-----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, Gfso5UsLTMwUn29JfVM8BOL8MaV9pNsfaIFCLuWBw8LfU9eAHevCnrAjzHpJgNn4 rV5D9ri/dAAp2bMo0c4PKw== 0000898430-01-501621.txt : 20010808 0000898430-01-501621.hdr.sgml : 20010808 ACCESSION NUMBER: 0000898430-01-501621 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010531 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010807 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: 1934 Act SEC FILE NUMBER: 000-18102 FILM NUMBER: 1699752 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 d8ka.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) May 31, 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 April 19, 2001, Four Star Lighting, Inc. ("Four Star") which is a subsidiary of Matthews Studio Equipment Group (the "Company") signed an Asset Purchase Agreement with Four Star Acquisition Company, LLC (the "Buyer") to sell Four Star's operation for $12.65 million. The transaction is a sale of assets, with the Buyer assuming only specified liabilities. The transaction was reached through arms' length negotiation. The Company reported its entry into the Asset Purchase Agreement in the Company's Form 8-K report filed on May 2, 2001. The parties completed this transaction on May 31, 2001, with Four Star receiving $12.65 million in cash on closing as the purchase price. In connection with the closing, Four Star and the Buyer entered into a First Amendment to Asset Purchase Agreement on May 31, 2001. The amendment concerns the assignability of the Asset Purchase Agreement. 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. 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: August 1, 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 six months ended March 31, 2001, and the unaudited pro forma condensed consolidated balance sheet of March 31, 2001, give effect to the sale by Matthews Studio Equipment Group (the Company) of its subsidiary, Four Star Lighting, 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 this subsidiary, 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 Four Star Lighting, 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. Matthews Studio Equipment Group and Subsidiaries (Debtors-In-Possession) Pro Forma Condensed Consolidated Balance Sheets March 31, 2001 ($ in thousands)
Company Pro forma -------------------------------- Historical Adjustments Adjusted ----------------- -------------- -------------- ASSETS: Current Assets: Cash and cash equivalents $ 15,628 $ - $ 15,628 Accounts receivable, net 1,495 (463) 1,032 Current portion of net investment in leases 197 - 197 Prepaid expenses and other current assets 41 (22) 19 --------------- ------------- ------------- Total current assets 17,361 (485) (1) 16,876 Property, plant and equipment 20,489 (20,531) (42) Less accumulated depreciation (5,986) 6,357 371 --------------- ------------- ------------- Net property, plant and equipment 14,503 (14,174) (1) 329 Other assets 5,536 5,536 --------------- ------------- ------------- Total assets $ 37,400 $ (14,659) $ 22,741 =============== ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY: Current liabilities: Accounts payable $ - $ - $ - Accrued liabilities 269 (226) 43 Current portion of long-term debt and capital lease obligations 86 - 86 Prepetition liabilities subject to compromise 94,063 (12,650) 81,413 --------------- ------------- ------------- Total current liabilities 94,418 (12,876) (1) 81,542 Shareholders' equity (Accumulated deficit): Preferred stock - - - Common stock 9,210 - 9,210 Accumulated deficit (66,228) (1,783) (68,011) --------------- ------------- ------------- Total shareholders' equity (57,018) (1,783) (1) (58,801) --------------- ------------- ------------- Total liabilities and shareholders' equity $ 37,400 $ (14,659) $ 22,741 =============== ============ =============
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 Four Star Lighting, Inc. asset sale and related liabilities. Matthews Studio Equipment Group and Subsidiaries (Debtors-In-Possession) Pro Forma Condensed Consolidated Statements of Operations For the Six Months Ended March 31, 2001 (in thousands, except per share data)
Company Pro Forma Pro forma Historical Adjustment (1) Adjusted --------------- ---------------- -------------- Revenues from rental operations $ 8,937 $ (5,767) $ 3,170 Net product sales 873 (480) 393 --------------- ---------------- -------------- 9,810 (6,247) 3,563 Costs and expenses: Cost of rental operations 5,459 (2,941) 2,518 Cost of sales 535 (284) 251 Selling, general and administrative 3,310 (902) 2,408 Interest, net 11 - 11 Reorganization items: Professional fees 4,160 - 4,160 Facilities closing cost, net 8,479 - 8,479 Interest income on short-term investments (29) - (29) ------------- -------------- ------------ 21,925 (4,127) 17,798 Income (loss) before income taxes (12,115) 2,120 (14,235) Provision (benefit) for income taxes - - - --------------- ---------------- -------------- Net income (loss) $ (12,115) $ 2,120 $ (14,235) =============== ================ ============== Net income (loss) per common share, basic and diluted ($1.21) ($1.42) =============== ============== 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 $ (9,111) $ 21,172 Net product sales 9,329 (1,297) 8,032 -------------- --------------- --------------- 39,612 (10,408) 29,204 Costs and expenses: Cost of rental operations 19,467 (4,852) 14,615 Cost of sales 7,977 (941) 7,036 Selling, general and administrative 31,062 (13,922) 17,140 Interest, net 5,601 - 5,601 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 (19,715) 49,067 Loss before income taxes (29,170) 9,307 (19,863) Income taxes benefits - - - -------------- --------------- --------------- Loss from operations $ (29,170) $ 9,307 $ (19,863) ============== =============== =============== Loss from operations: Basic and Diluted ($2.92) ($1.99) ============== =============== 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 Four Star Lighting, Inc. assets as if such sale had occurred at the beginning of each period presented. The Pro Forma Adjusted statements of operations exclude $1,783,000 loss from the sale of assets of this subsidiary. -----END PRIVACY-ENHANCED MESSAGE-----