<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 26, 2000.
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: 333-31187
W.R. CARPENTER NORTH AMERICA, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1049647
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7433 North First Street
Suite 103
Fresno, CA 93720
(Address of principal executive offices and zip code)
(559) 353-3950
(Registrant's telephone number, including area code)
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 [ X
] No [ ]
At May 10, 2000 there were 55,000 shares of Class A common stock, $1.00
par value, and 5,000 shares of Class B common stock, $1.00 par value,
of the registrant issued and outstanding.
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<TABLE>
<CAPTION>
PART I- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
Mar 26 Mar 28 Jun 27
2000 1999 1999
(unaudited) (unaudited) (audited)
---------- ----------- ---------
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $13,865 $30,984 $13,328
Accounts receivable (net of allowance for doubtful 48,864 31,548 41,817
accounts of $521, $551, and $618, respectively)
Inventories 64,796 43,117 38,748
Prepaid expenses and other 9,474 1,108 2,345
Prepaid income taxes 1,156 ------ 1,300
Deferred income taxes 1,479 1,790 1,448
---------- ----------- ----------
Total current assets 139,634 108,547 98,986
Property, plant and equipment, net 120,495 101,470 115,007
Other assets 8,573 12,987 10,027
---------- ---------- ----------
Total assets $268,702 $223,004 $224,020
========== ========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable $37,209 $26,217 $26,833
Other accrued expenses 12,657 16,278 9,186
Current portion of long-term debt 29,140 6,364 8,258
---------- ---------- ----------
Total current liabilities 79,006 48,859 44,277
Senior Subordinated Notes Payable 104,655 104,607 104,619
Long-term debt, net of current portion 61,209 31,475 37,729
Other long-term liabilities 4,303 7,211 4,304
Deferred income taxes 581 1,356 4,698
---------- ---------- ----------
Total liabilities 249,754 193,508 195,627
---------- ---------- ----------
Commitments and contingencies
Stockholder's equity
Common stock 60 60 60
Preferred stock 25 25 25
Additional paid-in capital 8,767 8,767 8,767
Cumulative currency translation adjustment (CTA) 2,084 2,084 2,084
Retained earnings (on July 3, 1994 a deficit of
$31,395 was 8,012 18,560 17,457
eliminated due to a subsidiary's
quasi-reorganization)
---------- ---------- ----------
18,948 29,496 28,393
----------------- ----------------- ----------------
Total liabilities and stockholder's equity $268,702 $223,004 $224,020
================= ================= ================
See accompanying notes to condensed consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION>
W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per-share data)
(unaudited)
Three Months Ended Nine Months Ended
Mar 26 Mar 28 Mar 26 Mar 28
2000 1999 2000 1999
--------- ------- -------- --------
<S> <C> <C> <C> <C>
Revenues
Equipment sales
New $53,402 $36,347 $133,765 $108,658
Used 4,541 1,740 10,099 4,771
Rental and services 11,061 9,598 34,539 28,570
------- ------- -------- --------
Total revenues 69,004 47,685 178,403 141,999
------- ------- -------- --------
Cost of Revenues
Equipment sales
New 46,250 27,045 112,004 79,732
Used 3,288 1,201 8,844 3,164
Rental and services 8,770 6,714 24,861 18,370
------- ------- -------- --------
Total cost of revenues 58,308 34,960 145,709 101,266
------- ------- -------- --------
Gross profit
Equipment sales
New 7,152 9,302 21,761 28,926
Used 1,253 539 1,255 1,607
Rental and services 2,291 2,884 9,678 10,200
-------- ------- -------- --------
Total gross profit 10,696 12,725 32,694 40,733
-------- ------- -------- --------
Operating expenses
Selling, general and administrative 10,968 8,248 30,007 22,512
Product liability 360 260 1,080 1,130
Research and development 1,509 2,673 4,420 6,848
-------- ------- -------- --------
Total operating expenses 12,837 11,181 35,507 30,490
-------- ------- -------- --------
Income/(loss) from operations (2,141) 1,544 (2,813) 10,243
Other income/(expense)
Interest expense, net (4,654) (3,278) (12,684) (8,729)
Other income/(expense) (106) (16) (314) 18
-------- ------- -------- --------
Income/(loss) before income taxes (6,901) (1,750) (15,811) 1,532
(Provision)/benefit for income taxes 2,766 526 6,366 (613)
-------- ------- -------- --------
Net income/(loss) $(4,135) $(1,224) $(9,445) $919
======== ======= ======== ========
Net income/(loss) per common share $(68.92) $(20.40) $(157.42) $15.32
======== ======= ======== ========
Weighted average number of common shares used
to compute net income/(loss) per common share 60,000 60,000 60,000 60,000
======== ======= ======== ========
See accompanying notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
Nine Months Ended
------------------------
Mar 26 Mar 28
2000 1999
------- --------
<S> <C> <C>
Cash flows from operating activities
Net income/(loss) $(9,445) $919
------- -------
Adjustments to reconcile net income/(loss) to net cash used by operating
activities
Depreciation and amortization 13,897 9,304
Gain on disposition of property, plant and equipment (1,162) (1,607)
Changes in operating assets and liabilities
Accounts receivable (7,047) (2,923)
Inventories (26,048) (15,710)
Prepaid expenses and other assets (6,985) 1,887
Deferred income taxes, net (31) 1
Accounts payable 10,376 8,189
Accrued expenses 3,470 4,500
Other, net (3,358) (3,013)
------- -------
Total adjustments (16,888) 628
------- -------
Net cash (used)/provided by operating activities (26,333) 1,547
------- -------
Cash flows from investing activities
Additions to property, plant and equipment (27,591) (50,786)
Proceeds from disposition of assets 4,771
10,099
------- -------
Net cash used by investing activities (17,492) (46,015)
------- --------
Cash flows from financing activities
Proceeds from long-term debt 50,421 19,962
Repayment of long-term debt (6,059) (1,679)
Dividends paid 0 (6,500)
------- -------
Net cash provided by financing activities 44,362 11,783
------- -------
Net increase/(decrease) in cash and cash equivalents 537 (32,685)
Cash and cash equivalents at beginning of period 13,328 63,669
------- -------
Cash and cash equivalents at end of period $13,865 $30,984
======= =======
Supplemental disclosures of cash flow information:
Cash used for interest payments $9,838 $10,041
======= =======
Cash used for income tax payments $262 $2,625
======= =======
See accompanying notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
The accompanying fiscal year 2000 and fiscal year 1999 unaudited interim
condensed consolidated financial statements included herein have been prepared
by W.R. Carpenter North America, Inc. ("the Company"), without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. However, management
believes that the disclosures are adequate to prevent the information presented
from being misleading. These financial statements should be read in conjunction
with the financial statements and the notes thereto included in the Company's
Form 10-K, which contains financial information for the fiscal years ended June
27, 1999, June 28, 1998, and June 29, 1997. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Results of operations for the interim
periods are not necessarily indicative of the results that may be expected for a
full year.
The condensed consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries.
2. Contingencies
The Company and its subsidiaries have various product liability claims and suits
pending. The Company's policy is to defend each suit vigorously, regardless of
the amount sought in damages. Although the outcome of such litigation cannot be
predicted with certainty, it is the opinion of management, based on the advice
of legal counsel and other considerations, that all claims (with the exception
of the claim described below), legal actions, complaints and proceedings which
have been filed or are pending against the Company and its subsidiaries, as well
as possible future claims, are adequately covered by reserves or insurance, and
are not expected to have a material adverse effect on the Company's consolidated
financial position. Horizon High Reach, Inc. ("Horizon"), a wholly owned
subsidiary of the Company, has been sued for damages arising out of a traffic
accident involving a Horizon employee. The status of this legal proceeding was
reported in the Company's Form 10-K for the fiscal year ended June 27, 1999 and,
subsequent thereto, there have been no material changes in the status of such
legal proceedings. Based upon investigation to date and consultation with the
Company's insurance carrier and legal counsel, management does not believe that
the ultimate resolution of this matter will have a materially adverse effect on
the Company's financial condition, results of operations or liquidity.
<PAGE>
W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Certain statements in this Quarterly Report on Form 10-Q include forward-looking
information within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and
are subject to the "safe harbor" created by those sections. These
forward-looking statements involve certain risks and uncertainties that could
cause actual results to differ materially from those in the forward-looking
statement. Such risks and uncertainties include, but are not limited to, the
following factors: substantial leverage of the Company; industrial cyclicality;
dependence on the construction industry; consolidation of the customer base;
dependence upon major customers; risks relating to growth; significance of new
product development; the need for continual capital expenditures; competition;
product liability; insurance; availability of product components; reliance on
suppliers; foreign sales; government and environmental regulation; labor
matters; holding company structure; restrictions under debt agreements;
fraudulent conveyance; and control by the sole stockholder.
Results of Operations
The following table sets forth for the periods indicated certain historical
income statement data derived from the Company's condensed consolidated
statements of operations expressed in dollars and as a percentage of net
revenue.
<TABLE>
<CAPTION>
Three Months Ended
March 26, 2000 March 28, 1999
(Dollars in Thousands)
(Unaudited)
<S> <C> <C> <C> <C>
Revenue $69,004 100.0% $47,685 100.0%
Cost of revenue 58,308 84.5 34,960 73.3
Gross profit 10,696 15.5 12,725 26.7
Operating expenses 12,837 18.6 11,181 23.5
Operating income/(loss) (2,141) (3.1) 1,544 3.2
Interest expense, net (4,654) (6.7) (3,278) (6.9)
Other income/(expense) (106) (0.2) (16) (0.0)
Benefit for income taxes 2,766 4.0 526 1.1
Net loss (4,135) (6.0) (1,224) (2.6)
EBITDA 3,225 4.7 4,932 10.3
Depreciation and amortization 5,366 7.8 3,388 7.1
</TABLE>
Segment Operations
The Company, through its wholly-owned subsidiaries, UpRight, Inc. ("UpRight")
and Horizon, manufactures, sells, rents and services aerial work platform
equipment to a diverse customer base.
UpRight is a leading manufacturer of aerial work platforms. Horizon is a leading
industrial equipment rental, sales and service company specializing in aerial
work platforms and is a significant customer of UpRight. Sales to Horizon
accounted for approximately 6.4% and 21.2% of UpRight's revenue for the three
months ended March 26, 2000 and March 28, 1999, respectively. Sales to Horizon
accounted for approximately 10.7% and 22.4% of UpRight's revenue for the nine
months ended March 26, 2000 and March 28, 1999, respectively.
When equipment purchased from UpRight by Horizon is included in Horizon's rental
fleet, or held as sales inventory at the end of a reporting period, the gross
profit earned by UpRight on the sale of this equipment is eliminated from the
Company's consolidated Gross Profit. As Horizon's purchases of equipment for
rental fleet purposes vary by quarter, and the level of UpRight equipment held
in sales inventory by Horizon fluctuates by quarter, the resulting elimination
of Gross Profit on consolidation can cause consolidated Income/(loss) from
Operations to fluctuate on a quarterly basis.
The Company believes its results of operations for its UpRight and Horizon
subsidiaries are most meaningful when analyzed from the perspective of two
arm's-length companies. The following table sets forth for the periods indicated
certain historical consolidating income statement data derived from the
Company's condensed consolidated statements of operations expressed in dollars
and as a percentage of revenue.
