<PAGE> 1
PROSPECTUS SUPPLEMENT Filed Pursuant to Rule
424(b)(3) of the Rules and
(To Prospectus dated April 27, 2000) Regulations Under the
Securities Act of 1933
Registration Statement No.
333-56813
BRAND SERVICES, INC.
14.5% Senior Exchangeable Preferred Stock Due 2008,
$0.01 par value per share
----------------------------
RECENT DEVELOPMENTS
Attached hereto and incorporated by reference herein is the Form 10-Q
Quarterly Report of Brand Services, Inc. for the quarterly period ended June 30,
2000.
----------------------------
This Prospectus Supplement, together with the Prospectus, is to be used
by Donaldson, Lufkin & Jenrette Securities Corporation in connection with offers
and sales of the above-referenced securities in market-making transactions at
negotiated prices related to prevailing market prices at the time of the sale.
Donaldson, Lufkin & Jenrette Securities Corporation may act as principal or
agent in such transactions.
August 11, 2000
<PAGE> 2
Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------------------------------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 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 333-56813
BRAND SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3909681
(State or other jurisdiction of incorporation or (I.R.S. employer
organization) identification no.)
15450 South Outer 40, #270, Chesterfield, MO 63017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (636) 519-1000
--------------------------------------------------------------------------------
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 the number of shares outstanding of each of the Registrant's classes of
Common Stock as of the latest practicable date.
Class of Common Stock Outstanding at July 31, 2000
$.01 Par Value 100 shares
<PAGE> 3
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Operations for the Three
Months and Six Months Ended June 30, 2000 and 1999 2
Consolidated Balance Sheets at June 30, 2000 and
December 31, 1999 3-4
Consolidated Statements of Cash Flows for the Six Months
Ended June 30, 2000 and 1999 5-6
Notes to Consolidated Financial Statements 7-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10-13
PART II - OTHER INFORMATION
Item 6. (a) Exhibits 14
(b) Reports on Form 8-K
SIGNATURES 14
Page -1-
<PAGE> 4
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BRAND SERVICES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
(unaudited) (unaudited)
---------------------------------------------------------------
2000 1999 2000 1999
---------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue ............................................. $ 69,086 $ 53,936 $ 136,896 $ 113,063
Operating expenses .................................. 53,167 41,937 104,718 87,767
--------- --------- --------- ---------
Gross profit ...................................... 15,919 11,999 32,178 25,296
Selling and administrative expenses ................. 9,334 8,081 18,324 16,016
--------- --------- --------- ---------
Operating income .................................. 6,585 3,918 13,854 9,280
Interest expense .................................... 4,813 4,574 9,517 9,053
Interest income ..................................... (3) (3) (30) (40)
--------- --------- --------- ---------
Pretax income ..................................... 1,775 (653) 4,367 267
Provision for income tax ............................ -- -- -- --
--------- --------- --------- ---------
Net income ........................................ 1,775 (653) 4,367 267
Less accretion of preferred stock dividends ......... (1,555) (1,349) (3,056) (2,651)
--------- --------- --------- ---------
Net income(loss)applicable to common stock ........ $ 220 $ (2,002) $ 1,311 $ (2,384)
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
Page -2-
<PAGE> 5
BRAND SERVICES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
June
30, 2000 December
(unaudited) 31, 1999
--------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents .......................................... $ 1,195 $ 244
Trade accounts receivable, net of allowance for
doubtful accounts: $893 and $770 ................................. 45,116 37,346
Costs and estimated earnings in excess of billings
on uncompleted contracts ......................................... 2,411 1,786
Notes receivable, current portion .................................. 300 194
Other current assets ............................................... 4,596 3,225
-------- --------
Total current assets ........................................... 53,618 42,795
-------- --------
PROPERTY AND EQUIPMENT:
Land ............................................................... 1,655 1,652
Buildings .......................................................... 2,944 2,829
Vehicles and other equipment ....................................... 16,204 17,634
Scaffolding equipment .............................................. 209,296 184,152
Leasehold improvements ............................................. 874 704
-------- --------
Total property and equipment, at cost ............................ 230,973 206,971
Less-Accumulated depreciation and amortization ..................... 56,235 45,118
-------- --------
Total property and equipment, net .............................. 174,738 161,853
-------- --------
OTHER ASSETS:
Intangible assets, net ............................................. 3,652 968
Deferred financing costs, net ...................................... 4,417 4,779
Notes receivable, net of current portion ........................... 374 477
-------- --------
Total other assets ............................................. 8,443 6,224
-------- --------
TOTAL ASSETS ......................................................... 236,799 210,872
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
Page -3-
<PAGE> 6
BRAND SERVICES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
June
30, 2000 December
(Unaudited) 31, 1999
---------------------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDER'S
EQUITY (DEFICIT)
CURRENT LIABILITIES:
Revolving loan ........................................................ $ 17,300 $ 3,960
