Company entered into the Old Credit Facility. Borrowings under the Old Credit Facility were $32.2 million at September 30, 2000. Subsequent to September 30, 2000, the Company used proceeds of $22.2 million from the sale of the Company's concert sound reinforcement business and continental European rental operations and the funding of the London Bank Loans to reduce borrowings under the Old Credit Facility to $10.0 million.

On December 29, 2000, Vari-Lite entered into the New Credit Facility which includes the $12.0 Term Loan, the $5.0 million Revolver and the $3.0 million Capital Expenditure Loan. The Term Loan and Capital Expenditure Loan amortize over 84 months (subject to a balloon payment on termination of the New Credit Facility as discussed below). Borrowings under the Revolver are subject to availability under a borrowing base of eligible inventory and accounts receivable (as defined in the New Credit Facility). As of March 31, 2002, there was $2.3 million outstanding under the Revolver. Prior to January 15, 2002, all outstanding borrowings under the New Credit Facility bore interest at the lender's base rate or LIBOR, plus a rate margin of 0.75% and 2.50%, respectively. Since January 15, 2002, all outstanding balances under the New Credit Facility bear interest at the lender's base rate or LIBOR,

plus a rate margin ranging from 0.25% to 0.75% or 2.00% to 2.50%, respectively, based upon the Company's ratio of Adjusted Funded Debt to EBITDA (as defined in the New Credit Facility). The New Credit Facility is guaranteed by the Company and is secured by all of the stock and substantially all of the assets of Vari-Lite and a pledge of 65% of the outstanding capital stock of the Company's foreign subsidiaries. A commitment fee of 0.25% is charged on the average daily unused portion of the New Credit Facility. The New Credit Facility contains compliance covenants, including requirements that the Company achieve certain financial ratios, as amended on March 31, 2002. In addition, the New Credit Facility places limitations on annual capital expenditures and on the ability to incur additional indebtedness, make certain loans or investments, sell assets, pay dividends or reacquire the Company's stock. The New Credit Facility terminates on December 31, 2003. Upon termination of the New Credit Facility, the entire outstanding indebtedness thereunder becomes due and payable in full.

As of March 31, 2002, all balances outstanding under the New Credit Facility were classified as current due to the likelihood, as determined by the Company's management, that the Company will not be able to meet the EBITDA, Net Worth, Leverage Ratio and Total Debt Service Ratio financial covenants under this facility for the period ending and as of December 31, 2002 and for future periods. The Company's management is currently negotiating an amendment to the New Credit Facility with modified financial covenants and is considering other financing options to replace the New Credit Facility. There can be no assurances regarding the Company's ability to obtain additional financing or the successful completion of an amendment to the New Credit Facility. If the Company is not successful in amending or refinancing the New Credit Facility, the lenders will be entitled to pursue all rights available under the New Credit Facility in the event the Company does not meet the financial ratio covenants or the terms of other compliance covenants.

On November 23, 2000, September 27, 2001 and March 25, 2002, the Company's London subsidiary entered into British pounds sterling loans of 4.0 million (USD 5.8 million), 0.5 million (USD 0.7 million) and 0.4 million (USD 0.6 million), respectively, with a U. K. bank (collectively, the "London Bank Loans".) The London Bank Loans accrue interest at the rate of 9.10%, 7.78% and 7.77% per annum, respectively, and amortize over 48 months, 60 months and 60 months, respectively. The London Bank Loans are secured by all of the assets of the Company's London operations and include certain financial covenants, limitations on capital expenditures and intercompany payments and the guarantee of the Company.

The Company has borrowed money to purchase computer equipment and office furniture and fixtures and conventional lighting equipment. These loans are amortized over three to five years and bear interest at various rates ranging from 1.50% to 10.35%. Proceeds received under this type of financing were approximately $1.1 million and $0.1 million for the six-month periods ending March 31, 2001 and 2002, respectively, and borrowings outstanding under this type of financing at March 31, 2001 and 2002 were approximately $3.6 million and $1.3 million, respectively.

The Company's business requires significant capital expenditures. Capital expenditures for the six months ended March 31, 2001 and 2002 were approximately $5.3 million and $3.6 million, respectively, of which approximately $4.6 million and $3.3 million were for rental and demo equipment inventories. The majority of the Company's revenues are generated through the rental of automated lighting systems and, as such, the Company must maintain a significant amount of rental equipment to meet customer demands.