<PAGE>
<TABLE>
<CAPTION>
W.R. Carpenter North America, Inc. and Subsidiaries
Consolidating Statement of Operations
Three Months Ended
March 26, 2000
(Dollars in Thousands)
(Unaudited)
--------------------------------------------------------------------------------------
Carpenter Horizon UpRight Eliminations Consolidated
--------- ------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues
New equipment sales $9,422 $47,195 $(3,215) $53,402
Used equipment sales 1,466 3,075 4,541
Rental and services 10,867 194 11,061
--------- ------- ------- -------- -------
Total revenues 21,755 50,464 (3,215) 69,004
--------- ------- ------- -------- -------
Cost of Revenues
New equipment sales 7,456 42,361 (3,567) 46,250
Used equipment sales 1,027 2,261 3,288
Rental and services 8,538 232 8,770
--------- ------- ------- -------- -------
Total cost of revenues 17,021 44,854 (3,567) 58,308
--------- ------- ------- -------- -------
Gross Profit
New equipment sales 1,966 4,834 352 7,152
Used equipment sales 439 814 1,253
Rental and services 2,329 (38) 2,291
--------- ------- ------- -------- -------
Total gross profit 4,734 5,610 352 10,696
--------- ------- ------- -------- -------
% of revenue 21.8% 11.1% (10.9%) 15.5%
Income/(loss) from Operations
Selling, general and administrative $1,181 5,380 4,407 10,968
Product liability 360 360
Research and development 1,509 1,509
--------- ------- ------- -------- -------
Total operating expenses 1,181 5,380 6,276 12,837
========= ======= ======= ======== =======
Income/(loss) from operations $(1,181) $(646) $(666) $352 $(2,141)
% of revenue (3.0%) (1.3%) (10.9%) (3.1%)
</TABLE>
<TABLE>
<CAPTION>
W.R. Carpenter North America, Inc. and Subsidiaries
Consolidating Statement of Operations
Three Months Ended
March 28, 1999
(Dollars in Thousands)
(Unaudited)
--------------------------------------------------------------------------------------
Carpenter Horizon UpRight Eliminations Consolidated
--------- --------- ------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Revenues
New equipment sales $6,722 $37,546 $(7,921) $36,347
Used equipment sales 1,740 1,740
Rental and services 9,598 9,598
--------- --------- ------- -------- -------
Total revenues 18,060 37,546 (7,921) 47,685
--------- --------- ------- -------- -------
Cost of Revenues
New equipment sales 5,207 28,336 (6,498) 27,045
Used equipment sales 1,201 1,201
Rental and services 6,714 6,714
-------- --------- ------- -------- -------
Total cost of revenues 13,122 28,336 (6,498) 34,960
-------- --------- ------- -------- -------
Gross Profit
New equipment sales 1,515 9,210 (1,423) 9,302
Used equipment sales 539 539
Rental and services 2,884 2,884
-------- --------- ------- -------- -------
Total gross profit 4,938 9,210 (1,423) 12,725
-------- --------- ------- -------- -------
% of revenue 27.3% 24.5% 18.0% 26.7%
Income/(loss) from Operations
Selling, general and administrative $1,923 3,724 2,601 8,248
Product liability 260 260
Research and development 2,673 2,673
-------- ---------- ------- -------- -------
Total operating expenses 1,923 3,724 5,534 11,181
======== ========== ======= ======== =======
Income/(loss) from operations $(1,923) $1,214 $3,676 $(1,423) $1,544
% of revenue 6.7% 9.8% 18.0% 3.2%
</TABLE>
<TABLE>
<CAPTION>
W.R. Carpenter North America, Inc. and Subsidiaries
Consolidating Statement of Operations
Nine Months Ended
March 26, 2000
(Dollars in Thousands)
(Unaudited)
--------------------------------------------------------------------------------------
Carpenter Horizon UpRight Eliminations Consolidated
--------- ------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues
New equipment sales $26,326 $120,861 $(13,422) $133,765
Used equipment sales 6,489 3,610 10,099
Rental and services 34,035 504 34,539
------- ------- ------- -------- --------
Total revenues 66,850 124,975 (13,422) 178,403
------- ------- ------- -------- --------
Cost of Revenues
New equipment sales 20,590 105,210 (13,796) 112,004
Used equipment sales 6,175 2,669 8,844
Rental and services 24,341 520 24,861
------- ------- ------- -------- --------
Total cost of revenues 51,106 108,399 (13,796) 145,709
------- ------- ------- -------- --------
Gross Profit
New equipment sales 5,736 15,651 374 21,761
Used equipment sales 314 941 1,255
Rental and services 9,694 (16) 9,678
------- ------- ------- -------- --------
Total gross profit 15,744 16,576 374 32,694
------- ------- ------- ------- --------
% of revenue 23.6% 13.3% (2.8%) 18.3%
Income/(loss) from Operations
Selling, general and administrative $3,544 14,118 12,345 30,007
Product liability 1,080 1,080
Research and development 4,420 4,420
------- ------- ------- -------- --------
Total operating expenses 3,544 14,118 17,845 35,507
======= ======= ======= ======== ========
Income/(loss) from operations $(3,544) $1,626 $(1,269) $374 $(2,813)
% of revenue 2.4% (1.0%) (2.8%) (1.6%)
</TABLE>
<TABLE>
<CAPTION>
W.R. Carpenter North America, Inc. and Subsidiaries
Consolidating Statement of Operations
Nine Months Ended
March 28, 1999
(Dollars in Thousands)
(Unaudited)
--------------------------------------------------------------------------------------
Carpenter Horizon UpRight Eliminations Consolidated
---------------- -------- -------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Revenues
New equipment sales $21,630 $112,105 $(25,077) $108,658
Used equipment sales 4,771 4,771
Rental and services 28,570 28,570
---------------- --------- -------- ------- --------
Total revenues 54,971 112,105 (25,077) 141,999
---------------- --------- ------- ------- --------
Cost of Revenues
New equipment sales 17,094 83,242 (20,604) 79,732
Used equipment sales 3,164 3,164
Rental and services 18,370 18,370
---------------- --------- ------- -------- --------
Total cost of revenues 38,628 83,242 (20,604) 101,266
---------------- --------- ------- -------- --------
Gross Profit
New equipment sales 4,536 28,863 (4,473) 28,926
Used equipment sales 1,607 1,607
Rental and services 10,200 10,200
---------------- --------- ------- -------- --------
Total gross profit 16,343 28,863 (4,473) 40,733
---------------- --------- ------- -------- --------
% of revenue 29.7% 25.7% 17.8% 28.7%
Income/(loss) from Operations
Selling, general and administrative $4,213 10,063 8,236 22,512
Product liability 1,130 1,130
Research and development 6,848 6,848
---------------- --------- ------- -------- --------
Total operating expenses 4,213 10,063 16,214 30,490
================ ========= ======= ======== ========
Income/(loss) from operations $(4,213) $6,280 $12,649 $(4,473) $10,243
% of revenue 11.4% 11.3% 17.8% 7.2%
</TABLE>
<PAGE>
Three Months Ended March 26, 2000 Compared to Three Months Ended March 28, 1999
Revenue for the three months ended March 26, 2000 was $69.0 million, an increase
of $21.3 million over revenue of $47.7 million for the three months ended March
28, 1999. The increase in revenue was mainly due to: (1) an increase of $14.4
million in sales by UpRight of new equipment to dealers other than Horizon; (2)
an increase of $3.1 million in UpRight's sales of used equipment, due to the
conversion of equipment placed with customers under "rental share" programs; (3)
an increase of $2.7 million in Horizon's sales of new equipment and (4) an
increase of $1.4 million in Horizon's rental and service revenue. The increase
in revenue was partially offset by a $0.3 million decrease in the sales of used
equipment at Horizon. The increase in Horizon's rental and service revenue is
primarily attributable to rental fleet additions subsequent to the second
quarter of fiscal 1999 and the inclusion of results from a business acquired
subsequent to the third quarter of fiscal 1999.
Gross profit for the three months ended March 26, 2000 was $10.7 million, a
decrease of $2.0 million from gross profit of $12.7 million for the three months
ended March 28, 1999. Gross margin decreased to 15.5% in the three months ended
March 26, 2000 compared to 26.7% in the three months ended March 28, 1999. The
decline in gross profit is primarily a result of manufacturing inefficiencies at
UpRight due to: (1) low volume of production in the Madera facility due to
slower than anticipated boom sales during the period; and (2) inefficiencies at
the Selma facility in producing to the higher production levels in the three
months ended March 26, 2000. In addition, UpRight experienced pricing pressures
in the third quarter. Horizon had lower rental equipment utilization and rental
rates, and higher wage and benefit costs and depreciation expense on rental
equipment for the three months ended March 26, 2000 compared to the three months
ended March 28, 1999.
Operating expenses, consisting of selling, general and administrative expense
(SG & A), product liability and research and development expense, were $12.8
million in the three months ended March 26, 2000 compared to $11.2 million for
the same period last year. SG & A expenses increased by $2.7 million to $11.0
million in the three months ended March 26, 2000 compared to the three months
ended March 28, 1999. The increase in SG & A expenses is primarily due to
increased costs from the addition of resources to support the higher activity
level at Horizon, a $0.7 million write-off of goodwill related to the closure of
one of Horizon's general rental branches, additional marketing and goodwill
amortization costs related to a business acquired subsequent to the third
quarter of fiscal 1999, as well as increased marketing and administrative costs
at UpRight, which are required to support the increased manufacturing capacity
of UpRight. As a percentage of revenue, SG & A expenses were 15.9% in the three
months ended March 26, 2000 compared to 17.3% for the three months ended March
28, 1999. Product liability expense increased by $0.1 to $0.4 million in the
three months ended March 26, 2000 compared to the three months ended March 28,
1999. Research and development expenses for the three months ended March 26,
2000 were $1.5 million, a decrease of $1.2 million compared to the three months
ended March 28, 1999. The decrease in research and development expenses is
primariy related to reduced new product development following the introduction
of the additional boom lift products in fiscal 1999.
Interest expense, net of interest income, increased to $4.7 million for the
three months ended March 26, 2000 from $3.3 million for the three months ended
March 28, 1999 due primarily to a decrease in interest income related to lower
cash balances at the Company as well as increased borrowings at Horizon.
Income tax for the three months ended March 26, 2000 was a benefit of $2.8
million compared to a benefit of $0.5 million for the three months ended March
28, 1999. The Company's effective tax rate was minus 40.1% for the three months
ended March 26, 2000 compared to 30.1% for the three months ended March 28,
1999.
Net loss for the three months ended March 26, 2000 was $4.1 million,
representing a decrease of $2.9 million from the net loss of $1.2 million for
the three months ended March 28, 1999, as a result of the factors described
above.
Nine Months Ended March 26, 2000 Compared to Nine Months Ended March 28, 1999
Revenue for the nine months ended March 26, 2000 was $178.4 million, an increase
of $36.4 million over revenue of $142.0 million for the nine months ended March
28, 1999. The increase in revenue was mainly due to: (1) an increase of $20.4
million in sales by UpRight of new equipment to non-Horizon dealers; (2) an
increase of $4.7 million in Horizon's sales of new equipment; (3) an increase of
$3.6 million in UpRight's sales of used equipment, due to the conversion of
equipment placed with customers under "rental share" programs ; (4) an increase
of $1.7 million in Horizon's sales of used equipment and (5) an increase of $5.5
million in Horizon's rental and service revenue. The increase in Horizon's
rental and service revenue is primarily attributable to rental fleet additions
subsequent to the first and second quarters of fiscal 1999 and the inclusion of
results from a business acquired subsequent to the third quarter of fiscal 1999.
Gross profit for the nine months ended March 26, 2000 was $32.7 million, a
decrease of $8.0 million from gross profit of $40.7 million for the nine months
ended March 28, 1999. Gross margin decreased to 18.3% in the nine months ended
March 26, 2000 compared to 28.7% in the nine months ended March 28, 1999. The
decline in gross profit is primarily a result of manufacturing inefficiencies at
UpRight due to: (1) ramp-up of production at the Madera facility, particularly
relating to the inexperienced work force and the need to increase the size of
the work force in the first half of the fiscal year in anticipation of higher
production levels in the second half of the fiscal year; (2) low volume of
production at the Madera facility due to slower than anticipated boom sales; (3)
delays in bringing on-line the continuous flow paint facility in Madera, which
only became operational on all lines late in the second quarter; (4) parts
shortages, primarily the result of certain vendors' inability to supply quality
parts on time, as well as parts availability problems resulting from changes
which were initiated while attempting to improve the inventory management
process and performance; and (5) inefficiencies at the Selma facility in
producing to the higher production levels in the three months ended March 26,
2000. In addition, UpRight experienced pricing pressures in the second and third
quarters. In the second quarter, Horizon experienced negative margins on used
equipment sales as it sold certain boom lifts and forklifts at a loss. The net
loss on these certain boom lifts and forklifts was approximately $1.1 million.
