<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-Q
----------------
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period to
Commission file number:
ANTHONY CRANE RENTAL HOLDINGS, L.P.
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania 25-1814367
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1165 Camp Hollow Road
West Mifflin, PA 15122
(Address of Principal Executive Offices)
(412) 469-3700
(Registrant's Telephone Number, Including Area Code)
----------------
Indicate by check mark whether the registrant: (1) has filed all reports
required 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 [_]
Number of common partnership interests outstanding as of August 13, 1999:
Class L Common Partnership Interests: 456 Units
Class A Common Partnership Interests: 4,100 units
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<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
QUARTERLY REPORT ON FORM 10-Q
For the Quarterly Period Ended June 30, 1999
TABLE OF CONTENTS
<TABLE>
<C> <S> <C>
Part I
ITEM 1 Index to Financial Statements.................................... 2
ITEM 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................... 17
Part II
ITEM 1 Legal Proceedings................................................ 22
ITEM 2 Changes in Securities............................................ *
ITEM 3 Defaults Upon Senior Securities.................................. *
ITEM 4 Submission of Matters to a Vote of Security Holders.............. *
ITEM 5 Other Information................................................ *
ITEM 6 Index to Exhibits and Reports on Form 8-K........................ 22
Signatures....................................................... 23
</TABLE>
- --------
* Item not applicable to the Registration for this filing on Form 10-Q.
Unless otherwise indicated, the terms "Anthony Crane Rental", "Holdings",
"ACR" and "the Company" refer collectively to Anthony Crane Rental Holdings,
L.P., and its subsidiaries.
Certain statements contained in this report are forward-looking in nature.
These statements are generally identified by the inclusion of phrases such as
"the Company expects", "the Company anticipates", "the Company believes", "the
Company estimates", and other phrases of similar meaning. Whether such
statements ultimately prove to be accurate depends upon a variety of factors
that may affect the business and operations of the Company.
<PAGE>
PART I
ITEM 1.
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Condensed Consolidated Balance Sheets--June 30, 1999 (Unaudited) and De-
cember 31, 1998......................................................... 3
Condensed Consolidated Statements of Operations for the Three Months
Ended June 30, 1999 and 1998 (Unaudited)................................ 4
Condensed Consolidated Statements of Operations for the Six Months Ended
June 30, 1999 and 1998 (Unaudited)...................................... 5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 1999 and 1998 (Unaudited)...................................... 6
Notes to Condensed Consolidated Financial Statements..................... 7
</TABLE>
2
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
----------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents........................... $ 7,436 $ 5,633
Trade accounts receivable, net of allowance for
doubtful accounts of $1,684 at June 30 and $1,500
at December 31..................................... 37,063 27,774
Other receivables................................... 3,561 2,192
Prepaid expenses and deposits....................... 1,261 1,382
-------- --------
Total current assets.............................. 49,321 36,981
Rental equipment, net............................... 367,883 282,679
Property and equipment, net......................... 58,758 50,368
Intangible assets, net.............................. 5,213 3,334
Debt issuance costs, net............................ 17,726 18,333
Other assets........................................ 640 497
-------- --------
Total assets...................................... $499,541 $392,192
======== ========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current Liabilities:
Cash overdraft...................................... $ 2,789 $ 1,195
Accounts payable--trade............................. 27,994 7,890
Accrued interest.................................... 9,497 9,216
Accrued wages and employee benefits................. 3,040 2,258
Accrued taxes, other than income taxes.............. 4,560 4,430
Other accrued liabilities........................... 1,179 1,897
Current portion of obligation under capital leases.. 4,858 94
-------- --------
Total current liabilities......................... 53,917 26,980
Long-term debt, less current portion (Note 4)....... 465,245 379,561
Long-term obligation under capital leases........... 750 772
Other non-current liabilities....................... 2,285 1,684
-------- --------
Total liabilities................................. 522,197 408,997
-------- --------
Partners' capital (deficit):
Senior Preferred Units.............................. 22,500 22,500
Equity Investors Class L Common Units............... 26,821 27,107
Equity Investors Class A Common Units............... (12,854) (10,279)
Predecessor Partners Class L Common Units........... 744 807
Predecessor Partners Class A Common Units........... (59,926) (56,999)
Accumulated other comprehensive income.............. 59 59
-------- --------
Total partners' capital (deficit)................. (22,656) (16,805)
-------- --------
Total liabilities and partners' capital (deficit)..... $499,541 $392,192
======== ========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
3
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended June 30, 1999 and 1998
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
--------------------
1999 1998
--------- ---------
(Unaudited)
<S> <C> <C>
Revenues:
Equipment rentals....................................... $ 53,494 $ 46,572
Equipment sales......................................... 7,879 4,514
--------- ---------
Total revenues........................................ 61,373 51,086
--------- ---------
Cost of revenues:
Cost of equipment rentals............................... 33,747 27,224
Cost of equipment sales................................. 7,094 3,591
--------- ---------
Total cost of revenues................................ 40,841 30,815
--------- ---------
Gross profit.............................................. 20,532 20,271
Selling, general and administrative expenses.............. 11,639 9,898
--------- ---------
Income from operations.................................... 8,893 10,373
Interest expense.......................................... 10,537 4,405
Other (income) expense, net............................... (189) 203
--------- ---------
(Loss) income before taxes................................ (1,455) 5,765
--------- ---------
Provision for state taxes................................. -- --
--------- ---------
Net (loss) income......................................... $ (1,455) $ 5,765
========= =========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
4
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the six months ended June 30, 1999 and 1998
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-----------------
1999 1998
-------- -------
(Unaudited)
<S> <C> <C>
Revenues:
Equipment rentals.......................................... $ 99,761 $90,153
Equipment sales............................................ 10,513 9,396
-------- -------
Total revenues........................................... 110,274 99,549
-------- -------
Cost of revenues:
Cost of equipment rentals.................................. 63,426 54,040
Cost of equipment sales.................................... 8,915 7,687
-------- -------
Total cost of revenues................................... 72,341 61,727
-------- -------
Gross profit................................................. 37,933 37,822
Selling, general and administrative expenses................. 21,269 19,343
-------- -------
Income from operations....................................... 16,664 18,479
Interest expense............................................. 20,241 8,620
Other (income) expense, net.................................. (187) (470)
-------- -------
(Loss) income before taxes................................... (3,390) 10,329
-------- -------
Provision for state taxes.................................... 101 60
-------- -------
Net (loss) income............................................ $ (3,491) $10,269
======== =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
5
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
------------------
1999 1998
-------- --------
(Unaudited)
<S> <C> <C>
Net cash provided by operating activities.................. $ 1,107 $ 15,070
-------- --------
Cash flows from investing activities:
Cash paid for business acquisitions, net of cash
acquired................................................ (38,140) --
Proceeds from sale of fixed assets, including rental
equipment............................................... 7,932 5,149
Proceeds from sale of property........................... -- 6,055
Capital expenditures..................................... (51,749) (42,474)
Other.................................................... -- (58)
-------- --------
Net cash used in investing activities.................. (81,957) (31,328)
-------- --------
Cash flows from financing activities:
Change in cash overdraft................................. 1,594 --
Proceeds from issuance of debt........................... 84,000 26,000
Payments on debt......................................... (273) --
Payments under capital leases............................ (198) (45)
Expenditures for debt issuance costs and other
intangibles............................................. (1,160) (2,304)
Partner withdrawals...................................... (1,310) (9,551)
-------- --------
Net cash provided by financing activities.............. 82,653 14,100
-------- --------
Net increase (decrease) in cash and cash equivalents....... 1,803 (2,158)
Cash and cash equivalents, beginning of period............. 5,633 4,375
-------- --------
Cash and cash equivalents, end of period................... $ 7,436 $ 2,217
======== ========
Noncash investing and financing activities:
Expenditures for rental equipment purchases included in
accounts payable........................................ $ 25,032 $ 13,365
======== ========
Non-cash partner withdrawals............................. $ 1,050 $ 3,463
======== ========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
6
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
1. Description of Business
Anthony Crane Rental, L.P. (the "Company") its subsidiaries and, effective
July 22, 1998, its parent, Anthony Crane Rental Holdings, L.P. ("Holdings")
(collectively, the "Partnership") are engaged in the rental of cranes and
other heavy equipment primarily for industrial maintenance and construction to
a variety of companies in the petrochemical, paper, steel, utility, mining and
multiple other industries. The Partnership provides twenty-four hour service,
seven days a week to customers principally in the United States. The
Partnership also sells new and used equipment to commercial construction,
industrial and residential users. Effective July 22, 1998, as part of the
Company's recapitalization, the Company became 99% directly-owned by Holdings
(a former subsidiary of the Company which has no current operations other than
through the Company).
