<PAGE>
- -------------------------------------------------------------------------------
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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 September 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 November 12, 1999:
Class L Common Partnership Interests: 456 units
Class A Common Partnership Interests: 4,100 units
Class B Common Partnership Interests: 162 units
Class C Common Partnership Interests: 162 units
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<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
QUARTERLY REPORT ON FORM 10-Q
For the Quarterly Period Ended September 30, 1999
TABLE OF CONTENTS
Part I
<TABLE>
<S> <C> <C>
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...................................................................... 23
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...................................................................... 23
ITEM 6 Index to Exhibits and Reports on Form 8-K.............................................. 23
Signatures............................................................................. 24
</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.
1
<PAGE>
PART I
ITEM 1.
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Condensed Consolidated Balance Sheets--September 30, 1999 (Unaudited) and
December 31, 1998....................................................... 3
Condensed Consolidated Statements of Operations for the Three Months
Ended September 30, 1999 and 1998 (Unaudited) .......................... 4
Condensed Consolidated Statements of Operations for the Nine Months Ended
September 30, 1999 and 1998 (Unaudited)................................. 5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
September 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>
September 30, December 31,
1999 1998
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents......................... $ 12,548 $ 5,633
Trade accounts receivable, net of allowance for
doubtful accounts of $3,436 at September 30 and
$1,500 at December 31............................ 61,148 27,774
Other receivables................................. 1,726 2,192
Prepaid expenses and deposits..................... 623 1,382
-------- --------
Total current................................... 76,045 36,981
Rental equipment, net............................... 476,881 282,679
Property and equipment, net......................... 68,873 50,368
Intangible assets, net.............................. 84,875 3,334
Debt issuance costs, net............................ 31,031 18,333
Other assets........................................ 7,164 497
-------- --------
Total assets.................................... $744,869 $392,192
======== ========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current Liabilities:
Book overdraft.................................... $ 5,662 $ 1,195
Accounts payable--trade........................... 20,143 7,890
Accrued interest.................................. 11,453 9,216
Accrued wages and employee benefits............... 5,844 2,258
Accrued taxes, other than income taxes............ 5,801 4,430
Other accrued liabilities......................... 4,046 1,897
Current portion of long-term debt................. 1,250 --
Current portion of obligation under capital
leases........................................... 111 94
-------- --------
Total current liabilities....................... 54,310 26,980
Long-term debt, less current portion (Note 4)....... 693,225 379,561
Long-term obligation under capital leases........... 1,508 772
Other non-current liabilities....................... 2,642 1,684
-------- --------
Total liabilities............................... 751,685 408,997
-------- --------
Partners' capital (deficit):
Senior Preferred Units............................ 22,500 22,500
Class B Preferred Units........................... 20,000 --
Equity Investors Class L Common Units............. 26,368 27,107
Equity Investors Class A Common Units............. (15,157) (10,279)
Equity Investors Class B Common Units............. 113 --
Equity Investors Class C Common Units............. 64 --
Predecessor Partners Class L Common Units......... 684 807
Predecessor Partners Class A Common Units......... (60,470) (56,999)
Shareholder receivable............................ (977) --
Accumulated other comprehensive income............ 59 59
-------- --------
Total partners' capital (deficit)............... (6,816) (16,805)
-------- --------
Total liabilities and partners' capital (deficit)... $744,869 $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 September 30, 1999 and 1998
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
-------------------
1999 1998
--------- ---------
(Unaudited)
<S> <C> <C>
Revenues:
Equipment rentals....................................... $ 81,665 $ 46,723
Equipment sales......................................... 12,629 7,259
-------- ---------
Total revenues........................................ 94,294 53,982
-------- ---------
Cost of revenues:
Cost of equipment rentals............................... 53,351 27,843
Cost of equipment sales................................. 10,085 5,191
-------- ---------
Total cost of revenues................................ 63,436 33,034
-------- ---------
Gross profit.............................................. 30,858 20,948
Selling, general and administrative expenses.............. 17,381 10,853
-------- ---------
Income from operations.................................... 13,477 10,095
Interest expense.......................................... 16,949 7,757
Other (income) expense, net............................... (112) (163)
-------- ---------
(Loss) income before extraordinary item and taxes......... (3,360) 2,501
Provision for state taxes................................. -- 160
-------- ---------
(Loss) income before extraordinary item................... (3,360) 2,341
Extraordinary item........................................ -- 15,811
-------- ---------
Net (loss) ............................................... $ (3,360) $ (13,470)
======== =========
</TABLE>
The accompany 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 nine months ended September 30, 1999 and 1998
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
------------------
1999 1998
-------- --------