All of these certain boom lifts and forklifts that were identified to be sold
have been sold or accounted for, and it is not anticipated to affect future
quarters. In addition, Horizon had lower rental equipment utilization and rental
rates, and higher wage and benefit costs and depreciation expense on rental
equipment for the nine months ended March 26, 2000 compared to the nine months
ended March 28, 1999.
Operating expenses, consisting of selling, general and administrative expense
(SG & A), product liability and research and development expense, were $35.5
million in the nine months ended March 26, 2000 compared to $30.5 million for
the same period last year. SG & A expenses increased by $7.5 million to $30.0
million in the nine months ended March 26, 2000 compared to the nine months
ended March 28, 1999. The increase in SG & A expenses is primarily due to
increased costs from the addition of resources to support the higher activity
level at Horizon, additional marketing and goodwill amortization costs related
to a business acquired subsequent to the third quarter of fiscal 1999, a $0.7
million write-off of goodwill related to the closure of one of Horizon's general
rental branches, a one-time charge at Horizon of $0.4 million related to
recourse on a sale from a prior year, as well as increased marketing and
administrative costs at UpRight, which are required to support the increased
manufacturing capacity of UpRight following the ramp-up of production at the
Madera facility. As a percentage of revenue, SG & A expenses were 16.8 in the
nine months ended March 26, 2000 compared to 15.9% for the nine months ended
March 28, 1999. Product liability expense decreased by $0.1 million in the nine
months ended March 26, 2000 compared to the nine months ended March 28, 1999.
Research and development expenses for the nine months ended March 26, 2000 were
$4.4 million, a decrease of $2.4 million compared to the nine months ended March
28, 1999. The decrease in research and development expenses is primarily related
to reduced new product development following the introduction of the additional
boom lift products in fiscal 1999, as well as $0.3 million which had previously
been expensed, but was subsequently recovered as a result of a favorable sales
tax ruling.
Interest expense, net of interest income, increased to $12.7 million for the
nine months ended March 26, 2000 from $8.7 million for the nine months ended
March 28, 1999 due primarily to a decrease in interest income related to lower
cash balances at the Company as well as increased borrowings at Horizon.
Income tax for the nine months ended March 26, 2000 was a benefit of $6.4
million compared to an expense of $0.6 million for the nine months ended March
28, 1999. The Company's effective tax rate was minus 40.3% for the nine months
ended March 26, 2000 compared to 40.0% for the nine months ended March 28, 1999.
Net loss for the nine months ended March 26, 2000 was $9.4 million, representing
a decrease of $10.3 million from net income of $0.9 million for the nine months
ended March 28, 1999, as a result of the factors described above.
Capital Resources and Liquidity
The Company's cash flow requirements are for working capital, capital
expenditures and debt service.
The Company's cash balance as of March 26, 2000 was $13.9 million. This cash is
used in part to finance the capital expenditure program at UpRight and Horizon
and, in addition, is used for general corporate purposes. UpRight and Horizon
have revolving lines of credit from major financial institutions of $20.0
million and $6.3 million, respectively. As of March 26, 2000, UpRight and
Horizon had utilized $18.9 million and $0.1 million of their respective
revolving lines of credit. In addition, UpRight has available a $10.0 million
facility with a financial institution for the purchase of manufacturing
equipment during fiscal 2000. This facility had an outstanding principal balance
of $8.0 million at March 26, 2000, is interest only and will convert to a five
year lease in July 2000. Further, UpRight has available a $5.0 million facility
with a financial institution for the purchase of real estate during fiscal 2000.
This facility had an outstanding principal balance of $5.0 million at March 26,
2000, is interest only and will convert to a fifteen year loan in July 2000.
Horizon has available a $10.0 million facility with a financial institution for
the purchase of rental equipment during fiscal 2000 and the first four months of
fiscal 2001. This facility had an outstanding principal balance of $3.5 million
at March 26, 2000, is interest only and will convert to a five year term loan in
November, 2000.
The Company's working capital was $60.1 million and $54.7 million at March 26,
2000 and June 27, 1999, respectively. The increase in working capital in this
period is mainly due to an increase in inventories of $26.5 million, and offset
by increase of current portion of long term debt of $18.9.
The Company's outstanding debt was $195.0 million and $150.6 million at March
26, 2000 and June 27, 1999, respectively. The increase in outstanding debt
primarily resulted from increased use of cash by operating activities during the
nine months ended March 26, 2000. Cash and cash equivalents were $13.9 million
and $13.3 million at March 26, 2000 and June 27, 1999, respectively.
Net cash used by operating activities was $26.3 million in the nine months ended
March 26, 2000 compared to net cash provided by operating activities of $1.5
million for the nine months ended March 28, 1999. The increase in net cash used
by operating activities of $27.8 million is primarily related to: the increase
in inventories of $10.3 million; the net loss versus net income for the nine
months ended March 26, 2000 compared to the nine months ended March 28, 1999
which accounted for $10.3 million; and an increase in prepaid expenses and other
assets of $8.9 million in the nine months ended March 26, 2000 compared to the
nine months ended March 28, 1999. The increase in inventory is attributable to
UpRight building up its finished goods inventory as planned, prior to the
historically higher sales experienced in the second half of the fiscal year, and
higher levels of sales inventory at Horizon. The increase in prepaid expenses
and other assets is primarily due to notes receivable from an affiliated
re-rental company in Europe, which is promoting the use of UpRight boom lifts to
existing and new customers as part of UpRight's boom lift penetration strategy,
as well as prepaid income taxes.
Net cash used by investing activities was $17.5 million in the nine months ended
March 26, 2000 compared to $46.0 million in the nine months ended March 28,
1999. The decrease in net cash used by investing activities resulted primarily
from a decrease in cash used for the purchase of property, plant and equipment
which totaled $27.6 million for the nine months ended March 26, 2000 compared to
$50.8 million for the nine months ended March 28, 1999. Included in the nine
months ended March 28, 1999 were expenditures relating to the construction of
UpRight's Madera facility and expenditures relating to the expansion of
Horizon's rental fleet. Net cash used by investing activities in the nine months
ended March 26, 2000 was to acquire/build facilities for Horizon, buy new
manufacturing equipment for UpRight's Selma and Madera, California facilities
and upgrade Horizon's rental fleet.
Net cash provided by financing activities was $44.4 million and $11.8 million in
the nine months ended March 26, 2000 and March 28, 1999, respectively. The
change in net cash provided by financing activities is primarily the result of
increased borrowings due to increased use of cash by operating activities during
the nine months ended March 26, 2000.
The Company believes that, in addition to its cash on hand, internally generated
funds and amounts available to UpRight and Horizon under revolving credit
facilities are and will continue to be sufficient to satisfy its operating cash
requirements and planned capital expenditures. The Company may, however, require
additional capital through borrowings and equity to fund the working capital
requirements associated with higher sales levels that are capable of being
generated from the increased manufacturing capacity at the Madera and Selma
facilities of UpRight.
Seasonality
The Company's revenue and operating results historically have fluctuated from
quarter to quarter, and the Company expects that they will continue to do so in
the future. These fluctuations have been caused by a number of factors,
including seasonal purchasing patterns of UpRight's customers and seasonal
rental patterns of Horizon's customers (principally due to the effect of weather
on construction activity). The operating results of any historical period are
not necessarily indicative of results for any future period.
Year 2000
The Year 2000 ("Y2K") issue is the result of computer programs being written
using two digits (i.e. "98") rather than four (i.e. "1998") to define the
applicable year. These programs treat years as occurring between 1900 and the
end of 1999 and do not self-convert to reflect the change in the century. In
addition, February 2000 is a leap year at the end of a century, an event that
occurs only once every 400 years. If not corrected, computer applications could
fail or create erroneous results in date sensitive applications.
Each of the Company, UpRight and Horizon has undertaken a program to
understand the nature and extent of the work required to make its
respective systems Y2K compliant. These programs encompass information
systems, facilities systems, vehicles, UpRight and Horizon's products
and the readiness of UpRight and Horizon's suppliers and customers.
These programs include the following phases: identification and
assessment, compliance plan development, remediation and testing, and
contingency planning. The total cost of the Y2K project has not been
material.
Each of the Company, UpRight and Horizon has completed their Y2K programs and
believe their respective systems and products to be compliant. The Company
(including UpRight and Horizon) does not believe there to be any Y2K issue with
the products it sells, rents or services. Each of the Company, UpRight and
Horizon has written assurances from its respective suppliers to confirm this.
The Company believes that the most reasonably likely worst case Y2K scenario
would result from suppliers or other third parties failing to achieve Y2K
compliance. Depending upon the number of third parties, their identity and the
nature of the non-compliance, the Y2K issue could have a material adverse effect
on the Company's financial position or results of operations. The Y2K project
has significantly reduced the Company's level of uncertainty about the
compliance and readiness of third parties.
None of the Company, UpRight or Horizon has experienced any significant
disruptions in any of its systems as of March 26, 2000, nor has any supplier or
customer of the Company, UpRight or Horizon made any of them aware of any
significant disruptions as of the date of this report.
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
<PAGE>
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The status of certain legal proceedings was reported in the Company's
Form 10-K for the fiscal year ended June 27, 1999 and, subsequent
thereto, there have been no material changes in the status of such
legal proceedings. Such legal proceedings are also described in Note 2
to the Condensed Consolidated Financial Statements in Item 1 of this
Form 10-Q. Based upon investigation to date and consultation with the
Company's insurance carrier and legal counsel, management does not
believe that the ultimate resolution of this matter will have a
materially adverse effect on the Company's financial condition, results
of operations or liquidity.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following Exhibits are filed herewith and made
a part hereof:
Exhibit
Number Description of Document
3.1(i) (a) Certificate of Incorporation of the Registrant, as
amended.
3.1(ii) (a) Bylaws of the Registrant, as amended.
4.1 (a) Indenture, dated as of June 10, 1997, by and among
the Registrant, the Guarantors named therein and
U.S. Trust Company of California, N.A.
4.4 (a) Form of Exchange Global Note.
10.3 (a) Industrial Lease, dated February 7, 1997, between
A.L.L., a general partnership, and UpRight, Inc.
10.4 (a) Lease, entered into as of November 1995, by and
between Townview Partners, an Ohio partnership and
UpRight, Inc.
10.5 (a) Recourse Agreement, dated February 11, 1997, by and
between Horizon High Reach, Inc., and American
Equipment Leasing.
10.6 (a) Management Services Agreement, dated May 12, 1997,
by and between the Registrant and Griffin Group
International Management Ltd.
10.8 (a) Lease, dated January 1997, by and between Morris
Ragona and Joan Ragona, and Horizon High Reach, Inc.
10.9 (a) Agreement of Lease, dated January 26, 1995, by and
between Richard V. Gunner and George Andros, and
Horizon High Reach, Inc.
10.10(i) (a) Lease Agreement, executed November 10, 1989, by and
between Trussel Electric, Inc., and Up-Right, Inc.,
including Lease Extension Agreement dated
February 28, 1994, Lease Modification Agreement
dated January 26, 1994, and Notice of Option to
Renew dated May 7, 1992.
10.10(ii) (b) Lease Extension and Modification Agreement dated
September 3, 1998.
10.10(iii) (c) Lease Extension and Modification Agreement dated
October 28, 1997.
10.11 (a) Lease Agreement (undated) by and between T.T.
Templin and Horizon High Reach & Equipment Company.
10.12 (a) Agreement of Lease, dated October 15, 1992, by and
between Robert I. Selsky and Up-Right Aerial
Platforms, Assignment of Lease, dated June 1994, by
and between Up-Right, Inc., and Horizon High Reach,
Inc., and Consent to Assignment dated July 15, 1994.
10.13 (a) Lease Agreement, dated April 27, 1990, by and
between D.L. Phillips Investment Builders, Inc., and
Up-Right, Inc., together with Supplemental Agreement
to Lease, dated September 30, 1994, Assignment of
Lease, dated June 18, 1990, by and between D.L.
