UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 25, 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) IdentificationNo.)
7433 N. First Street Suite 103
Fresno, California 93720
(Address of principal executive offices and zip code)
(559) 353-3950
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ] Not applicable.
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates - Not applicable.
At October 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.
DOCUMENTS INCORPORATED BY REFERENCE
Not Applicable.
<PAGE>
<TABLE>
PART I
<S> <C> <C>
Item 1. Business...........................................................1
Item 2. Properties.........................................................8
Item 3. Legal Proceedings..................................................9
Item 4. Submission of Matters to a Vote of Security Holders ..............10
PART II
Item 5. Market for Company's Common Equity and Related Stockholder Matters 11
Item 6. Selected Financial Data ...........................................12
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.............................................14
Item 7A. Quantitative and Qualitative Disclosures About Market Risk........21
Item 8. Financial Statements and Supplementary Data.......................22
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure .............................................42
PART III
Item 10. Directors and Executive Officers of the Company ..................43
Item 11. Executive Compensation............................................44
Item 12. Security Ownership of Certain Beneficial Owners and Management ...46
Item 13. Certain Relationships and Related Transactions ...................47
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K..49
</TABLE>
<PAGE>
Forward-Looking Statements
This report contains forward-looking statements, usually containing the
words "estimate," "project," "expect," or similar expressions. Those
statements are subject to uncertainties, including those discussed in this
report, particularly in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on pages 14 through 20. These
uncertainties could cause actual results to differ materially. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. For additional information regarding
such forward-looking statements, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Forward-Looking Statements," on
page 14.
PART I
Item 1. Business.
General
W.R. Carpenter North America, Inc. ("the Company") was incorporated in
1975 under the laws of Delaware and serves as the holding company for its two
operating subsidiaries, UpRight, Inc. ("UpRight') and Horizon High Reach, Inc.
("Horizon").
UpRight's stock was publicly traded from 1980 until 1988, when it was
acquired by an affiliate of the Company. In 1988, through a corporate
reorganization, UpRight became a wholly owned subsidiary of the Company. Prior
to 1989, Horizon was an independent company in the business of renting and
selling aerial work platform equipment in Southern California. In 1989,
UpRight acquired the assets of Horizon which were merged into the retail
division of UpRight's North American Operations. In 1994, Horizon became a
wholly owned subsidiary of the Company. Although Horizon distributes UpRight
products, the two companies have separate management teams and operate on an
independent basis.
Recent Developments: Sale of Horizon
On September 29, 2000, the Company sold all of the assets and outstanding
stock of Horizon for total consideration of $90 million (subjectto certain
adjustments to be based on a post-closing audit.) At closing, the Company
received consideration consisting of $50 million in cash and two senior
unsecured 5 year promissory notes in the aggregate principal amount of $40
million.
UpRight
UpRight is a leading manufacturer of aerial work platforms, including
scissor lifts, boom lifts, portable lifts, and aluminum scaffolding. UpRight
has been manufacturing self-propelled scissor lifts since 1974 as an outgrowth
of its leadership in the development and sale of aluminum scaffolding.
UpRight sells its products through an extensive network of North American and
international equipment dealers and rental companies. UpRight's customers
rent, and to a lesser degree sell, its aerial work platforms to end users in
construction, commercial, industrial and institutional markets.
Products
UpRight's aerial work platform product mix consists of four major
categories of equipment: scissor lifts, boom lifts, portable lifts and
aluminum scaffolding.
Scissor Lifts. Self-propelled scissor lifts feature work platforms
mounted on top of scissor-type or other vertical lifting mechanisms, which, in
turn, are mounted on mobile, four-wheel chassis. These machines are designed
to permit workers to position themselves and their tools and materials safely,
easily and quickly in elevated work areas. They can be maneuvered forward or
backward and steered in any direction by the operator from the work platform,
even while elevated. The uses and applications for scissor lifts are varied
and include non-residential construction, warehousing, renovations and
retooling and maintenance of manufacturing plants and institutional
facilities. Equipment Manufacturers Institute (EMI) data indicates that
industry shipments of self-propelled scissor lifts increased from
approximately 11,300 units in 1990 to approximately 59,600 units in 1999,
representing a compound annual growth rate of 20% during this period.
UpRight offers scissor lifts with maximum platform heights ranging from
12 feet to 50 feet; and platform sizes ranging from 2.4 by 3.4 feet, to 5.8 by
19.3 feet. Rated lift capacities range from 500 to 2,000 pounds. UpRight
offers scissor lifts powered by electric motors; gasoline, diesel, or propane
engines; or a combination of diesel and electric power (bi-energy). Several
internal combustion engine powered models are available with four-wheel
drive. Dealer net prices, for UpRight's standard models, range from
approximately $7,500 to $50,000. Scissor lifts contributed 49%, 56%, and 74%
of the Company's revenues for fiscal years 2000, 1999, and 1998 respectively.
Boom Lifts. Boom lifts are especially useful for reaching over
machinery and equipment that is mounted on floors and for reaching other
elevated positions not easily accessed by other vertical lifting devices.
Self-propelled boom lifts may be maneuvered in a manner similar to scissor
lifts. In addition, the boom may be rotated up to 360 degrees in either
direction. Boom lifts have smaller platforms and less lifting capacities than
larger scissor lift models. In addition to applications similar to scissor
lifts, boom lifts are used for infrastructure construction, petroleum and
chemical refineries, as well as ship construction, repair and maintenance.
Equipment Manufacturers Institute (EMI) data indicates that industry shipments
of self-propelled boom lifts increased from approximately 4,100 units in 1990
to approximately 26,200 units in 1999, representing a compound annual growth
rate of 23% during that period.
In 1997 UpRight introduced its first line of self-propelled boom lifts.
Since that time, UpRight has systematically deepened its boom offerings,
targeting high demand product segments. Maximum platform heights range from
46 to 80 feet, with outreach of up to 72 feet. Boom lifts are offered with
electric motors; gasoline, diesel, or propane engines; or a combination of
diesel and electric power (bi-energy). Several internal combustion engine
powered models are available with four-wheel drive. Dealer net prices, for
UpRight's standard models, range from approximately $38,000 to $108,000. Boom
lifts contributed 13%, 10% and 12% of the Company's revenues for fiscal years
2000, 1999 and 1998 respectively.
Portable Lifts. Portable lifts consist of a work platform attached to a
telescopic mast that extends vertically, which in turn is mounted on a
push-around base. These machines, while in their retracted position, can fit
through standard door openings and can be loaded into a standard pickup truck
for ease in transport. Applications for this class of equipment include
institutional and commercial maintenance, distribution and retail centers,
airports and public buildings, places of worship and entertainment
facilities.
UpRight offers portable lifts with maximum platform heights ranging from
25 feet to 40 feet. These models are available in either battery or AC power
configurations. In fiscal year 1999, UpRight introduced a portable lift model
featuring a self-propelled base. This machine can be maneuvered forward or
backward and steered in any direction by the operator from the work platform,
even while elevated. Current dealer net prices, for UpRight's standard
models, range from approximately $3,400 to $6,600. Revenue from portable lifts
in fiscal year 2000 was $5.2 million, representing approximately 2 % of the
Company's revenue.
Scaffolding. UpRight first introduced aluminum scaffolding in 1947 and
today is considered to be the North American leader in this product segment.
Scaffolding height can be adjusted by mounting individual sections on top of
one another up to a maximum height of approximately 100 feet. Today,
scaffolding is still a major rental and sales item for use on certain
construction and maintenance projects. Revenue from scaffolding in fiscal year
2000 was $3.3 million, representing approximately 1% of the Company's
revenue.
Product Development Strategy
UpRight's growth strategy includes developing new products to access fast
growing complementary product segments. In keeping with this strategy,
UpRight's core scissor lift line was broadened to include self-propelled boom
lifts. Having initially targeted high volume boom segments, UpRight is
developing additional models to fill out this line. UpRight also is in the
process of developing a line of telescopic material handlers. UpRight
introduced models in the two largest North American telescopic handler product
segments in the second half of fiscal year 2000. These machines can lift up
to 8,000 pounds as high as 42 feet.
Telescopic material handlers are rough terrain vehicles used to
transport, lift and position materials between ground locations and vehicles,
and overhead locations. North American residential and non-residential
building contractors typically utilize this equipment to handle a wide range
of building materials and components. In addition, the availability of
multiple attachments increases the versatility and applications for these
machines. Many of UpRight's aerial work platform customers also sell and rent
telescopic material handlers. According to industry estimates, shipments of
telescopic material handlers in North America grew from approximately 2,400
units in 1990 to approximately 13,700 units in 1999, representing a compound
annual growth rate of 21% during such period.
UpRight invests significantly in product development and diversification,
including improvement of existing products. Research and development expenses
of UpRight have been $5.8 million, $8.7 million and $6.0 million for fiscal
years 2000, 1999 and 1998, respectively. Product development activity
decreased in fiscal year 2000 following the introduction of additional boom
lift products in fiscal 1999. New and redesigned products introduced in the
past two years accounted for approximately 17% of UpRight's sales in fiscal
year 2000, down from 28% in fiscal year 1999, primarily due to slower than
anticipated boom sales in fiscal year 2000.
Marketing and Distribution
UpRight sells its products through an extensive network of North American
and international equipment dealers and rental companies, including Horizon.
For fiscal year 2000, approximately 59% of UpRight's revenue was generated by
sales to customers outside of North America, principally in Europe, which
UpRight's management believes is among the highest percentages of revenue from
international sales of any aerial work platform manufacturer.
With a high percentage of the Company's products manufactured in the
United States and sold in international markets, the Company's earnings are
affected by fluctuations in the value of the U.S. dollar, as compared to
foreign currencies resulting from transactions in foreign markets. In
addition to the direct effects of changes in exchange rates, which are a
changed dollar value of the resulting sales, changes in exchange rates also
affect the volume of sales or the foreign currency sales price as competitors'
services become more or less attractive.
UpRight's customers rent, and to a lesser degree sell, its aerial work
platforms to end users in construction, commercial, industrial and
institutional markets. These distributors also provide service support for
UpRight machines. UpRight supports the sales, service and rental programs of
its distributors with field sales support, product advertising, cooperative
promotional programs, major trade show participation and distributor personnel
training in service, safety and sales of all products UpRight manufactures and
distributes.
In anticipation of increased sales from a broader product line and increased
manufacturing capacity, UpRight expanded its customer support and service
infrastructure in fiscal year 2000.
The primary customers for aerial work platforms are equipment rental
companies. Over the past several years, the North American equipment rental
industry has undergone significant consolidation. Large national rental
companies have acquired a number of UpRight's customers. The increased
bargaining power of the consolidators has resulted in concessions from
manufacturers, including lower equipment prices, extended financing terms, and
increased finished goods inventory to meet rapid delivery requirements of
customers. Management believes that UpRight's international diversification
make the Company less dependent on the business of the large national rental
companies than many of its competitors.
During fiscal years 2000, 1999 and 1998, UpRight's ten largest customers,
other than Horizon, together accounted for approximately 52%, 45% and 64% of
UpRight's revenue, respectively. During fiscal year 2000, only one of
UpRight's customers accounted for more than 10% of the Company's revenue.
UpRight (U.K.) Limited (formerly Instant Zip-Up Limited) accounted for 19.3%
of UpRight's revenue and 13.9% of the Company's revenue for fiscal year 2000.
An affiliate of the Company owns a minority voting interest in UpRight (U.K.)
Limited. During fiscal year 2000 one of UpRight's customers accounted for
14.7% of the Company's revenue, and in fiscal year 1999, two of UpRight's
customers accounted for 15.6% and 12.8% of the Company's revenue.
Manufacturing
UpRight's primary manufacturing facility and headquarters are in Selma,
CA. Scissor lifts, portable lifts, and aluminum scaffolding are manufactured
at this 32-acre site. Early in fiscal year 2000 UpRight experienced capacity
constraints at the Selma facility, resulting primarily from increased
international customer demand for two-tone custom color paint schemes. To
alleviate these constraints, the powder coat paint system was expanded and a
new automated liquid paint system was added at Selma. Increased production
levels during the second half of the fiscal year exposed further
inefficiencies caused primarily by labor and parts shortages. Skilled labor
shortages led to increased outsourcing during the period. Parts shortages
were primarily the result of certain vendors' inability to supply quality
parts on time, as well as inventory management problems at UpRight.
A new plant in Madera, CA, about 40 miles north of Selma, was opened in
December 1998. This plant was built to produce UpRight's expanding line of
self-propelled boom lifts and telescopic material handlers. In less than a
year, this complex grew too more than 300,000 square feet of manufacturing and
office space. The ramp-up of production at this facility has been
challenging. While there is an abundance of unskilled labor in the Madera
area, hiring a new workforce with the requisite skills proved more difficult
than anticipated. UpRight addressed this issue in fiscal year 2000 by
establishing training programs for its personnel, including welders and
assemblers. Further inefficiencies were caused by delays in bringing the
continuous-flow paint system at Madera on-line. This system did not become
fully operational until late in the second quarter of fiscal 2000. Slower
than anticipated boom sales resulted in low production volumes at Madera which
also negatively impacted productivity.
Material and Supply Arrangements
UpRight obtains raw materials, principally steel and aluminum, and other
component parts, most notably engines, electric motors, tires, bearings,
electronics and hydraulic components, and supplies from third parties.
Although alternative suppliers are available for all raw materials and
components, UpRight could experience delays in obtaining components meeting
the requisite specifications from alternative suppliers in the event a
principal supplier was unable to supply a particular component. UpRight seeks
to manage the risk of unavailability of key components and raw materials
through supply chain management initiatives including supplier certification.
Competition
In selling its aerial work platform products, UpRight experiences two
principal types of competition: from alternative equipment and from other
manufacturers of aerial work platforms. UpRight competes with more traditional
means of accomplishing the tasks performed by aerial work platforms, including
truck- and trailer-mounted booms and, to a more limited extent, ladders,
scaffolding and other devices. UpRight's management believes that in many
applications its aerial work platforms are safer, more versatile and more
efficient, taking into account labor costs, than those traditional methods.
In particular, aerial work platforms enjoy competitive advantages when the job
requires frequent movement from one location to another at the same site or
when there is a need to return to the ground often for tools and materials.
UpRight competes in the aerial work platform industry primarily with
several other manufacturers, including JLG Industries ("JLG"), Genie
Industries ("Genie"), Grove Worldwide, Skyjack Inc. ("SkyJack"), OmniQuip
Textron, Terex Corp. and Mayville Engineering Company. These companies
compete on the basis of product quality, price, financing, delivery, and sales
and service support. Management believes JLG and Genie each have over 30%
share of the aerial work platform market, over twice the share of the nearest
competitor.
