SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
[X] THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to __________
Commission File Number: 333-30753
WILLSCOT EQUIPMENT, LLC
(Exact name of Registrant as specified in its Charter)
Delaware 52-2037040
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8211 Town Center Drive 21236
Baltimore, Maryland (Zip Code)
(Address of principal executive offices)
(410) 931-6000
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year -
if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes No X
--- ---
The Registrant is a wholly-owned subsidiary of Williams Scotsman, Inc.,
a Maryland corporation. The Registrant meets the conditions set forth in General
Instructions (1) (a) and (b) of Form 10-Q and is therefore filing the Form 10-Q
with the reduced disclosures format.
<PAGE>
WILLSCOT EQUIPMENT, LLC
INDEX
FORM 10-Q
PART I - FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
Balance Sheet at September 30, 1997 1
Statements of Operations for the period from
May 22, 1997 to September 30, 1997 and for the
three months ended September 30, 1997 2
Statement of Cash Flows for the period from
May 22, 1997 to September 30, 1997 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 4
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 5
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
WILLSCOT EQUIPMENT, LLC
Balance Sheet
September 30, 1997
(Unaudited)
(dollars in thousands)
Assets
------
Rental equipment, at cost $ 332,427
Less accumulated depreciation 45,510
----------
Net rental equipment 286,917
----------
Other assets 1,370
----------
$ 288,287
==========
Liabilities and Stockholder's Equity
------------------------------------
Due to parent $ 16,401
Other liabilities 1,408
----------
17,809
----------
Stockholder's equity 270,478
----------
$ 288,287
==========
See accompanying notes to consolidated financial statements.
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<PAGE>
WILLSCOT EQUIPMENT, LLC
Statements of Operations
(Unaudited)
Period from
Three months ended May 22, 1997 to
September 30, 1997 September 30, 1997
------------------ ------------------
(dollars in thousands)
Revenues:
Leasing $ 8,212 $ 13,421
Other 276 348
-------- ---------
Total revenues 8,488 13,769
-------- ---------
Expenses:
Management fee expense 3,998 6,518
Depreciation expense 4,366 7,127
Interest expense 124 124
-------- ---------
Total expense 8,488 13,769
-------- ---------
Net earnings $ -- $ --
======== =========
See accompanying notes to consolidated financial statements.
-3-
<PAGE>
WILLSCOT EQUIPMENT, LLC
Statement of Cash Flows
Period from May 22, 1997 to September 30, 1997
(Unaudited)
(dollars in thousands)
Cash flows from operating activities:
Net earnings $ --
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation 7,127
Increase in other assets (1,370)
Increase in amount due to parent 16,401
Increase in other liabilities 1,408
----------
Net cash provided by operating activities 23,566
Cash flows from investing activities:
Rental equipment additions (23,566)
----------
Net increase in cash --
Cash at beginning of period --
----------
Cash at end of period $ --
==========
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<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Willscot Equipment, LLC (Willscot or the Company) was formed on May 22, 1997
as a wholly-owned special purpose subsidiary of Williams Scotsman, Inc.
(Scotsman). The Company was formed to hold certain rental equipment units for
which Scotsman has not been able to perfect a first priority lien to secure
Scotsman's obligations under its credit facility. All of the assets of Willscot
are leased to Scotsman under a master lease agreement, which, in turn, re-leases
such assets to third parties. Additionally, Willscot has entered into a
management agreement with Scotsman whereby it pays a fee to Scotsman in an
amount equal to the rental income (net of depreciation expense and interest paid
to Scotsman on intercompany balances) it earns from Scotsman. The Company has no
other income or expense and, therefore, earns no net income.
The Company acts as a full, unconditional and joint and several subordinated
guarantor of Scotsman's 9 7/8% Senior Notes. Its operations are limited to the
leasing of its assets to Scotsman and issuing the guarantee.
-5-
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
None
(b) Reports on Form 8-K.
None
-6-
<PAGE>
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.
WILLSCOT EQUIPMENT, LLC
By: Williams Scotsman, Inc.
its Member
By: /s/ Gerard E. Keefe
-------------------
Gerard E. Keefe
Senior Vice President and Chief Financial Officer
Dated: November 14, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Capacity Date
---- -------- ----
<S><C>
/s/ Gerard E. Keefe Senior Vice President and November 14, 1997
- -------------------------------- Chief Financial Officer of Member
Gerard E. Keefe Of Registrant
/s/ Katherine K. Giannelli Vice President and Controller November 14, 1997
- --------------------------------- of Member of Registrant
Katherine K. Giannelli
</TABLE>
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 332,427
<DEPRECIATION> 45,510
<TOTAL-ASSETS> 288,287
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 270,478
<TOTAL-LIABILITY-AND-EQUITY> 288,287
<SALES> 13,769
<TOTAL-REVENUES> 13,769
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,364
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 124
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