Phillips Investment Builders, Inc., and JMA, Ltd.,
Assignment of Lease dated June 1994, by and between
UpRight, Inc., and Horizon High Reach, Inc., and
Consent to Assignment dated July 15, 1994.
10.14 (a) Lease Renewal Agreement, dated October 19, 1992,
between Ronald W. Werner and UpRight, Inc.
10.15 (a) Lease, dated March 7, 1995, by and between BMB
Investment Group and Horizon High Reach, Inc.
10.18(i) (b) Equipment Financing Agreement, dated April 23, 1998,
between UpRight, Inc., and KeyCorp Leasing LTD.
10.18(ii) (e) Promissory Note of UpRight, Inc., and Security
Agreement, dated April 1, 1999, between UpRight,
Inc., and KeyCorp Leasing.
10.18(iii) (e) Promissory Note of UpRight, Inc., and Security
Agreement, dated May 4, 1999, between UpRight, Inc.,
and KeyCorp Leasing.
10.19(i) (d) Equipment Financing Agreement, dated February 26,
1999, between UpRight, Inc., and Associates
Commercial Corp.
10.19(ii) (e) Security Agreement, dated May 13, 1999, between
UpRight, Inc., and Associates Commercial Corporation.
10.19(iii) (e) Security Agreement, dated June 2, 1999, between
UpRight, Inc., and Associates Commercial Corporation.
10.19(iv) (f) Security Agreement, dated June 24, 1999, between
UpRight, Inc., and Associates Commercial Corporation.
10.20 (e) Lease Agreement, dated April 1, 1999, between FMCSR
Holding Corp., and Horizon High Reach, Inc.
10.21 (e) Lease, dated May 24, 1999, between Industrial
Boxboard Company and Horizon High Reach, Inc.
10.22(i) (f) Credit Agreement, dated August 26, 1999, between
Wells Fargo Bank, NA and Horizon High Reach, Inc.
10.22(ii) (f) Revolving Line of Credit Note of Horizon High Reach,
Inc., dated August 26, 1999.
10.22(iii) (f) Term Note of Horizon High Reach, Inc., dated August
26, 1999.
10.22(iv) (f) Term Commitment Note of Horizon High Reach, Inc.,
dated August 26, 1999.
10.22(v) (f) Foreign Exchange Agreement, dated August 26, 1999,
between Wells Fargo Bank, NA and Horizon High Reach,
Inc.
10.22(vi) (f) Security Agreement - Equipment, dated August 26,
1999, between Wells Fargo Bank, NA and Horizon High
Reach, Inc.
10.22(vii) (f) Continuing Security Agreement, dated August 26,
1999, between Wells Fargo Bank, NA and Horizon High
Reach, Inc.
10.22(viii)Subordination Agreement, dated August 26, 1999,
between Wells Fargo Bank, NA and Horizon High Reach,
Inc.
10.23(i) (f) Second Amended and Restated Business Loan Agreement
between Union Bank of California, NA and UpRight, Inc
10.23(ii) (f) Security Agreement, dated August 30, 1999, between
Union Bank of California, NA and UpRight, Inc.
10.23(iii) (f) Promissory Notes of UpRight, Inc., dated August 30,
1999.
10.23 (iv) (f) Subordination Agreement, dated August 30, 1999,
between Union Bank of California, NA and UpRight,
Inc.
10.24 Lease Agreement, dated September 1, 1999, between
Aircold Supply and UpRight, Inc.
10.24(i) Lease Agreement, dated January 25, 1999, between
Clay Development & Construction and Horizon High
Reach, Inc.
10.25 Lease Agreement, dated May 4, 2000, between
Advantage Properties, Inc. and Horizon HIgh Reach,
Inc.
27.1 Financial Data Schedule
(a) Incorporated herein by reference to the Company's Registration
Statement on Form S-4 (Reg. No. 333-31187), filed with the
Securities and Exchange Commission on July 11, 1997.
(b) Incorporated herein by reference to the Company's Annual Report
on Form 10-K for the fiscal year ended June 28, 1998, filed with
the Securities and Exchange Commission on September 28, 1998.
(c) Incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended September 27,
1998, filed with the Securities and Exchange Commission on
November 12, 1998.
(d) Incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended March 28,
1999, filed with the Securities and Exchange Commission on May
12, 1999.
(e) Incorporated herein by reference to the Company's Annual Report
on Form 10-K for the fiscal year ended June 27, 1999, filed with
the Securities and Exchange Commission on September 27, 1999.
(f) Incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended September 26,
1999, filed with the Securities and Exchange Commission on
November 10, 1999.
(b) Reports on Form 8-K. The Company filed a report on Form 8-K with
the Securities and Exchange Commission on March 26, 2000 announcing
the appointment of Ian Menzies as President of UpRight, Inc. and the
resignation of Rick Penkert as General Manager of Horizon High Reach.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
W.R. CARPENTER NORTH AMERICA, INC.
Date: May 10, 2000
By: /s/Graham Croot
Graham D. Croot
Chief Financial Officer
(Principal Financial Officer and Duly
Authorized Signatory)
<PAGE>
Index to Exhibits
Exhibit
Number Description of Document
3.1(i) (a) Certificate of Incorporation of the Registrant, as
amended.
3.1(ii) (a) Bylaws of the Registrant, as amended.
4.1(a) Indenture, dated as of June10, 1997, by and among the
Registrant, the Guarantors named therein and U.S.
Trust Company of California, N.A.
4.4 (a) Form of Exchange Global Note.
10.3 (a) Industrial Lease, dated February 7, 1997, between
A.L.L., a general partnership, and UpRight, Inc.
10.4 (a) Lease, entered into as of November 1995, by and
between Townview Partners, a Ohio partnership and
UpRight, Inc.
10.5 (a) Recourse Agreement, dated February 11, 1997, by and
between Horizon High Reach, Inc., and American
Equipment Leasing.
10.6 (a) Management Services Agreement, dated May 12, 1997, by
and between the Registrant and Griffin Group
International Management Ltd.
10.8 (a) Lease, dated January 1997, by and between Morris
Ragona and Joan Ragona, and Horizon High Reach, Inc.
10.9 (a) Agreement of Lease, dated January 26, 1995, by and
between Richard V. Gunner and George Andros, and
Horizon High Reach, Inc.
10.10(i) (a) Lease Agreement, executed November 10, 1989, by and
between Trussel Electric, Inc., and Up-Right, Inc.,
including Lease Extension Agreement dated February 28,
1994, Lease Modification Agreement dated January 26,
1994, and Notice of Option to Renew dated May 7, 1992.
10.10(ii) (b) Lease Extension and Modification Agreement dated
September 3, 1998.
10.10(iii) (c) Lease Extension and Modification Agreement dated
October 28, 1997.
10.11 (a) Lease Agreement (undated) by and between T.T. Templin
and Horizon High Reach & Equipment Company.
10.12 (a) Agreement of Lease, dated October 15, 1992, by and
between Robert I. Selsky and Up-Right Aerial
Platforms, Assignment of Lease, dated June 1994, by
and between Up-Right, Inc., and Horizon High Reach,
Inc., and Consent to Assignment dated July 15, 1994.
10.13 (a) Lease Agreement, dated April 27, 1990, by and between
D.L. Phillips Investment Builders, Inc., and Up-Right,
Inc., together with Supplemental Agreement to Lease,
dated September 30, 1994, Assignment of Lease, dated
June 18, 1990, by and between D.L. Phillips Investment
Builders, Inc., and JMA, Ltd., Assignment of Lease
dated June 1994, by and between Up-Right, Inc., and
Horizon High Reach, Inc., and Consent to Assignment
dated July 15, 1994.
10.14 (a) Lease Renewal Agreement, dated October 19, 1992,
between Ronald W. Werner and UpRight, Inc.
10.15 (a) Lease, dated March 7, 1995, by and between BMB
Investment Group and Horizon High Reach, Inc.
10.18(i) (b) Equipment Financing Agreement, dated April 23, 1998,
between UpRight, Inc., and KeyCorp Leasing LTD.
10.18(ii) (e) Promissory Note of UpRight, Inc., and Security
Agreement, dated April 1, 1999, between UpRight, Inc.,
and KeyCorp Leasing.
10.18(iii) (e) Promissory Note of UpRight, Inc., and Security
Agreement, dated May 4, 1999, between UpRight, Inc.,
and KeyCorp Leasing.
10.19(i) (d) Equipment Financing Agreement, dated February 26,
1999, between UpRight, Inc., and Associates Commercial
Corp.
10.19(ii) (e) Security Agreement, dated May 13, 1999, between
UpRight, Inc., and Associates Commercial Corporation.
10.19(iii) (e) Security Agreement, dated June 2, 1999, between
UpRight, Inc., and Associates Commercial Corporation.
10.19(iv) (f) Security Agreement, dated June 24, 1999, between
UpRight, Inc., and Associates Commercial Corporation.
10.20 (e) Lease Agreement, dated April 1, 1999, between FMCSR
Holding Corp., and Horizon High Reach, Inc.
10.21 (e) Lease, dated May 24, 1999, between Industrial Boxboard
Company and Horizon High Reach, Inc.
10.22(i) (f) Credit Agreement, dated August 26, 1999, between Wells
Fargo Bank, NA and Horizon High Reach, Inc.
10.22(ii) (f) Revolving Line of Credit Note of Horizon High Reach,
Inc., dated August 26, 1999.
10.22(iii) (f) Term Note of Horizon High Reach, Inc., dated August
26, 1999.
10.22(iv) (f) Term Commitment Note of Horizon High Reach, Inc.,
dated August 26, 1999.
10.22(v) (f) Foreign Exchange Agreement, dated August 26, 1999,
between Wells Fargo Bank, NA and Horizon High Reach,
Inc.
10.22(vi) (f) Security Agreement - Equipment, dated August 26, 1999,
between Wells Fargo Bank, NA and Horizon High Reach,
Inc.
10.22(vii) (f) Continuing Security Agreement, dated August 26, 1999,
between Wells Fargo Bank, NA and Horizon High Reach,
Inc.
10.22(viii) (f) Subordination Agreement, dated August 26, 1999,
between Wells Fargo Bank, NA and Horizon High Reach,
Inc.
10.23(i) (f) Second Amended and Restated Business Loan Agreement
between Union Bank of California, NA and UpRight, Inc
10.23(ii) (f) Security Agreement, dated August 30, 1999, between
Union Bank of California, NA and UpRight, Inc.
10.23(iii) (f) Promissory Notes of UpRight, Inc., dated August 30,
1999.
10.23 (iv) (f) Subordination Agreement, dated August 30, 1999,
between Union Bank of California, NA and UpRight, Inc.
10.24 Lease Agreement, dated September 1, 1999, between
Aircold Supply and UpRight, Inc.
10.24(i) Lease Agreement, dated January 25, 1999, between Clay
Development & Construction and Horizon High Reach, Inc.
10.25 Lease Agreement, dated May 4, 2000, between Advantage
Properties, Inc. and Horizon High Reach, Inc.
27.1 Financial Data Schedule
(a) Incorporated herein by reference to the Company's Registration
Statement on Form S-4 (Reg. No. 333-31187), filed with the
Securities and Exchange Commission on July 11, 1997.
(b) Incorporated herein by reference to the Company's Annual Report
on Form 10-K for the fiscal year ended June 28, 1998, filed with
the Securities and Exchange Commission on September 28, 1998.
(c) Incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended September 27,
1998, filed with the Securities and Exchange Commission on
November 12, 1998.
(d) Incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended March 28,
1999, filed with the Securities and Exchange Commission on May
12, 1999.
(e) Incorporated herein by reference to the Company's Annual Report
on Form 10-K for the fiscal year ended June 27, 1999, filed with
the Securities and Exchange Commission on September 27, 1999.
(f) Incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended September 26,
1999, filed with the Securities and Exchange Commission on
November 10, 1999.
<PAGE>
FOR AND IN CONSIDERATION of the mutual covenants contained in this agreement
of lease (this Lease) the parties hereto agree as follows:
1. Incorporated Terms: The following terms are incorporated by reference into
this Lease:
(a) DATE OF LEASE: May 4, 2000 (revised May 5, 2000)
(b) NAME AND ADDRESS OF LANDLORD:
Advantage Properties LLC
1915 Swarthmore Ave
Lakewood, NJ. 08701
732-364-8884
(c) NAME AND ADDRESS OF TENANT:
Horizon High Reach, Inc.