Management believes that UpRight's scissor lift product line is as
extensive as that of any other manufacturer in the industry, placing UpRight
among the top four scissor lift manufacturers worldwide. Since the
introduction of its first boom product line in 1997, UpRight has been
systematically deepening its boom offerings, targeting high demand product
segments. However, several of UpRight's competitors currently offer a more
comprehensive boom lift product line.
Certain of UpRight's competitors are part of, or are affiliated with,
companies that are larger and have greater financial resources than UpRight.
For example, OmniQuip Textron is part of Textron Inc. Several of UpRight's
competitors, including JLG, Genie, SkyJack, and Mayville Engineering company
have significantly increased, or are in the process of significantly
increasing, manufacturing capacity.
Employees
UpRight had 1,234 persons employed as of June 25, 2000. None of
UpRight's employees is subject to collective bargaining agreements.
Horizon
Horizon (recently sold to United Rentalsk, Inc. as described earlier) is
a leading industrial equipment rental, sales and service company specializing
in aerial work platforms, including scissor lifts, boom lifts and portable
lifts, telescopic material handlers and forklifts, scaffolding and general
rental equipment, serving a diverse range of approximately 11,000 active
customers from 17 domestic locations. Horizon offers a full service, integrated
approach to serving its customers' needs by providing rentals of equipment,
sales of new and used equipment, sales of spare parts and repair and
maintenance services. For fiscal year 2000, approximately 48% of Horizon's
revenue was generated by equipment rentals, approximately 44% of Horizon's
revenue was generated by sales of new and used equipment, and the remainder was
generated by training services, sales of spare parts and certain related
customer services. Management believes that, among major industrial equipment
rental companies, Horizon has one of the highest ratios of sales to rentals in
the industry. Within the last five fiscal years, Horizon has strategically
expanded its product offerings to include, in addition to UpRight products,
certain additional product lines from other leading manufacturers. Horizon acts
as a distributor for UpRight products in all of Horizon's designated market
areas. Horizon and UpRight operate independently, and all transactions between
them are conducted on an arm's-length basis.
Products and Services
Equipment rental represents Horizon's principal line of business. In
fiscal year 2000, equipment rental revenue, together with rental-related
revenue, such as repair services, delivery charges and damage waiver income,
accounted for approximately 48% of Horizon's revenue. Horizon also acts as a
distributor of new equipment on behalf of UpRight and certain other nationally
known equipment manufacturers. In fiscal year 2000, approximately 44% of
Horizon's revenue was derived from the sale of new and used equipment, of
which approximately 42% was equipment manufactured by UpRight. Revenue from
the sale of parts and merchandise accounted for approximately 8% of Horizon's
revenue in fiscal year 2000.
Rental Equipment. Horizon rents over 480 different models of aerial work
platforms and other industrial equipment as of June 25, 2000, consisting of
scissor lifts, boom lifts (including one truck-mounted boom lift model),
portable lifts and telescopic material handlers and forklifts, with a total
exceeding 4,325 pieces of equipment (excluding scaffolding and general
rental). The original equipment cost of Horizon's rental fleet was
approximately $82.0 million as of such date. In addition, Horizon rents
general rental equipment in one branch, with an original equipment cost of
approximately $2.75 million as of such date. Horizon also maintains a
comprehensive inventory of aluminum scaffolding with an original equipment
cost of approximately $980,000 as of such date. The distribution of Horizon's
total rental equipment fleet (based on original equipment cost) as of June 25,
2000 was: (i) scissor lifts (44%); (ii) boom lifts (26%); (iii) telescopic
material handlers (19%); (iv) general rental equipment (3%); (v) forklifts
(3%); (vi) scaffolding (1%); (vii) portable lifts (1%); and (viii) other
equipment (3%). The mix of rental equipment at each of Horizon's 17 domestic
locations is tailored to meet the demands of the local customer base.
Sales of New Equipment. In addition to equipment rental, Horizon is a
distributor for various equipment manufacturers in certain of its designated
market areas, including UpRight (scissor lifts, boom lifts, portable lifts,
telescopic material handlers and aluminum scaffolding), Denka Lift
(specialized boom lifts), OmniQuip (Sky-Trak telescopic material handlers),
Carelift Equipment (telescopic material handlers) and Elliott (truck-mounted
boom lifts). Horizon also sells equipment manufactured by Genie (boom lifts).
Sales of Used Equipment. Horizon routinely sells used equipment to
adjust the size and composition of its rental fleet to changing market
conditions and as part of its ongoing commitment to maintain a modern,
high-quality rental fleet. Horizon believes it achieves favorable sales prices
for its used equipment as a result of its preventive maintenance program and
its practice of selling used equipment before it becomes irreparable or
obsolete. Horizon's management attempts to optimize the timing of sales of
used equipment by taking into account maintenance costs, rental demand
patterns and resale prices. Horizon sells used equipment to its existing
rental customers as well as to other used equipment buyers. In fiscal year
2000, Horizon increased its sales of used equipment in order to reduce the
level of equipment that was five years old or older. The average age of
Horizon's rental fleet increased from 25 months at June 1998 to 31 months at
June 1999, as the level of new rental equipment going into the rental fleet
slowed from the prior fiscal year.
Sales of Parts and Merchandise. Horizon also sells a wide range of
repair and replacement parts, supplies and safety equipment, including
harnesses, belts and lanyards, as a complement to its equipment rental and
sales businesses.
Service. Horizon also generates revenue from maintenance and service by
providing various options to its customers, including service on a contract or
time-and-materials basis for customers who own their equipment and over the
life of a lease for customers who lease their equipment. Horizon's trained
personnel perform both the maintenance and service work on Horizon's rental
fleet and to customers who own equipment. Horizon's safety department also
provides safety training and operator training courses, including operator
certification and "train-the-trainer" programs.
Operations
Horizon's sales and rental functions are managed at each of its
locations. Each year, location managers budget expected new equipment sales
and rental equipment expenditures and parts and service needs for their
respective markets.
Horizon seeks to manage its rental fleet to optimize the return on its
investment in rental equipment. Senior management regularly interacts with
branch managers to monitor equipment utilization rates and indicated demand at
each location in order to determine and react to trends and imbalances between
supply and demand for equipment. Horizon operations are currently divided
into two regions, which are overseen by regional managers. Through its
information systems, employees at locations within a certain region are able
to locate a specific item within that geographic region and determine whether
that item is currently rented to a customer, undergoing maintenance or
available for delivery. Depending on a number of objective factors, such as
transportation costs between branches and length of rental, management will
determine whether the equipment should be transferred to a different branch.
Horizon utilizes an integrated AS400 information system that allows both
the corporate headquarters and the branch locations to have instantaneous
access to all inventory and rental information. The system also provides
immediate access to customer records and needs and management believes enables
Horizon to move its assets among locations to optimize equipment utilization
and maximize customer service.
Customers
Horizon serves a diverse range of approximately 11,000 active customers.
No single customer of Horizon accounted for more than 2% of Horizon's revenue
during fiscal years 2000, 1999 and 1998. Horizon classifies its customers as
either construction or industrial end users. In fiscal year 2000,
approximately 61% of Horizon's revenue was derived from construction end
users, with the remaining 39% being derived from industrial end users. In
fiscal year 1999, approximately 59% of Horizon's revenue was derived from
construction end users, with the remaining 41% being derived from industrial
end users. In fiscal year 1998, approximately 54% of Horizon's revenue was
derived from construction end users, with the remaining 46% being derived from
industrial end users. The increase in the percentage of revenue derived from
construction related users in fiscal 1999 compared to fiscal 1998 is due to an
increase in Horizon's sales and rental of telescopic material handlers during
such period. Construction customers include users in specialized trades, such
as electricians, painters, HVAC and mechanical contractors. Industrial
customers include users engaged in the maintenance of warehouses,
manufacturing plants and commercial and institutional facilities.
Competition
The equipment rental industry has undergone significant consolidation
over the past several years. These large national rental companies have
acquired numerous companies in all regions of the country. In a number of
large metropolitan areas, notably New York and Los Angeles, management
estimates that the large national rental companies have market shares greater
than 70%. The largest national rental company, United Rentals, has reported
annualized revenue of approximately $3 billion in over 700 locations, with
Atlas-Copco, through its owned companies Prime and Rental Service Corporation,
reporting approximately $1.5 billion in revenue in over 500 locations. Other
large national rental companies include: Sunbelt, Hertz, NES and NationsRent.
Horizon competes with some or all of these large national rental companies in
each of its locations.
Suppliers
Each Horizon branch carries a comprehensive line of UpRight equipment in
its rental fleet, including scissor lifts, boom lifts and portable lifts, as
well as generally carrying aluminum scaffolding. Each location also carries a
variety of equipment from other manufacturers, including boom lifts and
forklifts. Horizon purchases all of its equipment directly from the original
equipment manufacturer. UpRight accounted for approximately 58%, 60%, and 45%
of Horizon's total capital purchases of equipment for fiscal years 2000, 1999
and 1998, respectively.
Sales and Marketing
In the sales and rental of aerial work platforms, Horizon's strategy is
to focus on small- to mid-sized end users. Horizon concentrates on providing
a wide selection of equipment choices to a large, diversified customer base
while providing comprehensive customer service and technical support.
There are currently 60 employees in Horizon's sales force, including
specialists who focus on the construction industry, with a primary focus on
equipment rentals, specialists who focus on the industrial market, with a
primary focus on equipment sales, and special account managers who focus on
specialized industries and end users. Horizon's sales force has been with
Horizon an average of approximately three years. Sales personnel are
compensated on a salary-plus-commission basis and report directly to branch
managers or sales managers.
Horizon promotes its services through a combination of direct sales
contacts, telemarketing, listings in telephone directories, subscriptions to
industry data base lists and pursuing leads obtained from manufacturers. In
addition, each Horizon field office annually participates in approximately
five informational trade shows in their market area and, combined with the
manufacturers' national shows, Horizon sales representatives annually attend
approximately 60 trade shows on a company-wide basis.
Employees
As of June 25, 2000, Horizon had a total of 316 full-time employees,
including 14 personnel in the Fresno headquarters who provide administrative
and accounting services. Each branch location averages 14 to 23 people,
typically structured as follows: one manager, three to four office persons,
two to five sales persons, five to eight mechanics and three to five truck
drivers. Horizon is unionized in four locations: Ridgefield Park and
Lakewood, New Jersey; Highland, New York; and Chicago, Illinois. In New
Jersey and New York, a total of 19 mechanics and drivers are members of the
International Brotherhood of Operating Engineers, while the Chicago branch has
a total of five mechanics and drivers represented by the Automobile Mechanics'
Local #701.
<PAGE>
Item 2. Properties.
The Company maintains its corporate and administrative offices at
7433 N. First Street, Fresno, California 93720, telephone (559) 353-3950.
UpRight maintains its headquarters and manufacturing operations at
its owned facilities at 1775 Park Street, Selma, California 93662, telephone
(559) 891-5200. UpRight has approximately 335,000 square feet of
manufacturing space at its Selma, California facility, where it manufactures
all of the scissor and portable lift products as well as scaffolding. To
support its product line expansion strategy, UpRight added a 325,000 square
foot facility in Madera, California, where it manufactures boom lifts and
which is expected to be utilized to manufacture telescopic material handlers.
The Madera building program was financed through a 15 year bank loan. UpRight
also leases a sales office and training facility in Cincinnati, Ohio with a
five-year term and a storage facility in Selma, California with a six-month
term with optional six-month renewals. UpRight maintains a part depot in Fresno,
California, with the lease running through November, 2001.
Horizon's corporate headquarters are located at 1540 East Shaw Avenue,
Suite 123, Fresno, California 93710, telephone (559) 248-8180. Horizon
currently has 17 branch facilities at the following locations: Atlanta,
Georgia; Charlotte, Raleigh and Greenville, North Carolina; Beltsville,
Maryland; Hayward, Napa, Sacramento and Brea, California; Elmhurst, Illinois;
Houston (2), and Arlington (Dallas), Texas; Commerce City (Denver), Colorado;
Ridgefield Park and Lakewood, New Jersey; and Highland, New York. Horizon's
corporate headquarters are leased for a term expiring in September 2005. The
branch facilities in Arlington and Houston, Texas, and Napa and Brea,
California are owned by an affiliate of the Company. Horizon's branch
facilities are typically leased for terms ranging from three to five years
with options to extend or renew.
The Company's properties used in its operations are considered to be in
good operating condition, well maintained and suitable for their present
purposes.
<PAGE>
Item 3. Legal Proceedings.
Use of products manufactured by UpRight and sold or rented by Horizon
(recently sold by the Company to United Rentals, Inc., as described in Item 1)
involves exposure to personal injury as well as property damage, particularly
if operated carelessly or without proper maintenance, and liability exposure
for the Company, UpRight and Horizon.
There are various claims and litigation pending against UpRight and
Horizon for personal injury and property damage arising out of incidents
involving the use of UpRight products and, in the case of Horizon, products of
UpRight and other manufacturers. The Company believes that litigation of this
type is common in the businesses of UpRight and Horizon and for other
manufacturers and distributors in the aerial work platform industry. 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 (except as described below) all claims, legal actions,
complaints and proceedings which have been filed or are pending against
UpRight and Horizon, as well as possible future claims, are adequately covered
by the Company's comprehensive general liability insurance policies, subject
to certain deductible amounts and maximum coverage limits.
The Company has accrued what management believes are adequate reserves
with respect to pending and potential claims. Management believes that
UpRight's and Horizon's potential exposure to product liability/general claims
may be affected by the substantial growth in usage of aerial work platforms
over the past several years, which has dramatically increased machine
population and the number of users. There can be no assurance that existing
or future claims will not exceed the level of UpRight's and Horizon's
insurance, or that such insurance will continue to be available on
economically reasonable terms, or at all. In addition, certain types of
claims, such as claims for punitive damages or for damages arising from
intentional misconduct, generally are not covered by insurance. Since the
acquisitions of UpRight and Horizon by the Company, neither subsidiary has
been required to pay any claim for punitive damages. Product liability costs
incurred by the Company, including premiums and self-insurance retention
payments for legal judgments and settlement costs, for fiscal years 2000, 1999
and 1998 approximated (0.3%), 0.2%, and 1.7% of revenue, respectively.
Various legal actions (in areas other than product liability) may arise in the
ordinary course of business from time to time against the Company, UpRight or
Horizon. Other than with respect to product liability or as described below,
there is no material litigation currently pending against the Company, UpRight
or Horizon. None of the litigation pending against UpRight is expected to
have a material adverse effect on the Company's financial condition, results
of operations or liquidity. Horizon has been sued for damages arising out of
a traffic accident involving a Horizon employee. The matter is in the
investigation, pleading and discovery stages. No demand has been received.
