<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 1, 2000.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 333-31187
W.R. CARPENTER NORTH AMERICA, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1049647
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7433 North First Street
Suite 103
Fresno, CA 93720
(Address of principal executive offices and zip code)
(559) 353-3950
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
At November 15, 2000 there were 55,000 shares of Class A common stock,
$1.00 par value, and 5,000 shares of Class B common stock, $1.00 par value, of
the registrant issued and outstanding.
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<TABLE>
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<S> <C> <C> <C>
Oct 1,2000 Sept 26, 1999 Jun 25,2000
(unaudited) (unaudited) (audited)
--------------- --------------- --------------
--------------- --------------- --------------
ASSETS
Current Assets
Cash and cash equivalents $15,886 $9,862 $3,295
Accounts receivable (net of allowance for doubtful 25,593 47,502 41,878
accounts of $122, $516, and $713, respectively)
Due from factor 1,956 -------- 4,193
Affiliates receivable 21,331 -------- 25,092
Inventories 29,999 38,699 49,068
Prepaid expenses and other 5,837 3,358 8,166
Prepaid income taxes 2,949 1,156 2,949
Deferred income taxes 1,614 1,479 2,381
--------------- --------------- --------------
--------------- --------------- --------------
Total current assets 105,165 102,056 137,022
Property, plant and equipment, net 54,821 119,700 111,589
Other assets 55,773 9,795 15,136
--------------- --------------- --------------
--------------- --------------- --------------
Total assets $215,759 $231,551 $263,747
=============== =============== ==============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable $22,197 $18,319 $35,081
Other accrued expenses 25,585 12,409 17,380
Current portion of long-term debt 26,898 10,165 37,483
--------------- --------------- --------------
Total current liabilities 74,680 40,893 89,944
Senior Subordinated Notes Payable 104,679 104,631 104,667
Long-term debt, net of current portion 26,668 49,780 52,184
Other long-term liabilities 361 4,460 1,892
Deferred income taxes ----- 4,660 --------
Total liabilities 206,388 204,424 248,687
--------------- --------------- --------------
Commitments and contingencies
Stockholder's equity
Common stock 60 60 60
Preferred stock 25 25 25
Additional paid-in capital 8,767 8,767 8,767
Cumulative currency translation adjustment (CTA) 2,084 2,084 2,084
Retained earnings (on July 3, 1994 a (deficit) of
$31,395 was eliminated due to a subsidiary's (1,565) 16,191 4,124
quasi-reorganization)
--------------- --------------- --------------
9,371 27,127 15,060
--------------- --------------- --------------
--------------- --------------- --------------
Total liabilities and stockholder's equity $215,759 $231,551 $263,747
=============== =============== ==============
See accompanying notes to condensed consolidated financial statements.
</TABLE>
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<TABLE>
<CAPTION>
W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per-share data)
(unaudited)
<S> <C> <C>
Three Months Ended
Oct 1, 2000 Sept 26, 1999
----------- -------------
Revenues $43,458 $39,304
Cost of Revenues 42,766 33,465
---------- ----------
Gross profit 692 5,839
---------- ----------
Operating expenses
Selling, general and administrative 6,135 4,950
Product liability 360 360
Research and development 1,362 1,190
---------- ----------
Total operating expenses 7,857 6,500
---------- ----------
Operating loss from continuing operations (7,165) (661)
Other income/(expense)
Interest expense, net (4,357) (2,798)
Other income/(loss) (591) 129
---------- ----------
Loss from continuing operations before income taxes (12,113) (3,330)
Benefit for income taxes 4,845 1,413
---------- ----------
Loss from continuing operations (7,268) (1,917)
---------- ----------
Discontinued operations
Income from discontinued operations of Horizon
High Reach, less income taxes of $178 and $567 268 651
Gain on sale of Horizon, less income taxes of $874 1,311
---------- ----------
Net loss $(5,689) $(1,266)
========== ==========
Loss per common share from continuing operations $(121.13) $(31.95)
========== ==========
Net loss per common share $(94.82) $(21.10)
========== ==========
Weighted average number of common shares used
to compute net loss per common share 60,000 60,000
========== ==========
See accompanying notes to condensed consolidated financial statements.