Current maturities of long-term debt .................................. 7,050 6,000
Accounts payable ...................................................... 5,477 3,896
Accrued expenses -
Payroll and related accruals ........................................ 6,124 6,137
Workers compensation and health benefits ............................ 10,151 8,947
Other ............................................................... 8,724 7,571
Billings in excess of costs and estimated earnings
on uncompleted contracts ............................................ 1,273 731
--------- ---------
Total current liabilities ......................................... 56,099 37,242
--------- ---------
LONG-TERM DEBT .......................................................... 148,425 147,500
--------- ---------
NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS
5,551 3,499
--------- ---------
DEFERRED INCOME TAXES ................................................... 2,000 2,195
--------- ---------
14.5% SENIOR EXCHANGEABLE
PREFERRED STOCK ..................................................... 44,460 41,404
--------- ---------
STOCKHOLDER'S EQUITY (DEFICIT):
Common stock, $0.01 par value, 100 shares
authorized, issued and outstanding .................................. -- --
Paid-in capital ....................................................... 19,446 19,369
Receivable from sale of Holding's Common Stock ........................ (822) (822)
Predecessor basis adjustment .......................................... (13,038) (13,038)
Cumulative translation adjustment ..................................... (1,008) (851)
Accumulated deficit ................................................... (24,314) (25,626)
--------- ---------
Total stockholder's equity (deficit) ................................ (19,736) (20,968)
--------- ---------
Total liabilities and stockholder's equity (deficit) ................ $ 236,799 $ 210,872
========= =========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
Page -4-
<PAGE> 7
BRAND SERVICES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
Six months ended
June 30 (unaudited)
------------------------------
2000 1999
------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ............................................................ $ 4,367 $ 267
Adjustments to reconcile net income (loss) to net cash
Provided by operating activities -
Depreciation and amortization ....................................... 12,268 10,037
Gain on sale of fixed assets other than scaffolding ................. (33) (36)
Changes in operating assets and liabilities -
Trade accounts receivable, net ....................................... (7,757) 1,362
Costs and estimated earnings in excess of billings
on uncompleted contracts .......................................... (625) 775
Notes receivable .................................................... 56 100
Scaffolding equipment ............................................... 1,474 1,632
Accounts payable .................................................... 1,275 (1,587)
Accrued expenses .................................................... 1,684 (15)
Billings in excess of costs and estimated earnings
on uncompleted contracts .......................................... 538 50
Other ............................................................... (1,371) 648
-------- --------
Net cash used by operating activities ........................... 11,876 13,233
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment .................................... (21,562) (14,079)
Acquisitions .......................................................... (4,200) (875)
Receipts on note receivable from WMIS ................................. -- 1,450
Proceeds from sales of property and equipment
Other than scaffolding ................................................ 33 45
-------- --------
Net cash used by investing activities ............................ (25,729) (13,459)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt .......................................... 5,000 --
Payments of long-term debt ............................................ (3,025) (2,500)
Redemption of Holding's Common Stock .................................. (167) (5)
Capital Contributions from Holdings ................................... 244 --
Borrowings/(payments) of revolving loan ............................... 13,340 1,005
Payments on capital lease obligations ................................. (588) (421)
-------- --------
Net cash provided by financing activities .......................... 14,804 (1,921)
-------- --------
INCREASE/(DECREASE) IN CASH AND CASH
EQUIVALENTS ........................................................... 951 (2,147)
CASH AND CASH EQUIVALENTS, beginning of
Period ................................................................. 244 3,125
-------- --------
CASH AND CASH EQUIVALENTS, end of period ................................ $ 1,195 $ 978
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
Page -5-
<PAGE> 8
BRAND SERVICES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (continued)
(In thousands)
<TABLE>
<CAPTION>
Six months ended
June 30 (unaudited)
------------------------------
2000 1999
------------------------------
<S> <C> <C>
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest paid $9,633 $ 8,505
==============================
NONCASH TRANSACTIONS:
Paid in-kind accretion of preferred stock dividends. $3,056 $ 2,651
==============================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
Page -6-
<PAGE> 9
BRAND SERVICES, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
The financial statements included herein for the periods ended June 30, 2000 and
1999 have been prepared by the Company without audit. In the opinion of
management, all adjustments have been made which are of a normal recurring
nature necessary to present fairly the Company's financial position as of June
30, 2000 and the results of operations and cash flows for the six months ended
June 30, 2000 and 1999. Certain information and footnote disclosures have been
condensed or omitted for these periods. The results for interim periods are not
necessarily indicative of results for the entire year.