However, the initial "prayer" for damages in the complaint, which was filed in
the United States District Court for the Eastern District of Virginia,
Alexandria Division, in July 1999, by Roy Woodle, seeks to recover
$25.0 million in general damages, which amount exceeds Horizon's $11,000,000
combined policy limits of primary and excess insurance for this type of loss.
The complaint alleges a cause of action for negligence. 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>
Item 4. Submission of Matters to a Vote of Security Holders.
None.
<PAGE>
PART II
Item 5. Market for Company's Common Equity and Related Stockholder
Matters.
There is no public market for the common stock or equity securities of
the Company. See "Item 12" and "Item 7 Management's Discussion and Analysis
of Financial Condition and Results of Operations-Liquidity and Capital
Resources."
<PAGE>
Item 6. Selected Financial Data.
The following Selected Financial Data has been taken or derived from the
audited consolidated financial statements of the Company and should be read in
conjunction with and is qualified in its entirety by the full consolidated
financial statements, related notes and other information included elsewhere
herein.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
June 25, June 27, June 28, June 29, June 30
2000 1999 1998 1997 1996
(Amounts in thousands)
<S> <C> <C> <C> <C> <C>
Operating Statement Data:
Revenue (1) $265,399 $200,197 $170,797 $139,904$117,903
Cost of revenue 223,167 146,814 117,844 94,315 78,638
Gross profit 42,232 53,383 52,953 45,589 39,265
Research and
development expenses 5,816 8,691 5,952 4,281 2,865
Product liability costs. (773) 351 2,807 3,115 3,015
Selling, general, and
administrative expenses. 40,819 31,623 23,902 18,117 15,124
Income (loss) from operations (3,630) 12,718 20,292 20,076 18,261
Interest expense, net . 17,671 12,110 9,421 3,983 2,907
Other expense, net 1,075 194 6 --- 539
Income (loss) before
Income taxes (22,376) 414 10,865 16,093 14,815
Provision (benefit) (9,043) 211 3,206 6,131 6,047
for income taxes.
Net income (loss) $(13,333) $ 203 $ 7,659 $ 9,962$ 8,768
Balance Sheet Data:
Cash and cash equivalents 3,295 13,328 63,669 77,345 11,164
Working Capital 47,078 54,709 88,490 98,835 7,877
Total assets 263,747 224,020 196,659 167,825 75,985
Total debt 194,334 150,606 124,127 113,884 36,999
Stockholder's equity 15,060 28,393 34,690 27,031 17,069
Other Data:
EBITDA (2) $15,094 $26,388 $28,345 $25,880 $22,695
(1)
</TABLE>
<PAGE>
(1) The following details UpRight's and Horizon's (recently sold by the Company
to United Rentals, Inc., as described in Item 1)revenue, and the
elimination of inter-company sales for fiscal years 2000, 1999, 1998,
1997 and 1996:
<TABLE>
<CAPTION>
Fiscal Year Ended
June 25, June 27, June 28, June 29, June 30,
2000 1999 1998 1997 1996
------- --------- --------- -------- --------
(Amount in thousands)
<S> <C> <C> <C> <C> <C>
UpRight $191,895 $153,875 $137,975 $110,471 $93,273
Horizon 89,928 77,110 54,725 44,315 38,112
Inter- company (16,424) (30,788) (21,903) (14,882) (13,482)
sales $265,399 $200,197 $170,797 $139,904 $117,903
</TABLE>
(2) EBITDA represents income before extraordinary item, net interest expense,
financing costs, income taxes, depreciation and amortization and other
expenses and income. The Company has included information concerning EBITDA in
its annual report because it is used by certain investors as a measure of a
company's ability to service its debt obligations. EBITDA should not be used
as an alternative to, or be considered more meaningful than, operating income,
net income or cash flow as an indicator of the Company's operating
performance. In addition, in fiscal 1999, depreciation and amortization
includes $408 of accelerated amortization, resulting from impairment of
certain long lived assets.
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Forward-Looking Statements:
Certain statements in this Annual Report on Form 10-K 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.
General
This discussion should be read in conjunction with the Company's
consolidated financial statements and the notes thereto appearing in Item 8 of
this Annual Report on Form 10-K.
The Company's strategy is to create shareholder value by providing
capital, strategic and financial direction and management to its wholly owned
operating subsidiaries, UpRight and (until it's recent sale to United Rentals,
Inc.,) Horizon. Prior to fiscal year 1994, Horizon was a division of UpRight,
operating as a captive equipment dealer and industrial equipment rental company
in certain markets. In fiscal year 1994, the Company decided each business
would be managed and operated separately. All transactions between UpRight and
Horizon are conducted on an arm's-length basis. UpRight sells equipment to
Horizon for the same price it would otherwise charge a comparable distributor.
Horizon purchases equipment from UpRight, as well as from other major
manufacturers, including certain models and product lines that may be produced
by UpRight. The Company intends to maintain the distributor/supplier
relationship between the two companies. Sales to Horizon accounted for
approximately 9%, 20%, and 16% of UpRight's revenue for fiscal years 2000, 1999
and 1998, respectively. Purchases from UpRight accounted for 58%, 60% and 45%
of Horizon's total capital purchases of equipment for fiscal years 2000, 1999
and 1998, respectively. UpRight and Horizon maintain stand-alone financial
statements. Sales from UpRight to Horizon are reflected in UpRight's
stand-alone financial statements at the actual arm's-length price charged.
Purchases by Horizon from UpRight are reflected in Horizon's stand-alone
financial statements at dealer cost. "Dealer cost" means the price paid by
Horizon to purchase equipment from equipment manufacturers, including from
UpRight on arm's-length terms. All significant inter-company balances and
transactions are eliminated in consolidation.
Demand in the aerial work platform and industrial equipment rental
industries has been historically related to the cyclical levels of
construction and industrial activity in North America, and may at times change
dramatically. The Company expects the aerial work platform industry will
continue to be dependent upon North American construction and industrial
activity, although international sales increasingly comprise a greater
proportion of total industry revenues. The Company believes that UpRight has
among the highest percentages of revenue from international sales of any
aerial work platform manufacturer, and that this diversification may help
mitigate the impact of cyclical downturns in North America.
<PAGE>
The following table sets forth for the periods indicated certain
historical revenue and percentages from customer geographical segments:
<TABLE>
<CAPTION>
Fiscal Year Ended
June 25, June 27, June 28,
2000 1999 1998
-------------- ------------- -------------
(Amounts in millions)
<S> <C> <C> <C> <C> <C> <C>
United States, Canada,
Latin America1 $153.3 57.8% $132.0 65.9% $115.2 67.4%
Europe 104.3 39.3% 64.3 32.1% 48.3 28.3%
Pacific Rim 7.8 2.9% 3.9 2.0% 7.3 4.3%
$265.4 100.0% $200.2 100.0% $170.8 100.0%
</TABLE>
Results of Operations
The following table sets forth for the periods indicated certain
historical income statement data derived from the Company's consolidated
statements of operations expressed in dollars and as a percentage of net
revenue.
<TABLE>
<CAPTION>
Fiscal Year Ended
June 25 June 27, June 28,
2000 1999 1998
---------------- --------------- --------------
(Amounts in thousands)
<S> <C> <C> <C> <C> <C> <C>
Revenue $265,399 100.0% $200,197 100.0% $170,797 100.0%
Cost of revenue 223,167 84.1% 146,814 73.3% 117,844 69.0%
Gross profit 42,232 15.9% 53,383 26.7% 52,953 31.0%
Operating expenses 45,862 17.3% 40,665 20.3% 32,661 19.1%
Income (loss)
from operations (3,630) (1.4%) 12,718 6.4% 20,292 11.9%
Interest expense, net 17,671 6.7% 12,110 6.0% 9,421 5.5%
Other expense, net 1,075 .4% 194 .1% 6 --
Provision(benefit) for
Income taxes (9,043) (3.4%) 211 .1% 3,206 2.4%
Net income loss) $(13,333) (5.0%) $203 .1% $7,659 4.5%
EBITDA 15,094 5.7% $26,388 13.2% $28,345 16.6%
Depreciation &
Amortization 18,724 13,670 8,053
</TABLE>
Segment operations
The Company believes its results of operations for UpRight and
Horizon 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 consolidated statements of operations expressed in dollars and
as a percentage of revenue.
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 reporting period, and
the level of UpRight equipment held in sales inventory by Horizon fluctuates
by reporting period, the resulting elimination of gross profit on
consolidation can cause consolidated income from operations to fluctuate
between reporting periods.
<PAGE>
<TABLE>
<CAPTION>
Consolidating Statement of Operations
(In thousands)
(Unaudited)
12 MONTHS ENDED JUNE 25, 2000
Company Horizon UpRight Eliminations Consolidated
------- ------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>>
Revenues
Equipment Sales
New $36,046 $191,311 $(16,424) $210,933
Used 7,911 7,911
Rental and Services 45,971 584 46,555
------- ------- -------- -------- --------
Total Revenues --- 89,928 191,895 (16,424) 265,399
Gross Profit
Equipment Sales
New 8,040 18,930 1,384 28,354
Used 943 943
Rental and Service - 12,972 (37) - 12,935
------- ------- ------- -------- --------
Total Gross Profit --- 21,955 18,893 1,384 42,232
% of Revenues 24.4% 9.8% 15.9%
Operating expense
Selling, general
and administrative $5,008 18,664 17,620 (473) 40,819
Product Liability (773) (773)
Research and development 5,816 5,816
------- ------- ------ -------- -------
Total Operating Expenses 5,008 18,664 22,663 (473) 45,862
Income/(Loss)
from Operations $ (5,008) $3,291 $(3,770) $1,857 $(3,630)
% of Revenues 3.7% (2.0)% (1.4)%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Consolidating Statement of Operations
(In thousands)
(Unaudited)
12 MONTHS ENDED JUNE 27, 1999
Company Horizon UpRight Eliminations Consolidated
------- ------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenue
Equipment Sales
New $30,315 $153,773 $(30,788) $153,300
Used 7,109 7,109
Rental and Services 39,686 102 - 39,788
------ ------- -------- -------- --------
Total Revenues -- 77,110 153,875 (30,788) 200,197
Gross Profit
Equipment Sales
New 6,318 35,630 (1,114) 40,834
Used 2,109 2,109
Rental and Services 322 13,710 (37) (3,555) 10,440
------- ------- ------- -------- --------
Total Gross Profit 322 22,137 35,593 (4,669) 53,383
% of Revenues 28.7% 23.1% 26.7%
Operating expenses
Selling, general and
administrative $5,863 14,568 11,192 31,623
Product Liability 351 351
Research and
development - - 8,691 - 8,691
------- ------- ------- ------- --------
Total Operating
Expenses 5,863 14,568 20,234 --- 40,665
Income/(Loss) $(5,541) $7,569 $15,359 $(4,669) $12,718
from Operations
% of Revenues 9.8% 10.0% 6.4%
</TABLE>
Fiscal Year Ended June 25, 2000 Compared to Fiscal Year Ended June 27, 1999
Revenue increased by 32.6% to $265.4 million in fiscal year 2000 from
$200.2 million in fiscal year 1999. The increase of $65.2 million was
primarily attributable to increased revenue from sales of new equipment of
$57.6 million (including sales of UpRight equipment by Horizon) and increased
rental and service revenue for Horizon of $6.3 million. The primary reasons
for the increase in new equipment sales were: (1) an increase of $51.9 million
in sales by UpRight of new equipment to dealers other than Horizon (of which
$43.9 million of the increase in sales of new equipment was to the European
and Asian markets) and (2) an increase of $5.7 million in Horizon's sales of
new equipment. The increase in Horizon's rental and service revenue was
primarily attributable to significant 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 in fiscal year 1999.
Gross profit for fiscal year 2000 was $42.2 million, a decrease of $11.2
million over gross profit of $53.4 million for fiscal year 1999. The decrease
in gross profit is attributable to lower gross margins, which decreased to
15.9% for fiscal year 2000 compared to 26.7% for the previous fiscal year.
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 six months ended June 25, 2000. In addition, UpRight
experienced pricing pressures in the second, third and fourth 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 fiscal year 2000 compared to fiscal year 1999.
Operating expenses, consisting of selling, general and administrative
expenses, product liability and research and development expenses were $45.9
million for fiscal year 2000 compared to $40.7 million for the same period
last year. SG & A expenses increased by $9.2 million to $40.8 million in
fiscal year 2000 compared to fiscal year 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 15.4% for fiscal year 2000 compared to 15.8% for fiscal
year 1999. Product liability expense decreased by $1.1 million in fiscal year
2000 compared to fiscal year 1999, due to a decrease in product liability
reserves, determined through analytical review. Research and development
expenses for fiscal year 2000 were $5.8 million, a decrease of $2.9 million
compared to fiscal year 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 $17.7 million for
fiscal year 2000 from $12.1 million for fiscal year 1999 due primarily to a
decrease in interest income related to lower cash balances at the Company as
well as increased borrowings at Horizon and UpRight.
Income taxes in fiscal year 2000 were a benefit of $9.0 million compared
to an expense of $0.2 million in fiscal year 1999. The income tax benefit is
primarily due to taxable losses in fiscal year 2000 compared to taxable income
in fiscal year 1999.
Net loss for fiscal year 2000 was $13.3 million, representing a decrease
of $13.5 million from net income of $0.2 million for the previous fiscal
year, as a result of the factors described above.
Fiscal Year Ended June 27, 1999 Compared to Fiscal Year Ended June 28, 1998
Revenue increased by 17.2% to $200.2 million in fiscal year 1999 from
$170.8 million in fiscal year 1998. The increase of $29.4 million was
primarily attributable to increased revenue from sales of new equipment of
$15.3 million (including sales of UpRight equipment by Horizon) and increased
rental and service revenue for Horizon of $11.1 million. The primary reasons
for the increase in new equipment sales were UpRight's sales of large scissor
lifts and boom lifts and Horizon's sales of telescopic material handlers. The
increase in Horizon's rental and service revenue was primarily attributable to
significant rental fleet additions and the inclusion of results from
businesses acquired subsequent to the third quarter in fiscal year 1998.