</TABLE>
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<TABLE>
<CAPTION>
W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
Three Months Ended
-------------------
<S> <C> <C>
Oct 1,2000 Sept 26, 1999
----------- -----------
Cash flows from operating activities
Net loss $(5,689) $(1,266)
----------- -----------
Adjustments to reconcile net loss to net cash used by operating activities
Depreciation and amortization 3,156 4,253
Gain/(loss) on disposition of property, plant and equipment 324 (530)
Changes in operating assets and liabilities
Accounts receivable 22,283 (5,685)
Inventories 19,069 49
Prepaid expenses and other assets 2,329 (869)
Deferred income taxes, net 767 (31)
Accounts payable (12,884) (8,514)
Accrued expenses 8,205 3,223
Other, net (42,168) 350
----------- -----------
Total adjustments 1,081 (7,754)
----------- -----------
Net cash used by operating activities (4,608) (9,020)
----------- -----------
Cash flows from investing activities
Additions to property, plant and equipment (5,614) (10,752)
Proceeds from disposition of assets 58,902 2,336
----------- -----------
Net cash provided/(used) by investing activities 53,288 (8,416)
----------- -----------
Cash flows from financing activities
Proceeds from long-term debt 3,735 38,571
Repayment of long-term debt (39,824) (24,601)
----------- -----------
Net cash provided/(used) by financing activities (36,089) 13,970
----------- -----------
Net increase/(decrease) in cash and cash equivalents 12,591 (3,466)
Cash and cash equivalents at beginning of period 3,295 13,328
----------- -----------
Cash and cash equivalents at end of period $15,886 $9,862
=========== ===========
Supplemental disclosures of cash flow information:
Cash used for interest payments $1,816 $1,055
=========== ===========
Cash used for income tax payments $0 $397
=========== ===========
See accompanying notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
The accompanying fiscal year 2001 and fiscal year 2000 unaudited interim
condensed consolidated financial statements included herein have been prepared
by W.R. Carpenter North America, Inc. (#the Company#), without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. However, management
believes that the disclosures are adequate to prevent the information presented
from being misleading. These financial statements should be read in conjunction
with the financial statements and the notes thereto included in the Company's
Form 10-K, which contains financial information for the fiscal years ended June
25, 2000 June 27, 1999, and June 28, 1998.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Results of operations for the interim periods are not necessarily
indicative of the results that may be expected for a full year.
The condensed consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. On September 29, 2000, the Company
sold all of the assets and outstanding capital stock of Horizon High Reach, Inc.
(#Horizon#), to United Rentals, 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 promissory notes in the aggregate principal
amount of $40 million. The effective date of this sale for financial reporting
purposes was July 31, 2000. Horizon's financial results are shown as
discontinued operations on the Condensed Consolidated Statements of Operations.
2. Contingencies
The Company and its subsidiaries have various product liability claims and
suits pending, and where applicable, estimated losses have been provided for in
the accompanying financial statements. The Company's policy is to defend each
suit vigorously, regardless of the amount sought in damages. Although the
outcome of such litigation cannot be predicted with certainty, it is the opinion
of management, based on the advice of legal counsel and other considerations,
that all claims (with the exception of the claim described below), legal
actions, complaints and proceedings which have been filed or are pending against
the Company and its subsidiaries, as well as possible future claims, are
adequately covered by reserves or insurance, and are not expected to have a
material adverse effect on the Company's consolidated financial position.
Horizon has been sued for damages arising out of a traffic accident involving a
Horizon employee. The status of this legal proceeding was reported in the
Company's Form 10-K for the fiscal year ended June 25, 2000 and, as of October
1, 2000, there have been no material changes in the status of such legal
proceedings.
