<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.
333-56817
BRAND SERVICES, INC.
10 1/4% Senior Notes Due 2008
----------------------------
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
September 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.
November 9, 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 September 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 October 31, 2000
$.01 Par Value 100 shares
<PAGE> 3
INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Operations for the Three
Months and Nine Months Ended September 30, 2000
and 1999 2
Consolidated Balance Sheets at September 30, 2000 and
December 31, 1999 3-4
Consolidated Statements of Cash Flows for the Nine
Months Ended September 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
</TABLE>
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 Nine Months Ended
September 30 September 30
(unaudited) (unaudited)
---------------------------------------------------
2000 1999 2000 1999
------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
Revenue .......................................... $ 57,758 $ 44,509 $ 194,654 $ 157,572
Operating expenses ............................... 43,295 34,538 148,013 122,305
--------- --------- --------- ---------
Gross profit ................................... 14,463 9,971 46,641 35,267
Selling and administrative expenses .............. 9,752 7,544 28,076 23,560
--------- --------- --------- ---------
Operating income ............................... 4,711 2,427 18,565 11,707
Interest expense ................................. 5,673 4,419 15,190 13,472
Interest income .................................. (55) (13) (85) (53)
--------- --------- --------- ---------
Pretax income .................................. (907) (1,979) 3,460 (1,712)
Provision for income tax ......................... -- -- -- --
--------- --------- --------- ---------
Net income ..................................... (907) (1,979) 3,460 (1,712)
Less accretion of preferred stock dividends ...... (1,574) (1,398) (4,630) (4,048)
--------- --------- --------- ---------
Net income(loss)applicable to common stock ..... $ (2,481) $ (3,377) $ (1,170) $ (5,760)
========= ========= ========= =========
</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>
September
30, 2000 December
(unaudited) 31, 1999
----------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ........................ $ 685 $ 244
Trade accounts receivable, net of allowance for
doubtful accounts: $541 and $770 ............... 40,122 37,346
Costs and estimated earnings in excess of billings
on uncompleted contracts ....................... 2,234 1,786
Notes receivable, current portion ................ 202 194
Other current assets ............................. 6,240 3,225
-------- --------
Total current assets ......................... 49,483 42,795
-------- --------
PROPERTY AND EQUIPMENT:
Land ............................................. 1,713 1,652
Buildings ........................................ 3,034 2,829
Vehicles and other equipment ..................... 17,296 17,634
Scaffolding equipment ............................ 214,063 184,152
Leasehold improvements ........................... 893 704
-------- --------
Total property and equipment, at cost .......... 236,999 206,971
Less-Accumulated depreciation and amortization ... 60,947 45,118
-------- --------
Total property and equipment, net ............ 176,052 161,853
-------- --------
OTHER ASSETS:
Intangible assets, net ........................... 3,895 968
Deferred financing costs, net .................... 4,232 4,779
Notes receivable, net of current portion ......... 318 477
-------- --------
Total other assets ........................... 8,445 6,224
-------- --------
TOTAL ASSETS ....................................... $233,980 $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>
September
30, 2000 December 31,
(Unaudited) 1999
----------- ------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDER'S
EQUITY (DEFICIT)
CURRENT LIABILITIES:
Revolving loan ........................................................ $ -- $ 3,960
Current maturities of long-term debt .................................. 7,800 6,000
Accounts payable ...................................................... 3,034 3,896
Accrued expenses --
Payroll and related accruals ........................................ 5,586 6,137
Workers compensation and health benefits ............................ 9,882 8,947
Other ............................................................... 4,953 7,571
Billings in excess of costs and estimated earnings
on uncompleted contracts ............................................ 976 731
--------- ---------
Total current liabilities ......................................... 32,231 37,242
--------- ---------
LONG-TERM DEBT .......................................................... 171,100 147,500
--------- ---------
NOTES PAYABLE AND CAPITAL LEASE
OBLIGATIONS .......................................................... 5,388 3,499
--------- ---------
DEFERRED INCOME TAXES ................................................... 2,000 2,195
--------- ---------
14.5% SENIOR EXCHANGEABLE
PREFERRED STOCK ...................................................... 46,034 41,404
--------- ---------
STOCKHOLDER'S EQUITY (DEFICIT):
Common stock, $0.01 par value, 100 shares
Authorized, issued and outstanding .................................. -- --
Paid-in capital ....................................................... 19,455 19,369
Receivable from sale of Holding's Common Stock ........................ (822) (822)
Predecessor basis adjustment .......................................... (13,038) (13,038)
Cumulative translation adjustment ..................................... (1,572) (851)
Accumulated deficit ................................................... (26,796) (25,626)
--------- ---------