2. Basis of Presentation
The condensed consolidated financial statements include the accounts of
Holdings and all of its subsidiaries. All significant intercompany accounts
and transactions have been eliminated in consolidation.
The accompanying condensed consolidated financial statements of Holdings
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. During interim periods, the Partnership follows the
accounting policies set forth in its Annual Report on Form 10-K filed with the
Securities and Exchange Commission. Users of financial information produced
for interim periods are encouraged to refer to the footnotes contained in the
Form 10-K when reviewing interim financial results.
In the opinion of management, all adjustments which are of a normal and
recurring nature necessary for a fair presentation of the results of
operations of these interim periods have been included. Net loss for the three
and six month periods ended June 30, 1999, is not necessarily indicative of
the results to be expected for the full fiscal year. The Management Discussion
and Analysis, which follows these notes, contains additional information on
the results of operations and financial position of the Company. Those
comments should be read in conjunction with these financial statements.
3. Cash Flow Statement
Supplemental cash flow information with respect to acquisitions discussed in
Note 5 was as follows:
<TABLE>
<S> <C>
Detail of Acquisitions:
Fair value of assets acquired, net of cash acquired.................. $47,974
Fair value of liabilities assumed.................................... (9,334)
Note payable to seller............................................... (500)
-------
Cash paid for acquisitions......................................... $38,140
=======
</TABLE>
7
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
4. Long-Term Debt
Long-term debt consists of the following:
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
-------- ------------
<S> <C> <C>
10 3/8% Company Senior Notes, due 2008 (A)........... $155,000 $155,000
13 3/8% Holdings Senior Discount Debentures, due
2009 (B)............................................ 28,245(1) 26,561
Senior Credit Facility of the Company (C)
Revolving Credit Facility.......................... 232,000 148,000
Term Loan.......................................... 50,000 50,000
-------- --------
$465,245 $379,561
======== ========
</TABLE>
- --------
(1) Net of unamortized discount on debentures of $19,755 and $21,439 at June
30, 1999 and December 31, 1998, respectively.
(A) The Senior Notes of $155 million were issued in connection with the
Company's recapitalization and mature on August 1, 2008. Interest on the
Senior Notes accrues at the rate of 10 3/8% per annum from the issue date
and is payable semi-annually.
The Senior Notes are not redeemable prior to August 1, 2003. Thereafter,
the Senior Notes may be redeemed at any time at the option of the Company
at premium percentages ranging between approximately 105% and 102% (based
on the year of redemption) if redeemed after August 1, 2003, but before
August 1, 2006. Subsequent to August 1, 2006, the Senior Notes may be
redeemed at no premium to the Company. Notwithstanding the foregoing, at
any time prior to August 1, 2001, the Company may on any one or more
occasions redeem a total of up to 35% of the aggregate principal amount of
the Senior Notes originally issued under the Senior Notes Indenture at a
redemption price of approximately 110 3/8% of the principal if that
redemption is paid for with the proceeds of an equity offering.
The Senior Notes Indenture contains certain restrictive covenants that
limit, among other things, the ability of the Company to make
distributions, incur additional indebtedness, consolidate or sell
substantially all of its assets, and enter into transactions with related
parties.
(B) The Discount Debentures of $48 million were offered at an original issue
discount of approximately $23 million. Interest on the Discount Debentures
accretes at a rate of 13 3/8% per annum, compounded semi-annually to an
aggregate principal amount of $48 million on August 1, 2003. Thereafter,
interest on the Discount Debentures will accrue at the rate of 13 3/8% per
annum and will be paid semi-annually until the maturity date of August 1,
2009.
The Discount Debentures are general unsecured obligations of Holdings. The
Discount Debentures, however, are effectively subordinated indebtedness to
all secured obligations of Holdings and all obligations of Holdings'
subsidiaries, including borrowings under the Senior Notes and the Senior
Credit Facilities.
The Discount Debentures are not redeemable prior to August 1, 2003.
Thereafter, the Discount Debentures may be redeemed by the Company at
premium percentages ranging between approximately 107% and 102% (based on
the year of redemption) if redeemed after August 1, 2003, but before
August 1, 2006. Subsequent to August 1, 2006, the Discount Debentures may
be redeemed at no premium to the Company. Not withstanding the foregoing,
at any time prior to August 1, 2001, the Company may on any one or more
occasions redeem a total of up to 35% of the aggregate principal amount of
the Discount Debentures
8
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
4. Long-Term Debt (continued)
originally issued under the Discount Debenture Indenture at a redemption
price of approximately 113 3/8% of the accreted value, plus liquidated
damages, if that redemption is paid for with the proceeds of an equity
offering.
The Discount Debenture Indenture contains certain restrictive covenants
that limit, among other things, the ability of the Company to make
distributions, incur additional indebtedness, consolidate or sell
substantially all of its assets, and enter into transactions with related
parties.
