8-K/A 1 0001.txt FORM 8-K/A 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 23, 2001 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 December 5, 2000, Matthews Studio Equipment Group (the "Company") and certain of its subsidiaries (Hollywood Rental Company, LLC, HDI Holdings, Inc. and Matthews Studio Sales, Inc.) signed an Asset Purchase Agreement with Hollywood Rentals Production Services, LLC (the "Buyer") to sell the Company's Hollywood Rentals, HDI, ESS, Olesen and Four Star West operations for $17 million. The Company reported its entry into the Asset Purchase Agreement in a Form 8-K report filed on December 13, 2000. The parties completed this sale transaction on January 23, 2001, with the sellers receiving $14.5 million in cash on closing as the purchase price. The Asset Purchase Agreement as originally entered into by the parties provided for a purchase price of $17 million, payable $13 million in cash on closing and $4 million in subordinated notes. The notes would have been payable over five years and subordinated to the Buyer's obligations to its lender. The parties subsequently agreed that the sellers could elect to receive an additional $1.5 million in cash in lieu of the subordinated notes, and the sellers opted for the all cash purchase price. Closing conditions included, among other things, the approval by the United States Bankruptcy Court, Central District of California, San Fernando Valley Division (the "Court"). The Court granted its approval of the transaction, including specifically the sellers' option to receive $1.5 million in cash in lieu of the subordinated notes, on January 4, 2001, in an order entered by the Court on that date. Item 7. Financial Statements and Exhibits (b) Pro forma financial information (unaudited) Pro forma condensed consolidated financial data related to the disposition of certain subsidiaries is located at addendum 1. 2 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: April 9, 2001 By: /s/ Ellen Gordon ----------------- Ellen Gordon Estate Representative Addendum 1 Pro forma financial data The following unaudited pro forma condensed consolidated statements of operations for the year ended September 30, 2000, and the three months ended December 31, 2000, and the unaudited pro forma condensed consolidated balance sheet of December 31, 2000, give effect to the sale by Matthews Studio Equipment Group (the Company) of certain of its subsidiaries (Hollywood Rental Company, LLC, HDI Holdings, Inc. and Matthews Studio Sales, Inc.) 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 these subsidiaries, as if the disposition had occurred at the beginning of the period 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 Hollywood Rental Company, LLC, HDI Holdings, Inc. and Matthews Studio Sales, Inc. 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. 3 Matthews Studio Equipment Group and Subsidiaries (Debtors-In-Possession) Pro Forma Condensed Consolidated Balance Sheets December 31, 2000 ($ in thousands)
Pro forma Company ------------------------------- Historical Adjustments Adjusted ---------- ---------------- ---------- ASSETS: Current Assets: Cash and cash equivalents $ 3,312 $ - $ 3,312 Accounts receivable, net 4,688 (2,836) 1,852 Current portion of net investment in leases 237 - 237 Inventories 1,462 (1,368) 94 Prepaid expenses and other current assets 313 (120) 193 -------- --------- ------- Total current assets 10,012 (4,324)(1) 5,688 Property, plant and equipment 67,533 (46,840) 20,693 Less accumulated depreciation (32,937) 27,400 (5,537) -------- --------- ------- Net property, plant and equipment 34,596 (19,440)(1) 15,156 Other assets 5,594 - 5,594 -------- --------- ------- Total assets $ 50,202 $ (23,764) $ 26,438 ======== ========= ======= LIABILITIES AND SHAREHOLDERS' EQUITY: Current liabilities: Accounts payable $ 220 $ - $ 220 Accrued liabilities 328 (150) 178 Current portion of long-term debt and capital lease obligations 85 - 85 Prepetition liabilities subject to compromise 95,549 (14,500) 81,049 -------- --------- ------- Total current liabilities 96,182 (14,650)(1) 81,532 Shareholders' equity (Accumulated deficit): Preferred stock - - - Common stock 9,210 - 9,210 Accumulated deficit (55,190) (9,114) (64,304) -------- -------- ------- Total shareholders' equity (45,980) (9,114)(1) (55,094) -------- -------- ------- Total liabilities and shareholders' equity $ 50,202 $ (23,764) $ 26,438 ======= ======== ======= The accompanying notes are an integral part of these consolidated financial statements.