<PAGE>
W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Certain statements in this Quarterly Report on Form 10-Q include
forward-looking information within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, and are subject to the #safe harbor# created by those sections.
These forward-looking statements involve certain risks and uncertainties that
could cause actual results to differ materially from those in the
forward-looking statement. Such risks and uncertainties include, but are not
limited to, the following factors: substantial leverage of the Company;
industrial cyclicality; dependence on the construction industry; consolidation
of the customer base; dependence upon major customers; risks relating to growth;
significance of new product development; the need for continual capital
expenditures; competition; product liability; insurance; availability of product
components; reliance on suppliers; foreign sales; government and environmental
regulation; labor matters; holding company structure; restrictions under debt
agreements; fraudulent conveyance; and control by the sole stockholder.
Results of Operations
The following table sets forth for the periods indicated certain historical
income statement data derived from the Company's condensed consolidated
statements of operations expressed in dollars and as a percentage of net
revenue.
<TABLE>
<CAPTION>
Three Months Ended
October 1, 2000 September 26, 1999
(Dollars in Thousands)
(Unaudited)
<S> <C> <C> <C> <C>
Revenue $43,458 100.0% $39,304 100.0%
Cost of revenue 42,766 98.4 33,465 85.1
Gross profit 692 1.6 5,839 14.9
Operating expenses 7,857 18.1 6,500 16.6
Operating loss, continuing operations (7,165) (16.5) (661) (1.7)
Interest expense, net (4,357) (10.0) (2,798) (7.1)
Other income/(expense) (591) (1.3) 129 0.3
Benefit for income taxes 4,845 11.1 1,413 3.6
Loss from continuing operations (7,268) (16.7) (1,917) (4.9)
Income from discontinued operations 268 0.6 651 1.7
Gain on sale from discontinued operations 1,311 3.0 0 0.0
Net loss (5,689) (13.1) (1,266) (3.2)
EBITDA, continuing operations (4,918) (11.3) 823 2.1
Depreciation and amortization, continuing 2,247 5.2 1,484 3.8
operations
</TABLE>
Segment Operations
The Company, through its wholly-owned subsidiary, UpRight, Inc. (#UpRight#)
manufactures and sells aerial work platforms. The Company recently sold its
other wholly-owned subsidiary, Horizon, to United Rentals, Inc. Horizon's
financial results are shown as discontinued operations.
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<TABLE>
<CAPTION>
W.R. Carpenter North America, Inc. and Subsidiaries
Consolidating Statement of Operations
Three Months Ended
October 1, 2000
(Dollars in Thousands)
(Unaudited)
------------------------------------------------------------
------------------------------------------------------------
<S> <C> <C> <C> <C>
Carpenter UpRight Consolidated
--------- ------- ------------
Revenues $43,458 $43,458
Cost of revenues 42,766 42,766
--------- ------- --------
Total gross profit 692 692
--------- ------- --------
% of revenue 1.6% 1.6%
Loss from Operations
Selling, general and administrative $1,751 4,384 6,135
Product liability 360 360
Research and development 1,362 1,362
--------- ------- --------
Total operating expenses 1,751 6,106 7,857
========= ======= ========
Loss from operations $(1,751) $(5,414) $(7,165)
% of revenue (12.5%) (16.5%)
W.R. Carpenter North America, Inc. and Subsidiaries
Consolidating Statement of Operations
Three Months Ended
September 26, 1999
(Dollars in Thousands)
(Unaudited)
----------------------------------------
Carpenter UpRight Consolidated
--------- ------- ------------
Revenues $39,304 $39,304
Cost of revenues 33,465 33,465
--------- ------- -------
Total gross profit 5,839 5,839
--------- ------- -------
% of revenue 14.9% 14.9%
Income/(loss) from Operations
Selling, general and administrative $1,424 3,526 4,950
Product liability 360 360
Research and development 1,190 1,190
------- ------- -------
Total operating expenses 1,424 5,076 6,500
======= ======= =======
Income/(loss) from operations $(1,424) $763 $(661)
% of revenue 1.9% (1.7%)
</TABLE>
<PAGE>
Three Months Ended October 1, 2000 Compared to Three Months Ended
September 26, 1999
Revenue for the three months ended October 1, 2000 was $43.5 million, an
increase of $4.2 million from revenue of $39.3 million for the three months
ended September 26, 1999. The increase in revenue was mainly due to additional
sales of equipment to dealers, primarily in the United States.