(C) The Senior Credit Facilities consist of a $275.0 million six-year non-
amortizing Revolving Credit Facility and a $50.0 million eight-year non-
amortizing Term Loan. The Revolving Credit Facility is available on a
revolving basis subject to a borrowing base during the period commencing
on the date of the Closing of the recapitalization transaction (July 22,
1998) and ending on the date that is six years after the date of the
Closing. At the Company's option, loans made under the Revolving Credit
Facility bear interest at either (i) the Base Rate (defined as the highest
of the rate of interest announced publicly by Fleet National Bank from
time to time as its prime rate or the Federal funds effective rate from
time to time plus 0.50%) plus a margin of 1.25%, subject to adjustment
based on a leverage test, or (ii) the reserve-adjusted London Interbank
Offered Rate ("LIBO") plus a margin of 2.25%, subject to adjustment based
on a leverage test. The Term Loan bears interest, at the Company's option,
at either (i) the Base Rate plus a margin of 1.75%, or (ii) the reserve-
adjusted LIBO rate plus a margin of 2.75%.
Revolving loans may be borrowed, repaid and reborrowed from time to time
until six years after the closing of the Senior Credit Facilities. The
Term Loan may be repaid at any time but is subject to certain call
protections and must be repaid in full eight years after the closing of
the Senior Credit Facilities.
The Revolving Credit Facility is secured by a first-priority perfected
lien, and the Term Loan is secured by a second-priority perfected lien, on
all partnership interests of the Company and all property and assets
(tangible and intangible) of the Company and each of its material
subsidiaries, including, without limitation, all intercompany
indebtedness, and all capital stock (or similar equity interests owned by
the Company) of each of the Company's direct and indirect material
subsidiaries, whenever acquired and wherever located; provided, however,
that no more than 65% of the capital stock or similar equity interests of
non-U.S. subsidiaries, if any, will be required to be pledged as security
in the event that a pledge of a greater percentage would result in
increased tax or similar liabilities for the Company and its subsidiaries
on a consolidated basis or would violate applicable law.
The Senior Credit Facilities provide for mandatory repayments, subject to
certain exceptions, of the Revolving Credit Facility and the Term Loan
based on certain net asset sales outside the ordinary course of business
of the Company and its subsidiaries and the net proceeds of certain debt
and equity issuances. Outstanding loans under the Revolving Credit
Facility and the Term Loan ( subject to certain call provisions) are
voluntarily pre-payable without penalty; provided, however, that LIBO
breakage costs, if any, shall be borne by the Company. The Senior Credit
Facilities contains certain restrictive covenants, the most restrictive of
which include financial ratios.
The obligations of the Company under the Senior Notes and Senior Credit
Facilities are guaranteed on a full, unconditional joint and several
basis, by all material existing, direct and indirect domestic subsidiaries
of the Company and will be guaranteed by all material future, direct and
indirect domestic and foreign subsidiaries of the Company.
9
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
4. Long-Term Debt (continued)
The aggregate principal debt maturities of long-term debt for the next five
years are as follows:
<TABLE>
<S> <C>
1999................................................................ --
2000................................................................ --
2001................................................................ --
2002................................................................ --
2003................................................................ --
Thereafter.......................................................... 465,245
--------
$465,245
========
</TABLE>
5. Business Acquisitions
On June 4, 1999, the Company acquired substantially all of the assets and
assumed certain liabilities and obligations of Dunn Equipment, Inc., Texas
Matt & Rigging, Inc., J. Dunn and J. Dunn, Inc., Houston Industrial Services,
Inc., and D & D Leasing, Inc. (collectively, the "Dunn Companies").
For financial statement purposes, the acquisition was accounted for as a
purchase and, accordingly, the Dunn Companies results are included in the
condensed consolidated financial statements since the date of acquisition. The
purchase price of approximately $30.6 million in cash, which was financed
through borrowings under the Company's Senior Credit Facilities, has been
allocated to the Dunn Companies' assets and liabilities based upon their
respective fair market values. The excess of the purchase price over the fair
value of assets acquired (Goodwill) approximated $.6 million and is being
amortized over 10 years.
The unaudited pro forma combined historical results, as if the Dunn
Companies had been acquired at the beginning of the six months ended June 30,
1999 and 1998, respectively, are estimated to be:
<TABLE>
<CAPTION>
Pro Forma
Six Months Ended
------------------
June 30, June 30,
1999 1998
-------- --------
(Dollars in
thousands)
<S> <C> <C>
Total revenues............................................... $120,134 $109,409
Net (loss) income............................................ $ (3,814) $ 9,946
</TABLE>
The pro forma consolidated results are not necessarily indicative of results
that would have occurred had the acquisition been in effect for the periods
presented, nor are they necessarily indicative of future consolidated results.
On March 31, 1999, the Company acquired all of the outstanding common stock
of Husky Crane, Inc. (Husky Crane) and certain assets of Paradise Equipment
Company, a limited partnership in which the 100% stockholder of Husky Crane is
the majority partner, as well as certain other assets owned personally by this
stockholder. The purchase price for the acquisition at closing was
approximately $8.5 million in cash with an additional payment of $.5 million
payable to the seller contingent upon the satisfaction of certain defined
criteria. Management believes that it is probable that the seller will satisfy
the defined criteria and accordingly, the Company has included the $.5 million
payable to seller as part of the purchase price.
The acquisition was accounted for under the purchase method of accounting
and, accordingly, the purchase price has been allocated to the assets
acquired, principally consisting of equipment, based on their estimated fair
10
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
5. Business Acquisitions (continued)
values at the date of acquisition. Goodwill in the amount of $1.3 million was
recorded as a result of the acquisition and is being amortized over five
years.
The operating results of the Husky Crane acquisition are included in the
condensed consolidated financial statements since the date of acquisition.
Certain required pro forma financial information related to the Husky Crane
acquisition has not been presented since the acquisition was not material to
the Partnership's condensed consolidated financial position or its
consolidated results of operations.
6. Lease Commitments
In April 1997, the Partnership entered into a capital lease agreement for
the lease of twenty trucks. The lease has a term of three years with a bargain
purchase option at the end of the lease agreement. Interest rates under the
capital lease agreement range from approximately 19% to 22%.
In connection with the acquisitions discussed in Note 5, the Partnership
assumed obligations related to six capital leases. Management intends to pay
off these obligations and, accordingly, has recorded these obligations as
current liabilities.
The following is a schedule of future minimum lease payments under the
capital lease agreements together with the present value of the net minimum
lease payments as of June 30, 1999:
<TABLE>
<S> <C>
Year ending December 31:
1999.................................................................... $4,940
2000.................................................................... 806
------
Total minimum lease payments............................................ 5,746
Less amount representing interest....................................... 138
------
Present value of minimum lease payments................................. 5,608
Less current portion.................................................... 4,858
------
$ 750
======
</TABLE>
Included in rental equipment is cost and accumulated depreciation for these
leased assets of approximately $6,165 and $376, respectively, at June 30, 1999
and $1,035 and $215, respectively, at December 31, 1998.
7. Contingencies
The Company is the defendant in a lawsuit by its former insurance carrier
who has asserted a claim for premiums allegedly due on a contract of insurance
in the amount of approximately $455. The Company has denied any liability and
intends to vigorously defend the claim.
