-----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, D4FaVu4ZHoZ7x6tvAh8YM4iZcjbO1Sl2WmQas1I5m0vZ9pxGwTrf2cBVdebpn3YP 0Is4jjTsj4jACyEK/SR99A== 0000898430-00-000843.txt : 20000321 0000898430-00-000843.hdr.sgml : 20000321 ACCESSION NUMBER: 0000898430-00-000843 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000121 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATTHEWS STUDIO EQUIPMENT GROUP CENTRAL INDEX KEY: 0000855575 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 951447751 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-18102 FILM NUMBER: 574065 BUSINESS ADDRESS: STREET 1: 3111 N KENWOOD ST CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 8185255200 MAIL ADDRESS: STREET 1: 2405 EMPIRE AVENUE CITY: BURBANK STATE: CA ZIP: 91504 8-K/A 1 AMENDMENT TO FORM 8-K United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 21, 2000 MATTHEWS STUDIO EQUIPMENT GROUP ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) California ----------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-18102 95-1447751 ----------------------------------------------------------------- (Commission file number) (I.R.S. Employer Identification Number) 3111 North Kenwood Street, Burbank, CA 91505 ---------------------------------------------------------------- (Address of principal executive office) (Zip Code) (818) 525-5200 ---------------------------------------------------------------- (Registrant's telephone number, including area code) N/A ---------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Item 2. Acquisition or Disposition of Assets On January 21, 2000, Matthews Studio Equipment Group ("Matthews") sold its Duke City Video rental operations to Vitec DC Holding Corp. (the "Purchaser") for a purchase price of $12.25 million in cash. The sale was structured as a sale of assets whereby Duke City Video, Inc., Matthews' subsidiary (the "Seller"), sold its assets to the Purchaser pursuant to an Asset Purchase Agreement dated January 21, 2000, among Matthews, Duke City Holdings, Inc. ("Holdings"), the Seller and the Purchaser (the "Agreement"). Excluded from the sale are the Seller's Albuquerque property, its accounts receivables and certain other assets. Also, the Seller retains responsibility for its liabilities. $2 million of the purchase price was paid to the Seller on closing. $557,000 of the purchase price will be paid to the Seller following a post-closing inventory of rental equipment sold in the transaction. $8.393 million of the purchase price will be paid to the Seller and the Seller's trade and other creditors, provided the Seller obtains financing statement terminations pursuant to the terms of the Agreement. The remaining $1.3 million of the purchase price is being held by the Purchaser as security for certain indemnification obligations of the Seller and will be paid to the Seller upon the expiration of certain time periods specified in the Agreement. Matthews, Holdings and the Seller are obligated to indemnify the Purchaser against losses arising out of any inaccuracy of representations and warranties made in the Agreement and against losses arising out of the Seller's liabilities. The Purchaser has purchased the name Duke City Video and derivations thereof as part of the transaction. A copy of the Agreement and a copy of Matthews' press release regarding the transaction are attached as exhibits. Item 7. Financial Statements and Exhibits --------------------------------- (b) Pro forma financial information (unaudited) Pro forma condensed consolidated financial data related to the disposition of a subsidiary is located at addendum 1. (2)(c) Exhibits EXHIBIT INDEX Exhibit Document Description 99.7* Asset Purchase Agreement dated January 21, 2000, among Matthews Studio Equipment Group, Duke City Video, Inc., Duke City Holdings, Inc. and Vitec DC Holding Corp., but without schedules or exhibits. 99.8* Press Release Regarding the Sale of Duke City Video Assets. *Previously filed SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K/A to be signed on its behalf by the undersigned hereunto duly authorized. MATTHEWS STUDIO EQUIPMENT GROUP (Registrant) Date: March 18, 2000 By: /s/Anil Sharma --------------------------------- Anil Sharma President and Chief Financial Officer Addendum 1 Pro forma financial data The following unaudited pro forma condensed consolidated statements of operations for the year ended September 30, 1999, and the three months ended December 31, 1999, and the unaudited pro forma condensed consolidated balance sheet of December 31, 1999, give effect to the sale by Matthews Studio Equipment Group (the Company) of Duke City Video. The pro forma information is based on the historical financial statements of the Company and gives effect to the disposal of the operations and assets of Duke City Video, as if the disposition had occurred at the beginning of the periods presented. The pro forma information includes the pro forma adjustments described in the accompanying notes to the unaudited pro forma condensed consolidated financial statements. The unaudited pro forma condensed consolidated financial statements have been prepared by the management of the Company and Duke City Video based upon the historical information included herein and other financial information. These pro forma statements do not purport to be indicative of the results of operations or financial position which would have occurred had the disposition been made at the beginning of the periods or as of the date indicated or of the financial position or results of operations which may be obtained in the future. Matthews Studio Equipment Group and Subsidiaries Pro Forma Condensed Consolidated Statements of Operations For the Year Ended September 30, 1999 (in thousands, except per share data)