Gross profit for the three months ended October 1, 2000 was $0.7 million, a
decrease of $5.1 million from gross profit of $5.8 million for the three months
ended September 26, 1999. Gross margin decreased to 1.6% in the three months
ended October 1, 2000 compared to 14.9% in the three months ended September 26,
1999. The decline in gross profit during the three months ended October 1, 2000
compared to the three months ended September 26, 1999 is primarily a result of
significant pricing pressures experienced by UpRight coupled with a change in
the sales mix of equipment, resulting in lower gross margins.
Operating expenses, consisting of selling, general and administrative
expense (SG & A), product liability and research and development expense, were
$7.9 million in the three months ended October 1, 2000 compared to $6.5 million
for the same period last year. SG & A expenses increased by $1.2 million to $6.1
million in the three months ended October 1, 2000 compared to the three months
ended September 26, 1999. The increase in SG & A expenses is primarily due to a
reclassification of freight expenses from cost of revenue. As a percentage of
revenue, SG & A expenses were 14.1% in the three months ended October 1, 2000
compared to 12.6% for the three months ended September 26, 1999. Product
liability expense remained at $0.4 million in the three months ended October 1,
2000 as well as the three months ended September 26, 1999. Research and
development expenses for the three months ended October 1, 2000 were $1.4
million, an increase of $0.2 million compared to the three months ended
September 26, 1999.
Interest expense, net of interest income, increased to $4.4 million for the
three months ended October 1, 2000 from $2.8 million for the three months ended
September 26, 1999 due primarily to: (1) increased borrowings at UpRight; and a
(2) a decrease in interest income related to lower cash balances at the Company.
Income tax for the three months ended October 1, 2000 was a benefit of $4.8
million compared to a benefit of $1.4 million for the three months ended
September 26, 1999. The Company's effective tax rate was minus 40.0% for the
three months ended October 1, 2000 compared to 42.4% for the three months ended
September 26, 1999.
Income from discontinued operations, net of income taxes, for the three
months ended October 1, 2000 was $0.3 million compared to $0.7 million for the
three months ended September 26, 1999. The income from discontinued operations
reflect the operations of Horizon, which was sold to United Rentals, Inc. on
September 29, 2000. The effective date of this sale for financial reporting
purposes was July 31, 2000. The gain on sale of Horizon, net of income taxes,
was $1.3 million.
Net loss for the three months ended October 1, 2000 was $5.7 million,
representing a decrease of $4.4 million from the net loss of $1.3 million for
the three months ended September 26, 1999, as a result of the factors described
above.
Capital Resources and Liquidity
The Company's cash flow requirements are for working capital, capital
expenditures and debt service.
The Company meets its liquidity needs through internally generated funds
and committed finance facilities available to its subsidiary, UpRight, and cash
balances.
The Company's cash balance as of October 1, 2000 was $15.9 million. This
cash is used in part to finance the capital expenditure program at UpRight and,
in addition, used for general corporate purposes. UpRight has a revolving line
of credit from a major financial institution of $20.0 million. As of October 1,
2000, UpRight had utilized $17.8 million of its revolving line of credit.
Further, UpRight had 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 October 1, 2000, was
interest only and payment was made in full in October 2000. All of Horizon's
facilities were terminated at the time of sale to United Rentals, Inc..