1. Organization and Business
Brand Services, Inc. (a Delaware corporation) and its subsidiaries (the
"Company") are 100% owned by DLJ Brand Holdings, Inc. ("Holdings"). Holdings is
owned 62.9% by Donaldson, Lufkin & Jenrette, Inc. ("DLJ"), 9.0% by Carlisle
Enterprises, L.P. ("Carlisle"), 17.9% by Rust International, Inc. ("Rust
International") through its wholly owned subsidiary Rust International Services,
Inc. ("RIS"), and 10.2% by the directors, officers and employees of the Company.
Rust International is a subsidiary of Waste Management Services, Inc. ("WMIS").
The Company believes it operates in one segment. The Company provides
scaffolding services primarily to refining, chemical, petrochemical, utility and
pulp and paper industries, and to a lesser extent, general commercial clients.
Scaffolding services are typically provided in connection with periodic, routine
cleaning and maintenance of refineries, chemical plants and utilities, as well
as for new construction projects. The Company provides personnel to erect and
dismantle scaffolding structures, transport scaffolding to project sites and
supervise and manage such activities. In addition, the Company rents and
occasionally sells scaffolding that is classified as property and equipment on
the consolidated balance sheet. The Company maintains a substantial inventory of
scaffolding in the United States and Canada.
2. Summary of Significant Accounting Policies
The accompanying financial statements are prepared on a consolidated basis and
include those assets, liabilities, revenues and expenses directly attributable
to the operations of the Company. All significant intercompany balances and
transactions have been eliminated.
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, the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Page -7-
<PAGE> 10
3. Acquisitions
In February 2000, the Company acquired the stock of Kwikrig, Inc. for a purchase
price $3.0 million, consisting of $1.0 million of cash and $2.0 million of
possible future payments conditioned upon the operating performance of Kwikrig
over the period of three years. Kwikrig provides specialty scaffolding services
for the film production industry and operates from two service locations in the
Southern California area.
In March 2000, the Company acquired the operating assets of Mike Brown
Grandstands for a purchase price of $6.5 million ($3.2 million in cash and $3.3
million in a note to be paid quarterly over the next 60 months). In conjunction
with the acquisition, the Company recorded goodwill in the amount of $2.5
million based on the preliminary allocation of the purchase price of the
acquisition. Mike Brown Grandstands is a major supplier of temporary seating to
the outdoor sports and special events market and operates from service locations
in California, Nevada, and Arizona.
These acquisitions were accounted for using the purchase method of accounting
and the results of operations were included in the Company's results from the
date of acquisition.