Matthews Studio Equipment Group and Subsidiaries (Debtors-In-Possession) Notes to Pro Forma Condensed Consolidated Balance Sheets 1. To record Hollywood Rental Company, LLC, HDI Holdings, Inc. and Matthews Studio Sales, Inc. assets sale and related liabilities. Matthews Studio Equipment Group and Subsidiaries (Debtors-In-Possession) Pro Forma Condensed Consolidated Statements of Operations For the Three Months Ended December 31, 2000 (in thousands, except per share data)
Company Pro Forma Pro forma Historical Adjustment(1) Adjusted ----------- --------------- ----------- Revenues from rental operations $ 6,323 $ (4,007) $ 2,316 Net product sales 689 (369) 320 --------- --------- --------- 7,012 (4,376) 2,636 Costs and expenses: Cost of rental operations 3,787 (2,528) 1,259 Cost of sales 455 (239) 216 Selling, general and administrative 2,259 (1,489) 770 Interest, net 8 Reorganization items: Professional fees 1,483 - 1,483 Facilities closing cost, net 64 78 142 Interest income on short-term investments (14) - (14) --------- -------- ------ 8,042 (4,178) 3,856 Income (loss) before income taxes (1,030) (198) (1,220) Provision (benefit) for income taxes - - - --------- ------- ------ Net income (loss) $ (1,030) $ (198) $ (1,220) ========= ======== ======= Net income (loss) per common share, basic and diluted ($0.10) ($0.12) ========= ======= Weighted average number of common share outstanding, basic and diluted 9,997 9,997 ========= =======
The accompanying notes are an integral part of these consolidated financial statements. Matthews Studio Equipment Group and Subsidiaries (Debtors-In-Possession) Pro Forma Condensed Consolidated Statements of Operations For the Year Ended September 30, 2000 (in thousands, except per share data)
Company Pro Forma Pro forma Historical Adjustment(1) Adjusted ------------- -------------- ---------- Revenues from rental operations $ 30,283 $ (17,117) $ 13,166 Net product sales 9,329 (5,413) 3,916 --------- ----------- --------- 39,612 (22,530) 17,082 Costs and expenses: Cost of rental operations 19,467 (10,681) 8,786 Cost of sales 7,977 (4,312) 3,665 Selling, general and administrative 31,062 (14,377) 16,685 Interest, net 5,601 73 5,674 Reorganization items: Professional fees 3,454 - 3,454 Facilities closing cost, net 1,255 - 1,255 Interest income on short-term investments (34) - (34) --------- ----------- --------- 68,782 (29,297) 39,485 Income before income taxes (29,170) 6,767 (22,403) Income taxes benefits - - - --------- ----------- --------- Income from operations $ (29,170) $ 6,767 $ (22,403) ========= =========== ========= Income from operations: Basic and Diluted $ (2.92) $ (2.24) ========= ========= Weighted average number of common shares outstanding, basic and diluted. 9,997 9,997 ========= ========= The accompanying notes are an integral part of these consolidated financial statements.
Matthews Studio Equipment Group and Subsidiaries (Debtors-In-Possession) Notes to Pro Forma Condensed Consolidated Statements of Operations (1) The accompanying Pro Forma Adjustments represent the sale of Hollywood Rental Company, LLC, HDI Holdings, Inc. and Matthews Studio Sales, Inc. assets as if such sale had occurred at the beginning of each period presented. The Pro Forma Adjusted statements of operations exclude the $9,114,000 loss from the sale of the assets of these subsidiaries.