The Company's working capital was $30.5 million and $47.1 million at
October 1, 2000 and June 25, 2000, respectively. The decrease in working capital
during the fiscal year is mainly due to a decrease in accounts receivable of
$22.3 million ($11.6 million related to Horizon), a decrease in inventory of
$19.1 million ($12.5 million related to Horizon), partially offset by a decrease
in accounts payable of $12.9 million ($4.3 million related to Horizon) and a
decrease in current portion of long term debt of $10.6 million ($8.2 million
related to Horizon).
The Company's outstanding debt was $158.2 million and $194.3 million at
October 1, 2000 and June 25, 2000, respectively. The decrease in outstanding
debt was primarily due to the sale of Horizon and the payoff of its outstanding
debt at the time of its sale to United Rentals. Cash and cash equivalents were
$15.9 million and $3.3 million at October 1, 2000 and June 25, 2000,
respectively.
Net cash used by operating activities was $4.6 million in the three months
ended October 1, 2000 and $9.0 million for the three months ended September 26,
1999. The decrease in net cash used by operating activities of $4.4 million is
primarily related to: the decrease in accounts receivable of $28.0 million
during the three months ended October 1, 2000 compared to the three months ended
September 26, 1999, the decrease in inventory of $19.0 million, and the increase
in accrued expenses of $5.0 million, partially offset by the increase in other
assets/liabilities of $42.5 million, consisting primarily of $40.0 million of
notes issued by United Rentals, Inc. to the Company for the sale of Horizon, the
increase in the net loss in the three months ended October 1, 2000 compared to
the three months ended September 26, 1999 which accounted for $4.4 million, and
a decrease in accounts payable of $4.4 million. The decrease in accounts
receivable is attributable to the sale of Horizon and improved collections at
UpRight. The decrease in inventory is due to the sale of Horizon and a reduction
in inventory at UpRight. The increase in accrued expenses is due primarily to
accrued expenses related to the sale of Horizon, partially offset by a decrease
in accrued marketing support costs, warranty expense and insurance expense. The
decrease in accounts payable is due primarily to the sale of Horizon.
Net cash provided by investing activities was $53.3 million in the three
months ended October 1, 2000 and net cash used by investing activities was $8.4
million for the three months ended September 26, 1999. The change in net cash
provided compared to net cash used by investing activities resulted primarily
from the sale of Horizon (rental fleet), as well as a decrease in cash used for
the purchase of property, plant and equipment, which totaled $5.6 million for
the three months ended October 1, 2000 compared to $10.8 million for the three
months ended September 26, 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 the three months ended September 26, 1999 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 used by financing activities was $36.1 million in the three months
ended October 1, 2000 compared to net cash provided of $14.0 million in the
three months ended September 29, 1999. The change in net cash used compared to
net cash provided by financing activities is primarily due to the payoff of
Horizon's debt at the time of its sale during the three months ended October 1,
2000 compared to the borrowings by Horizon during the three months ended
September 26, 1999.
The Company believes that, in addition to its cash on hand, internally
generated funds and amounts available to UpRight under its revolving credit
facility 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 the operations and growth of the business.
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. The operating
results of any historical period are not necessarily indicative of results for
any future period.
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in foreign currency
exchange rates, which could affect its future results of operations and
financial condition. The Company manages its exposure to these risks principally
through its regular operating and financing activities.
The Company manufactures its products in the United States and sells these
products in that market as well as international markets, principally Europe. As
a result of the sales of its products in foreign markets, the Company's earnings
can be effected by fluctuations in the value of the U.S. dollar, as compared to
foreign currencies resulting from transactions in foreign markets. In addition,
changes in exchange rates may also effect the volume of sales or the foreign
currency sales price as competitors' services become more or less attractive.
<PAGE>
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The status of certain legal proceedings was reported in the Company's Form
10-K for the fiscal year ended June 25, 2000 and, subsequent thereto, there have
been no material changes in the status of such legal proceedings. Such legal
proceedings are also described in Note 2 to the Condensed Consolidated Financial
Statements in Item 1 of this Form 10-Q. Based upon investigation to date and
consultation with the Company's insurance carrier and legal counsel, management
does not believe that the ultimate resolution of this matter will have a
materially adverse effect on the Company's financial condition, results of
operations or liquidity, to the extent applicabe, provisions have been made.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following Exhibits are filed herewith and made a
part hereof:
Exhibit
Number Description of Document
3.1(i) (a) Certificate of Incorporation of the Registrant, as amended.