4. Debt and Borrowing Arrangements
At June 30, 2000 and December 31, 1999 long term-debt consisted of the following
(in thousands):
<TABLE>
<CAPTION>
June
30, 2000 December 31,
(unaudited) 1999
----------------------------------
<S> <C> <C>
Revolving Loan............................. $ 17,300 $ 3,960
Term Loans................................. 25,475 23,500
10 1/4% Senior Notes....................... 130,000 130,000
Less Current Portion..................... (24,350) (9,960)
----------------------------------
Long-Term Debt............................. $148,425 $147,500
==================================
</TABLE>
At June 30, 2000, the total proceeds available under the revolving loan
commitment is $30.0 million. A Term B loan facility in the amount of $30.0
million was added to the bank facility, of which $5.0 million was drawn on March
15, 2000. This Term B loan facility amortizes quarterly in amounts aggregating
$50,000 in each of 2000, 2001 and 2002 and $4.85 million in 2003, with a final
maturity of September 30, 2003. For the quarter ended June 30, 2000, the
weighted average interest rate on loans outstanding under the term loan facility
was 10.2%.
5. Commitments and Contingencies
In the ordinary course of conducting its business, the Company becomes involved
in various pending claims and lawsuits. These primarily relate to employee
matters. The outcome of these matters is not presently determinable, however, in
the opinion of management, based on the advice of legal counsel,
Page -8-
<PAGE> 11
the resolution of these matters is not anticipated to have a material adverse
effect on the financial position or results of operations of the Company.
6. Comprehensive Income
For the three months ended June 30, 2000 and 1999, comprehensive income (loss)
was $1.4 million and $(.3) million, respectively, and for the six months ended
June 30, 2000 and 1999, comprehensive income was $4.2 million and $.9 million,
respectively.
7. Accounting Standard Not Yet Implemented
In June 1998, the Financial Accounting Standards Board ("FASB") adopted SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities". SFAS No.
133 establishes accounting and reporting standards requiring that every
derivative instrument (including certain derivative instruments embedded in
other contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value and that changes in the derivative's fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a derivative's
gains and losses to offset related results on the hedged item in the income
statement, and requires that a company must formally document, designate, and
assess the effectiveness of transactions that receive hedge accounting. SFAS No.
133 is effective for fiscal years beginning after June 15, 2000. The Company has
not yet quantified the impacts of adopting SFAS No. 133 on its consolidated
financial statements nor has it determined the timing or method of its adoption
of SFAS No. 133. However, SFAS No. 133 could increase volatility in earnings and
other comprehensive income.
Page -9-
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
The matters discussed in this Form 10-Q of Brand Services, Inc. (the "Company")
contain forward looking statements that involve a number of risks and
uncertainties. A number of factors could cause actual results, performance,
achievements of the Company, or industry results, to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. These factors include, but are not limited to,
the competitive environment in the industrial and commercial scaffolding
industry in general and in the Company's specific market areas; changes in
prevailing interest rates and the availability of and terms of financing to fund
the anticipated growth of the Company's business; inflation; changes in costs of
goods and services; economic conditions in general and in the Company's specific
market areas; demographic changes; changes in or failure to comply with federal,
state and/or local government regulations; liability and other claims asserted
against the Company; changes in operating strategy or development plans; the
ability to attract and retain qualified personnel; the significant indebtedness
of the Company; labor disturbances; changes in the Company's acquisition and
capital expenditure plans; and other factors referenced herein. The forward
looking statements contained herein reflect the Company's current beliefs and
specific assumptions with respect to future business decisions and are based on
information currently available. Accordingly, the statements are subject to
significant risks, uncertainties and contingencies, which could cause the
Company's actual operating results, performance or business prospects to differ
from those expressed in, or implied by, these statements.
The following discussion and analysis should be read in conjunction with the
attached condensed financial statements and notes thereto.
Overview
In September 1999, with unanimous consent of the Board of Directors of Brand
Scaffold Services, Inc. the name of the corporation and the Certificate of
Incorporation were changed to Brand Services, Inc. effective January 1, 2000.
The Company is the largest North American provider of industrial scaffolding
rental, erection, dismantlement and design services. The Company provides
industrial turnkey scaffolding services which facilitate access to tall
structures for maintenance, turnarounds and capital projects, principally in the
refining, petrochemical, chemical, utility and pulp and paper industries. The
Company provides turnkey services, which include equipment rental, labor for the
erection and dismantlement of the scaffolding and scaffolding design services.
The Company also provides scaffolding services to the commercial market
(primarily nonresidential construction) and sells a small amount of scaffolding.