Gross profit for fiscal year 1999 was $53.4 million, an increase of $0.4
million over gross profit of $53.0 million for fiscal year 1998. The increase
in gross profit is attributable to higher revenue; however, gross margins
decreased to 26.7% for fiscal year 1999 compared to 31.0% for the previous
fiscal year, due to a combination of factors at UpRight and Horizon. During
fiscal 1999, UpRight faced increased competitive pricing pressure on its sales
of new equipment and inefficiencies in its manufacturing process. UpRight's
manufacturing inefficiencies were due to the ramp-up of production at the new
Madera facility caused by the slower than expected development of a trained,
productive workforce and delays in bringing on-line the continuous flow paint
facility. In addition, UpRight experienced paint capacity constraints at its
Selma facility. Gross profit was also negatively impacted due to increased
sales of lower margin forklifts and telescopic material handlers at Horizon,
together with lower sales prices on used equipment and increased depreciation
expense, and higher elimination of gross profit attributable to UpRight's
products held in Horizon's rental fleet and sales inventory as of June 27,
1999 compared to June 28, 1998.
Operating expenses, consisting of selling, general and administrative
expenses, product liability and research and development expenses were $40.7
million for fiscal year 1999 compared to $32.7 million for the same period
last year. SG & A expenses increased by $7.7 million to $31.6 million in
fiscal year 1999 compared to fiscal year 1998, due to higher corporate
expenses of $3.5 million at the Company, including a $1.0 million severance
payment to the former President of the Company, and higher marketing and
administrative expenses at Horizon of $3.5 million due to the increase in size
of the business. Product liability expense was $0.4 million for fiscal year
1999 compared to $2.8 million in fiscal year 1998. The decrease in product
liability expense is primarily due to the reduction in the accrued liability
based on a low incident rate and cost per case experienced in fiscal year
1999. Research and development expense for fiscal year 1999 was $8.7 million
compared to $6.0 million for fiscal year 1998. The increase in Research and
development expenses is due to developing new boom lift products and
telescopic material handlers.
Interest expense, net of interest income, increased to $12.1 million for
fiscal year 1999 from $9.4 million for fiscal year 1998 due primarily to lower
cash balances and higher borrowings used to fund Horizon's rental additions
and UpRight's Madera facility construction.
Income taxes in fiscal year 1999 were $0.2 million compared to $3.2
million in fiscal year 1999. The decrease in provision for income taxes is
primarily due to lower taxable income in fiscal year 1999.
Net income for fiscal year 2000 was $0.2 million, representing a
decrease of $7.5 million from net income of $7.7 million for the
previous fiscal year, as a result of the factors described above.
Liquidity and Capital Resources
The Company's cash flow requirements are for working capital, capital
expenditures and debt service.
The Company meets its liquidity needs through internally generated
funds and committed finance facilities available to its subsidiaries, UpRight
and Horizon, and cash balances.
The Company's cash balance as of June 25, 2000 was $3.3 million. This
cash is used in part to finance the capital expenditure program at UpRight and
Horizon and, in addition, 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 June 25, 2000, UpRight
and Horizon had utilized $14.6 million and $1.0 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 $6.0 million at June 25, 2000, was interest only and was paid in
full 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 $4.0 million at
June 25, 2000, is interest only and payment is due in full in October 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
$7.5 million at June 25, 2000, is interest only and will convert to a five
year term loan in November, 2000.
The Company's working capital was $47.1 million and $54.7 million at June 25,
2000 and June 27, 1999, respectively. The decrease in working capital during
the fiscal year is mainly due to an increase in the current portion of long
term debt of $29.2, partially offset by an increase in inventory of $10.3
million and an increase in accounts receivable/due from factor of $8.9 million.
The Company's outstanding debt was $194.3 million and $150.6 million at June
25, 2000 and June 27, 1999, respectively. The increase in outstanding debt
primarily resulted from increased use of cash by operating activities during
the fiscal year ended June 25, 2000. Cash and cash equivalents were $3.3
million and $13.3 million at June 25, 2000 and June 27, 1999, respectively.
Net cash used by operating activities was $36.2 million and $7.5 million at
June 25, 2000 and June 27, 1999, respectively. The increase in net cash used
by operating activities of $28.7 million is primarily related to: the increase
in accounts receivable/due from factor of $19.9 million and the net loss
versus net income for fiscal year 2000 compared to fiscal year 1999 which
accounted for $13.5 million, an increase in prepaid expenses and other assets
of $7.3 million in fiscal year 2000 compared to fiscal year 1999, partially
offset by an increase in accrued expenses of $10.8 million in fiscal year 2000
compared to fiscal year 1999. The increase in accounts receivable/due from
factor is attributable to increased sales volumes and extended terms granted
to major accounts in Europe. 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. The increase in accrued expenses in
fiscal year 2000 was due to: (1) increase in affiliate payable, (2) accrued
marketing suport costs, (3) warranty expense and (4) insurance expense.
Net cash used by investing activities was $18.4 million in fiscal year 2000
compared to $60.4 million in fiscal year 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 $26.7 million for
fiscal year 2000 compared to $65.1 million for fiscal year 1999. Included in
fiscal year 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 fiscal year 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 $44.5 million and $17.5 million
in fiscal year 2000 and fiscal year 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 fiscal
year 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.
<PAGE>
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
<PAGE>
W.R. CARPENTER NORTH AMERICA, INC.
AND SUBSIDIARIES
Index to Consolidated Financial Statements
Page
Number
Independent Auditors' Report on Consolidated Financial Statements... 22
Consolidated Balance Sheets - June 25, 2000 and June 27, 1999....... 23
Consolidated Statements of Operations - Years ended June 25, 2000,
June 27, 1999 and June 28, 1998.........................................24
Consolidated Statements of Stockholder's Equity - Years Ended
June 25, 2000, June 27, 1999 and June 28, 1998..........................25
Consolidated Statements of Cash Flows - Years Ended
June 25, 2000, June 27, 1999 and June 28, 1998..........................26
Notes to Consolidated Financial Statements...............................27
Consolidated Financial Statements Schedules:
Schedule II - Valuation and Qualifying Accounts.....................43
Schedules other than those listed above are omitted because they are not
required or are not applicable, or the required information is shown in the
respective consolidated financial statements or notes thereto.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholder of
W.R. Carpenter North America, Inc.
Fresno, California
We have audited the consolidated balance sheets of W.R. Carpenter North
America, Inc. and subsidiaries as of June 25, 2000 and June 27, 1999 and the
related consolidated statements of operations, stockholder's equity and cash
flows for each of the three years in the period ended June 25, 2000 and the
related financial statement schedule listed in the accompanying index at item
8. These consolidated financial statements and schedule are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements and schedule based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of W.R.
Carpenter North America, Inc. and subsidiaries as of June 25, 2000 and June
27, 1999 and the results of their operations and their cash flows for each of
the three years in the period ended June 25, 2000 in conformity with generally
accepted accounting principles. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, present fairly in al material respects
the information set forth therein.
PANNELL KERR FORSTER
Certified Public Accountants
A Professional Corporation
Los Angeles, California
August 31, 2000, except for the seventh paragraph of Note 1, which is as of
September 29, 2000
<PAGE>
See notes to the consolidated financial statements
<PAGE>
Page 24
W.R. Carpenter North American, Inc. and Subsidiaries
Consolidated Balance Sheets
(Amounts in thousands)
Assets
<TABLE>
<CAPTION>
June 25, June 27,
2000 1999
---------- --------
<S> <C> <C>
Current assets
Cash and cash equivalents $3,295 $ 13,328
Accounts receivable(net of allowance for 41,878 37,190
doubtful accounts of $713 and $618,
respectively
Due from factor 4,193 -
Affiliates receivable 25,092 4,627
Inventories 49,068 38,748
Prepaid expenses and other 8,166 2,345
Income taxes receivable 2,949 1,300
Deferred income taxes 2,381 1,448
---------- ---------
Total current assets 137,022 98,986
Property, plant and equipment, net 111,589 115,007
Other assets 8,241 10,027
Affiliates receivable, long-term 1,388 -
Deferred income taxes, long-term 507 -
Cash and cash equivalents restricted
as collateral with factor 5,000 -
---------- ---------
Total assets $263,747 $224,020
---------- ---------
Liabilities and Stockholder's Equity
Current liabilities
Accounts payable $ 35,081 $ 26,833
Accrued wages and employee benefits 4,465 3,644
Accrued interest 639 750
Other accrued expenses 12,276 4,792
Current portion of long-term debt 37,483 8,258
--------- ---------
Total current liabilities 89,944 44,277
Senior subordinated notes payable 104,667 104,619
Long-term debt, net of current portion 52,184 37,729
Other long-term liabilities 1,892 4,304
Deferred income taxes - 4,698
--------- ---------
Total liabilities 248,687 195,627
--------- ---------
Commitments and contingencies
Stockholder's equity
Common stock, Class A - $1 par value; 70 shares
authorized, 55 shares issued and outstanding 55 55
Common stock, Class B - $1 par value; 35 shares
authorized, 5 shares issued and outstanding 5 5
Preferred stock - $1 par value; 25 shares
authorized, issued and outstanding 25 25
Additional paid-in capital 8,767 8,767
Cumulative currency translation adjustment (CTA) 2,084 2,084
Retained earnings (on July 3, 1994 a deficit of
$31,395 was eliminated due to a subsidiary's
Quasi-reorganization) 4,124 17,457
--------- ---------
Total stockholder's equity 15,060 28,393
--------- ---------
Total liabilities and stockholder's equity $263,747 $224,020
--------- ---------
</TABLE>
<PAGE>
W.R. Carpenter North America, Inc. and Subsidiaries
Consolidated Statements of Operations
(Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Years Ended
-- ---------------------------------------
June 25, June 27, June 28,
2000 1999 1999
---------- ----------- ----------
<S> <C> <C> <C>
Revenues
Equipment sales
New $210,933 $153,300 $137,998
Used 7,911 7,109 4,207
Rental and services 46,555 39,788 28,592
---------- ----------- ----------
Total revenues 265,399 200,197 170,797
---------- ----------- ----------
Cost of Revenues
Equipment sales
New 182,579 112,466 94,943
Used 6,968 5,000 2,400
Rental and services 33,620 29,348 20,501
---------- ----------- ----------
Total cost of revenues 223,167 146,814 117,844
---------- ----------- ----------
Gross profit
Equipment sales
New 28,354 40,834 43,055
Used 943 2,109 1,807
Rental and services 12,935 10,440 8,091
----------
---------- -----------
Total gross profit 42,232 53,383 52,953
---------- -----------
Operating expenses
Selling, general and administrative 40,103 31,215 23,902
Product liability (773) 351 2,807
Research and development 5,816 8,691 5,952
Impairment of long-lived assets 716 408 -
---------- ----------- ----------
Total operating expenses 45,862 40,665 32,661
Income (loss) from operations (3,630) 12,718 20,292
Other income (expense)
Interest expense, net (17,671) (12,110) (9,421)
Foreign exchange (1,095) 106 -
Other expense 20 (300) (6)
---------- ----------- ----------
Income (loss) before income taxes (22,376) 414 10,865
Provision (benefit) for income taxes (9,043) 211 3,206
---------- ----------- ----------
Net income (loss) $(13,333) $203 $ 7,659
---------- ----------- ----------
Earnings (loss) per common share $ (222) $ 3 $ 128
---------- ----------- ----------
Weighted average number of common shares 60,000 60,000 60,000
---------- ----------- ----------
</TABLE>
<PAGE>
W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES
See notes to the consolidated financial statements
Page 25
W.R. Carpenter North America, Inc. and Subsidiaries
Consolidated Statements of Stockholder's Equity
Years Ended June 25, 2000, June 27, 1999 and June 28, 1998
(Amounts in thousands)
<TABLE>
<CAPTION>
Accumulated
Common Stock Preferred Stock Additional Other Total
------------ ---------------- Paid-in Comprehensive Retained Stockhoders
Shares Amounts Shares Amounts Capital Income (CTA) Earnings Equity
------------ ---------------- -------- ------------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, June 29, 1997 $60 60 25 $25 $8,767 $2,084 $16,095 27,031
Net income - - - - - - 7,659 7,659
Balance, June 28, 1998 60 60 25 25 8,767 2,084 23,754 34,690
Net income - - - - - - 203 203
Dividends paid - - - - - - (6,500) (6,500)
Balance, June 27, 1999 60 60 25 25 8,767 2,084 17,457 28,393
Net loss - - - - - - (13,333) (13,333)
Balance, June 25, 2000 60 $ 60 25 $25 $8,767 $2,084 $4,124 $15,060
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
See notes to the consolidated financial statements
Page 26
W.R. Carpenter North America, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Dollars in thousands)
Years Ended
----------- -- -------- -- -------
June 25, June 27, June 28,
2000 1999 1998
----------- -------- -------
<S> <C> <C> <C>
Cash flows from oeprating activities
Net income (loss) $(13,333) $203 $7,659
Adjustments to reconcile net income
(loss) to net cash provided (used)
by operating activities
Depreciation and amortization 18,008 13,262 8,053
Gain on disposition of
property, plant and equipment (880) (2,163) (1,997)
Impairment of long-lived assets 716 408 -
Deferred income taxes, net (6,138) 2,113 93
Changes in operating assets and liabilities
Accounts receivable (26,454) (10,784) (5,034)
Due from factor (4,193) - -
Inventories (10,251) (13,532) 10,574)
Prepaid expenses and other assets (7,961) (650) (1,222)
Accounts payable 8,248 8,805 6,443
Accrued expenses 8,194 (2,592) 2,405
Other, net (2,126) (2,524) (808)
---------- -------- --------
Total adjustments (22,837) (7,657) (2,641)
---------- -------- --------
Net cash provided (used) by
operating activities (36,170) (7,454) 5,018
---------- -------- --------
Cash flows from investing activities
Additions to property,
plant and equipment (26,670) (65,065) (27,424)
Proceeds from disposition of assets 8,281 6,917 4,072
Acquisition, net of cash acquired - (2,262) (5,537)
---------- -------- --------
Net cash used by investing
activities (18,389) (60,410) (28,889)
---------- -------- --------
Cash flows from financing activities
Proceeds from long-term debt 106,789 81,725 15,878
Repayment of long-term debt (63,983) (55,294) (5,683)
Affiliates receivable 6,720 (2,408) (3,388)
Restricted cash (5,000) - -
Dividends paid (6,500)
---------- -------- --------
Net cash provided by
financing activities 44,526 17,523 10,195
---------- -------- --------
Net decrease in cash and cash equivalents (10,033) (50,341) (13,676)
Cash and cash equivalents at beginning 13,328 63,669 77,345
of ye ---------- -------- --------
Cash and cash equivalents at end of year $3,295 $13,328 $63,669
---------- -------- --------
Supplemental disclosure of cash flow information
Cash used for interest payments $ 17,708 $ $
13,502 12,118
---------- -------- --------
Cash used for income tax payments 229 $2,320 $2,226
---------- -------- --------
</TABLE>
See note 19 for additional supplemental information to consolidated statements
of cash flows.