1540 East Shaw Ave. Suite 12
Fresno, CA 93710
(d) DESCRIPTION OF PREMISES:
The premises consisting of approximately 10,000 '/- square Feet
in the building (the "Building") to be constructed by Landlord
on certain land (the Land) in the City of Lakewood, State of New
Jersey, as more particularly described on Exhibit A attached
hereto. IN addition to the Premises, Tenant shall have exclusive
use of the yard area adjacent to the Building as more
particularly shown on Exhibit B (the "Yard Area")
(e) TERM OF LEASE: (5) years
Commencing on or about Nov. l, 1999 and terminating on or about
Oct 31. 2004, subject to adjustment as provided herein.
(f) PERMITTED USE: Equipment rental business and all other legal
uses incidental thereto, including, without limitation, Storage,
cleaning, maintenance light industrial, shop and Office uses.
(g) SECURITY DEPOSIT: $1O, 000.00
(h) BROKER: NONE
(i) RIDERS TO LEASE: The following riders are attached hereto
And made a part of this Lease.
1. Rent Rider
2. Additional Agreements
3. Improvement Agreement
(j) PROPORTIONATE SHAPE: 33.33%
2. Description of Premises: Landlord hereby leases to Tenant and Tenant hereby
hires from Landlord, the premises described in Section 1(d) (the "Premises").
The Premises is part of a multi- tenant building (the "Building") located on the
Land (the Land and Building and other improvements thereon, collectively, the
"Project").
3. Term: The term this Lease shall be for a term of five (5) and shall commence
on the date (the" Commencement Date") that is the later of (i) Nov 1, 1999, or
(ii) the date the Landlord delivers possession of the Premises to Tenant in the
condition required under the Improvement Agreement and Tenant has obtained the
Certificate of Occupancy (as defined Improvement Agreement). This Lease shall
expire on the date (the "Expiration Date") that five (5) years after the
Commencement Date, which is anticipated to be on Oct. 31, 2004.
4. Base Rent: Tenant shall pay to Landlord at the address set forth in Section
1(b), or to such person or at such other place as Landlord may from time to time
designate, without previous demand thereof and without counterclaim, deduction
or setof f (except as otherwise set forth in Section 11 hereof), the rent
("Base Rent") set forth on the Rent Rider annexed hereto, such Base Rent to be
payable in monthly installments as set forth on the Rent Rider in advance on the
first day of each month during the term of the Lease. The first monthly
installment of Base Rent is being paid by Tenant on execution of this Lease.
5. Net Lease: Except as otherwise provided herein, it is the intention of
Landlord and Tenant that this is a net Lease and the Base Rent shall be
absolutely net to Landlord and that Tenant shall be solely responsible for and
pay all costs for the use, operation, maintenance, care and repair of the
Premises and its proportionate share of the same with respect to the Project.
All obligations with respect to the Premises and Project payable by Tenant other
than Base Rent are additional rent under this Lease. The term "rent" means the
Base Rent and additional rent.
6. Real. 'Property Taxes:
a) Tenant shall pay to Landlord its Proportionate Share set forth
in Section 1(j) of all real property impositions during the
Term in accordance with Section 2 of the Rent Rider. As used
herein, the term "real property impositions" means (i) any
tax, assessment I or other governmental charge of any kind
which at any time during the Term may be assessed, levied,
imposed upon or become due and payable with respect to the
Project; (ii) any tax on the Landlord's right to receive, or
the receipt of rent or income from the Project, or against
Landlord's business of leasing the Project; (iii) any tax or
charge for fire protection, refuse collection, streets,
sidewalks or road maintenance or other services provided to
the Project by any governmental agency; (iv) any tax replacing
or supplementing in whole or in any part any tax previously
included within the definition of real property impositions
under this Lease; and (v) the cost of prosecuting any appeal
of the real property impositions with respect to the Project,
including attorney's fees, appraisers fees and any
administration charge of the managing agent of the Project, is
such appeal is approved by Tenant in writing. The real
property impositions payable by Tenant shall be prorated for
the fraction of the tax fiscal year included in the term.
b) If an assessment for public improvements is levied against the
Project, Landlord shall be deemed to have elected to pay such
assessment in the maximum number of installments then
permitted by law (whether or not Landlord actually so elects),
and Tenant shall pay its Proportionate Share of the
installments payable during or attributable to the Term,
together with any interest due as a result of the installment
payments. Any installment for a period during which the
Commencement Date or Expiration Date occurs shall be prorated
for the fraction of the period included in the Term.
c) Real property impositions do not include Landlord's federal or
state income, franchise, inheritance or estate taxes or any
tax, levy, assessment, charge or surcharge resulting from the
contamination of real property by any Hazardous Materials (as
defined hereinbelow), any increase in real property taxes
resulting from the sale or transfer of any of the interest of
Landlord in the Project or from construction on the Project
apart from the Building and not for the benefit of Tenant, and
(c) interest or penalties for the late payment of failure to
pay any real property impositions.
7. Insurance:
a) Throughout the Term, Tenant shall pay to the Landlord in
accordance with Section 2 of the Rent Rider its Proportionate
Share set forth in Section 1(j) of the following policies of
insurance for the Project maintained by the Landlord; (i)
insurance covering all risk of physical loss or damage to the
Building in the full amount of its replacement value
(including agreed amount endorsement), but in no event less
than the amount required by any mortgagee of the Project
("Landlord's Mortgage") (such policy shall provide protection
against all perils included within the classification of fire,
extended coverage, vandalism, malicious mischief, special
extended perils, including demolition and increased cost of
construction, water damage, sprinkler leakage and any other
perils which Landlord or Landlord's Mortgagee deems
necessary); (ii) rental income insurance in an amount equal to
one year's fixed rent of the Project, estimated real property
impositions and insurance premiums; (iii) insurance against
loss or damage by boiler or machinery or internal explosion or
breakdown of boilers, equipment or electrical appurtenances,
in any amount required by Landlord or any Landlord's
Mortgagee; (iv) insurance against breakage of all plate glass;
(v) flood hazard insurance in the amount of the full
replacement cost of the Building, or if such amount of
insurance as Landlord or any Landlord's Mortgagee may
reasonably require. All proceeds payable under any such policy
shall be paid to Landlord or Landlord's Mortgagee, as their
respective interests may appear. Tenant shall no obligation to
pay or liability for any deductible amount under any of the
foregoing policies in the event of a casualty to the Project.
b) Throughout the Term, Tenant shall procure and maintain at its
expense a policy of comprehensive public liability insurance,
including contractual liability coverage insuring Landlord and
Landlord's Mortgagee and Tenant against liability arising out
of the use, occupancy or maintenance of the Premises. The
initial amount of such insurance shall be at least
$2,000,000.00 in combined single limit with respect to injury
or death in any one accident, and at least $1,000,000.00 for
damage to property. Such amount shall be subject to periodic
increase as reasonably required by Landlord. However, the
amount of such insurance shall not limit Tenant's liability
hereunder.
(c) Each insurance policy shall name as insured Landlord and any
Landlord's Mortgagee, as their respective interests may
appear. Each policy shall contain standard mortgagee
endorsement clauses All insurance policies shall be
maintained with insurance companies authorized to
transact insurance business in the State of New Jersey
and holding a "General Policyholder's Rating" of A or
better, as set forth in the most current issue of
"Best's Insurance Guide". The original comprehensive
public liability insurance policy (or copy thereof
certified by the insurer) and certificates evidencing
other insurance Tenant is required to maintain hereunder
shall be deposited with Landlord at least ten (10) days
prior to the Commencement Date. Evidence of renewals of
all policies shall be deposited with Landlord not less
than thirty (30) days prior to the end of the term of
each such policy. Original and renewal policies or
certificates shall be accompanied by proof of payment of
the premiums thereof. Such insurance shall not be
subject to cancellation except after at least thirty
(30) days prior written notice to Landlord and
Landlord's Mortgagee and any loss shall be payable
notwithstanding any act or negligence of Tenant or
Landlord.
(d) Tenant and Landlord hereby each mutually waive their
respective rights of recovery against each other with
respect to the property damage or other loss which would
be insured against by insurance required by this Lease
or if actually insured by fire, extended coverage and
other insurance policies existing for the benefit of the
respective parties. Both parties shall obtain for each
insurance policy procured regarding the Project or any
property located thereon, an appropriate clause therein
or endorsement thereto pursuant to which the insurer
waives its subrogation rights against Landlord or
Tenant, as the case may be, with respect to any damage
occurring in, on or about the Project. If the waiver of
subrogation shall not be obtainable except at additional
charge, the party obtaining the policy shall pay the
additional charge therefor.
8. Utilities: Tenant shall pay, directly to the appropriate supplier, the cost
of all light, power, natural gas, fuel, oil, sewer service, sprinkler stand-by
service, water, telephone, refuse disposal and other utilities and services
supplied to the Premises. If any utilities or services are jointly metered with
other property, Landlord shall make a reasonable determination of Tenant's share
of the cost of such utilities and Tenant shall pay such share to Landlord in
accordance with Section 2 of the rent Rider. Landlord shall not be liable to
Tenant, and Tenant's obligations under the Lease shall not be abated, in the
event of any interruption or inadequacy of any utility or service supplied to
the Premises.
9. Use of Premises:
a) The Premises may only be used for the Permitted Use as set forth in
Section 1(f). The Premises shall not be used for retail sales except
for the retail sale of products manufactured and/or assembled on the
Premises. No part of the Premises may be used for warehousing or
storage of any Hazardous Material (as defined hereinbelow), except such
materials and substances which are necessary for the Permitted Use and
set forth on Exhibit C (the "Permitted Substances") The Permitted
Substance shall be used only in compliance with all applicable laws.
b) Notwithstanding the foregoing, Tenant shall not use or permit
the Premises to be used for (i) any unlawful purpose; (ii) in
violation of any certificate of occupancy covering the
Premises, (iii) any use which may constitute a public or
private nuisance or make voidable any insurance in force
relating to the Premises: or (iv) any purpose which creates or
produces noxious odors, smoke, fumes, emissions, noise or
vibrations (except as incidental to the Permitted Use.)
c) Tenant shall not cause or permit any overloading of the floors of the
Building. Tenant shall not install any equipment or other items upon or
through the roof, or cause openings to be made n the roof, without
Landlord's prior written consent.
d) Tenant shall be permitted to store its goods, equipment and materials
in the Yard Areas.
11. Maintenance and Repairs: (
a) Tenant shall keep and maintain the Premises including all non-structural
exterior, interior systems and equipment) in good order, condition and
repair including the service and repair to the heating and
air-conditioning system, sprinkler and irrigation systems during the
term tenant shall promptly replace any portion of the Premises or any
systems or equipment thereof which cannot be fully repaired.All repairs
and replacements shall be performed in a good and workmanlike manner.
All of Tenant's obligations to maintain and repair the Premises shall
be accomplished at Tenant's sole expense. Tenant shall also keep and
maintain the parking areas, sidewalks and landscaped areas in an
attractive and clean condition free from dirt and rubbish, and clear
the parking areas and sidewalks of accumulations of snow and ice, all
at Tenant's expense.
b) Landlord, at landlord's sole expense shall keep and maintain the roof
and structural portions of the Building (excluding the exterior doors)
and the parking lot in good order.
c) During the Term, Tenant shall procure and maintain a service contract
for the inspection, service, maintenance and repair of all heating,
ventilating and air conditioning equipment serving the Premises (the
inspection pursuant to such contract shall be made at least quarterly).
The identity of the contractor and the contract shall be subject to
Landlord's reasonable approval. Copies of reports of inspections made
hereunder shall be promptly supplied to Landlord.