The Company typically provides on-going maintenance services under long-term
contracts; the duration of these contracts is usually three to five years.
Page -10-
<PAGE> 13
Turnarounds occur every one to four years depending on the industry and the type
of turnaround being performed. Although some turnarounds may be postponed for a
period of time, they are a necessary component of maintaining industrial
facilities and are required to ensure the safe and efficient operation of such
facilities. The Company believes the necessity for on-going maintenance and
turnarounds provide a stable, recurring revenue base.
The Company's business is seasonal. End-use industries such as the refining and
utility industries experience increased demand for their products during the
summer months. Consequently, turnarounds are generally scheduled during the
first and fourth quarters of the year.
In February 2000, the Company acquired the stock of Kwikrig, Inc. for a purchase
price of $3.0 million, consisting of $1.0 million of cash and $2.0 million of
possible future payments conditioned upon the operating performance of Kwikrig
over the period of three years. Kwikrig provides specialty scaffolding services
for the film production industry and operates from two service locations in the
Southern California area. Sustaining established relationships with a number of
film production studios, Kwikrig will augment Brand's existing strength in the
industrial and commercial scaffolding market segments of Southern California.
In March 2000, the Company acquired the operating assets of Mike Brown
Grandstands for a purchase price of $6.5 million ($3.2 million in cash and $3.3
million in a note to be paid quarterly over the next 24 months). In conjunction
with the acquisition, the Company recorded goodwill in the amount of $2.5
million based on the preliminary allocation of the purchase price of the
acquisition. Mike Brown Grandstands is a major supplier of temporary seating to
the outdoor sports and special events market and operates from service locations
in California, Nevada, and Arizona. With their established market position in
the Southwest and diversified seating product line, Mike Brown Grandstands will
increase Brand's market share in the special events market.
These acquisitions were accounted for using the purchase method of accounting
and the results of operations were included in the Company's results from the
date of acquisition
Results of Operations
Revenues - Revenues for the three months ended June 30, 2000 increased 28.1% to
$69.1 million from $53.9 million for the same period in 1999. Revenues for the
six month period ended June 30, 2000 increased 21.1% to $136.9 million from
$113.1 million for the same period in 1999. Labor revenue increased 25.2% to
$49.7 million for the three months ended June 30, 2000 as compared to the same
period in 1999 and 19.2% to $99.7 million for the six month period ended June
30, 2000 as compared to the same period in 1999. Rental revenue increased 37.2%
to $17.9 million for the second quarter of 1999 compared to the same period in
2000 and 27.7% to $34.0 million for the six month period ended June 30, 2000 as
compared to the same period in 1999. The increase in revenues was attributable
to the acquisitions made in 1999 and 2000 and the strong performance of
divisions servicing our industrial
Page -11-
<PAGE> 14
customers. In particular, the Northern Region had a revenue gain of 76.8% when
comparing the first six months of 1999 to 2000.
Gross Profit - Gross profit for the three months ended June 30, 2000 increased
32.7% to $15.9 million from $12.0 million for the same period in 1999. Gross
profit for the six month period ended June 30, 2000, increased 27.2% to $32.2
million from $25.3 million for the same period in 1999. Labor gross profit
(labor revenue less labor cost) increased 21.1% to $9.0 million for the three
months ended June 30, 2000 as compared to the same period in 1999 and 27.6% to
$18.5 million for the six month period ended June 30, 2000 as compared to the
same period in 1999. Gross profit as a percentage of revenue increased for the
three month period ended June 30, 2000 as compared to the same period in 1999,
increasing to 23.0% from 22.2%. Gross profit as a percentage of revenue for the
six month period ended June 30, 2000, increased to 23.5% from 22.4% for the same
period in 1999. The increase in gross profit is mainly the result of higher
revenue and a slight shift in the revenue mix from less profitable labor to more
profitable rental. Also, an improvement in the overall labor gross profit has
contributed to the gross profit increase.