<PAGE>
Page 55
W. R. Carpenter North America, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
June 25, 2000, June 27, 1999 and June 28, 1998
(Amounts in thousands except per share amounts)
Note 1 - The Company
W.R. Carpenter North America, Inc. (the Company), incorporated in 1975 under
the laws of the State of Delaware, serves as the holding company for its
operating subsidiaries UpRight, Inc. (UpRight), and Horizon High Reach, Inc.
(Horizon).
UpRight was incorporated in California in 1947, and its stock was publicly
traded from 1980 until 1988 when it was acquired by an affiliate of the
Company. In 1988, through a corporate reorganization, UpRight became a
wholly-owned subsidiary of the Company. Prior to 1989, Horizon was an
independent company in the business of renting and selling aerial work
equipment in Southern California. In 1989, UpRight acquired the assets of
Horizon which were merged into the retail division of UpRight's North American
Operations. In 1994, Horizon became a separate, wholly-owned subsidiary of
the Company. Although Horizon is a distributor for UpRight products, the two
companies have separate management teams and operate on an independent basis.
UpRight is a leading manufacturer, distributor and international marketer of
aerial work platforms. Sales are made principally to independent distributors
who rent and sell UpRight's products to a broad customer base, which includes
end users in the industrial, commercial, institutional and construction
markets.
The aerial work platform industry is highly competitive. In selling its
aerial work platform products, UpRight experiences two principal types of
competition: from other manufacturers and from alternative equipment. UpRight
competes in the aerial work platform industry primarily with several other
manufacturers. Certain of UpRight's competitors are part of, or are
affiliated with, companies that are larger and have greater financial
resources than UpRight.
The principal customers for UpRight's new equipment are independent equipment
distributors that primarily rent UpRight's products and provide service
support to equipment users. In recent years, there has been significant
consolidation in ownership among rental companies, including certain UpRight
customers, resulting in a more limited number of major customers comprising a
substantial portion of total revenue.
Horizon is a leading industrial equipment rental, sales and service equipment
company serving a diverse range of customers from 17 domestic locations.
Horizon's rental fleet consists primarily of aerial work platforms, portable
lift products, self-propelled scissor lifts and boom lift products, telescopic
material handlers and forklifts. Horizon rents equipment on a daily, weekly
and monthly basis and, occasionally, for longer periods. Horizon is also a
distributor of new equipment for several leading manufacturers and sells used
equipment from its rental fleet, in addition to complementary parts, supplies
and accessories.
On September 29, 2000, the Company sold all of the assets and outstanding
capital stock of Horizon to United retas, Inc. for total consideration of
$90 million (subject to certain adjustments to be based on a post-closing
audit.) At closing, the Company received consideration consisting of $50
million in cash and two senior unsecured 5 year pormissory notes in the
aggregate principal amount of $40 million.
Horizon is a distributor for UpRight products in all of Horizon's designated
market areas. The equipment in Horizon's existing rental fleet consists of
scaffold, UpRight lifts, scissors, boom lifts, and other lift products.
Horizon also represents various product lines for other manufacturers.
Horizon's corporate headquarters are located in Fresno, California.
<PAGE>
W.R. Carpenter North America, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
June 25, 2000, June 27, 1999 and June 28, 1998
(Amounts in thousands except per share amounts)
Note 1 - The Company (continued)
Horizon's competitors include national and multi-regional companies, regional
competitors that operate in a small number of states, small independent
businesses with one or a few rental locations, and equipment vendors and
dealers which both sell and rent equipment directly to end users.
Risk factors
Economic - The equipment rental industry is highly dependent upon the
level of business activity in the commercial and industrial segments of
the economy. As a result, the equipment rental industry is particularly
sensitive to national, regional and local slowdowns in the commercial
construction industry, which is highly cyclical and subject to downturns
during economic slowdowns.
Competition - The equipment rental, sales and service industry is highly
competitive. The Company's competitors include national, multiregional
companies and dealers that both sell and rent equipment directly to end
users. To the extent that existing or future competitors seek to gain or
retain market shares by reducing rental rates or sales prices, the
Company may be required to lower its prices, thereby adversely affecting
the operating results of the Company.
Need for continued capital expenditures - A principal component of the
Company's strategy is to provide its rental customers with relatively
new, high-quality equipment. The Company continues to expand its
manufactured product lines and manufacturing capacity. The annual
replacement of equipment and plans to expand the Company's business will
require significant capital expenditures. There can be no assurance that
in the future the Company will have capital sufficient to fund such
planned or additional expenditures.
Insurance - The Company maintains insurance coverage for its operations
and activities. There can be no assurance that existing or future claims
will not exceed the level of such insurance or that such insurance will
continue to be available at economically feasible terms.
Note 2 - Summary of significant accounting policies
Principles of consolidation
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries, UpRight and Horizon. In consolidation, all
significant intercompany balances and transactions are eliminated.
Cash flows
For purposes of the statement of cash flows, the Company considers all cash
investments and related deposits purchased with a maturity of three months or
less to be cash equivalents.
<PAGE>
W.R. Carpenter North America, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
June 25, 2000, June 27, 1999 and June 28, 1998
(Amounts in thousands except per share amounts)
Note 2 - Summary of significant accounting policies (continued)
Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the dates of the financial statements,
and the reported amounts of revenue and expenses during the reporting
periods. Estimates are used when accounting for the allowance for doubtful
accounts, inventory obsolescence, long-lived assets, depreciation, product
warranty expense, income taxes, product liability reserves, and other
contingencies. Actual future results could differ from those estimates.
Revenue recognition
The Company's subsidiaries recognize revenue from equipment sales upon
shipment. Revenue from rentals is recognized ratably over the term of the
rental contract, and sales of rental equipment are recognized once a purchase
option has been exercised, pursuant to the applicable rental share agreement.
Inventories
Horizon's inventories are valued at the lower of cost or market and cost is
determined using an average costing method, which approximates the first-in,
first-out (FIFO) method. UpRight's inventories are valued at the lower of
standard costs, which approximates FIFO, or market. Provision is made to
reduce excess and obsolete inventories to their estimated net realizable value.
Property, plant and equipment
Property, plant and equipment are stated at cost. When units of property are
disposed of, the cost and accumulated depreciation are removed from the
accounts, and any resulting gain or loss is recognized in operations for the
period. Sales of rental equipment are reflected as used sales equipment in
the accompanying consolidated financial statements. Cost of used equipment
sales consists of the net book value of the equipment sold plus costs directly
associated with the sale. (See note 7 regarding assets acquired through
acquisition.)
Depreciation is computed using the straight-line method over the following
estimated useful lives of the assets, as follows:
Building and improvements 5 - 39 years
Machinery and equipment 3 - 10 years
Rental equipment 3 - 10 years
Expenditures for ordinary repairs and maintenance are charged to operations;
betterments are capitalized.
Other assets
Noncompete covenants are amortized using the straight-line method over the
terms of the respective agreements, two to five years. Goodwill represents
the excess purchase price paid over the fair market value of the assets of
companies acquired by Horizon. Goodwill is being amortized over 10 years on a
straight-line basis. Debt issue costs are amortized on a straight-line basis
over the term of the related debt.
<PAGE>
W.R. Carpenter North America, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
June 25, 2000, June 27, 1999 and June 28, 1998
(Amounts in thousands except per share amounts)
Impairment of long-lived assets
The Company reviews long-lived assets and identifiable intangibles whenever
events or circumstances indicate that the carrying amount of such assets may
not be fully recoverable. The Company evaluates the recoverability of
long-lived assets by measuring the carrying amounts of the assets against the
estimated undiscounted cash flows associated with these assets. At the time
evaluations indicate that the future undiscounted cash flows of certain
long-lived assets are not sufficient to recover the assets' carrying value,
the assets are adjusted to their fair values (based upon discounted cash
flows).
During fiscal 1997, the Company acquired certain assets and liabilities of
Forklift Sales, Inc., a forklift sales, rental, and repair company in
California. This acquisition was accounted for under the purchase method, with
the excess of cost over management's estimated fair value of the net assets
acquired of $687, allocated to goodwill. During 1999, management reviewed the
estimated future cash flows related to this operation and deemed them to be
insufficient to fully recover the carrying value of the assets acquired.
Accordingly, management has recognized a $408 impairment charge in 1999 to
reduce unamortized goodwill related to this acquisition. As of June 25, 2000,
this goodwill has been fully amortized.
Foreign currency transactions
Monetary assets and liabilities denominational in foreign currencies are
translated into United States dollars at the rate of exchange ruling at the
balance sheet date. Resulting differences to monetary assets and liabilities
as a result of fluctuating currency exchange rates would be reflected as other
comprehensive income.
Transactions during the period are translated at the rates ruling at the dates
of the transactions. Profits and losses resulting from the operating
translation policy are recognized in the consolidated statements of operations.
Other comprehensive income
The Company has no material components of other comprehensive income (loss)
and, accordingly, net income (loss) is equal to comprehensive income (loss)
for all periods presented.
Derivative financial instruments
The Company holds certain derivative instruments designated as hedges. These
instruments have a high correlation with the underlying exposure.
Accordingly, gains and losses from changes in derivative fair values are
deferred. The Company currently uses purchased foreign currency contracts to
hedge foreign currency risk on inventory purchases. The Company also enters
into interest rates swaps to hedge interest rate risk on the Company's
outstanding debt. All derivatives are off-balance-sheet and therefore have no
carrying value. Excluding the interest rate swap described in note 9,
derivatives generally have initial terms of less than one year.
Income taxes
The Company files a consolidated tax return with its subsidiaries. Current
and deferred taxes are recorded for differences in the timing of the
recognition of revenues and expenses for financial reporting and income tax
purposes. Deferred taxes result primarily from the use of accelerated
depreciation methods for income tax purposes, timing in the deduction of state
income taxes, capitalization of certain costs in inventories for tax purposes,
and differences in the recognition of certain accruals for tax and financial
statement purposes.
<PAGE>
W.R. Carpenter North America, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
June 25, 2000, June 27, 1999 and June 28, 1998
(Amounts in thousands except per share amounts)
Earnings (loss) per share
Earnings (loss) per share is computed using the weighted average number of
shares outstanding of common stock. In February 1997, the Financial
Accounting Standards Board issued SFAS No. 128, "Earnings per share." This
statement establishes simplified standards for computing and presenting
earnings per share (EPS). It requires dual presentation of basic and diluted
EPS on the face of the income statement for entities with complex capital
structures and disclosures of the calculation of each EPS amount.
Fiscal year
The fiscal year of the Company ends on the Sunday nearest to June 30.
Reclassifications
Certain reclassifications have been made to the 1999 financial statements to
conform with 2000 classifications. These reclassifications have no effect on
equity or net income as previously reported.
Note 3 - Factored receivable
During fiscal 2000, UpRight entered into a factoring agreement to factor
certain of its accounts receivable, cancelable on written notice. All
factored accounts receivable are sold with recourse; ie: UpRight bears the
credit risk and UpRight is contingently liable to the factor for merchandise
disputes and customer claims on all receivables acquired by the factor. As of
June 25, 2000, factored receivables totaled $4,193. UpRight's management has
determined that factored receivables are adequately reserved. In addition,
the factor holds $5,000 in cash as collateral on factored receivables.
Note 4 - Inventories
Inventories consist of the following:
2000 1999
------- -------
Finished goods $19,427 $12,998
Work-in-progress 1,545 3,200
Raw materials 28,096 22,550
$49,068 $38,748
A reserve of $1,397 and $551 for fiscal years 2000 and 1999, respectively, has
been deducted from inventories for potential obsolescence.
Note 5 - Property, plant and equipment
Property, plant and equipment consists of the following:
2000 1999
-------- --------
Land $ 703 $ 1,647
Building and improvements 20,429 18,565
Machinery and equipment 59,615 53,475
Rental equipment 76,974 77,132
157,721 150,819
Less accumulated depreciation (46,132) (35,812)
$111,589 $115,007
<PAGE>
W.R. Carpenter North America, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
June 25, 2000, June 27, 1999 and June 28, 1998
(Amounts in thousands except per share amounts)
Note 6 - Other assets
<TABLE>
<CAPTION>
Other assets consist of the following:
2000 1999
------- -------
<S> <C> <C>
Debt issue costs, net $ 3,362 $ 3,848
Goodwill 5,534 6,447
Organization costs - 457
Noncompete covenants 130 -
Deposits 138 130
Long-term receivable - 108
Note receivable, due from officer 425 439
------- -------
9,589 11,429
Less accumulated amortization (814) (868)
------- -------
8,775 10,561
Less current portion (included in
"prepaid and other" current assets (534) (534)
------- -------
Other assets, net $ 8,241 $10,027
------- -------
</TABLE>
Amortization expense related to goodwill during 2000 and 1999 and
organizational cost during 1999 was $832 and $692, respectively.
Note 7 - Acquisitions
During 1999, the Company acquired the stock of an aerial work platform sales,
rental and repair company in Colorado (Contractor's Equipment Company of
Colorado, Inc.) for $2,262 plus $3,300 of assumed debt. The acquisition of
these assets was financed with cash payments, net of cash acquired of $2,262.
The acquisition was accounted for under the purchase method. The excess of
cost over management's estimated fair value of the net assets acquired has
been allocated to goodwill.
Results of the Contractor's Equipment Company of Colorado, Inc. acquisition
are included in the consolidated financial statements beginning March 28, 1999.
<PAGE>
W.R. Carpenter North America, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
June 25, 2000, June 27, 1999 and June 28, 1998
(Amounts in thousands except per share amounts)
Note 8 - Lease obligations
The Company's subsidiaries lease certain office and operating facilities and
certain machinery and equipment under operating leases. The following table
sets forth minimum payments under operating lease arrangements:
<TABLE>
<S> <C>
2001 $ 2,333
2002 1,914
2003 1,679
2004 1,534
2005 1,096
Thereafter 3,580
-------
Total future minimum lease payments $12,136
-------
</TABLE>
Rent expense under operating leases was $3,311, $2,896 and $3,064 in fiscal
years 2000, 1999 and 1998, respectively.