Total stockholder's equity (deficit) ................................ (22,773) (20,968)
--------- ---------
Total liabilities and stockholder's equity (deficit) ................ $ 233,980 $ 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>
Nine months ended
September 30
(unaudited)
----------------------
2000 1999
---------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ........................................... $ 3,460 $ (1,712)
Adjustments to reconcile net income (loss) to net cash
Provided by operating activities --
Depreciation and amortization ...................... 17,556 15,034
Gain on sale of fixed assets other than scaffolding (42) (71)
Changes in operating assets and liabilities --
Trade accounts receivable, net ...................... (2,763) 3,780
Costs and estimated earnings in excess of billings
on uncompleted contracts ......................... (448) (283)
Notes receivable ................................... 210 150
Scaffolding equipment .............................. 2,256 2,109
Accounts payable ................................... (1,168) (392)
Accrued expenses ................................... (2,894) (2,293)
Billings in excess of costs and estimated earnings
on uncompleted contracts ......................... 241 68
Other .............................................. (3,015) 766
-------- --------
Net cash used by operating activities .......... 13,393 17,156
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment ................... (27,887) (18,326)
Acquisitions ......................................... (5,882) (2,071)
Receipts on note receivable from WMIS ................ -- 2,175
Proceeds from sales of property and equipment
other than scaffolding ............................. 42 58
-------- --------
Net cash used by investing activities ........... (33,727) (18,164)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt ......................... 30,000 --
Payments of long-term debt ........................... (4,600) (3,750)
Redemption of Holding's Common Stock ................. (168) (5)
Capital Contributions from Holdings .................. 254 --
Borrowings/(payments) of revolving loan .............. (3,960) 3,235
Payments on capital lease obligations ................ (751) (417)
-------- --------
Net cash provided by financing activities ......... 20,775 (937)
-------- --------
INCREASE/(DECREASE) IN CASH AND CASH
EQUIVALENTS .......................................... 441 (1,945)
CASH AND CASH EQUIVALENTS, beginning of
period .............................................. 244 3,125
-------- --------
CASH AND CASH EQUIVALENTS, end of period ............... $ 685 $ 1,180
======== ========
</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>
Nine months ended
September 30
(unaudited)
------------------------------
2000 1999
-------------- ---------------
<S> <C> <C>
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest paid $18,550 $ 15,731
============== ===============
NONCASH TRANSACTIONS:
Paid in-kind accretion of preferred stock dividends . $4,630 $ 4,048
============== ===============
</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 September 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
September 30, 2000 and the results of operations and cash flows for the nine
months ended September 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 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 primarily in 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 60 months). In conjunction
with the acquisition, the Company recorded goodwill in the amount of $2.4
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.
In July 2000, the Company acquired the operating assets of AA Scaffolding for a
purchase price of $1.8 million of cash. AA Scaffolding was integrated with the
existing Brand division in Washington, DC.
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 September 30, 2000 and December 31, 1999 long term-debt consisted of the
following (in thousands):
<TABLE>
<CAPTION>
September
30, 2000 December 31,
(unaudited) 1999
---------------- -----------------
<S> <C> <C>
Revolving Loan .......................... $ - $ 3,960
Term Loans .............................. 48,900 23,500
10 1/4% Senior Notes .................... 130,000 130,000
Less Current Portion .................. (7,800) (9,960)
---------------- -----------------
Long-Term Debt .......................... $171,100 $147,500
================ =================
</TABLE>
At September 30, 2000, the total proceeds available under the revolving loan
commitment was $30.0 million. A Term B loan facility in the amount of $5.0
million was drawn in March 2000. During the 3rd quarter, the Term B loan
facility was increased from $5.0 million to $30.0 million. The Term B loan
facility amortizes at the rate of $75,000 per quarter in 2000, 2001 and 2002 and
$9.7 million per quarter in 2003, with a final maturity of September 30, 2003.
For the quarter ended September 30, 2000, the weighted average interest rate on
loans outstanding under the term loan facility was 10.2%.
Page -8-
<PAGE> 11
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, 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 September 30, 2000 and 1999, comprehensive income
(loss) was $(1.5) million and $(2.3) million, respectively, and for the nine
months ended September 30, 2000 and 1999, comprehensive income (loss) was $2.7
million and $(1.4) 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 primarily in Southern California.
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 $2.4
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.
In July 2000, the Company acquired the operating assets of AA Scaffolding for a
purchase price of $1.8 million of cash. AA Scaffolding was integrated with the
existing Brand division and will add to Brand's strength in the Washington, DC
and Baltimore markets.