Additionally, the Company is the defendant in a lawsuit asserting breach of
contract and tort claims arising out of allegations the Company did not timely
deliver certain used equipment that the customer contracted to buy from the
Company. The Company has denied any liability and intends to vigorously defend
the claims.
The Company is also the defendant in a lawsuit resulting from negotiations
in connection with a proposed acquisition in which the potential seller is
seeking contractual damages in the amount of $3 million plus other
11
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
7. Contingencies (continued)
consequential damages that may be proved at trial for breach of contract and
the confidentiality provisions in a letter of intent executed between the
parties. The Company has denied any liability and intends to vigorously defend
the claims.
The Company is a party to a number of other lawsuits and claims arising out
of the usual course of business.
While the Company cannot predict the outcome of these matters, in the opinion
of management upon advice of counsel, any liability resulting thereunder will
not have a material adverse effect on the Company's business or financial
condition, after giving effect to provisions already recorded. However, there
can be no assurance that an adverse outcome in one or more of these matters
will not be material to results of operations in any one period. Additionally,
certain of these matters are covered by the indemnity from the former owners
(Predecessor Partners).
During the second quarter of 1999, the Company received a revised assessment
from a local taxing authority resulting from a local sales and use tax audit.
The initial assessment of $8.6 million, including interest and penalties of
$1.9 million and $1.3 million, respectively, has been reduced to $2.4 million,
including interest and penalties of $.6 million and $.4 million, respectively.
Although the Company intends to appeal the assessment, a liability was recorded
at December 31, 1998 and June 30, 1999 for approximately $3.2 million for such
tax liabilities.
8. Subsidiary Guarantors
All of the Company's subsidiaries are wholly owned and all of the outstanding
debt under the Company's new Senior Notes and Senior Credit Facilities are
guaranteed on a full, unconditional and joint and several basis by all of these
subsidiaries (the "Guarantor Subsidiaries"). The following summarized financial
information presents the financial position for Holdings, the Company and
Guarantor Subsidiaries as of June 30, 1999 and December 31, 1998, the results
of operations for the three and six-month periods ended June 30, 1999 and 1998,
and cash flows for the six-month periods ended June 30, 1999 and 1998. Separate
financial statements of the Guarantor Subsidiaries have not been presented
because management believes they are not material to investors. In connection
with the Company's recapitalization, Holdings created a wholly-owned
subsidiary, Anthony Crane Holdings Capital Corporation (AC Holdings Corp.), for
the sole purpose of serving as co-issuer of the Senior Discount Debentures. AC
Holdings Corp. does not have any operations or assets of any kind and will not
have any revenues. As a result, no separate disclosure of AC Holdings Corp.'s
financial information has been provided as such disclosure would not be
meaningful given AC Holdings Corp.'s lack of operations and assets.
12
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
8. Subsidiary Guarantors (continued)
The following table summarizes the financial position for Holdings, the
Company and the Company's guarantor subsidiaries as of June 30, 1999 and
December 31, 1998:
<TABLE>
<CAPTION>
June 30, 1999
---------------------------------------------------------
Operating Guarantor Intercompany
Holdings Company Subsidiaries Eliminations Consolidated
BALANCE SHEETS -------- --------- ------------ ------------ ------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Assets:
Total current assets.... -- $ 50,299 $ 1,427 $ (2,405) $ 49,321
Investment in
subsidiaries........... $80,512 10,859 -- (91,371) --
Rental equipment, net of
accumulated
depreciation........... -- 357,913 9,970 -- 367,883
Property and equipment,
net of accumulated
depreciation........... -- 56,848 1,910 -- 58,758
Other assets............ 1,651 21,835 93 -- 23,579
------- -------- ------- -------- --------
Total assets.......... $82,163 $497,754 $13,400 $(93,776) $499,541
======= ======== ======= ======== ========
Liabilities and
partners' capital
(deficit):
Total current
liabilities............ -- $ 53,781 $ 2,541 $ (2,405) $ 53,917
Long term debt, less
current portion........ $28,245 437,000 -- -- 465,245
Other non-current
liabilities............ -- 3,035 -- -- 3,035
------- -------- ------- -------- --------
Total liabilities..... 28,245 493,816 2,541 (2,405) 522,197
Partners' capital
(deficit).............. 53,918 3,938 10,859 (91,371) (22,656)
------- -------- ------- -------- --------
Total liabilities and
partners' capital
(deficit)............ $82,163 $497,754 $13,400 $(93,776) $499,541
======= ======== ======= ======== ========
<CAPTION>
December 31, 1998
---------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets:
Total current assets.... -- $ 38,480 $ 1,861 $ (3,360) $ 36,981
Investment in
subsidiaries........... $80,714 9,052 -- (89,766) --
Rental equipment, net of
accumulated
depreciation........... -- 272,309 10,370 -- 282,679
Property and equipment,
net of accumulated
depreciation........... -- 48,704 1,664 -- 50,368
Other assets............ 1,532 20,516 116 -- 22,164
------- -------- ------- -------- --------
Total assets.......... $82,246 $389,061 $14,011 $(93,126) $392,192
======= ======== ======= ======== ========
Liabilities and
partners' capital
(deficit):
Total current
liabilities............ -- $ 25,381 $ 4,959 $ (3,360) $ 26,980
Long term debt, less
current portion........ $26,561 353,000 -- -- 379,561
Other non-current
liabilities............ -- 2,456 -- -- 2,456
------- -------- ------- -------- --------
Total liabilities..... 26,561 380,837 4,959 (3,360) 408,997
Partners' capital
(deficit).............. 55,685 8,224 9,052 (89,766) (16,805)
------- -------- ------- -------- --------
Total liabilities and
partners' capital
(deficit)............ $82,246 $389,061 $14,011 $(93,126) $392,192
======= ======== ======= ======== ========
</TABLE>
13
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
8. Subsidiary Guarantors (continued)
The following table summarizes the results of operations for Holdings, the
Company and the Company's guarantor subsidiaries for the three months and six
months ended June 30, 1999 and 1998.
<TABLE>
<CAPTION>
Three Months Ended June 30, 1999
-----------------------------------------------------------
Operating Guarantor Interco.