Note 9 - Long-term debt and credit facilities
Long-term debt consists of the following:
<TABLE>
<CAPTION>
2000 1999
------- -------
<S> <C> <C>
Notes payable obligations and credit facilities
secured with accounts receivable, inventories
and machinery and equipment, due in monthly
installments of various amounts with imputed
interest at various rates per annum (ranging
from 7.7% to 10.5%) due at various dates
through May 2014 $83,834 $39,851
Variable interest bonds (ranging from 7% to 11%),
secured by deed of trust and equipment due in
monthly installments of varying amounts through
September 2014 5,833 6,136
------- -------
89,667 45,987
Less current portion 37,483 8,258
------- -------
$52,184 $37,729
</TABLE>
On October 27, 1994, the Company's UpRight subsidiary finalized a bonds
payable agreement with the Community Redevelopment Agency (Agency) of the City
of Selma, California, for purchases of buildings, equipment and tooling. For
the fiscal years ended June 25, 2000 and June 27, 1999, the Company made
principal payments of $303 and $253, respectively, on the bonds. The total
value of bond funds was $7,870, of which $750 is to remain undisbursed as bond
reserves remaining with the Agency and unavailable for UpRight's use through
the entire term of the bond agreement. As of June 25, 2000 and June 27, 1999,
$750 was undisbursed and remained as bond reserves with the Agency. As of
June 25, 2000 and June 27, 1999, the bonds payable had outstanding balances of
$5,833 and $6,136, respectively, included on the long-term debt and credit
facilities schedule above as variable interest bonds.
<PAGE>
W.R. Carpenter North America, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
June 25, 2000, June 27, 1999 and June 28, 1998
(Amounts in thousands except per share amounts)
Note 9 - Long-term debt and credit facilities (continued)
The following is a five year maturity schedule for long-term debt (excluding
the senior subordinated notes). (See note 10.)
<TABLE>
<CAPTION>
Notes
Bonds Payable
------- -------
<S> <C> <C>
2001 $ 1,026 $37,158
2002 1,014 12,982
2003 1,000 12,684
2004 988 11,282
2005 932 4,363
Thereafter (2006 to 2014) 8,557 5,365
13,517 83,834
Less amount representing bond interest (6,934) -
Gross present value 6,583 83,834
Bond reserve remaining with Agency 750 -
------- -------
Net present value $ 5,833 $83,834
</TABLE>
On October 27, 1994, UpRight also entered into an agreement with the City of
Selma (City) to develop and improve at the Company's expense, certain of the
Company's real property infrastructure. The improvements project will be
financed by the issuance of Limited Obligation Improvement Bonds for
Assessment District No. 1994-1 (District). The total project cost is not to
exceed $1,400. The Company is scheduled to repay the bond financing in
bi-annual payments of varying amounts at an average interest rate of 8.4%
through December 2014. Due to the structure of the agreement with the City,
the Company is issued bi-annual property tax bills as the bond payments are
due. The Company records the bond payments as property tax expense as each
one accrues. As a consequence of this treatment, the Company's financial
statements do not reflect the bond payable balance of $1,400 at the year end.
In August 1999, UpRight entered into a financing agreement with the financial
institution, to refinance obligations under its previous line of credit of
$20,000, that hold available to UpRight credit facilities in the aggregate
total amount of $35,000. Facility number one is subject to a revolving line
of credit for working capital of up to $20,000. Payment terms for the
revolving line of credit are interest only monthly with all principal due and
payable at maturity, which is October 16, 2000, at which time all unpaid
principal and interest shall be due and payable. Interest accrues on amounts
borrowed at the institutions reference rate minus one half of one percent, or
LIBOR plus 120 basis points. Collateral includes a security agreement
assuring a first priority position covering accounts receivable, inventory and
equipment. Facility number two, is a revolving line of credit for funding
purchases to the boom manufacturing plant of up to $10,000. Payment terms are
interest monthly, all principal due and payable at maturity which is June 30,
2000, with periodic principal reductions from refinance by certain leasing
companies, with release of equipment finance. Interest terms and security
agreement are the same as those noted above. Facility number three, is a
revolving line of credit for real estate construction and improvements of the
boom manufacturing plant of up to $5,000. Payment terms are interest monthly,
all principal due and payable at maturity, which is June 30, 2000. Interest
terms and security agreement are the same as noted above. At June 25, 2000,
the interest rate on all three facilities was 9% and the related outstanding
balance was $24,630, with available funds of $10,370. Debt covenants under
the agreement require UpRight to maintain certain financial ratios. At June
25, 2000, UpRight was not in compliance with one such ratio, however, UpRight
has received a waiver from the financial institution through October 16,
2000. See related subsequent event disclosures at note 22 to the financial
statements.
<PAGE>
W.R. Carpenter North America, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
June 25, 2000, June 27, 1999 and June 28, 1998
(Amounts in thousands except per share amounts)
Note 9 - Long-term debt and credit facilities (continued)
In June 2000, UpRight entered into an equipment financing line of credit in
the amount of $5,000. No obligations were outstanding at June 25, 2000 under
this line.
In August 1999, Horizon entered into a note payable arrangement with a bank in
the amount of $30,000,000. This note bears interest at LIBOR plus 1.75
percent (8.40 percent at June 25, 2000). The note is to be repaid monthly
through September 2004 and is secured by the rental assets of the Company.
In August 1999, Horizon entered into an interest rate swap agreement with a
bank to obtain a fixed rate of interest on the first two years of a note
payable maturing in September 2004 (see below). At June 25, 2000, the
national amount of this contract was $12,750,000 at a fixed interest rate of
8.23 percent. Under the terms of the swap agreement, the Company and the bank
will continue to pay the interest obligation on their respective debt
balances. Any net difference under the interest rate swap agreement will be
settled between the parties to the agreement on a monthly basis. This
agreement terminates in September 2002.
Horizon has a revolving line of credit with a bank allowing it to borrow up
to $6,000, not to exceed 80 percent of eligible receivables plus 25 percent
of the Company's inventory. Interest accrues at Horizon's option at either 25
percent below the bank's prime lending rate (9.25 percent at June 25, 2000),
or the LIBOR plus 1.85 percent. As of June 25, 2000, and June 27, 1999, the
balance outstanding under the Revolving Credit Line was $1,048 and $4,354,
respectively. The Revolving Credit Line is secured by the assets of Horizon.
The Revolving Credit Agreement contains various restrictive covenants,
including minimum tangible net worth, minimum current ratio, maximum debt to
tangible net worth, and limits on annual capital expenditures and operating
lease expenses. As of June 25, 2000, Horizon was in compliance with these
covenants.
Note 10 - Senior subordinated notes
On June 4, 1997, the Company filed a private placement offering of $105,000,
10.625 percent senior subordinated notes due in 2007 (the Notes). The Notes
are guaranteed by the subsidiaries and are subordinated to all senior
indebtedness of the subsidiaries. The notes are reflected in accompanying
balance sheets net of unamortized discount of $333 and $381 at June 25, 2000
and June 27, 1999, respectively. The effective interest rate is approximately
10.68%.
The Company applied the net proceeds to repay the outstanding indebtedness and
various term loans of the subsidiaries, finance capital expansion programs,
and fund acquisitions in complementary businesses.
The terms of the Notes contain covenants that, among other things, restrict
the ability of the Company and its subsidiaries to (i) incur additional
indebtedness; (ii) pay dividends and make distributions; (iii) issue stock of
subsidiaries; (iv) make certain investments; (v) repurchase stock; (vi) create
liens; (vii) enter into transactions with affiliates; (viii) enter into sale
and leaseback transactions; (ix) create dividend or other payment restrictions
affecting subsidiaries; (x) merge or consolidate the Company or any of the
guarantors; and (xi) transfer or sell assets. These covenants are subject to
a number of exceptions as defined in the agreement. (See also Note 22).
<PAGE>
W.R. Carpenter North America, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
June 25, 2000, June 27, 1999 and June 28, 1998
(Amounts in thousands except per share amounts)
Note 11 - Employee benefit plans
Employees of UpRight's participate in a Taxsaver's Investment Plan (UpRight
401(k) Plan). The UpRight 401(k) Plan was originally adopted effective as of
January 1, 1984, as an addition to the Company's Employee Stock Ownership
Plan, originally adopted in January 1, 1975. The Company's Employee Stock
Ownership Plan was terminated in 1987. UpRight makes fixed contributions to
the UpRight 401(k) Plan for each year in an amount equal to 4% of the
compensation of all eligible participants, plus up to an additional 2%
matching of participants' contributions. The UpRight 401(k) Plan also
contains features that allow employees to save money before paying Federal
income tax on the amount saved. The UpRight 401(k) Plan covers all employees
who have at least one year of service, and is administrated by a Plan
Committee, whose members are appointed by UpRight's Board of Directors. The
UpRight 401(k) Plan is intended to conform to the provisions of the Employee
Retirement Income Security Act of 1974. Contributions to the UpRight 401(k)
Plan are fully vested as of December 31 in the year in which such
contributions were made. Contributions of approximately $909, $698 and $611
were made by UpRight during 2000, 1999 and 1998, respectively.
Employees of Horizon participate in the Horizon High Reach 401(k) Plan
(Horizon 401(k) Plan). Participation in this defined contribution plan is
available to all full-time employees who have completed at least one year of
service and attained the age of 21. Horizon makes fixed contributions to the
Horizon 401(k) Plan for each year in an amount up to 4% of the compensation of
all eligible participants. In addition to the fixed annual contribution,
Horizon is required to make a matching contribution equal to the participant's
elective contribution up to 2% of the participant's compensation for the
calendar year. Employee contributions to the Horizon 401(k) Plan are fully
vested. Employer contributions are vested in 20% annual increments beginning
after the second year of participation in the Horizon 401(k) Plan, with full
vesting occurring after the sixth year of participation. Employees are fully
vested upon their 65th birthday. Employees of Horizon who had been employed
by UpRight or Horizon for one year as of December 31, 1993 are fully vested in
the Horizon 401(k) Plan. During 2000, 1999 and 1998. Horizon expensed and
accrued $648, $457, and $500, respectively, under the Horizon 401(k) Plan.
Note 12 - Capital stock
The Company is authorized to issue 70 shares of its $1 par value Class A
common stock and 35 shares of its $1 par value Class B common stock. At June
25, 2000, June 27, 1999 and June 28, 1998, 55 shares of Class A common stock
and 5 shares of Class B common stock were issued and outstanding. The Class A
and Class B shares have equal voting rights and, subject to the rights of the
Company's preferred shares, equal rights as to dividends and other
distributions.
The Company is also authorized to issue 25 shares of its $1 par value
preferred stock, all of which was issued and outstanding at June 25, 2000,
June 27, 1999 and June 28, 1998. The preferred shares have no voting rights
and have preference over both classes of common stock as to dividends and
other distributions. The preferred shares are entitled to a $10 per share
preferential distribution before any distribution to common shareholders in
the event the Company is dissolved or liquidated.
<PAGE>
W.R. Carpenter North America, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
June 25, 2000, June 27, 1999 and June 28, 1998
(Amounts in thousands except per share amounts)
Note 13 - Provision for income taxes
The provision (benefit) for income taxes consists of the following
<TABLE>
<CAPTION>
2000 1999 1998
-------- ------ -----
<S> <C> <C> <C>
Current
Federal $(2,905) $125 $2,632
State - 25 481
------ ------ ------
(2,905) 150 3,113
Deferred (6,138) 61 93
------- ------ ------
$(9,043) $211 $3,206
</TABLE>
At June 25, 2000, the Company had net operating losses carry forwards for
Federal and state income tax purposes of approximately $15,500 and $12,000,
respectively, expiring through 2015.
The following is a summary of deferred tax assets and liabilities:
<TABLE>
<CAPTION>
2000 1999 1998
------------------ ------------------ ------------------
Current Noncurrent Current Noncurrent Current Noncurrent
<S> <C> <C> <C> <C> <C> <C>
Deferred tax
liabilities
resulting
from taxable
temporary
differences $ (138) $(4,067) $ (96) $(7,714) $ (44) $(5,120)
Deferred tax assets
resulting from
deductible temporary
differences, loss
carry forwards, and
tax credit forwards 2,519 4,574 1,544 3,016 1,835 2,192
----------------- ---------------- ----------------
$2,381 $ 507 $1,448 $(4,698) $1,791 $(2,928)
</TABLE>
The provision for income taxes differs from the expense that would result form
applying Federal statutory rates to income before taxes because of the
inclusion of a provision for state income taxes. In addition, the provision
includes deferred income taxes resulting from adjustments in the amount of
temporary differences.
The Company concluded that a deferred tax asset valuation allowance as of June
25, 2000, June 27, 1999 and June 28, 1998, was not necessary.
Note 14 - Reorganization of UpRight, Inc.
Effective July 3, 1994, UpRight's Board of Directors approved the elimination
of UpRight's accumulated deficit through an accounting reorganization of its
equity accounts (a quasi-reorganization). The quasi-reorganization, as
reflected in the accompanying consolidated financial statements, did not
result in the revaluation of any assets or liabilities of UpRight, because the
fair values were estimated to approximate book values.
The purpose of the quasi-reorganization was to provide users of UpRight's
financial statements with a "fresh start" presentation of UpRight's operations
subsequent to the spin off of its former retail operating division into
Horizon, a separate wholly-owned subsidiary of the Company (see note 1).
The reorganization of Horizon into a separate subsidiary and UpRight's
quasi-reorganization were all significant aspects of the Company's efforts to
strategically refocus its capital resources and operational structure.
<PAGE>
W.R. Carpenter North America, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
June 25, 2000, June 27, 1999 and June 28, 1998
(Amounts in thousands except per share amounts)
Note 15 - Leases
UpRight is a party to numerous short-term rental share agreements with
purchase options with equipment rental companies. The agreements are being
treated as operating leases. UpRight maintains ownership of the equipment
during the term of the agreements, which range from four to twelve months in
duration. Up until the agreement term expires, the retail equipment company
has the option to purchase the rental equipment, reduced by any rental
payments made under the agreement. Generally, from the date the equipment is
shipped until the equipment rental term expires, UpRight is entitled to
receive, either 1) a 40% to 70% share of the rental revenue attributed to the
machines rented by the equipment rental companies, or 2) a required monthly
rental of 1% to 1.5% of the stated purchase price of the related machines.
The majority of the agreements provide a 100% purchase option, however,
certain agreements provides a 50% required purchase at term expiration. Cost
and accumulated depreciation of the rental equipment at June 25, 2000 and June
27, 1999, was $1,517 and $98, and $2,191 and $76, respectively. At June 25,
2000, minimum future rentals for fiscal 2001 were $58.
Note 16 - Business segments
In June 1997, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 131, "Disclosures about Segments
of an Enterprise and Related Information. "This statement requires public
business enterprises to report financial and descriptive information about
reportable segments. The statement also establishes standards for related
disclosures about products and services, geographic areas and major
customers. In fiscal year 1999 the Company adopted SFAS No. 131. The Company
operates in two business segments, the manufacturing of aerial work platforms,
boom lifts, portable lifts and aluminum scaffolding segment, and in the
industrial equipment rental, sales and service company segment.
