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
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(Exact name of registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation)
0-18102 95-1447751
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(Commission file number) (I.R.S. Employer Identification Number)
3111 North Kenwood Street, Burbank, CA 91505
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(Address of principal executive office) (Zip Code)
(818) 525-5200
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(Registrant's telephone number, including area code)
N/A
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(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
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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.