Holdings Company Subsidiaries Eliminations Consolidated
STATEMENT OF OPERATIONS -------- --------- ------------ ------------ ------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Total revenues.......... $ -- $ 58,797 $2,576 $ -- $ 61,373
------- -------- ------ ---- --------
Total cost of revenues.. -- 39,552 1,289 -- 40,841
Selling, general and
administrative......... -- 11,400 239 -- 11,639
------- -------- ------ ---- --------
Income from operations.. -- 7,845 1,048 -- 8,893
Interest expense and
other (income) expense,
net.................... 893 9,153 302 -- 10,348
------- -------- ------ ---- --------
Income (loss) before
taxes.................. (893) (1,308) 746 -- (1,455)
Provision for state
taxes.................. -- -- -- -- --
------- -------- ------ ---- --------
Net income (loss)....... $ (893) $ (1,308) $ 746 $ -- $ (1,455)
======= ======== ====== ==== ========
<CAPTION>
Three Months Ended June 30, 1998
-----------------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Total revenues.......... $ -- $ 48,399 $2,687 $ -- $ 51,086
------- -------- ------ ---- --------
Total cost of revenues.. -- 29,498 1,317 -- 30,815
Selling, general and
administrative......... -- 9,443 455 -- 9,898
------- -------- ------ ---- --------
Income from operations.. -- 9,458 915 -- 10,373
Interest expense and
other (income) expense,
net.................... -- 4,446 162 -- 4,608
------- -------- ------ ---- --------
Income before taxes..... -- 5,012 753 -- 5,765
Provision for state
taxes.................. -- -- -- -- --
------- -------- ------ ---- --------
Net income.............. $ -- $ 5,012 $ 753 $ -- $ 5,765
======= ======== ====== ==== ========
<CAPTION>
Six Months Ended June 30, 1999
-----------------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Total revenues.......... $ -- $104,734 $5,540 $ -- $110,274
------- -------- ------ ---- --------
Total cost of revenues.. -- 69,670 2,671 -- 72,341
Selling, general and
administrative......... -- 20,831 438 -- 21,269
------- -------- ------ ---- --------
Income from operations.. -- 14,233 2,431 -- 16,664
Interest expense and
other (income) expense,
net.................... 1,768 17,644 642 -- 20,054
------- -------- ------ ---- --------
Income (loss) before
taxes.................. (1,768) (3,411) 1,789 -- (3,390)
Provision for state
taxes.................. -- 101 -- -- 101
------- -------- ------ ---- --------
Net income (loss)....... $(1,768) $ (3,512) $1,789 $ -- $ (3,491)
======= ======== ====== ==== ========
<CAPTION>
Six Months Ended June 30, 1998
-----------------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Total revenues.......... $ -- $ 94,161 $5,388 $ -- $ 99,549
------- -------- ------ ---- --------
Total cost of revenues.. -- 59,239 2,488 -- 61,727
Selling, general and
administrative......... -- 18,465 878 -- 19,343
------- -------- ------ ---- --------
Income from operations.. -- 16,457 2,022 -- 18,479
Interest expense and
other (income) expense,
net.................... -- 7,837 313 -- 8,150
------- -------- ------ ---- --------
Income before taxes..... -- 8,620 1,709 -- 10,329
Provision for state
taxes.................. -- 60 -- -- 60
------- -------- ------ ---- --------
Net income.............. $ -- $ 8,560 $1,709 $ -- $ 10,269
======= ======== ====== ==== ========
</TABLE>
14
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
8. Subsidiary Guarantors (continued)
The following table summarizes the cash flows for Holdings, the Company and
the Company's guarantor subsidiaries for the six months ended June 30, 1999
and 1998.
<TABLE>
<CAPTION>
Six Months Ended June 30, 1999
----------------------------------------------------------
Operating Guarantor Intercompany
Holdings Company Subsidiaries Eliminations Consolidated
STATEMENTS OF CASH FLOWS -------- --------- ------------ ------------ ------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Net cash (used in)
provided by operating
activities............. $ -- $ (107) $ 1,214 $ -- $ 1,107
----- -------- ------- ----- --------
Net cash (used in)
provided by investing
activities............. $ 201 $(80,863) $(1,094) $(201) $(81,957)
----- -------- ------- ----- --------
Net cash (used in)
provided by financing
activities............. $(201) $ 82,653 $ -- $ 201 $ 82,653
----- -------- ------- ----- --------
<CAPTION>
Six Months Ended June 30, 1998
----------------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Net cash provided by
operating activities... $ -- $ 14,907 $ 163 $ -- $ 15,070
----- -------- ------- ----- --------
Net cash used in
investing activities... $ -- $(31,141) $ (187) $ -- $(31,328)
----- -------- ------- ----- --------
Net cash provided by
financing activities... $ -- $ 14,100 $ -- $ -- $ 14,100
----- -------- ------- ----- --------
</TABLE>
9. Equity-Preferred and Common Units
Holdings has three classes of partnership units: (i) Class A Preferred (ii)
Class L Common (iii) Class A Common. Upon liquidation or distribution of
capital, the Class A Preferred Unitholders are entitled to receive a
preferential distribution on payment of dividends equal to an 11% annual
return, compounded quarterly, on their original investment of $22.5 million.
In addition, the Class A Preferred Unitholders have a liquidation preference
on their original investment prior to any dividends or distributions made to
Class L or Class A Common Unitholders. As of June 30, 1999 and December 31,
1998, the cumulative preferred dividends were approximately $2,471 and $1,099,
respectively.
Upon satisfaction of the Class A Preferred cumulative dividends and the
liquidation preference of the original investment of Preferred Unitholders,
the Class L Common Unitholders are entitled to receive a preferential
distribution on payment of dividends equal to a 12% annual return, compounded
quarterly on their original investment of $36.9 million. In addition, the
Class L Common Unitholders have a liquidation preference on their original
investment prior to any dividends or distributions to the Class A Common
Unitholders. As of June 30, 1999 and December 31, 1998, the cumulative
preferred dividends were approximately $4,446 and $1,968 respectively.
Upon satisfaction of the aggregate liquidation preferences of both Class A
Preferred and Class L Common Unitholders, any remaining distributions will be
made ratably among the Class L and Class A Common Unitholders.
15
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
10. Subsequent Events
Amendment of the Senior Credit Facility
On July 1, 1999, the Company entered into an amendment to its Senior Credit
Facilities providing for an increase of $150 million to its existing Revolving
Credit Facility and the issuance of $250 million of Term B loans.
Business Acquisition
On July 1, 1999, the Company acquired substantially all of the assets and
assumed substantially all of the liabilities and obligations of Carlisle
Construction Co., Inc., and its subsidiaries (Carlisle).
For financial statement purposes, the acquisition will be accounted for as a
purchase and, accordingly, Carlisle's results will be included in the
consolidated financial statements from the date of acquisition. The aggregate
purchase price of $177.5 million was financed through the issuance of $20
million of Class B Preferred Units of Holdings and additional cash borrowings
under the Company's Senior Credit Facilities.
The unaudited pro forma combined historical results, as if Carlisle
(together with the Dunn Companies) had been acquired at the beginning of the
six months ended June 30, 1999 and 1998, respectively, are estimated to be:
<TABLE>
<CAPTION>
Pro Forma
Six Months Ended
------------------------
June 30, June 30,
1999 1998
----------- -----------
(Dollars in thousands)
<S> <C> <C>
Total revenues......................................... $ 168,945 $ 148,819
Net (loss) income...................................... $ (216) $ 6,039
</TABLE>
The pro forma consolidated results are not necessarily indicative of results
that would have occurred had the acquisition been in effect for the periods
presented, nor are they necessarily indicative of the future consolidated
results.