The manufacturing segment sells its product principally to independent
distributors who rent and sell the product to customers, which include end
users in the industrial, commercial, institutional and construction markets.
The industrial equipment rental segment rents, sells and services primarily
aerial work platforms, potable lifts and boom products, and forklifts from 17
domestic locations. New equipment is also distributed for several
manufacturers. Used equipment is sold from its rental fleet, as well as
parts, supplies and accessories.
Total revenues by segment reflect sales to unaffiliated customers. In
computing income from operations, none of the following have been added or
deducted: nonoperating interest expense, nonoperating interest income, and
income taxes. Capital expenditures excludes property, plant and equipment
acquired through acquisition.
<PAGE>
W.R. Carpenter North America, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
June 25, 2000, June 27, 1999 and June 28, 1998
(Amounts in thousands except per share amounts)
Note 16 - Business segments (continued)
A summary of revenue, income from operations, identifiable assets,
depreciation and amortization, and capital expenditures for the years June 25,
2000, June 27, 1999 and June 28, 1998, is as follows:
<TABLE>
<CAPTION>
Rental
Manufacturing and Services Corporate Consolidated
------------- ------------- --------- ------------
<S> <C> <C> <C> <C>
Revenues'
2000 $ 175,471 $ 89,928 $ - $265,399
1999 123,087 77,110 - 200,197
1998 116,072 54,725 - 170,797
Income (loss) from operations
2000 $ (2,386) $ 3,764 $(5,008) $ (3,630)
1999 10,690 7,569 (5,541) 12,718
1998 15,513 6,100 (1,321) 20,292
Identifiable assets
2000 $ 159,479 $ 81,955 $22,313 $263,747
1999 115,852 87,703 20,455 224,020
1998 81,485 58,608 56,566 196,659
Depreciation and amortization
2000 $ 7,120 $ 10,774 $ 114 $ 18,008
1999 3,749 9,513 - 13,262
1998 2,678 5,375 - 8,053
Capital expenditures
2000 $ 10,181 $ 12,832 $ 3,657 $ 26,670
1999 27,425 33,965 3,675 65,065
1998 10,456 16,968 - 27,424
Number of operating locations
at year end (unaudited)
2000 2 17 - 19
1999 2 16 - 18
1998 1 15 - 16
</TABLE>
' Includes revenue from external customers for all groups of products
and services in each segment reported. Products and services sold by
each segment are similar in nature; also, it is impracticable to disclose
revenues by product. During the fiscal years ended 2000, 1999 and 1998,
one customer of the manufacturing segment accounted for sales of $36,958,
$31,178 and $20,667, respectively.
Revenue from customer geographical segments were as follows:
<TABLE>
<CAPTION>
2000 1999 1998
-------------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
U.S., Canada and Latin America $153,343 58% $132,023 66% $115,161 67%
Europe 104,262 39 64,338 32 48,339 28
Pacific Rim 7,794 3 3,836 2 7,297 5
-------------- -------------- ------------
$265,399 100% $200,197 100% $170,797 100%
</TABLE>
The majority of the Company's operating long lived assets are located in the
United States.
<PAGE>
W.R. Carpenter North America, Inc. and Subisdiaries
Notes to Consolidated Financial Statements (continued)
June 25, 2000, June 27, 1999 and June 28, 1998
(Amounts in thousands except per share amounts)
Note 17 - 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 (except as described below) all claims, 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 material adverse effect on
the Company's consolidated financial position.
Horizon has been sued for damages arising out of a traffic accident involving
a Horizon employee. The matter is in the early stages of investigation,
pleading and discovery. No demand has been received. However, the initial
claim for damages in the complaint exceeds Horizon's $11,000 combined policy
limits of primary and excess insurance for this type of loss. 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 material adverse effect on the financial position of
the Company.
Note 18 - Related party transactions
Included in the financial statements are the following related party balances
and transactions, (see note 22).
<TABLE>
<CAPTION>
2000 1999
--------- --------
<S> <C> <C>
Balances due from related parties, including
$19,804 and $2,219 of trade receivables for
2000 and 1999, respectively (See Note 19) $ 25,092 $ 4,627
Note receivable from officer 425 439
Interest and other payables due to related party 725 774
Revenues from related parties* 44,497 39,103
Cost of revenues from related parties* 35,153 30,020
Purchases from related parties 2,397 2,793
Marketing expense incurred with related parties 4,151 (595)
Service agreement fees 1,054 2,007
Dividends paid to related party - $ 00
</TABLE>
* Revenue and cost of revenue from related parties does not include $36,958
and $31,178 in sales and $27,840 and $21,322 in cost of sales, for fiscal 2000
and 1999, respectively, to a company where a minority voting interest is owned
by an affiliate of UpRight.
<PAGE>
W.R. Carpenter North America, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
June 25, 2000, June 27, 1999 and June 28, 1998
(Amounts in thousands except per share amounts)
Note 18 - Related party transactions (continued)
Revenue from related parties includes $10,291 of sales of an affiliate company
on which the accounts receivable are subject to a factoring agreement with an
unrelated financial institution. During fiscal 2000, $4,193 of accounts
receivable were factored under the terms of the agreement.
During fiscal 2000, UpRight recorded sales totaling $6,883 to an affiliated
company of equipment recently rented or leased to unaffiliated customers with
either mandatory purchase requirements or purchase options at the end of
rental terms ranging from four to twelve months. Outstanding receivables from
the affiliate are included in accounts receivable.
On May 12, 1997, the Company entered into a corporate services agreement with
Griffin pursuant to which Griffin will, for a term of one fiscal year
commencing June 30, 1997, provide consulting services to the Company, UpRight
and Horizon in various areas including operations, finance and accounting,
asset management, strategic planning and policy, management organization,
marketing, technology, communications, public relations and SEC compliance and
reporting. During fiscal years 2000 and 1999, the Company paid an aggregate
of $1,054 and $2,007, respectively, for services rendered by Griffin.
The note receivable due from officer is secured by deed of trust and
assignment of rents and real estate owned by the officer. The note receivable
carries interest of 7.0%. The principal sum of the note and all accrued and
unpaid interest thereon shall be paid in full on or before May 27, 2001.
The former President of the Company resigned effective March 4, 1999 and was
granted severance compensation of $1,000.
Note 19 - Supplemental disclosures of cash flow information
Noncash investing and financing activities:
During fiscal years June 25, 2000 and June 27, 1999, inventory was transferred
to rental equipment, in the amounts of $4,099 and $2,191, respectively.
Accounts receivable of $4,181 and nontrade receivables of $491 were converted
into notes receivable due from related parties. In addition, the Company sold
$6,316 of real property for a note receivable to an affiliated company.
Note 20 - Concentrations of credit risk
Financial instruments that subject the Company to concentration of credit risk
are cash equivalents, factor receivables and trade receivables. Cash
equivalents consist principally of short-term money market funds and
restricted cash. Except for restricted cash, these instruments are short-term
in nature and bear minimal risk. To date, the Company has not experienced
significant losses on these instruments.
The Company performs on-going credit evaluations of its customer's financial
conditions. Security is required on all accounts with credit limits in excess
of $50. UCC financing statements are filed, when necessary, for U.S.
customers and sixty days (from invoice date) letter of credit are required for
export shipments.
<PAGE>
W. R.Carpenter North America, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
June 25, 2000, June 27, 1999 and June 28, 1998
(Amounts in thousands except per share amounts)
Note 21 - Recent accounting pronouncement
Statement of Financial Accounting Standards (SFAS) No. 137, which amended the
effective date of SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" (as amended by SFAS 138, June 2000), was issued in June
1999. The Company is required to adopt SFAS 133 and 138 during the first
quarter ending September 2001. The Company does not expect the adoption of
SFAS 133 and 138 to have a material impact on their financial statements.
Note 22 - Subsequent events
On June 30, 2000, an UpRight obligation in the amount of $4,000 under a $5,000
line of credit, was in payment default in addition to covenant defaults as
discussed in note 9 to the financial statements. In July 2000, the $4,000
default obligation was refinanced under a promissory note agreement with the
same financial institution. Payment default rights were waived by the
financial institution through October 16, 2000 at which time all unpaid
principal and interest will be due and payable.
As of June 25, 2000, $30,000 of the Senior subordinated notes were acquired by
affiliates of the Company. Subsequent to the year end an additional $30,850
of the notes were also acquired by affiliates of the Company.
<PAGE>
Schedule II
Valuation and Qualifying Accounts
June 25, 2000, June 27, 1999 and June 28, 1998
(Amounts in thousands except per share amounts)
<TABLE>
<CAPTION>
Balance at Charged to Charged to Balance at
Beginning Costs and Other End of
of period Expenses Accounts Deductions Period
<S> <C> <C> <C> <C> <C>
Allowances are
deducted from the
assets to which
they apply
Year ended June 25, 2000
Reserve for Product $5,543 $(2,400) $ - $ 50 $3,093
liability
Allowance for
Uncollectible
Accounts 618 268 - 173 713
Product
obsolescence 551 999 - 153 1,397
------- -------- ------ ------ ------
$6,712 $(1,133) $ - $ 76 $5,203
------- -------- ------ ------ ------
Year ended June 25, 1999
Reserve for Product
Liability $6,340 $ 351 $ - $1,148 $5,543
Allowance for
Uncollectible
Accounts 410 183 - (25) 618
Product
obsolescence 550 436 - 435 551
------ ------- ------ ------ ------
$7,300 $ 970 $ - $1,558 $6,712
------ ------- ------ ------ ------
Year ended June 25, 1998
Reserve for Product
Liability $5,235 $2,807 $ - $1,702 $6,340
Allowance for
uncollectible
accounts 364 292 - 246 410
Product
obsolescence 334 216 - - 550
------ ------- ----- ------ ------
$5,933 $3,315 - $1,948 $7,300
------ ------- ----- ------ ------
</TABLE>
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Company.
The following table sets forth certain information concerning the
directors and executive officers of the Company, UpRight and Horizon:
<TABLE>
<CAPTION>
Name Age Position
---- --- ---------
<S> <C> <C>
Robert F. Stowe 56 Chairman of the Board of Directors of the Company
David K. Sargent 61 President and Director of the Company
Graham D. Croot 45 Chief Financial Officer of the Company
Noel Corcoran 54 Secretary of the Company
Peter B. Sawdy 68 Director of the Company
Ian Menzies 41 President of UpRight
Shaun Flanagan 60 Vice President and General Manager of Horizon
</TABLE>
Robert F. Stowe has served as Chairman of the Board of Directors of the
Company since 1985. He is the founder of various trusts, the beneficiaries of
which are the family, relations and other descendants of Mr. Stowe (the "Stowe
Family Trusts"). Since 1974, Mr. Stowe has served as Chairman of various
companies which are owned by the Stowe Family Trusts and which are affiliates
of the Company. Mr. Stowe is a Fellow of the Institute of Chartered
Accountants in Australia.
David K. Sargent served as Chief Executive Officer of the Company,
UpRight and Horizon from 1989 until December 31, 1997 and as President of the
Company, UpRight and Horizon from 1989 to June 28, 1998 and has served as
President of the Company from March 4, 1999 to the present. He has served as
a Director of the Company since 1994. Mr. Sargent resumed the position of
President of the Company in March 1999. Prior to 1989, Mr. Sargent was
President of Instant Zip-Up Limited, a distributor of UpRight products in the
United Kingdom. Mr. Sargent is currently a director of UpRight (U.K.) Limited
(formerly Instant Zip-Up Limited).
Graham D. Croot has served as Chief Financial Officer of the Company
since 1990. He served as the Company's Treasurer from 1981 to 1989. In
addition to his responsibilities with the Company, Mr. Croot serves as chief
financial officer of various companies owned by the Stowe Family Trusts. Mr.
Croot is a member of The Australian Society of Certified Practicing
Accountants.
Noel Corcoran has served as Secretary of the Company since April 1997.
In addition to his responsibilities with the Company, since 1994, Mr. Corcoran
has served as secretary and in other capacities of various companies owned by
the Stowe Family Trusts. From 1990 to 1994, Mr. Corcoran served as the
Financial Controller of European Operations of UpRight. Mr. Corcoran is a
Fellow of the Association of Chartered Certified Accountants.
Peter B. Sawdy has served as a Director of the Company since April 1997.
Mr. Sawdy is currently the Chairman of Peter Sawdy Associates, a business
consultancy. From 1990 to 1993, Mr. Sawdy was Chairman of Costain Group. Mr.
Sawdy has served in various director and advisory capacities with the Stowe
Family Trusts since 1985.
Ian Menzies has served President of UpRight since March 23, 2000. Mr.
Menzies was President of Long-Airdox, a mining equipment company from 1996
until March, 2000, as well as Managing Director of European operations from
1995 to 1996.
Shaun Flanagan has served as Vice President and General Manager of
Horizon since March 23, 2000 and prior to that from 1994 until December 31,
1998. Mr. Flanagan was the founder and President of Horizon from 1982 until
1989 when Horizon was acquired by UpRight. Mr. Flanagan served as Vice
President and General Manager of the Horizon Division of UpRight from 1989
until 1994 when Horizon became a wholly owned subsidiary of the Company.
<PAGE>
Item 11. Executive Compensation.
The following table sets forth for the last three fiscal years certain
compensation information about the Company's chief executive officer and the
other persons who served as executive officers of the Company, UpRight or
Horizon during fiscal year 2000 and earned in excess of $100,000 during such
year.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation All Other
Name and Principal Position Year Salary Bonus Compensation
--------------------------- ---- ------------------- -------------
<S> <C> <C> <C> <C>
Compensation
David K. Sargent (1) 2000 - -
President of the Company 1999 - -
1998 200,000 -
Graham D. Croot (2). 2000 $395,000 $90,000
Chief Financial Officer
of the Company 1999 $330,000
1998 - -
Ian Menzies (3) 2000 $ 72,504 -
Barris Evulich (4) 2000 $235,000 $20,000
Vice President and
General Manager of UpRight 1999 225,000 20,000
1998 153,169 78,000
Rick Penkert (5) 2000 $266,451 $129,000
Vice President and
General Manager of Horizon 1999 164,140 3,744
1998 101,731 75,000
Shaun Flanagan (6 2000 $271,206 $20,000
Vice President and
General Manager of Horizon 1999 238,500 -
1998 225,000 -
James T. Dillon (7). 2000 $ - $ -
1999 315,252 - $1,000,000
1998 337,500 194,875
</TABLE>
(1) Mr. Sargent served as Chief Executive Officer of the Company, UpRight and
Horizon until December 31, 1997 and as President of the Company, UpRight and
Horizon until June 28, 1998. He resumed the position of President of the
Company in March 1999 due to the departure of Mr. Dillon. Mr. Sargent is
acting as President of the Company pursuant to the corporate services
agreement with Griffin Group International Management Limited, an affiliate of
the Company. See "Item 13 Certain Relationships and Related Transactions."