Selling and Administrative Expenses - Selling and administrative expenses for
the three months ended June 30, 2000 increased 15.5% to $9.3 million from $8.1
million for the same period in 1999. Selling and administrative expenses for the
six month period ended June 30, 2000 increased 14.4% to $18.3 million from $16.0
million for the same period in 1999. Selling and administrative expenses as a
percentage of revenue for the three month period ended June 30, 2000 decreased
to 13.5% from 15.0% for the same period in 1999. Selling and administrative
expenses as a percentage of revenue for the six month period ended June 30, 2000
decreased to 13.4% from 14.2% for the same period in 1999. The increase in SG&A
costs comparing 2000 to 1999 relate to the addition of expenses from acquired
companies and increases in payroll and payroll related expenses.
Operating Income - As a result of the above, operating income for the three
months ended June 30, 2000 increased 68.1% to $6.6 million from $3.9 million for
the same period in 1999 and increased 49.3% for the six months ended June 30,
2000 to $13.9 million from $9.3 million for the same period in 1999.
Interest Expense - Interest expense for the three months ended June 30, 2000
increased 5.2% to $4.8 million from $4.6 million for the same period in 1999.
Interest expense for the six month period ended June 30, 2000 increased 5.1% to
$9.5 million from $9.1 million for the same period in 1999. The increase is due
to a higher weighted average interest rate on all outstanding debt for the six
month period and a higher average outstanding debt balance. For the quarters
ended June 30, 2000 and 1999, the weighted average interest rate was 10.23% and
9.86%, respectively and for the first six months of 2000 and 1999, the weighted
average interest rate was 10.12% and 9.82%. The increase in interest expense is
due to a higher outstanding debt balance and a higher average interest rate on
outstanding debt.
Page -12-
<PAGE> 15
Net Income (Loss) - Net income (loss) for the three months ended June 30, 2000
and 1999 was $1.8 million and $(.7) million respectively, and increased to $4.4
million from $.3 million for the six month period ended June 30, 2000 and 1999.
Liquidity and Capital Resources
The Company has historically utilized internal cash flow from operations and
borrowings under the bank facility to fund its operations, capital expenditures,
and working capital requirements. Due to the timing of the acquisitions made
during the first quarter and increased capital spending, the Company had working
capital (deficit) of $(2.5) million and $5.6 million and cash of $1.2 million
and $0.2 million, as of June 30, 2000 and December 31, 1999, respectively.
One of the Company's major uses of cash is capital expenditures. The Company's
capital expenditure requirements are comprised of maintenance and expansion
expenditures. The Company's maintenance capital expenditure requirements are
generally for scaffolding planks and other items used in the business, such as
trucks. Expansion capital expenditures are for new scaffolding, are
discretionary and vary annually based on the Company's level of scaffolding
rental activity and management's growth expectations. During the six months
ended June 30, 2000, net capital expenditures were $19.7 million.
The other major uses of cash were the payment of interest on long term debt and
principal on term loans. For the six months ended June 30, 2000 interest
payments were $9.6 million and principal payments were $3.0 million.
Other Data
EBITDA is defined as earnings before interest income, cash interest expense,
income taxes, depreciation and amortization. EBITDA is commonly used to analyze
companies on the basis of operating performance, leverage and liquidity. EBITDA
is not intended to represent cash flows for the period, nor has it been
presented as an alternative to operating income as an indicator of operating
performance and should not be considered in isolation or as a substitute for
measures of performance prepared in accordance with generally accepted
accounting principles.
<TABLE>
<CAPTION>
Six Months Ended
June 30
(unaudited)
----------------------------
2000 1999
----------------------------
<S> <C> <C>
Net Income $ 4,367 $ 267
Depreciation & Amortization Expense 12,268 10,037
Interest Expense 9,517 9,053
Interest Income (30) (40)
----------------------------
EBITDA $26,122 $ 19,317
============================
</TABLE>
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<PAGE> 16
PART II - OTHER INFORMATION
ITEM 2. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit Index
27. Financial Data Schedule
(b) No reports were filed on Form 8-K during the period for which this
report is filed.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BRAND SERVICES, INC.
Date: August 11, 2000 /s/ John M. Monter
------------------------------------
John M. Monter
Chief Executive Officer, President
Date: August 11, 2000 /s/ Ian Alexander
------------------------------------
Ian Alexander
Chief Financial Officer,
Vice President, Finance
Page -14-