16
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
Three Months Ended June 30, 1999 Compared to the Three Months Ended June 30,
1998
Equipment Rental Revenues: Revenues from equipment rentals increased $6.9
million, or 14.8%, to $53.5 million for the three months ended June 30, 1999
as compared to $46.6 million for the same period in the prior year. This
increase was largely due to the continued growth of the Company's existing
yards, reflecting the impact of the equipment purchased in 1998 and early
1999, and the continued growth of the operations in California. Additionally,
the increase was due to the revenues generated by the Husky and Dunn Companies
acquisitions, which amounted to approximately $2.0 million for the three
months ended June 30, 1999. Management noted that revenues from equipment
rentals continue to be adversely affected, especially in the Company's central
region, by market dynamics which continue to affect the maintenance activities
of its petrochemical customers.
Equipment Sales: Revenues from equipment sales increased $3.4 million, or
75.6%, to $7.9 million for the three months ended June 30, 1999 as compared to
$4.5 million for the same period in the prior year. This increase was
primarily attributable to significantly higher levels of activity in the
Company's fleet management program through upgrading the fleet and selling
older and under-utilized cranes. Management expects to see a continued
increase in equipment sales throughout the remainder of the year.
Total Revenues: Based on the foregoing, total revenues increased $10.3
million, or 20.2%, to $61.4 million for the three months ended June 30, 1999
as compared to $51.1 million for the same period in the prior year.
Gross Profit: Gross profit from equipment rentals remained relatively
consistent, increasing $.4 million, or 2.1%, to $19.7 million for the three
months ended June 30, 1999 as compared to $19.3 million for the same period in
the prior year. As a percent of equipment rental revenues, gross profit from
equipment rentals decreased to 36.9% for the three months ended June 30, 1999
as compared to 41.5% for the same period in the prior year. This decrease in
gross profit margin is primarily attributable to increased depreciation on
rental equipment, which amounted to $6.8 million for the three months ended
June 30, 1999 as compared to $4.8 million for the same period in the prior
year. Additionally, the decrease is due to increased salaries and wages and
employee benefit costs associated with the acquired companies and the growth
in the California yards, and additional costs incurred to support the
Company's yard expansions and expected future growth. Gross profit margin from
equipment rentals also continues to be negatively impacted by the delay of the
industrial maintenance activities discussed above.
Gross profit from equipment sales decreased to $.8 million for the three
months ended June 30, 1999 as compared to $.9 million for the same period in
the prior year. As a percent of equipment sales revenues, gross profit
decreased to 10.0% for the three months ended June 30, 1999 as compared to
20.4% for the same period in the prior year. The decrease in the gross margin
percentage was due to the sale of certain used equipment during the three
months ended June 30, 1998, which generated unusually large margins. Equipment
sales in the three months ended June 30, 1999 generated more normal margin
percentages.
Based on the foregoing, total gross profit remained relatively constant,
increasing from $20.3 million for the three months ended June 30, 1998 to
$20.5 million for the three months ended June 30, 1999.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses increased $1.7 million, or 17.2%, to $11.6 million for
the three months ended June 30, 1999 compared to $9.9 million for the same
period in the prior year. As a percent of total revenues, selling, general and
administrative expenses
17
<PAGE>
remained relatively consistent, equaling 19.0% for the three months ended June
30, 1999 as compared to 19.4% for the same period in the prior year. The
increase in selling, general and administrative expenses is primarily the
result of increased travel costs, training activities, costs associated with
the Husky and Dunn Companies acquisitions and an increase in administrative and
consulting fees resulting from the Company's recapitalization in July 1998 and
the associated new reporting requirements. Finally, depreciation and
amortization costs increased as a result of the new properties and intangible
assets acquired. Depreciation and amortization totaled approximately $1.8
million for the three months ended June 30, 1999 as compared to $1.6 million
for the same period in the prior year.
Earnings Before Interest, Taxes, Depreciation and Amortization: EBITDA (as
defined to exclude net gains on sales of used equipment) increased $.9 million,
or 5.6%, to $17.1 million for the three months ended June 30, 1999, compared to
$16.2 million for the same period in the prior year. EBITDA from equipment
rentals (as defined to equal revenues from equipment rentals, less cost of
equipment rentals, less selling, general and administrative expenses, plus
depreciation and amortization) increased $.9 million, or 5.7%, to $16.7 million
for the three months ended June 30, 1999 compared to $15.8 million for the same
period in the prior year. As a percent of rental revenues, EBITDA from rental
operations decreased to 31.2% for the three months ended June 30, 1999 compared
to 33.9% for the same period in the prior year. This decrease is due to the
factors discussed above.
Interest Expense: Interest expense increased $6.1 million, or 138.6%, to
$10.5 million for the three months ended June 30, 1999 compared to $4.4 million
for the same period in the prior year. This increase reflected the higher level
of borrowings outstanding attributable to the Company's recapitalization
transaction consummated in July 1998, acquisitions and the Company's continued
investment in rental equipment.
Other (Income) Expense: Other (income) expense increased to $(.2) million or
200.0% from $.2 million for the three months ended June 30, 1998. This increase
is primarily attributable to the sale of property and other asset dispositions
(excluding used fleet equipment) in the three months ended March 31, 1998,
which generated a loss of approximately $.2 million. Disposals of property and
other assets (excluding used fleet equipment) during the three months ended
June 30, 1999 did not result in a similar loss.
Net (Loss) Income: Net Income decreased $7.3 million, or 125.2%, to a net
loss of $1.5 million for the three months ended June 30, 1999 compared to net
income of $5.8 million for the same period in the prior year as a result of the
factors discussed above.
Six Months Ended June 30, 1999 Compared to the Six Months Ended June 30, 1998
Equipment Rental Revenues: Revenues from equipment rentals increased $9.6
million, or 10.6%, to $99.8 million for the six months ended June 30, 1999 as
compared to $90.2 million for the same period in the prior year. This increase
was largely due to the continued growth of the Company's existing yards,
refelecting the impact of the equipment purchased in 1998 and early 1999, and
the continued growth of the operations in California. Additionally, the
increase was due to the revenues generated by the Husky and Dunn Companies
acquisitions, which amounted to approximately $2.0 million for the six months
ended June 30, 1999. Management noted that revenues from equipment rentals
continue to be adversely affected, especially in the Company's central region,
by market dynamics which continue to affect maintenance activities of its
petrochemical customers.
Equipment Sales: Revenues from equipment sales increased $1.1 million, or
11.7%, to $10.5 million for the six months ended June 30, 1999 as compared to
$9.4 million for the same period in the prior year. This increase was primarily
attributable to significantly higher levels of activity in the Company's fleet
management program through upgrading the fleet and selling older and under-
utilized cranes. Management expects to see a continued increase in equipment
sales throughout the remainder of the year.
18
<PAGE>
Total Revenues: Based on the foregoing, total revenues increased $10.8
million, or 10.9%, to $110.3 million for the six months ended June 30, 1999 as
compared to $99.5 million for the same period in the prior year.