(2) Until the start of fiscal year 1999, Mr. Croot's salary was paid by
Devereaux Holdings, a company owned by the Stowe Family Trusts. However,
prior to fiscal year 1999, Mr. Croot had been providing consulting services to
the Company pursuant to a corporate services agreement with Griffin Group
International Management Limited, an affiliate of the Company. See "Item
13 -Certain Relationships and Related Transactions."
(3) Mr. Menzies served as President of UpRight beginning March 23, 2000.
(4) Mr. Evulich served as Vice President and General Manager of UpRight
beginning January 1, 1998 until March 23, 2000.
(5) Mr. Penkert served as Vice President and General Manager of Horizon
beginning January 1, 1999 until March 23, 2000.
(6) Mr. Flanagan served as Vice President and General Manager of Horizon until
December 31, 1998. He resumed the position of Vice President and General
Manager of Horizon on March 23, 2000. Mr. Flanagan is a director of Horizon.
(7) Mr. Dillon served as Chief Executive Officer of the Company, UpRight and
Horizon beginning January 1, 1998 and as President of the Company, UpRight and
Horizon beginning June 29, 1998. Mr. Dillon resigned from the Company
effective March 4, 1999.
(8) Consists of severance payments, paid or accrued to Mr. Dillon during
fiscal year 1999.
Directors
Directors of the Company are elected annually and hold office until the
next annual meeting of stockholders or until their successors are duly elected
and qualified.
Directors of the Company do not receive any fees for services on the
Board of Directors. Directors are reimbursed for their expenses for each
meeting attended.
Employee Benefit Plans
Employees of UpRight participate in a Taxsaver's Investment Plan (the
"UpRight 401(k) Plan"). The UpRight 401(k) Plan was originally adopted
effective as of January 1, 1984 as an addition to the Company's Employee Stock
Ownership Plan, originally adopted in January 1, 1975. The Company's Employee
Stock Ownership Plan was terminated in 1987. UpRight makes fixed contributions
to the UpRight 401(k) Plan for each year in an amount equal to 4% of the
compensation of all eligible participants, plus up to an additional 2%
matching of participants' contributions. The UpRight 401(k) Plan also contains
features that allow employees to save money before paying Federal income tax
on the amount saved. The UpRight 401(k) Plan covers all employees who have at
least one year of service, and is administrated by a Plan Committee, whose
members are appointed by UpRight's Board of Directors. The UpRight 401(k) Plan
is intended to conform to the provisions of the Employee Retirement Income
Security Act of 1974. Contributions to the UpRight 401(k) Plan are fully
vested as of December 31 in the year in which such contributions were made.
Employees of Horizon participate in the Horizon High Reach 401(k) Plan
(the "Horizon 401(k) Plan"). Participation in this defined contribution plan
is available to all full-time employees who have completed at least one year
of service and attained the age of 21. Horizon makes fixed contributions to
the Horizon 401(k) Plan for each year in an amount up to 4% of the
compensation of all eligible participants. In addition to the fixed annual
contribution, Horizon is required to make a matching contribution equal to the
participant's elective contribution up to 2% of the participant's compensation
for the calendar year. Employee contributions to the Horizon 401(k) Plan are
fully vested. Employer contributions are vested in 20% annual increments
beginning after the second year of participation in the Horizon 401(k) Plan,
with full vesting occurring after the sixth year of participation. Employees
are fully vested upon their 65th birthday. Employees of Horizon who had been
employed by UpRight or Horizon for one year as of December 31, 1993 are fully
vested in the Horizon 401(k) Plan.
Incentive Compensation
The Company has in effect various arrangements pursuant to which certain
officers may receive incentive cash bonuses based upon the achievement of
financial performance objectives. The Company's Board of Directors determines
the amounts of incentive bonuses, and performance criteria for such bonuses.
Directors' and Officers' Insurance
Group International Securities Limited, the parent of UpRight
International Limited, has purchased liability insurance for the directors and
officers of its subsidiaries, including the Company, UpRight and Horizon,
effective October 1, 1999, for an aggregate 24 months' premium of $208,700.
Directors and executive officers of the Company will pay no part of this
premium. The aggregate insurance coverage under the policy is limited to $15.0
million per policy period, and a $75,000 deductible for each claim, other than
claims arising from the Securities and Exchange Commission for which the
deductible is $150,000, is payable under the policy by Group International
Securities Limited in respect of any claim made against a director or officer
for which Group International Securities Limited has indemnified such director
or officer. The Company is currently in negotiations to obtain an extension
of this insurance policy or a new policy of liability insurance on similar
terms.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of the date hereof, information with
respect to the beneficial ownership of shares of the Company's Common Stock by
each stockholder known by the Company to be the beneficial owner of more than
5% of such shares. No executive officers or directors of the Company own any
shares of the Company's Common Stock.
<TABLE>
<CAPTION>
Percentage
Name and Address of Stockholder Class Shares Of Class
------------------------------- -------------------- ------ ----------
<S> <C> <C> <C>
WRC Holdings, Inc. (1) Class A Common Stock 55,000 100%
7433 N. First Street Suite 103 Class B Common Stock 5,000 100%
Fresno, California 93720 Preferred Stock 25,000 100%
</TABLE>
(1) All of the capital stock of WRC Holdings, Inc. is owned beneficially by
UpRight International Limited. All of the capital stock of UpRight
International Limited is owned beneficially by the Stowe Family Trusts. Mr.
Stowe, who is not a beneficiary thereunder, appoints the trustees of the
trusts.
<PAGE>
Item 13. Certain Relationships and Related Transactions
On May 12, 1997, the Company entered into a corporate services
agreement with Griffin Group International Management Limited ("Griffin"), an
affiliate of the Company (the "Company Corporate Services Agreement") pursuant
to which Griffin, for a term of one fiscal year commencing June 30, 1997,
provides consulting services to the Company, UpRight and Horizon in various
areas including operations, finance and accounting, asset management,
strategic planning and policy, management organization, marketing, technology,
communications, public relations and SEC compliance and reporting. The term
of the Company Corporate Services Agreement is automatically extended for
additional one-year periods, unless either party gives notice of termination
180 days prior to the end of such fiscal year. During fiscal year 2000, the
Company paid $2.0 million to Griffin for such services.
UpRight International Manufacturing Ltd. ("UpRight Ireland"), an
affiliate of the Company located in Ireland, Vectur GmbH ("Instant
Deutschland"), an affiliate of the Company located in Germany, UpRight BV, an
affiliate of the Company located in the Netherlands, and Instant Access
Australia Pty. Ltd. ("Instant Australia"), an affiliate of the Company located
in Australia, each purchase and distribute products for UpRight in their
respective market areas. UpRight management believes that each of the
foregoing arrangements is conducted on an arm's-length basis and on terms at
least as favorable to UpRight as those generally available from unaffiliated
third parties. During fiscal year 2000, the Company's revenue from UpRight
Ireland, Instant Deutschland, UpRight BV and Instant Australia were $0.7
million, $18.6 million, $8.9 million and $0.9 million, respectively. During
fiscal year 1999, the Company's revenue from UpRight Ireland, Instant
Deutschland and Instant Australia were $1.2 million, $4.6 million and $2.0
million, respectively. During fiscal year 1998, the Company's revenue from
UpRight Ireland, Instant Deutschland and Instant Australia were $4.3 million,
$3.1 million and $3.0 million, respectively. In addition, UpRight and Horizon
purchase and distribute in the United States certain products manufactured by
UpRight Ireland. During fiscal years 2000, 1999 and 1998, the Company's
purchases from UpRight Ireland totaled approximately $4.4 million, $2.8
million and $3.0 million, respectively. During fiscal years 2000, 1999 and
1998, UpRight paid UpRight Ireland $1.1 million, $1.5 million and $1.2
million, respectively, for participation in UpRight Ireland's cooperative
marketing programs. Also, during fiscal 2000, UpRight recorded sales
totaling $6,883 to an affiliated company of equipment recently rented or
leased to unaffiliated customers with either mandatory purchase requirements
or purchase options at the end of rental terms ranging from four to twelve
months. Outstanding receivables from the affiliated are included in accounts
receivable.
During fiscal years 2000, 1999 and 1998, the Company had revenue from
UpRight (U.K.) Limited (formerly Instant Zip-Up Limited) of approximately
$37.0 million, $31.2 million and $26.7 million, respectively. An affiliate of
the Company owns a minority voting interest in UpRight (U.K.) Limited.
At the end of fiscal year 1997, the Company was indebted to UpRight
International Limited for an aggregate principal amount of approximately $13.5
million. In fiscal year 1998, the Company repaid this indebtedness in full, and
at the end of fiscal years 2000, 1999, and 1998, the Company was not indebted
to UpRight International Limited.
In May 1998, an executive officer of the Company executed two promissory
notes payable to the Company in the aggregate amount of $452,000. These notes
are secured by a deed of trust and assignment of rents and real estate owned
by the officer. The notes bear interest of 7.0% and the principal thereof and
all accrued and unpaid interest thereon is due in full on or before May 27,
2001.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) Financial Statements, Financial Statement Schedules and Exhibits
1. Financial Statements
See Index included on page 21
2. Financial Statement Schedules
See Index included on page 21
Financial Statement schedules other than those listed above are
omitted because they are not required or are not applicable, or the
required information is shown in the respective consolidated
financial statements or notes thereto.
3. 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, 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.
Exhibit
Number Description of Document
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 (g) Lease Agreement, dated September 1, 1999, between Aircold
Supply and UpRight, Inc.
10.24(i) (g) Lease Agreement, dated January 25, 1999, between Clay
Development & Construction and Horizon High Reach, Inc.
10.25 (h) Lease Agreement, dated May 4, 2000, between Advantage
Properties, Inc. 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 (g) Lease Agreement, dated September 1, 1999, between Aircold
Supply and UpRight, Inc.
10.24(i) (g) Lease Agreement, dated January 25, 1999, between Clay
Development & Construction and Horizon High Reach, Inc.
10.25 (h) Lease Agreement, dated May 4, 2000, between Advantage
Properties, Inc. and Horizon HIgh Reach, Inc.
10.26 (j) Stock Purchase Agreement, dated September 29, 2000,
between a wholly owned subsidiary of United Rentals, Inc.
and the Company
10.27 (j) Promissory Note, dates September 29, 2000, issued in favor
of the Company, by a wholly owned subsidiary of United
Rentals, Inc.
10.28 (j) Promissory Note, dates September 29, 2000, issued in favor
of the Company, by a wholly owned subsidiary of United
Rentals, Inc.
'21.1 Subsidiaries of the Company
24.1 Power of Attorney (see page 53)
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.
(g) Incorporated herein by reference to the Company&s Quarterly Report on
Form 10-Q for the quarterly period ended December 26, 1999, filed with
the Securities and Exchange Commission on February 1, 2000.
(h) Incorporated herein by reference to the Company&s Quarterly Report on
Form 10-Q for the quarterly period ended March 26, 2000, filed with the
Securities and Exchange Commission on May 10, 2000.
(j) Incorporated herein by reference to the Company&s Annual Report on
Form 10-K for the fiscal year ended June 25, 2000, filed with the
Securities and Exchange Commission on October 10, 2000.
(b) Reports on Form 8-K.
The Company filed a report on Form 8-K with the Securities and
Exchange Commission on September 29, 2000 announcing the signing and
simultaneous closing of a definitive agreement with a wholly owned
subsidiary of United Rentals, Inc. ("NYSE:URI") providing for the
sale of all of the assets and outstanding capital stock of Horizon
High Reach, Inc., formerly a wholly owned subsidiary of the Company
for $90 million (subject to certain adjustments to be based on a
post-closing audit). The following Exhibits are filed
herewith and made a part hereof:
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: October 10, 2000
By: /s/ David K. Sargent By: /s/Graham D. Croot
David K. Sargent Graham D. Croot
President Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Graham D. Croot and David K. Sargent,
and each of them, his attorney-in-fact, with full power of substitution, for
him in any and all capacities, to sign any amendments to the Report, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact, or his substitute or substitutes,
may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates
indicated.
Signature Title Date
/s/ David K. Sargent President and Director October 10, 2000
David K. Sargent (Principal Executive Officer)
/s/ Graham D. Croot Chief Financial Officer October 10, 2000
Graham D. Croot (Principal Financial Officer
and Principal Accounting Officer)
/s/ Peter B. Sawdy Director October 10, 2000
Peter B. Sawdy
/s/ Robert F. Stowe Chairman of the Board of Directors October 10, 2000
Robert F. Stowe
Supplemental Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant
to Section 12 of the Act
No such annual report or proxy material has been sent to security holders.
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------- -----------------------
<S> <C>
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, 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, nc.
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 (g) Lease Agreement, dated September 1, 1999, between
Aircold Supply and UpRight, Inc.
10.24(i) (g) Lease Agreement, dated January 25, 1999, between Clay
Development & Construction and Horizon High Reach, Inc.
10.25 (h) Lease Agreement, dated May 4, 2000, between Advantage
Properties, Inc. and Horizon HIgh Reach, Inc.
10.26 (j) Stock Purchase Agreement, dated September 29, 2000,
between a wholly owned subsidiary of United Rentals,
Inc. and the Company
10.27 (j) Promissory Note, dates September 29, 2000, issued in
favor of the Company, by a wholly owned subsidiary of
United Rentals, Inc.
10.28 (j) Promissory Note, dates September 29, 2000, issued in
favor of the Company, by a wholly owned subsidiary of
United Rentals, Inc.
'21.1 Subsidiaries of the Company
24.1 Power of Attorney (see page 53)
27.1 Financial Data Schedule
</TABLE>
(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.
(g) Incorporated herein by reference to the Company&s Quarterly Report on
Form 10-Q for the quarterly period ended December 26, 1999, filed with
the Securities and Exchange Commission on February 1, 2000.
(h) Incorporated herein by reference to the Company&s Quarterly Report on
Form 10-Q for the quarterly period ended March 26, 2000, filed with the
Securities and Exchange Commission on May 10, 2000.
(j) Incorporated herein by reference to the Company&s Annual Report on
Form 10-K for the fiscal year ended June 25, 2000, filed with the
Securities and Exchange Commission on October 10, 2000.
