-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Oa9uc+iZPC/AmAPX0J7pXxHNwVxaLKUgAx1CSkTzz85NvjTQR4xKeSrFwV+B6UfG YmErDby2SZDSsVSl6St4Ig== 0001104659-03-010104.txt : 20030515 0001104659-03-010104.hdr.sgml : 20030515 20030515104406 ACCESSION NUMBER: 0001104659-03-010104 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030514 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VLPS LIGHTING SERVICES INTERNATIONAL INC CENTRAL INDEX KEY: 0001033491 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 752239444 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23159 FILM NUMBER: 03701707 BUSINESS ADDRESS: STREET 1: 8617 AMBASSADOR ROW, SUITE 120 CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2146301963 FORMER COMPANY: FORMER CONFORMED NAME: VARI LITE INTERNATIONAL INC DATE OF NAME CHANGE: 19970213 8-K 1 j1149_8k.htm 8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  May 14, 2003

 

VLPS Lighting Services International, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

 

0-23159

 

75-2239444

(State or other jurisdiction of
incorporation or organization)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

8617 Ambassador Row, Suite 120, Dallas, Texas

 

75247

(Address of principal executive offices)

 

(Zip Code)

 

 

 

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

 

NOT APPLICABLE

(Former name or former address, if changed since last report)

 

 

 

Item 7.                       Financial Statements, Pro Forma Financial Information and Exhibits.

 

c) Exhibits.

 

99.1

 

VLPS Lighting Services International, Inc. (the “Company”) press release announcing the Company’s financial results for the quarter ended March 31, 2003.

 

Item 9.        Regulation FD Disclosure.

 

                    Information Furnished Under Item 12 (Results of Operations and Financial Conditions).

 

The information contained in this Item 9 of this Form 8-K is being furnished pursuant to “Item 12. Results of Operations and Financial Condition” of Form 8-K in accordance with Securities and Exchange Commission (“SEC”) Release Nos. 33-8216 and 34-47583 and SEC Press Release No. 2003-41.

 

The information in this Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  The information in this Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

 

On May 14, 2003, the Company issued a press release announcing its financial results for the quarter ended March 31, 2003.  A copy of the press release is attached hereto as Exhibit 99.1.

 

2

 

SIGNATURES

 

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

 

 

VLPS LIGHTING SERVICES INTERNATIONAL, INC.

 

 

Date:

May 15, 2003

 

By:

/s/ JEROME L. TROJAN III

 

 

 

Jerome L. Trojan III

 

 

Vice President - Finance, Chief Financial Officer,
Treasurer and Secretary (Principal Financial and
Accounting Officer)

 

3

 EX-99.1 3 j1149_ex99d1.htm EX-99.1

 

Exhibit 99.1

 

VLPS LIGHTING SERVICES INTERNATIONAL, INC. REPORTS FISCAL
2003 SECOND QUARTER RESULTS

 

DALLAS – May 14, 2003 – VLPS Lighting Services International, Inc. (Nasdaq: LITE) today reported financial results for the three-month and six-month periods ended March 31, 2003.

 

Financial highlights (in thousands, except per share data) are as follows:

 

 

 

Three Months Ended
March 31,

 

Six Months Ended
March 31,

 

 

 

2002

 

2003

 

2002

 

2003

 

Revenue (a)

 

$

11,575

 

$

14,044

 

$

24,738

 

$

29,422

 

Operating income (loss) (a)

 

(355

)

878

 

1,342

 

2,455

 

Net income (loss) (b)

 

(812

)

848

 

(1,262

)

(262

)

Net income (loss) per share (b)

 

$

(0.10

)

$

0.11

 

$

(0.16

)

$

(0.03

)

Weighted average shares outstanding

 

7,800

 

7,551

 

7,800

 

7,677

 

EBITDA (a)(c)

 

$

2,059

 

$

3,169

 

$

6,183

 

$

7,250

 

 

(a)          The three and six months ended March 31, 2002 and 2003 excludes the results of the Company’s manufacturing and sales business, which was sold in November 2002.

(b)         The three months ended March 31, 2002 and the six months ended March 31, 2002 and 2003 include losses from discontinued operations of $0.4 million, $1.7 million and $1.8 million, respectively.  The six months ended March 31, 2003 includes a charge of $0.2 million for the write-off of capitalized loan origination fees due to the early extinguishments of debt.

(c)          EBITDA is defined as Operating income (loss) plus depreciation and amortization.  See attached financial tables for reconciliation of generally accepted accounting principles (“GAAP”) Operating income (loss) to EBITDA.

 

Results for the three months ended March 31, 2003 reflect continued improvement in the live entertainment industry, which had been negatively impacted by soft economic conditions since the beginning of 2001 but began to improve during the three months ended December 31, 2002. The increase in revenue of approximately $2.4 million for the second quarter of fiscal 2003 compared to the second quarter of fiscal 2002 was due to a $1.0 million increase in rental revenues to $11.5 million from $10.5 million and a $1.4 million increase in product sales and services revenue to $2.5 million from $1.1 million.

 

VLPS reported operating income of $0.9 million and EBITDA of $3.2 million for the three months ended March 31, 2003, compared to an operating loss of $0.4 million and EBITDA of $2.1 million for the three months ended March 31, 2002. For the six months ended March 31, 2003, the Company reported operating income of $2.5 million and EBITDA of $7.3 million, compared to operating income of $1.3 million and EBITDA of $6.2 million during the six month period ended March 31, 2002. Excluded from operating income and EBITDA for the three-month period ended March 31, 2002 and the six-month periods ended March 31, 2002 and 2003,

 

 

were the results of operations from the Company’s sales and manufacturing business, which was sold in November 2002. The loss from this discontinued operation for the three months ended March 31, 2002 and the six months ended March 31, 2003 and 2002, was $0.4 million, $1.8 million and $1.7 million, respectively.