Company Pro Forma Pro forma Historical Adjustment (1) Adjusted ----------- --------------- ---------- Revenues from rental operations $ 39,434 ($11,627) $ 27,807 Net product sales 20,368 (254) 20,114 -------- ------- -------- 59,802 (11,881) 47,921 Costs and expenses: Cost of rental operations 25,908 (10,269) 15,639 Cost of sales 16,808 (114) 16,694 Selling, general and administrative 32,155 (8,579)(3) 23,576 Interest 7,634 (1,783)(2) 5,851 -------- ------- -------- 82,505 (20,745) 61,760 Loss before income taxes (22,703) 8,864 (13,839) Income taxes benefits (2,531) 287 (2,244) -------- ------- -------- Net loss $(20,172) $ 8,577 $(11,595) ======== ======= ======== Net loss per common share, Basic and Diluted ($2.17) ($1.25) ======== ======== Weighted average number of common shares outstanding, basic and diluted. 9,305 9,305 ======== ========
The accompanying notes are an integral part of these consolidated financial statements. Matthews Studio Equipment Group and Subsidiaries Pro Forma Condensed Consolidated Statements of Operations For the Three Months Ended December 31, 1999 (in thousands, except per share data)
Company Pro forma Pro forma Historical Adjustment (1) Adjusted ------------- ------------ ------------ Revenues from rental operations $ 11,054 $ (3,152) $ 7,902 Net product sales 4,595 (24) 4,571 ------------- ------------ ------------ 15,649 (3,176) 12,473 Costs and expenses: Cost of rental operations 7,023 (2,678) 4,345 Cost of sales 3,873 (16) 3,857 Selling, general and administrative 4,296 (902) 3,394 Interest 2,391 (430)(2) 1,961 ------------- ------------ ------------ 17,583 (4,026) 13,557 Loss before income taxes (1,934) 850 (1,084) Provision (benefit) for income taxes - - - ------------- ------------ ------------ Net Loss $ (1,934) $ 850 $ (1,084) ============= ============ ============ Net Loss per common share, basic and diluted ($0.19) ($0.11) ============= ============ Weighted average number of common share outstanding, basic and diluted 9,994 9,994 ============= ============ The accompanying notes are an integral part of these consolidated financial statements.
Matthews Studio Equipment Group and Subsidiaries Notes to Pro Forma Condensed Consolidated Statements of Operations 1. The accompanying Pro Forma Adjustments represent the sale of Duke City Video's assets as if such sale had occurred at the beginning of each period presented. The Pro Forma Adjusted statements of operations exclude the $376,000 gain from sale of Duke City Video. 2. The interest expense recorded by Duke City Video included $225,000 and $955,000 for the three months ended December 31, 1999 and twelve months ended September 30, 1999, respectively, allocated by the parent company. 3. Selling, general and administrative expenses recorded by Duke City Video during the year ended September 30, 1999 included a $4,541,000 non-recurring and non-cash charge related to the write-down of certain long-term assets, including fixed assets and goodwill. Matthews Studio Equipment Group and Subsidiaries Pro Forma Condensed Consolidated Balance Sheets December 31, 1999 ($ in thousands)
Pro forma Company ----------------------------- Historical Adjustments Adjusted ---------- ------------- ---------- ASSETS: Current Assets: Cash and cash equivalents $ 442 $ --- $ 442 Accounts receivable, net 8,157 --- 8,157 Current portion of net investment in leases 255 --- 255 Inventories 3,688 --- 3,688 Prepaid expenses and other current assets 745 --- 745 --------- ---------- ---------- Total current assets 13,287 --- 13,287 Property, plant and equipment 89,267 (19,802) 69,465 Less accumulated depreciation (36,587) 8,531 (28,056) --------- ---------- ---------- Net property, plant and equipment 52,680 (11,271) (1) 41,409 Investment in leases, less current portion 135 --- 135 Other assets 24,887 --- 24,887 --------- ---------- ---------- Total assets $ 90,989 $ (11,271) $ 79,718 ========= ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY: Current liabilities: Accounts payable $ 10,785 $ (3,176) $ 7,609 Accrued liabilities 4,623 --- 4,623 Current portion of long-term debt and capital lease obligations 5,185 (1,815) 3,370 --------- ---------- ---------- Total current liabilities 20,593 (4,991) (1) 15,602 Long-term debt and capital leases 84,997 (6,280) (1) 78,717 Shareholders' equity: Preferred stock --- --- --- Common stock 12,036 --- 12,036 Retained earnings (26,637) --- (26,637) --------- ---------- ---------- Total shareholders' equity (14,601) --- (14,601) --------- ---------- ---------- Total liabilities and shareholders' equity $ 90,989 $ (11,271) $ 79,718 ========= ========== ==========
The accompanying notes are an integral part of these consolidated financial statements. Matthews Studio Equipment Group and Subsidiaries Notes to Pro Forma Condensed Consolidated Balance Sheets 1. To record Duke City Video's assets sale and related liabilities. 2. The accompanying unaudited pro forma condensed consolidated financial statements exclude the $376,000 gain from the Duke City Video's assets sale. -----END PRIVACY-ENHANCED MESSAGE-----