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 September 30, 2000 increased
29.8% to $57.8 million from $44.5 million for the same period in 1999. Revenues
for the nine month period ended September 30, 2000 increased 23.5% to $194.7
million from $157.6 million for the same period in 1999. Labor revenue increased
32.1% to $40.1 million for the three months ended September 30, 2000 as compared
to the same period in 1999 and 22.7% to $139.8 million for the nine month period
ended September 30, 2000 as
Page -11-
<PAGE> 14
compared to the same period in 1999. Rental revenue increased 24.7% to $16.1
million for the third quarter of 2000 compared to the same period in 1999 and
26.8% to $50.1 million for the nine month period ended September 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 customers. In particular, the Northern Region
had a revenue gain of 65.1% when comparing the first nine months of 1999 to
2000.
Gross Profit - Gross profit for the three months ended September 30, 2000
increased 45.1% to $14.5 million from $10.0 million for the same period in 1999.
Gross profit for the nine month period ended September 30, 2000, increased 32.3%
to $46.6 million from $35.3 million for the same period in 1999. Labor gross
profit (labor revenue less labor cost) increased 33.8% to $7.2 million for the
three months ended September 30, 2000 as compared to the same period in 1999 and
29.3% to $25.7 million for the nine month period ended September 30, 2000 as
compared to the same period in 1999. Gross profit as a percentage of revenue
increased for the three month period ended September 30, 2000 as compared to the
same period in 1999, increasing to 25.0% from 22.4%. Gross profit as a
percentage of revenue for the nine month period ended September 30, 2000,
increased to 24.0% 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 September 30, 2000 increased 29.3% to $9.8 million from
$7.5 million for the same period in 1999. Selling and administrative expenses
for the nine month period ended September 30, 2000 increased 19.2% to $28.1
million from $23.6 million for the same period in 1999. Selling and
administrative expenses as a percentage of revenue for the three month period
ended September 30, 2000 remained unchanged at 16.9% when compared to the same
period in 1999. Selling and administrative expenses as a percentage of revenue
for the nine month period ended September 30, 2000 decreased to 14.4% from 15.0%
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 September 30, 2000 increased 94.2% to $4.7 million from $2.4
million for the same period in 1999 and increased 58.6% for the nine months
ended September 30, 2000 to $18.6 million from $11.7 million for the same period
in 1999.
Interest Expense - Interest expense for the three months ended September 30,
2000 increased 28.4% to $5.7 million from $4.4 million for the same period in
1999. Interest expense for the nine month period ended September 30, 2000
increased 12.8% to $15.2 million from $13.5 million for the same period in 1999.
The increase is due to a higher weighted average interest rate on all
outstanding debt for the nine month period and a higher average outstanding
Page -12-
<PAGE> 15
debt balance. For the quarters ended September 30, 2000 and 1999, the weighted
average interest rate was 10.18% and 9.88%, respectively, and for the first nine
months of 2000 and 1999, the weighted average interest rate was 10.18% and
9.84%, respectively. The increase in interest expense is due to a higher
outstanding debt balance and a higher average interest rate on outstanding debt.
Net Income (Loss) - Net income (loss) for the three months ended September 30,
2000 and 1999 was $(0.9) million and $(2.0) million respectively, and was $3.5
million and $(1.7) million respectively, for the nine month period ended
September 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. The Company had working capital of $17.3
million and $5.6 million and cash of $0.7 million and $0.2 million, as of
September 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 nine months
ended September 30, 2000, net capital expenditures were $24.7 million.
The other major uses of cash were the payment of interest on long term debt and
principal on term loans. For the nine months ended September 30, 2000 interest
payments were $18.6 million and principal payments were $4.6 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.
Page -13-
<PAGE> 16
<TABLE>
<CAPTION>
Nine Months Ended
September 30
(unaudited)
----------------------------
2000 1999
------------- --------------
<S> <C> <C>
Net Income $ 3,460 $ (1,712)
Depreciation & Amortization Expense 17,556 15,034
Interest Expense 15,190 13,472
Interest Income (85) (53)
------------- --------------
EBITDA $36,121 $ 26,741
============= ==============
</TABLE>
PART II - OTHER INFORMATION
ITEM 6. 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: November 9, 2000 /s/ John M. Monter
------------------------------------
John M. Monter
Chief Executive Officer, President
Date: November 9, 2000 /s/ Ian Alexander
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Ian Alexander
Chief Financial Officer,
Vice President, Finance
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