The Company's ability to fund its anticipated operating needs and capital expenditures for at least the next twelve months is subject to the amount of cash flow generated from operations and the Company's ability to negotiate adequate borrowing capacity under an amendment to the New Credit Facility or to access additional cash through other financing sources or asset sales. The Company's future operating results will depend on a number of factors, including the demand for the Company's products and services; the Company's ability to market, sell and support products; competition; the success of the Company's research and development programs; the Company's ability to achieve competitive and technological advances; general and economic conditions and other factors beyond the Company's control. While the Company's management believes that they will negotiate an amendment to the New Credit Facility or obtain additional cash through other financing sources, there can be no assurance that sufficient capital resources will be available to fund the Company's business during or after the next twelve months.

Disclosure Regarding Forward-Looking Statements

This report includes "forward-looking statements" as that phrase is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this report, the words "anticipate," "believe," "estimate," "expect," "will," "could," "may" and similar expressions, as they relate to management or the Company, are intended to identify forward-looking statements. Such statements reflect the current views of management with respect to future events and are subject to certain risks, uncertainties and assumptions, including without limitation the following as they relate to the Company: fluctuations in operating results and seasonality; the Company's ability to market, sell and support products; technological changes; reliance on intellectual property; dependence on entertainment industry; competition; dependence on management; foreign exchange risk; international trade risk; dependence on key suppliers; and dependence on manufacturing facility. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein.

PART II OTHER INFORMATION

ITEM 3. DEFAULT UPON SENIOR SECURITIES

As of March 31, 2002, all balances outstanding under the New Credit Facility were classified as current due to the likelihood, as determined by the Company's management, that the Company will not be able to meet the EBITDA, Net Worth, Leverage Ratio and Total Debt Service Ratio financial covenants under this facility for the period ending and as of December 31, 2002 and for future periods. The Company's management is currently negotiating an amendment to the New Credit Facility with modified financial covenants and is considering other financing options to replace the New Credit Facility. There can be no assurances regarding the Company's ability to obtain additional financing or the successful completion of an amendment to the New Credit Facility. If the Company is not successful in amending or refinancing the New Credit Facility, the lenders will be entitled to pursue all rights available under the New Credit Facility in the event the Company does not meet the financial ratio covenants or the terms of other compliance covenants.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.

		VARI-LITE INTERNATIONAL, INC.
Date: November 22, 2002		By:		/s/ JEROME L. TROJAN III Jerome L. Trojan III Vice President—Finance, Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)

CERTIFICATIONS

I, H.R. Brutsché III, certify that:

1.: I have reviewed this quarterly report on Form 10-Q of Vari-Lite International, Inc.;
2.: Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and
3.: Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

Date: November 22, 2002
				/s/ H.R. BRUTSCHÉ III H.R. Brutsché III Chairman of the Board and Chief Executive Officer

I, Jerome L. Trojan III, certify that:

1.: I have reviewed this quarterly report on Form 10-Q of Vari-Lite International, Inc.;
2.: Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and
3.: Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

Date: November 22, 2002
				/s/ JEROME L. TROJAN III Jerome L. Trojan III Vice President—Finance, Chief Financial Officer, Treasurer and Secretary

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

In connection with Amendment No. 1 to the Quarterly Report of Vari-Lite International, Inc. (the "Company") on Form 10-Q/A for the quarterly period ended March 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 22, 2002
				/s/ H.R. BRUTSCHÉ III H.R. Brutsché III Chairman of the Board and Chief Executive Officer
Date: November 22, 2002
				/s/ JEROME L. TROJAN III Jerome L. Trojan III Vice President—Finance, Chief Financial Officer, Treasurer and Secretary

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EXPLANATORY NOTE
VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands except share data) ASSETS
VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended March 31, 2001 and 2002 (Unaudited) (In thousands except share data)
VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Six Months Ended March 31, 2001 and 2002 (Unaudited) (In thousands except share data)
VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Six Months Ended March 31, 2001 and 2002 (Unaudited) (In thousands)
VARI-LITE INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In thousands except share data)

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PART II OTHER INFORMATION

ITEM 3. DEFAULT UPON SENIOR SECURITIES

SIGNATURES
CERTIFICATIONS
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002