Gross Profit: Gross profit from equipment rentals remained relatively
consistent, increasing $.2 million, or .6%, to $36.3 million for the six months
ended June 30, 1999 as compared to $36.1 million for the same period in the
prior year. As a percent of equipment rental revenues, gross profit from
equipment rentals decreased to 36.3% for the six months ended June 30, 1999 as
compared to 40.0% for the same period in the prior year. This decrease in gross
profit margin is primarily attributable to increased depreciation on rental
equipment, which amounted to $12.6 million for the six months ended June 30,
1999 as compared to $9.4 million for the same period in the prior year.
Additionally, the decrease is due to the increased salaries and wages and
employee benefit costs associated with the acquired companies and the growth in
the California yards, and additional costs incurred to support the Company's
yard expansions and expected future growth. Gross profit margin from equipment
rentals also continues to be negatively impacted by the delay of the industrial
maintenance activities discussed above.
Gross profit from equipment sales decreased to $1.6 million for the six
months ended June 30, 1999 as compared to $1.7 million for the same period in
the prior year. As a percent of equipment sales revenues, gross profit
decreased to 15.2% for the six months ended June 30, 1999 as compared to 18.1%
for the same period in the prior year. The decrease in the gross margin
percentage was due to the sale of certain used equipment during the six months
ended June 30, 1998, which generated unusually large margins. Equipment sales
in the six months ended June 30, 1999 generated more normal margin percentages.
Based on the foregoing, total gross profit remained relatively constant,
increasing from $37.8 million for the six months ended June 30, 1998 to $37.9
million for the six months ended June 30, 1999.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses increased $1.9 million, or 9.8%, to $21.3 million for
the six months ended June 30, 1999 compared to $19.3 million for the same
period in the prior year. As a percent of total revenues, selling, general and
administrative expenses remained relatively consistent; at 19.3% for the six
months ended June 30, 1999 as compared to 19.4% for the same period in the
prior year. The increase in selling, general and administrative expenses is
primarily the result of increased travel costs, training activities, costs
associated with the Husky and Dunn Companies acquisitions and an increase in
administrative and consulting fees resulting from the Company's
recapitalization in July 1998 and the associated new reporting requirements.
Finally, depreciation and amortization costs increased as a result of the new
properties and intangible assets acquired. Depreciation and amortization
totaled approximately $3.4 million for the six months ended June 30, 1999 as
compared to $3.2 million for the same period in the prior year.
Earnings Before Interest, Taxes, Depreciation and Amortization: EBITDA (as
defined to exclude net gains on sales of used equipment) increased $1.4
million, or 4.6%, to $31.6 million for the six months ended June 30, 1999
compared to $30.2 million for the same period in the prior year. EBITDA from
equipment rentals (as defined to equal revenues from equipment rentals, less
cost of equipment rentals, less selling, general and administrative expenses,
plus depreciation and amortization) increased $1.7 million, or 5.8%, to $31.1
million for the six months ended June 30, 1999 compared to $29.4 million for
the same period in the prior year. As a percent of rental revenues, EBITDA from
rental operations decreased to 31.2% for the six months ended June 30, 1999
compared to 32.6% for the same period in the prior year. This decrease is due
to the factors discussed above.
Interest Expense: Interest expense increased $11.6 million, or 134.8%, to
$20.2 million for the six months ended June 30, 1999 compared to $8.6 million
for the same period in the prior year. This increase reflected the higher level
of borrowings outstanding attributable to the Company's recapitalization
transaction consummated in July 1998, acquisitions and the Company's continued
investment in rental equipment.
19
<PAGE>
Other (Income) Expense: Other (income) expense decreased to $(.2) million, or
40.0%, from $(.5) million for the six months ended June 30, 1998.
Net (Loss) Income: Net income decreased $13.8 million, or 134.0%, to a net
loss of $3.5 million for the six months ended June 30, 1999, compared to net
income of $10.3 million for the same period in the prior year as a result of
the factors discussed above.
Liquidity and Capital Resources
Net cash provided by operating activities for the six months ended June 30,
1999 decreased from $15.1 million for the six months ended June 30, 1998, to
$1.1 million for the six months ended June 30, 1999. This decrease was
primarily the result of a decrease in net income.
During the six months ended June 30, 1999 and 1998, the Company's principal
uses of cash for investing activities were for capital expenditures, including
expenditures for rental equipment, as well as for the Husky Crane and Dunn
Companies acquisitions in 1999. Total capital expenditures were $51.7 million
and $42.5 million, respectively. Included in these totals were expenditures for
rental equipment totaling $48.4 million and $35.1 million, respectively. These
expenditures were made to increase the Company's total investment in the rental
fleet and to replace sold used rental equipment. Cash expenditures for the
Husky Crane and Dunn Companies acquisitions totaled $38.1 million in 1999.
Net cash provided by financing activities during the six months ended June
30, 1999 was $82.7 million, an increase of 486.5%, compared to $14.1 million
for the six months ended June 30, 1998. The increase in net cash provided by
financing activities was due to an increase in net borrowings to fund the Husky
Crane and Dunn Companies acquisitions, as well as the capital expenditures
discussed above.
The Company has no long-term minimum purchase commitments for rental
equipment. Management has budgeted $85 million for gross fleet capital
expenditures for 1999; exclusive of acquisitions to be used to replace rental
equipment sold as well as increases to the total investment in the fleet. These
expenditures will be offset by expected proceeds from the sale of used
equipment of approximately $25 million. The Company also expects to spend
approximately $8 million in 1999 on non-rental related capital expenditures
consisting of buildings, land, furniture & fixtures and machinery and tools. In
addition to the budgeted capital expenditures, the Company is currently
considering several potential acquisitions.
In connection with the Company's recapitalization, the Company and Holdings
incurred significant amounts of debt with interest and principal payments on
the Discount Debentures, the Senior Notes and under the Senior Credit
Facilities representing significant obligations of the Company and Holdings.
Holdings' operations are conducted through its subsidiaries and Holdings is,
therefore, dependent upon the cash flow of its subsidiaries, including the
Company, to meet its debt service obligations. The Company's liquidity needs
relate to working capital, debt service, capital expenditures and potential
acquisitions.
The Company intends to fund its working capital, capital expenditures and
debt service requirements through cash flows generated from operations and
borrowings under the Senior Credit Facilities. The Senior Credit Facilities
consist of a $275.0 million, non-amortizing revolving Credit Facility of which
a net amount of $232.0 million was drawn at June 30, 1999, and a $50.0 million
non-amortizing Term Loan (prior to the amendment described below under Current
Developments). Amounts under the Revolving Credit Facility are available on a
revolving basis for the period commencing on July 22, 1998 (the date of the
closing) and ending on the sixth anniversary of the closing.