3.1(ii) (a) Bylaws of the Registrant, as amended.
4.1 (a) Indenture, dated as of June 10, 1997, by and among the
Registrant, the Guarantors named therein and U.S. Trust
Company of California, N.A.
4.4 (a) Form of Exchange Global Note.
10.3 (a) Industrial Lease, dated February 7 1997, between A.L.L., a
general partnership, and UpRight, Inc.
10.4 (a) Lease, entered into as of November 1995, by and between
Townview Partners, a Ohio partnership and UpRight, Inc.
10.5 (a) Recourse Agreement, dated February 11, 1997, by and between
Horizon High Reach, Inc., and American Equipment Leasing.
10.6 (a) Management Services Agreement, dated May 12, 1997, by and
between the Registrant and Griffin Group International
Management Ltd.
10.8 (a) Lease, dated January 1997, by and between Morris Ragona and
Joan Ragona, and Horizon High Reach, Inc.
10.9 (a) Agreement of Lease, dated January 26, 1995, by and between
Richard V. Gunner and George Andros, and
Horizon High Reach, Inc.
10.10(i) (a) Lease Agreement, executed November 10, 1989, by and between
Trussel Electric, Inc., and Up-Right, Inc., including Lease
Extension Agreement dated February 28, 1994, Lease
Modification Agreement dated January 26, 1994, and Notice
of Option to Renew dated May 7, 1992.
10.10(ii) (b) Lease Extension and Modification Agreement dated September
3, 1998.
10.10(iii) (c) Lease Extension and Modification Agreement dated
October 28, 1997.
10.11 (a) Lease Agreement (undated) by and between T.T. Templin and
Horizon High Reach & Equipment Company.
10.12 (a) Agreement of Lease, dated October 15, 1992, by and between
Robert I. Selsky and Up-Right Aerial Platforms, Assignment
of Lease, dated June 1994, by and between Up-Right, Inc.,
and Horizon High Reach, Inc., and Consent to Assignment
dated July 15, 1994.
10.13 (a) Lease Agreement, dated April 27, 1990, by and between D.L.
Phillips Investment Builders, Inc., and Up-Right, Inc.,
together with Supplemental Agreement to Lease, dated
September 30, 1994, Assignment of Lease, dated June 18,
1990, by and between D.L. Phillips Investment Builders,
Inc., and JMA, Ltd., Assignment of Lease dated June 1994,
by and between Up-Right, Inc., and Horizon High
Reach, Inc.,
and Consent to Assignment dated July 15, 1994.
10.14 (a) Lease Renewal Agreement, dated October 19, 1992, between
Ronald W. Werner and UpRight, Inc.
10.15 (a) Lease, dated March 7, 1995, by and between BMB Investment
Group and Horizon High Reach, Inc.
10.18(i) (b) Equipment Financing Agreement, dated April 23, 1998,
between UpRight, Inc., and KeyCorp Leasing LTD.
10.18(ii) (e) Promissory Note of UpRight, Inc., and Security Agreement,
dated April 1, 1999, between UpRight, Inc., and KeyCorp
Leasing.
10.18(iii) (e) Promissory Note of UpRight, Inc., and Security Agreement,
dated May 4, 1999, between UpRight, Inc., and KeyCorp
Leasing.
10.19(i) (d) Equipment Financing Agreement, dated February 26, 1999,
between UpRight, Inc., and Associates Commercial Corp.
10.19(ii) (e) Security Agreement, dated May 13, 1999, between UpRight,
Inc., and Associates Commercial Corporation.
10.19(iii) (e) Security Agreement, dated June 2, 1999, between UpRight,
Inc., and Associates Commercial Corporation.