12. Alterations and Improvements
a) Tenant shall not make any alterations, additions or improvements to the
Premises (the "Alterations") without Landlord's prior written consent,
except for non-structural Alterations which do not exceed $15,000.00 in
cost. In no event shall Alterations reduce the size or cubic content of
the Building or reduce the value of the Premises.Tenant shall submit to
Landlord detailed plans and specifications for Alterations requiring
Landlord's consent and reimburse Landlord for all reasonable expenses
incurred by Landlord in connection with its review thereof. Tenant shall
also provide to Landlord for its reasonable approval the identity of the
contractor Tenant proposes to employ to construct the Alterations. All
Alterations shall be accomplished in accordance with the following
conditions:
(1) Tenant shall procure all governmental permits and authorizations
for the Alterations, and obtain and provide to Landlord an official
certificate of occupancy and/or compliance upon completion of the
Alterations, if appropriate.
(2) Tenant shall arrange for extension of the general liability
insurance provided for in Section 7(b)to apply to the construction
of the Alterations. Further, Tenant or Tenant's contractor shall
procure and maintain Builders Risk Casualty Insurance in the amount
of the full replacement cost of the Alterations and statutory
Workers Compensation Insurance covering persons employed in
connection with the work. All such insurance shall conform to the
requirements of Section 7(c).
(3) Tenant shall construct the Alterations in a good and workmanlike
manner utilizing materials of first class quality and in compliance
with all laws and governmental regulations.
(b) Upon completion of the Alterations, Tenant shall provide Landlord with
"as built" sepia transparency plans of the Alterations.
(c) Alterations shall be the property of the Landlord and shall remain on
the Premises upon termination of the Lease, or, if Landlord so
requires, in writing at the time Landlord consents to the subject
Alterations, such Alterations shall be removed by Tenant on or prior to
the termination of the Lease and Tenant shall restore the Premises to
substantially its condition prior to such Alterations.
13. Covenant against Liens: Tenant shall not have any right to subject
Landlord's interest in the Project to any mechanic's lien or any other lien
whatsoever. If any mechanic's lien or other lien, charge or order for payment of
money shall be filed as a result of the act or omission of Tenant, Tenant shall
cause such lien, charge or order to be discharged or appropriately bonded within
ten (10) days after notice from Landlord thereof, and Tenant shall indemnify and
save Landlord harmless from all liabilities and costs resulting therefrom.
14. Signs: Tenant shall not place any signs on the Project without the
Landlord's prior written approval of its design, location and manner of
installation, such approval not to be unreasonably withheld. In no event shall
any sign be installed on the roof or above the parapet height of the Building.
Tenant shall remove its signs upon termination of this Lease and restore the
Project to its condition prior to installation of the signs. Tenant shall be
responsible to maintain any such sign(s) in proper repair.
15. Compliance with Law: Tenant shall take any necessary action to conform to
and comply with all laws, orders and regulations of any governmental authority,
Landlord's or Tenant's insurers, or Landlord's Mortgagee now or hereafter
applicable to the Premises or Tenant's use or occupancy. Notwithstanding the
foregoing or any other provision of this Lease to the contrary, Tenant shall
have no obligation to (i) remedy or cure any instance of noncompliance with law,
statute, ordinance or governmental rule regulation or decree (collectively,
"Laws") existing as of the Commencement Date, (ii) make or pay for (including,
without limitation, any amortized portion of the cost of) any improvements or
alterations to the Premised in order to comply with any Laws effective as of the
Commencement Date or enacted thereafter, except to the extent such improvements
and alterations are necessitated by Tenant's particular use of the Premises or
alterations requested to be made by Tenant after the Commencement Date, or (iii)
remedy , cure, or comply with any Law relating to the use, storage , or release
of Hazardous Materials unless such use, storage or release results from the acts
of Tenant or Tenant's agents , employees or contractors. Tenant shall obtain
permits, including a certificate of occupancy, necessary for Tenant's occupancy
or use of the Premises.
16. Environmental Law Compliance:
a) Subject to Section 15 hereof, Tenant shall, at Tenants sole cost
and expense, comply with Industrial Site Recovery Act, N,J.S.A.
l2:lk-6 and the regulations promulgated thereunder ("ISBA"), and
Tenant shall, at Tenant's sole cost and expense, make all submissions
to, provide all information to, and comply with all requirements of the
New Jersey Department of Environmental Protection and Energy ("NJDEPE")
If Tenant or Tenant's agents or contractors cause any spill or
discharge or hazardous substances or wastes on or about the Premises
during the Term, and the Bureau or other division of NJDEPE determines
that a cleanup plan be prepared and a cleanup be undertaken, then
Tenant shall, at Tenant's sole cost and expense, prepare and submit
the required plans and financial assurances and carry out the approved
plans. Such clean up shall be in compliance with the standard required
by NJDEPE. At no expense to Landlord, Tenant shall promptly provide all
information requested by Landlord for preparation of customary and
reasonable non-applicability affidavits and shall promptly sign such
affidavit when requested by Landlord.
b) Tenant's obligations under this Section shall survive the expiration of
this Lease.
c) Tenant shall not process, store, handle, generate, manufacture, bury
or treat any Hazardous Material (as hereinafter defined) or cause or
permit such actions at the Premises; provided, however, that Tenant
shall be permitted to store, use and properly dispose of the Permitted
Substances and smal quantities of ordinary office and janitorial
supplies, substances in cooling systems (e.g. refrigerator and
air-conditioning units) or automobiles, trucks, other mobile
equipment, generator, and other equipment with motors ordinary course
of the Permitted Use: provided they are stored, handled and disposed
of in compliance with applicable laws and comply with the minimum
quantity exemption standards under ECRA(as hereinafter defined).
d) Except as otherwise provided herein, Tenant shall not (either with
or without negligence) cause or permit the escape, disposal, discharge
or release of any Hazardous Material at the Demised Premises.
e) "Hazardous Material" means any hazardous wastes or hazardous
substances as defined in any Environmental Law which could cause1 or
constitute a health, safety or other environmental hazard to any person
or property. "Environmental Law" means any applicable federal, state or
local environmental and cleanup statues, laws, rules or regulations,
ordinances, orders, decrees and interpretations now or hereafter in
effect.
f) Tenant shall, at Tenant's own cost and expense, comply with all
Environmental Laws with respect to its tenancy under the Lease.
g) Subject to Section 15 hereof, Tenant warrants that it Standard
Industrial Classification ("SIC") Code and its operations at the
Premises do not and will not classify it as an "industrial
establishment" as defined in the New Jersey Cleanup Act.N.J.S.A.
l3: 1K-6 et seq. And the regulations thereunder (ECRA).
h) To the extent applicable to Tenant's use of the Premises and the Yard
Area, Tenant shall, at Tenant's own expense, make all submissions to
provide all information to, and comply with all requirements of, the
New Jersey Department of Environmental Protection and Energy
("NJDEPE").
i) Tenant shall indemnify, defend and save harmless Landlord from all
fines, suits, procedures, claims, actions of any kind and all
losses, damages and expenses (including, without limitation, attorneys
fees) arising out of or in any way connected with any (a) spills,
releases or discharges of Hazardous Material at the Premises which
occur as a result of the activities of Tenant or Tenant's agents or
contractors during the term of this Lease except to the extent caused
by Landlord or Landlord's agents or contractors; (b)Tenant's failure
to provide all information, make all submissions and take all actions
required pursuant to ECRA to the extent such obligations are allotted
to Tenant under this Lease; (c) Tenant's failure to obtain and deliver
to Landlord the ECRA Approval (as required herein); and/or (d)
violation of any Environmental Law by Tenant; and/or (e) breach of
any provision of this Article 16.
j) Tenant shall not be responsible or liable whatsoever with respect to
any Hazardous Material that was on, in or beneath the Premises prior to
Tenants taking possession ("Pre-Existing Hazardous Materials"), and
Landlord shall be solely responsible for and shall indemnify, protect,
defend and hold harmless Tenant from and against any and all claims,
costs, penalties, fines, losses, liabilities, attorneys' fees, damages
injuries, causes of action, judgements, taxes and expenses which arise
during or after the term of this Lease from (a) Pre-Existing Hazardous
in, on, or beneath the Premises or (b)the handling of Hazardous
Materials by Landlord or Landlord's agents or contractor at the
Project or elsewhere. This indemnification of Tenant by Landlord
includes, without limitation, any and all costs incurred in connection
with any investigation of site conditions and any cleanup,
remediation, removal or restoration work required by any federal, state
or local governmental agency or political subdivision because of
Hazardous Materials present in the soil, subsoils, groundwater or
elsewhere in, on, under or elsewhere in, on, under or about the
Premises or the Project as a result of the handling thereof by the
Landlord or its agents or contractors. This Indemnification
by Landlord shall survive the termination or expiration of this Lease.
k) Tenant agrees to fully cooperate with Landlord and provide such
documents, affidavits and information as may be requested by Landlord
(i) to comply with any Environmental Law, (ii) to comply with the
request of any lender, purchaser or tenant, and/or (iii) for any other
reason deemed necessary by Landlord in its sole discretion.
l) Tenant's failure to abide by the terms of this Article shall be
restrainable by injunction.
17. Landlord's Access: Upon 24 hours notice, Landlord and its representatives
may enter the Premises at all reasonable times (or at any time in the event of
emergency) for the purpose of inspecting the Premises, or making any repairs,
replacements or improvements or to show the Premises to prospective purchasers,
investors, encumbrancers, tenants or other parties, or for any other purpose
Landlord deems necessary. During the final six (6) months of the Term, Landlord
may place customary "For Sale" or "For Lease" signs on the premises.
18. Assignment and Subletting: The Tenant may not do any of the following
without the Landlord's written consent which shall not be unreasonably withheld:
(a) assign this Lease, (b) sublet all or any part of the Premises or (c) permit
any other person to use the Premises. In the event that the Landlord gives
consent to an assignment or subletting, such consent shall not relieve tenant or
any guarantor of this Lease of the primary obligation to comply with the terms
of this Lease and to remit all rent payments and other obligations when due. Any
consent given by the Landlord to an assignment or subletting shall be strictly
conditioned upon tenants acknowledgment of tenant's continued liability with
respect to the terms of this Lease. A subsequent reassignment of the Lease
Agreement with or without notice to the tenant will not relieve tenant or any
guarantor of this Lease of the primary obligations thereunder. Notwithstanding
any provision of this Lease to the contrary, Tenant shall have the right,
without obtaining the prior written consent of the Landlord, to (a) assign of
transfer all of any part of this Lease or to sublet all or any portion of the
Premises to (i) any parent corporation of Tenant, (ii) any subsidiary
corporation of Tenant or of Tenant's parent corporation, (iii) any entity in
which Tenant, any parent corporation holds a majority of the outstanding shares
or ownership interest, or Tenant's parent corporation with another corporation,
(b) transfer or issue shares of Tenant in connection with any financing provided
to or investment made in Tenant , or (C) issue of shares of Tenant on any
national securities exchange(as defined in the Securities Exchange Act of 1934
as amended). In addition the shareholders of Tenant shall have the right,
without obtaining the prior written consent of Landlord, to transfer the shares
of Tenant which they hold to each other, to their immediately family members, or
to any trust securities exchange (as defined in the Securities Exchange of 1934,
as amended). Any and all of the transactions permitted under this Section 18
shall not constitute an assignment, subletting or other transaction requiring
the consent of the Landlord under the provision of this Section 18.
19. Casualty: If the Project is damaged by fire or other casualty, and (i) the
insurance proceeds received by Landlord on account of such damage are sufficient
to pay for the necessary repairs, (ii) the Project can be fully repaired within
four (4) months after such casualty occurred, this Lease shall remain in effect
and Landlord shall repair the damage as soon as reasonably possible. If any of
the foregoing conditions requiring Landlord to repair the Project are not met,
Landlord may elect either to (i) k terminate this Lease; or (ii) repair the
damage as soon as reasonably possible, in which event this Lease shall remain in
full force and effect (but Tenant shall then have the right to terminate this
Lease if the Project cannot be fully repaired within four (4) months after such
casualty occurred). Landlord shall notify Tenant of its election within thirty
(30) days after Landlord receives notice of the occurrence of the casualty.