The Senior Credit Facilities, the Senior Notes and the Discount Debentures
contain certain covenants that limit, among other things, the ability of the
Company and Holdings to: (i) make distributions, redeem partnership interests
or make certain other restricted payments or investments other than
distributions to pay taxes; (ii) incur additional indebtedness or issue
preferred equity interests; (iii) merge, consolidate or sell all or
substantially all
20
<PAGE>
of its assets; (iv) create liens on assets; and (v) enter into certain
transactions with affiliates or related persons. In addition, the Senior Credit
Facilities require the Company to maintain specific financial ratios and tests,
among other obligations, including a minimum interest coverage ratio. At June
30, 1999, the Company and Holdings were in full compliance with the financial
covenants and expects to remain in compliance for the foreseeable future,
including with respect to the minimum interest coverage ratio.
Current Developments
On June 4, 1999, the Company acquired substantially all of the assets and
assumed certain liabilities and obligations relating to the operations of the
businesses of Dunn Equipment, Inc., Texas Matt & Rigging, Inc., J. Dunn and J.
Dunn, Inc., Houston Industrial Services, Inc., and D & D Leasing Inc.
(collectively, the "Dunn Companies"). The purchase price for the acquisition at
closing was approximately $30.6 million in cash. The Company used borrowings
under its Revolving Credit Agreement to fund the transaction. The Dunn
Companies operated five rental yards in Texas.
On July 1, 1999 the Company entered into an amendment to its Senior Credit
Facilities providing for an increase of $150 million to its existing Revolving
Credit Facility and the issuance of $250 million of Term B loans. In
conjunction with this amendment to the Senior Credit Facilities, the Company
acquired substantially all of the assets and assumed substantially all of the
liabilities and obligations of Carlisle Construction Co. Inc., and its
subsidiaries on July 1, 1999. The aggregate purchase price of the acquisition
was $177.5 million financed through the issuance of $20 million of Class B
Preferred Units of Holdings and borrowings under the Company's Amended Senior
Credit Facilities.
Impact of Year 2000 Issue
The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Company's
computer programs or hardware that have date sensitive software or embedded
chips may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices or engage in similar normal business
activities.
Based on prior assessments, the Company determined that its information
technology systems required modification or replacement of portions of hardware
and software so that those systems would properly utilize dates beyond December
31, 1999. The Company utilized both internal and external resources to
reprogram, or replace, test and implement the software and hardware for Year
2000 modifications. The total cost of the Year 2000 project, which was
completed in 1998, was approximately $650,000 and was funded through operating
cash flows. The majority of the costs incurred were capitalized. With the
completion of the Year 2000 project, management now believes that its internal
information technology systems are Year 2000 compliant.
The Company is also evaluating the Year 2000 compliance programs of its
critical customers, suppliers and service providers in an attempt to determine
the adequacy of their programs in addressing the Year 2000 issue. A failure by
a critical supplier or group of critical customers could negatively impact
sales, profits and cash flows. The Company believes that the formulation of
contingency plans will help mitigate exposure and losses should such a failure
occur. Such risks are further mitigated by the Company's diverse customer base.
However, because the Company's overall Year 2000 compliance is contingent upon
the readiness of its critical vendors and customers, there can be no assurance
that the Company's Year 2000 compliance programs will adequately address Year
2000 issues not under its direct control.
Forward Looking Statements
This report may contain forward-looking statements that are based on current
expectations, estimates and projections about the industries in which the
Company operates, management's beliefs and assumptions made by
21
<PAGE>
management. Words such as "expects", "anticipates", "intends", "plans",
"believes", "estimates" and variations of such words and similar expressions
are intended to identify such forward-looking statements. These statements
constitute "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, and are subject to the safe harbor created thereby.
These statements are based on a number of assumptions that could ultimately
prove inaccurate and, therefore, there can be no assurance that such statements
will prove to be accurate. Factors which could affect actual future results
include developments relating to claims resulting from investigations or
lawsuits. Such factors also include the possibility that increased demand or
prices for the Company's services may not occur or continue, changing economic
and competitive conditions, technological risks and other risks, changing
governmental regulations (including environmental rules and regulations) and
other risks and uncertainties, including those detailed in the Company's
filings with the Securities and Exchange Commission. The Company does not
undertake to publicly update any forward-looking statement, whether as a result
of new information, future events or otherwise.
PART II
ITEM 1. LEGAL PROCEEDINGS
The Company is a party to a number of lawsuits and claims arising out of the
usual course of business.
During the second quarter of 1999, the Company received a revised assessment
from a local taxing authority resulting from a local sales and use tax audit.
The initial assessment of $8.6 million, including interest and penalties of
$1.9 million and $1.3 million, respectively, has been reduced to $2.4 million,
including interest and penalties of $.6 million and $.4 million, respectively.
Although the Company intends to appeal the assessment, a liability was recorded
at December 31, 1998 and June 30, 1999 for approximately $3.2 million for such
tax liabilities.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Index to Exhibits
Not applicable
B. Reports on Form 8-K
On June 18, 1999, the Partnership filed a Current Report Form 8-K, dated June
4, 1999, pursuant to ITEM 2 to report it acquired substantially all of the
assets and assumed certain liabilities and obligations relating to the
operations of the businesses of Dunn Equipment, Inc., Texas Matt & Rigging,
Inc., J. Dunn and J. Dunn, Inc., Houston Industrial Services, Inc., and D & D
Leasing Inc. (collectively, the "Dunn Companies").
22
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-Q
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the Borough of West Mifflin, Commonwealth of Pennsylvania, on August 13, 1999.
Anthony Crane Rental Holdings, L.P.
/s/ David W. Mahokey
By: ________________________________
David W. Mahokey
Chief Operating Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacity indicated on
August 13, 1999.
/s/ Dale A. Buckwalter
----------------------------------
Dale A. Buckwalter
Chief Financial Officer
(principal financial and
accounting officer)
23
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF ANTHONY CRANE RENTAL HOLDINGS, L.P. AND
SUBSIDIARIES AS OF AND FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 1999
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-START> APR-01-1999 JAN-01-1999
<PERIOD-END> JUN-30-1999 JUN-30-1999
<CASH> 7,436 7,436
<SECURITIES> 0 0
<RECEIVABLES> 38,747 38,747
<ALLOWANCES> (1,684) (1,684)
<INVENTORY> 0 0
<CURRENT-ASSETS> 49,321 49,321
<PP&E> 544,664 544,664
<DEPRECIATION> 118,023 118,023
<TOTAL-ASSETS> 499,541 499,541
<CURRENT-LIABILITIES> 53,917 53,917
<BONDS> 470,853 470,853
0 0
0 0
<COMMON> 0 0
<OTHER-SE> (22,656) (22,656)
<TOTAL-LIABILITY-AND-EQUITY> 499,541 499,541
<SALES> 61,373 110,274
<TOTAL-REVENUES> 61,373 110,274
<CGS> 40,841 72,341
<TOTAL-COSTS> 40,841 72,341
<OTHER-EXPENSES> 11,450 21,082
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 10,537 20,241
<INCOME-PRETAX> (1,455) (3,390)
<INCOME-TAX> 0 101
<INCOME-CONTINUING> (1,455) (3,491)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,455) (3,491)
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
</TABLE>