 

During the three months ended March 31, 2003, the Company repurchased 344,900 shares of the Company’s Common Stock for $0.4 million, or approximately $1.25 per share, in two transactions with unaffiliated parties.

 

Rusty Brutsché, Chairman and Chief Executive Officer, commented, “We are pleased to report net income of $0.11 per share for the quarter ended March 31, 2003, compared to a loss of $0.10 per share during the three months ended March 31, 2002. Additionally, the Company has increased revenues for the second consecutive quarter due primarily to overall improvement in the markets served by the Company’s North American and London offices, as well as higher rental revenues earned from the concert touring and television markets as the Company continues to provide equipment and services to the Rolling Stones Licks World Tour and many of the “reality” theme and award show television programs. The previously announced sale of our manufacturing and sales division during the first quarter of fiscal 2003 has significantly contributed to the Company’s improved operating performance. Despite the improvement in rental revenues and the apparent end to the uncertainties caused by the war with Iraq, we remain cautious because of the continued instability of the economy and the unknown consequences that the further spread of SARS may have on the live entertainment industry. The Company is well positioned to weather any continued economic slump and to benefit as the economy improves.”

 

About VLPS

 

VLPS Lighting Services International, Inc. (previously known as Vari-Lite International, Inc. until March 2003) is a leading worldwide professional lighting rental and production company. The Company distributes lighting systems and provides services primarily to the entertainment industry, serving such markets as concert touring, theater, television and film and corporate events.

 

The Company’s shares are traded on the Nasdaq National Market under the symbol LITE.

 

The foregoing paragraphs contain certain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Although the Company believes the expectations contained in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.  These expectations may involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements.  Factors that could cause or contribute to such differences include, but are not limited to, factors detailed in the Company’s Securities and Exchange Commission filings.

 

 

For further information contact:

 

Jerry L. Trojan

Vice President – Finance and Chief Financial Officer

214-819-3244

 

(Please See Attached Financial Tables)

 

 

VLPS Lighting Services International, Inc. and Subsidiaries

Condensed Consolidated Statement of Income and

Summary Balance Sheet Information

(In thousands except per share data)

 

 

 

Three Months Ended
March 31,

 

Six Months Ended
March 31,

 

 

 

2002

 

2003

 

2002

 

2003

 

Income Statement Data:

 

 

 

 

 

 

 

 

 

Rental revenues

 

$

10,451

 

$

11,520

 

$

21,570

 

$

24,042

 

Product sales and services revenues

 

1,124

 

2,524

 

3,168

 

5,380

 

Total revenues

 

11,575

 

14,044

 

24,738

 

29,422

 

Rental costs

 

5,521

 

5,609

 

10,618

 

11,126

 

Product sales and services costs

 

674

 

1,559

 

1,845

 

3,714

 

Gross profit

 

5,380

 

6,876

 

12,275

 

14,582

 

Selling, general and administrative expense

 

5,466

 

5,842

 

10,322

 

11,727

 

Research and development expense

 

269

 

156

 

611

 

400

 

Operating income (loss)

 

(355

)

878

 

1,342

 

2,455

 

Interest expense, net

 

246

 

156

 

601

 

704

 

Income (loss) from continuing operations before income tax

 

(601

)

722

 

741

 

1,751

 

Income tax expense (benefit)

 

(232

)

(126

)

285

 

225

 

Income (loss) from continuing operations (a)

 

(369

)

848

 

456

 

1,526

 

Discontinued operations

 

 

 

 

 

 

 

 

 

Loss from operations of sales and manufacturing business

 

(443

)

—

 

(1,718

)

(1,788

)

Net income (loss)

 

$

(812

)

$

848

 

$

(1,262

)

$

(262

)

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share – basic

 

$

(0.10

)

$

0.11

 

$

(0.16

)

$

(0.03

)

Net income (loss) per share – diluted

 

(0.10

)

0.11

 

(0.16

)

(0.03

)

Weighted average shares outstanding – basic

 

7,800

 

7,551

 

7,800

 

7,677

 

Weighted average shares outstanding – diluted

 

7,800

 

7,642

 

7,800

 

7,677

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of GAAP Operating Income (Loss) to EBITDA

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

$

(355

)

$

878

 

$

1,342

 

$

2,455

 

Depreciation from continuing operations

 

2,414

 

2,291

 

4,841

 

4,795

 

EBITDA (b)

 

$

2,059

 

$

3,169

 

$

6,183

 

$

7,250

 

 

a)                   The three and six months ended March 31, 2002 and 2003 excludes the results of the Company’s manufacturing and sales business, which was sold in November 2002.

b)                  EBITDA is calculated herein as Operating income (loss) plus depreciation and amortization.  The Company believes that EBITDA serves as an important financial analysis tool for measuring and comparing financial information such as liquidity, operating performance and leverage.  EBITDA should not be considered an alternative to net income or other cash flow measures determined under accounting principals generally accepted in the United States of America as an indicator of the Company’s performance or liquidity.  EBITDA as disclosed herein may not be comparable to EBITDA as disclosed by other companies.

 

 

 

 

September 30,
2002

 

March 31,
2003

 

Balance Sheet Data:

 

 

 

 

 

Total assets

 

$

64,300

 

$

50,843

 

Total debt

 

20,804

 

7,940

 

Stockholders’ equity

 

33,258

 

32,878

 

 

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