Tenant's notification, if any, shall be required within ten (10) days
thereafter. In the event this Lease shall remain in full force and effect
following a casualty, there sha1l be full abatement of the base rent and
additional rent to the extent and for such time as Tenant's use of the premises
is disrupted. Tenant waives the protection of any law which grants a Tenant the
right to terminate a lease in the event of the destruction of a leased property,
and agrees that the provisions of this paragraph shall govern in the event of
any destruction of the Building. Landlord shall not be required to repair
improvements or alterations to the Project made by Tenant.improvements or
alterations to the Project made by Tenant.
20. Condemnation: If more than twenty-five (25%) percent of the Land and/or
Building shall be taken under the power of eminent domain or sold under threat
thereof ("Condemnation") and Tenant's use of the Premises is materially
adversely affected (in the reasonable opinion of Tenant exercised in good faith)
this Lease shall terminate on the date on which title to the Premises or portion
thereof shall vest in the condemning authority. If this Lease shall remain in
effect as to the portion of the Premises not taken, Landlord shall restore the
improvements not taken as nearly as reasonably practicable to their condition
prior to the Condemnation, and the Base Rent shall be reduced proportionately in
accordance with the reduction in square foot area of the Premises following the
Condemnation. Landlord shall be entitled to receive the entire award in any
condemnation proceeding relating to the Premises, except that Tenant may assert
a separate claim to an award for its moving expenses and for fixtures and
personal property installed by Tenant at its expense. It is understood that
Tenant shall have no claim against Landlord for the value of the unexpired Term
of this Lease or any options granted under this Lease. Landlord shall not be
required to restore improvements or alterations to the Premises made by Tenant.
21. Surrender of Premises: Upon termination of the Lease, Tenant shall surrender
the Premises to Landlord broom clean, and in good order and condition, except
for ordinary wear and tear, and damage by casualty which Tenant was not
obligated to remedy under Section 19. Tenant shall remove its machinery and
equipment and repair any damage to the Premises caused by such removal. Tenant
shall not remove any power wiring or power panels, lighting or lighting
fixtures, wall coverings, blinds or other window coverings, carpets or other
floor coverings, heaters or air conditioners or fencing or gates except if
installed by Tenant and required by Landlord to be removed from the Premises in
accordance with Section 12(c). All personal property of Tenant remaining on the
Premises after Tenant's removal shall be deemed abandoned and at Landlord's
election may either be retained by Landlord or may be removed from the Premises
at Tenant's expense.
22. Holdover: In the event Tenant remains in possession of the Premises after
the expiration of the term of the Lease (the "Holdover Period"), in addition to
any damages to which Landlord may be entitled or other remedies Landlord may
have by law, Tenant shall pay to Landlord a rental for the Holdover Period at
the rate of One Hundred Twenty Five percent (125%) of the sum of (i) the annual
Base rent payable during the last lease year of the term, plus (ii) all items of
additional rent and other charges with respect to the Premises payable by Tenant
during the last Lease year of the Term. Nothing herein contained shall be deemed
to give Tenant any right to remain in possession of the Premises after the
expiration of the Term of this Lease. The sum due to Landlord hereunder shall
be payable by Tenantupon demand.
23. Events of Default: Remedies:
a) Tenant shall be in default upon the occurrence of one or more of the
following events (an "Event of Default"):
(i) Tenant fails to pay rent or any other sum of money
required to be paid by Tenant hereunder within five (5)
days after receipt of written notice from Landlord
regarding such delinquency; (ii) Tenant fails to perform
any of Tenant's non-monetary obligations under this Lease
within thirty days after written notice thereof from
Landlord (provided that if more than thirty (30) days are
required to complete such performance, Tenant shall not be
in default if Tenant promptly commences such performance
and thereafter diligently pursues its completion); (iii)
Tenant abandons the Premises for thirty (30) days or more
and fails to pay rent when due (including any applicable
notice and cure period); or (iv) Tenant makes an
assignment for the benefit of creditors, or if a petition
for adjudication of bankruptcy or for reorganization is
filed by or against Tenant and is not dismissed within
thirty (30) days, or if a receiver or trustee is appointed
for a substantial part of Tenant's property and such
appointment is not vacated within thirty (30) days.
b) On the occurrence of an Event of Default, without limiting any
other right to remedy Landlord may have, without notice or (i)
Terminate this Lease and Tenant's right to possession of the
Premises by any lawful means, in which event Tenant shall
immediately surrender possession of the Premises to Landlord.
At its option, Landlord may occupy the Premises or cause the
Premises to be redecorated, altered, divided, consolidated
with other adjoining property, or otherwise prepared for
reletting, and may relet the Premises or any part thereof for
a tern or terms to expire prior to, at the same time
subsequent to the original Expiration Date, and receive the
rent therefor, applying the sums received first to the payment
of such expenses as Landlord may have incurred in connection
with the recovery of possession, preparing for re-letting and
the re-letting itself, including brokerage and attorney's
fees, and then to the payment of damages in amounts equal to
the rent hereunder and to the cost and expense of performance
of the other covenants of Tenant under this Lease. Tenant
agrees to pay to Landlord damages equal to the rent and other
sums payable by Tenant under this Lease, reduced by the net
proceeds of the reletting, of any, as ascertained from time to
time. Tenant expressly agrees that Landlord shall not be
obligated to re-rent the Premises or take any other action to
mitigate its damages in the event Tenant is in default under
this Lease.
(ii) Permit Tenant to remain in possession of the Premises
in which event this Lease shall continue in effect. Landlord
shall be entitled to enforce all of Landlord's rights and
remedies under this Lease, including the right to receive the
rent as it becomes due under this Lease. (iii) Pursue any
remedy now or hereafter available under the laws of the
jurisdiction in which the Premises is located.
c) The remedies available to Landlord herein specified are not
intended to be exclusive and prevent Landlord from exercising
any other remedy or means of redress to which Landlord may be
lawfully entitled. In addition to other remedies provided in
this Lease, Landlord shall be entitled to restraint by
injunction of any violation or threatened violation by Tenant
of any of the provisions of this Lease. Landlord's exercise of
any right or remedy shall not prevent Landlord from exercising
any other right or remedy.
d) To the extent permitted by law, Tenant, for itself and any
person claiming through or under Tenant, waives any equity or
right of redemption provided by law.
e) Tenant agrees to pay as additional rent all attorney's fees and other
expenses incurred by Landlord in the enforcement of any of the
agreements or obligations of Tenant under this Lease.
f) Notwithstanding the foregoing, Landlord shall use best efforts to
mitigate its damages arising from any Event of Default by Tenant
hereunder.
24. Service Pee; Interest; Legal Fees:
a) Tenant's failure to pay rent promptly or make other payments required
under this Lease may cause Landlord to incur unanticipated costs, which
are impractical to ascertain. Therefore, if Landlord does not receive
any payment of Base rent, additional rent or other sums due from Tenant
to Landlord within five (5) days after receipt of written notice of the
delinquency, Tenant shall pay Landlord as additional rent a service fee
equal to five (5%) percent of the overdue amount. This service fee shall
be in addition to reasonable costs incurred by Landlord in enforcing
this Lease.
b) Any amount owed by Tenant to Landlord which is not paid when due shall
bear interest at the rate of twelve (12%) percent per annum ("Default
Interest") from the due date of such amount. The payment of Default
Interest on such amounts shall not extend the due date of any amount
owed. If the interest rate specified in this Lease shall exceed the rate
permitted by law, the Default Interest shall be deemed to be the maximum
legal interest rate permitted by law.
25. Indemnification by Tenant: Tenant shall indemnify and hold harmless Landlord
from and against all liability, claims or costs, including reasonable legal fees
arising from (1) Tenant's use of the Premises; (ii) any breach of this Lease by
Tenant; (iii) any other act or omission of Tenant; or (iv) any injury to person
or damage to property occurring on or about the Premises, except to the extent
caused by Landlord or Landlord' s agents or contractors. Tenant shall defend
Landlord against any such claim of a third party, with counsel reasonably
acceptable to Landlord. 26. Indemnification by Landlord: Landlord hereby agrees
to indemnify and hold harmless Tenant from and against any and all damage, loss,
liability or expense including but not limited to, attorneys' fees and legal
costs suffered directly or by reason of any claim, suit or judgment brought by
or in favor of any person or persons for damage, loss or expense resulting from
(i) the negligence or willful misconduct of Landlord or its employees, agents,
or contractors, (ii) any accident, injury or damage to any person or property,
occurring in and about the Project(exclusive of the
Premises) (iii)any condition that came to exist in or on the Premises before or
after the term of this Lease or (iv) any condition that came to exist at any
time on any portion of the Project, excluding the Premises; provided , however,
that the foregoing shall not be construed to make Landlord liable for loss,
damage, liability, or expense resulting from (i) a condition on the Premises
caused by Tenant or Tenant's agents, employees or contractors or (ii) a
negligent or willful act by Tenant , Tenant's agents, employees, or contractors.
The parties agree that the obligations assumed herein shall survive the
expiration or termination of this Lease.
27. Landlord's Right to Cure Tenant's Default: If Tenant fails to make any
payment or perform any act on its part to be made or performed, then Landlord,
without waiving or releasing Tenant from such obligation, may make such payment
or perform such act on Tenant's part, and the costs incurred by Landlord in
connection with such payment or performance, together with, Default Interest
thereon, shall be paid on demand by Tenant to Landlord as additional rent.
28. Waiver of Liability: Except as caused by Landlord's breach of this Lease,
negligence or willful misconduct, Landlord shall not be liable for any injury or
damage to the business, equipment, merchandise or other property of Tenant or
any of Tenant's employees or invitee or any other person on or about the
Project, resulting from any cause, including, but not limited to: (i) fire,
steam, electricity, water, gas or rain; (ii) leakage, obstruction or other
defects of pipes, sprinklers, wires, plumbing, air conditioning, boilers or
lighting fixtures; or (iii) condition of the Project.
29. Force. Majeure: If Landlord is unable to perform any of its obligations due
to events beyond Landlord's reasonable control, the time provided to Landlord
for performing such obligations shall be extended by a period of time equal to
the duration of such events, and Tenant shall not be entitled to any claim
against Landlord by reason thereof. Events beyond Landlord's reasonable control
include, but are not limited to, acts of God, war, civil commotion, labor
disputes, strikes, casualty, weather conditions, labor or material shortages, or
government regulation or restrictions.
30. Notice of Landlord's Default: Tenant shall give written notice of any
failure by Landlord to perform any of its obligations under this Lease to
Landlord and any ground lessor or Landlord's Mortgagee whose name and address
have been furnished to Tenant. Landlord shall not be in default under this Lease
unless Landlord (or such ground lessor or Landlord's Mortgagee) fails to cure
such non-performance within thirty (30) days after receipt of Tenant's notice.
If more than thirty (30) days are required to cure such non-performance,
Landlord shall not be in default if such cure is commenced within such
thirty-(30) day period and thereafter diligently pursued to completion.
31. Landlord's Liability Limited: There shall be no personal liability of the
Landlord or any partner, stockholder, officer, director or other principal of
Landlord in connection with this Lease. Tenant agrees to look solely to the
interest of Landlord in the Project (or the proceeds therefrom) for the
collection of any judgement or other judicial process requiring the payment of
money by Landlord in the event of any default or breach by Landlord with respect
to this Lease or in any way relating to the Premises. No other assets of
Landlord or any principal of Landlord shall be subject to levy, execution or
other procedures for the satisfaction of Tenant's remedies.
32. Estoppel Certificate: (a) Upon Landlord's request, Tenant shall execute,
acknowledge and deliver to Landlord a written statement certifying: (1) the
Commencement Date; (ii) the Expiration Date; (iii) that this Lease is in full
force and effect and unmodified (or if modified, stating the modifications);
(iv) the last date of payment of the Base Rent and other charges and the time
period covered by each payment; (v) that Landlord is not in default under this
Lease (or, if Landlord is claimed to be in default, stating the nature of the
default); and (vi) such other matters as may be reasonably required by Landlord
or Landlord's Mortgagee. Tenant shall deliver such statement to Landlord within
ten (10) days after Landlord's request. Any such statement may be given to and
relied upon by any prospective purchaser or encumbrancer of the Project.