10.19(iv) (f) Security Agreement, dated June 24, 1999, between UpRight,
Inc., and Associates Commercial Corporation.
10.20 (e) Lease Agreement, dated April 1, 1999, between FMCSR Holding
Corp., and Horizon High Reach, Inc.
10.21 (e) Lease, dated May 24, 1999, between Industrial Boxboard
Company and Horizon High Reach, Inc.
10.22(i) (f) Credit Agreement, dated August 26, 1999, between Wells
Fargo Bank, NA and Horizon High Reach, Inc.
10.22(ii) (f) Revolving Line of Credit Note of Horizon High Reach, Inc.,
dated August 26, 1999.
10.22(iii) (f) Term Note of Horizon High Reach, Inc., dated
August 26, 1999.
10.22(iv) (f) Term Commitment Note of Horizon High Reach, Inc., dated
August 26, 1999.
10.22(v) (f) Foreign Exchange Agreement, dated August 26, 1999, between
Wells Fargo Bank, NA and Horizon High Reach, Inc.
10.22(vi) (f) Security Agreement - Equipment, dated August 26, 1999,
between Wells Fargo Bank, NA and Horizon High Reach, Inc.
10.22(vii) (f) Continuing Security Agreement, dated August 26, 1999,
between Wells Fargo Bank, NA and Horizon High Reach, Inc.
10.22(viii) (f) Subordination Agreement, dated August 26, 1999, between
Wells Fargo Bank, NA and Horizon High Reach, Inc.
10.23(i) (f) Second Amended and Restated Business Loan Agreement between
Union Bank of California, NA and UpRight, Inc
10.23(ii) (f) Security Agreement, dated August 30, 1999, between Union
Bank of California, NA and UpRight, Inc.
10.23(iii) (f) Promissory Notes of UpRight, Inc., dated August 30, 1999.
10.23 (iv) (f) Subordination Agreement, dated August 30, 1999, between
Union Bank of California, NA and UpRight, Inc.
10.24 (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.
Exhibit
Number Description of Document
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, dated September 29, 2000, issued in favor
of the Company, by a wholly owned subsidiary of United
Rentals, Inc.
10.28 (j) Promissory Note, dated September 29, 2000, issued in favor
of the Company, by a wholly owned subsidiary of United
Rentals, Inc.
10.29(k) Promissory Note, dated
'21.1 Subsidiaries of the Company
24.1 Power of Attorney
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.
(k) Incorporated herein by reference to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended October 1, 2000, filed
with the Securities and Exchange Commission on November 15, 2000.
(a) Reports on Form 8-K.
The Company filed a report on Form 8-K on August 17, 2000 with respect to
the Company's signing of a non-binding letter of intent with United Rentals,
Inc. (#NYSE:URI#) for the sale of Horizon High Reach, Inc. In connection with
the potential consummation of such sale of Horizon High Reach, Inc., the Company
filed a report on Form 8-K on September 12, 2000 with respect to the delivery to
the Company's bondholders of a waiver of covenant non-compliance and consent to
the potential sale under the Company's indenture governing its 10 5/8% Senior
Subordinated Notes due 2007.
The Company then 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. providing for the sale of all of the 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).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
W.R. CARPENTER NORTH AMERICA, INC.
Date: November 15, 2000 By: /s/ Graham D. Croot
Chief Financial Officer
(Principal Financial Officer and Duly
Authorized Signatory)
<PAGE>
Index to Exhibits
Exhibit
Number Description of Document
3.1(i) (a) Certificate of Incorporation of the Registrant, as
amended.
3.1(ii) (a) Bylaws of the Registrant, as amended.
4.1 (a) Indenture, dated as of 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, 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.
10.29(k)
'21.1 Subsidiaries of the Company
24.1 Power of Attorney
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.
(k) Incorporated herein by reference to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended October 1, 2000, filed
with the Securities and Exchange Commission on November 15, 2000.