33. Quiet Enjoyment: (a) Landlord covenants that as long as Tenant pays the Base
Rent and additional rent and performs its other obligations under this Lease,
Tenant shall peaceably and quietly have, hold and enjoy the Premises for the
term provided by this Lease, subject to the provisions of this Lease.
34. Subordination Attornment
(a) This Lease is subject and subordinate to any ground lease or
mortgage which may now or hereafter encumber the Project, and
any renewals, modifications, consolidations, replacements or
extensions thereof. Notwithstand- the foregoing, as a condition
precedent to Tenant's agreement to subordinate its interest
under this Lease, or if this Lease otherwise is subject to any
existing mortgage or ground lease, Landlord shall provide Tenant
with non-disturbance agreements in favor of Tenant in form and
substance acceptable to Tenant from any ground lessors, mortgage
holders or lien holders.
(b) If Landlord's interest in the Project is acquired by any
ground lessor, Landlord' Mortgagee, or purchaser at a
foreclosure sale, Tenant shall attorn to the transferee of or
successor to Landlord's interest in the Project and recognize
such transferee or successor as Landlord under this Lease,
provided that such transferee expressly assumes the obligations
of Landlord hereunder. Such transferee or successor shall not be
liable for any act or omission of any prior landlord, or be
subject to any offsets or defenses which Tenant might have
against any prior landlord, or be bound by any Base Rent which
Tenant might have paid for more than the current month to any
prior landlord, or be liable for any security deposit under this
Lease unless actually transferred to such transferee or
successor.
35. Brokerage: Each party represents to the other that it did not
deal with any real estate broker in connection with this Lease, other
than the real estate broker whose identity is set forth in Section 1
(h). The commission of such broker shall be paid by the party as set
forth in Section 1(h). Each party shall indemnify and hold the other
harmless from any claim for a commission or other fee made by any
broker with whom the indemnifying party has dealt, other than the
broker identified in Section 1 (h).
36. Security Deposit: Upon execution of this Lease, Tenant shall deposit with
Landlord the sum set forth in Section 1 (g) as security for the performance by
Tenant of its obligations under this Lease (the "Security Deposit") - Landlord
shall have the right to use the Security Deposit to cure any default of tenant
hereunder, including but not limited to payment of Base Rent, additional rent,
service fees or other debts of Tenant due Landlord, or repair or restoration of
the Premises. If Landlord uses any part of the Security Deposit, Tenant shall
restore the Security Deposit to its full amount within ten (10) days after
Landlord's demand therefor. Provided Tenant has fully complied with all of the
terms of this Lease, Landlord shall return the Security Deposit to Tenant
without interest on the date thirty (30) days after the surrender of the
Premises by Tenant. Landlord shall deliver the Security Deposit to the purchaser
or other transferee of Landlord's interest in the Project in the event the
Project is sold or otherwise transferred or refund the full amount of the
Security Deposit to Tenant, and Landlord shall be discharged from any further
liability with respect to the Security Deposit upon such transfer or refund.
36. Notices: All notices in connection with this Lease or the Premises shall be
in writing and shall be personally delivered or sent by certified mail, return
receipt requested, postage prepaid. Notices to Landlord shall be delivered to
the address specified in Section 1
(b). Notices to Tenant shall be delivered to the Premises and to the
address specified in Section 1(c) by regular mail or hand delivery. All
notices shall be effective upon receipt or refusal of delivery in
accordance with this provision. Either party may change its notice
address upon written notice to the other party given in accordance with
this provision.
38. Memorandum of Lease: Tenant shall not record this Lease.
However, either Landlord or Tenant may require that a memorandum of the
Lease executed by both parties be recorded. Such memorandum shall
include such portions of this Lease as either party may reasonably
require, but shall not specify the amount of Base Rent payable hereunder
39. Miscellaneous:
a) The failure of either party to insist on strict performance of any
provision of this Lease, or to exercise any right contained herein,
shall not be construed as a waiver of such provision or right in any
other instance. All amendments to this Lease shall be in writing and
signed by both parties.
b) The captions in this Lease are intended to assist the parties in
reading this Lease and are not a part of the provisions of this Lease.
Whenever required by the context of this Lease, the singular shall
include the plural and the plural shall include the singular.
The masculine, feminine and neuter genders shall each include the other
c) Landlord and Tenant hereby waive trial by jury in any legal proceeding
brought by either of them against the other with respect to any matters
arising out of or in any way connected with this Lease or the Premises.
d) The laws of the state of New Jersey shall govern this Lease
e) If Tenant is a corporation or partnership, each person signing this
Lease on behalf of Tenant represents that he has full authority to do
so and that this Lease binds the corporation or partnership, as the
case may be
f) This Lease is binding upon any party who legally acquires any rights or
interest in this Lease from Landlord or Tenant; provided however,
Landlord shall have no obligation to Tenant's successor unless the
interest of Tenant's successor in this Lease is acquired in accordance
with Section 18.
g) The submission of this Lease to Tenant shall not be deemed to be an
offer and shall not bind either party until duly executed by Landlord
and Tenant.
h) This Lease may be executed in counterparts, and, when all counterpart
documents are executed, the counterparts shall constitute a single
binding instrument.
i) A determination by a court of competent jurisdiction that any provision
of this Lease or any part thereof is illegal or unenforceable shall not
invalidate the remainder of this Lease or such provision, which shall
continue to be in effect.
j) Tenant shall have the right to use, in common with Landlord and other
tenants of the Project (subject to reasonable rules from time to time
made by Landlord) the parking area, walkways, sidewalks and driveways.
k) The agreement of Lease contains the entire contract between the parties.
No representative, agent, servant or employee of Landlord has been
authorized to make any representations or promises with reference to
the within.
No modifications, additions, changes or alterations of
this Agreement of Lease shall be binding unless reduced to
writing and signed by Landlord and Tenant.
The Riders enumerated in Section 1 (i) are attached hereto and
made a part of this lease as fully as if set forth herein at
length. The terms used in the Rider have the same meanings as
set forth in the Lease. The provisions of a Rider shall prevail
over any provisions of the Lease which are inconsistent or
conflict with the provisions of the Rider.
IN WITNESS WHEREOF, The parties hereby have duly executed this Lease as
of the date set forth in Section 1 (a).
LANDLORD:
WITNESS: Advantage Properties, LLC
Arthur Sommers
Managing Partner
ATTEST: TENANT:
Horizon High Reach, Inc
By:
Randy Fortel
Chief Financial Officer
Date
<PAGE>
Rent Rider
Date of Lease: February 18, 2000 (Revised May 5, 2000)
Landlord: Advantage Properties, LLC
Reach, Inc. 1915 Swarthmore Ave
Lakewood, NJ. 08701
Tenant: Horizon High Reach, Inc.
1540 East Shaw Avenue, Suite 123
Fresno, CA 93710
Premises: Lot 10, Rutgers University Blvd
Lakewood, NJ.
1. Base Rent: The Base Rent payable by tenant to Landlord during
the Term shall be at the annual amounts and for he periods and be
payable in the monthly installments as follows:
Monthly Annual
Period PSF Installment Amount
11/1/99 to $6.00 $5,000.00 $60,000.00
10/31/2004
2. Additional Rent and Charges: Tenant shall pay real property
impositions, insurance, utilities and other expenses of the Premises to
Landlord in monthly installments on an estimated basis as determined
from time to time by Landlord sufficient to pay such real property
impositions, insurance, utilities and other expenses of the Premises
before the same become due. In the event Tenant has paid more than the
amount due from Tenant hereunder upon expiration of the term, the
excess amount shall be refunded to Tenant.
<PAGE>
Additional Agreement
1. Tenant is responsible for all utilities and services for the rental
space including but not limited to gas, electric, water/sewer etc.
2. Landlord will Provide the following:
1. Approximately 2,000 sq.ft. Office
2. One 12 x 14 drive in door. C
3. One loading dock.
3. Tenant has the option to renew the Lease for an additional period of
five years with the same terms and conditions except that the rent will
increase to $6.60 per square foot.
4. Tenant will be responsible for the cost of the price difference between
200 amp 3 phase service and 3400 amp 3 phase service.
5. Tenant shall reimburse Landlord for the cost of second overhead drive-in
door at the rear of the building.
6. Tenant shall pay direct to engineer and architect for plans and cost
of approvals for oil recovery and wash down system
Installation of oil recovery and wash down area contracted by Horizon
High Reach. If the Landlord is involved in any part of this
installation, Tenant will reimburse Landlord.
7. Outside chain link fence will be installed by Tenant on direct basis.
IN WITNESS WHEREOF, The parties hereby have duly executed this Rent
Rider and Additional Agreements as of the date set forth in Section 1.
(a).
LANDLORD:
WITNESS Advantage Properties, LLC
/SS__Arthur Sommers
Managing Partner
ATTEST: TENANT:
Horizon High Lease, Inc.
Randy Fortel
Chief Financial Officer
<PAGE>
Improvement Agreement
THIS IMPROVEMENT AGREEMENT (this "Improvement Agreement") by and between
ADVANTAGE PROPERTIES. L.L.C. ('landlord") and HORIZON HIGH REACH, INC.
("Tenant"), dated May 5,; 1999; is made part of that Lease (the "Lease").
between Landlord and Tenant dated concurrently herewith. Landlord and Tenant
agree that the following terms are part of the Lease:
1. Overview. Landlord, through its contractor, shall construct a three-story
Building on the Land in accordance with certain plans and specifications to be
designed by Landlord and approved by Tenant (the "Building Specifications").
2. General Plan. The Building Specifications shall be consistent with the
general description of the improvements constituting the Premises as set forth
on Attachment I hereto (the "General Plan").
3. Condition of the Premises. Landlord shaft deliver the Premises to Tenant in
a "turn-key" condition, ready for Tenant's occupancy and the Permitted Use.
Landlord represents and warrants to Tenant that (i) construction of the Premises
shall be completed in accordance with the Building Specifications, in a good
and workman like manner, and in compliance with all applicable laws, regulations
and ordinances, and (ii) Landlord shall repair or replace any item not
conforming with clause (i) of this Paragraph 3 upon receipt of notice of such
noncompliance during the first year of the term of this Lease.
4. Commencement Date. The commencement of the term of the Lease shall occur
on the date (the "Commencement Date") that (i) Landlord delivers to Tenant
possession of the Premises in the condition required by this Improvement
Agreement (except for minor punchlist items which do not substantially
interfere with Tenant's use of the Premises), and (ii) Tenant has obtained a
certificate of occupancy or such other governmental authorization necessary for
Tenant to occupy and make the Permitted Use of the Premises (the "Certificate
of Occupancy"). If Landlord fails to deliver to Tenant the Premises in the
condition required hereby on or before November 1, 1999 (the "Outside Delivery
Date"), then Tenant may by delivery of written notice to Landlord within
thirty (30) days thereafter terminate this Lease, in which event this Lease
shall be of no further force or effect, except with respect to provisions that
expressly survive the termination of this Lease, and all monies deposited by
Tenant with Landlord shall be returned to Tenant upon demand. Notwithstanding
the foregoing, the Outside Delivery Date shall be extended by the number of
days of delay caused by Tenant or Tenant's agents or contractors.
5. Punch List Items. Upon delivery of possession, Tenant and Landlord shall
conduct a walk-through of the Premises to identify any punchlist items to be
completed in accordance with the Building Specifications. Within thirty (30)
days after the walk-through. Landlord shall complete the punchlist items.
6. Construction Defects. Notwithstanding any provision to the contrary in the
Lease, Tenant shall have no o] obligation to make any repair or replacement
necessary due to the faulty construction of the Building, the premises or any
portion thereof.
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<FISCAL-YEAR-END> JUN-25-2000
<PERIOD-START> JUN-28-1999
<PERIOD-END> MAR-26-2000
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<RECEIVABLES> 48,864
<ALLOWANCES> 521
<INVENTORY> 64,796
<CURRENT-ASSETS> 139,634
<PP&E> 163,719
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0
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<TOTAL-LIABILITY-AND-EQUITY> 268,702
<SALES> 178,403
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<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,684
<INCOME-PRETAX> (15,811)
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