(Unaudited)
<S> <C> <C>
Revenues:
Equipment rentals........................................ $181,420 $136,876
Equipment sales.......................................... 23,142 16,655
-------- --------
Total revenues......................................... 204,562 153,531
-------- --------
Cost of revenues:
Cost of equipment rentals................................ 116,771 81,883
Cost of equipment sales.................................. 18,999 12,878
-------- --------
Total cost of revenues................................. 135,770 94,761
-------- --------
Gross profit............................................... 68,792 58,770
Selling, general and administrative expenses............... 38,650 30,196
-------- --------
Income from operations..................................... 30,142 28,574
Interest expense........................................... 37,193 16,377
Other (income) expense, net................................ (301) (633)
-------- --------
(Loss) income before extraordinary item and taxes.......... (6,750) 12,830
Provision for state taxes.................................. 101 220
-------- --------
(Loss) income before extraordinary item.................... (6,851) 12,610
Extraordinary item......................................... -- 15,811
-------- --------
Net loss................................................... $ (6,851) $ (3,201)
======== ========
</TABLE>
The accompany 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>
Nine Months Ended
September 30,
-------------------
1999 1998
-------- ---------
(Unaudited)
<S> <C> <C>
Net cash provided by operating activities................. $ 5,054 $ 24,973
-------- ---------
Cash flows from investing activities:
Cash paid for business acquisitions, net of cash
acquired............................................... (196,245) (2,936)
Proceeds from sale of fixed assets, including rental
equipment.............................................. 15,163 9,241
Proceeds from sale of property.......................... -- 6,055
Capital expenditures.................................... (109,585) (80,927)
Other................................................... -- (94)
-------- ---------
Net cash used in investing activities................. (290,667) (68,661)
-------- ---------
Cash flows from financing activities:
Change in cash overdraft................................ 4,467 --
Proceeds from issuance of debt.......................... 417,000 404,044
Payments on debt........................................ (102,143) (215,000)
Payments under capital leases........................... (6,144) (58)
Advances to shareholders................................ (977) --
Expenditures for debt issuance costs and other
intangibles............................................ (18,365) (19,297)
Proceeds from recapitalization, net of recapitalization
expenses of $1,523..................................... -- 32,097
Prepayment penalties as a result of early extinguishment
of debt................................................ -- (15,076)
Partner withdrawals including recapitalization expenses
of $6,886 in 1998...................................... (1,310) (139,537)
-------- ---------
Net cash provided by financing activities............. 292,528 47,173
-------- ---------
Net increase in cash and cash equivalents................. 6,915 3,485
Cash and cash equivalents, beginning of period............ 5,633 4,375
-------- ---------
Cash and cash equivalents, end of period.................. $ 12,548 $ 7,860
======== =========
Noncash investing and financing activities:
Expenditures for rental equipment purchases included in
accounts payable....................................... $ 10,726 $ 6,879
======== =========
Noncash partner withdrawals............................. $ 1,050 $ 3,589
======== =========
Distribution of Senior Preferred Units.................. -- $ 22,500
======== =========
Distribution of Class B Preferred Units................. $ 20,000 --
======== =========
</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 Company provides twenty-four hour service,
seven days a week to customers principally in the United States. The Company
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 Partnership 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 nine month periods ended September 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................. $213,981
Fair value of liabilities assumed................................... (17,236)
Note payable to seller.............................................. (500)
--------
Cash paid for acquisitions........................................ $196,245
========
</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>
September 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)......................................... 29,100(1) 26,561
Senior Credit Facility of the Company (C)
Revolving Credit Facility....................... 211,000 148,000
Term Loan....................................... 50,000 50,000
First Priority Term Loan........................ 249,375 --
-------- --------
$694,475 $379,561
======== ========
</TABLE>
(1) Net of unamortized discount on debentures of $18,900 and $21,439 at
September 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
8
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
4.Long-Term Debt (continued)
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 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, as amended in conjunction with the Carlisle
acquisition consist of a $425.0 million six-year non-amortizing Revolving
Credit Facility, a $50.0 million eight-year non-amortizing Term Loan and a
$250.0 million seven-year First Priority 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 1.50%, subject to adjustment based on a leverage test, or (ii) the
reserve-adjusted London Interbank Offered Rate ("LIBO") plus a margin of
2.50%, 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%. The First Priority Term Loan bears interest, at the Company's
option, at either (i) the Base Rate plus a margin of 2.25%, subject to
adjustment based on a leverage test, or (ii) the reserve-adjusted LIBO
rate plus a margin of 3.25%, subject to adjustment based on a leverage
test.
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 First Priority Term Loans will be amortized in an
annual amount equal to 1% of the aggregate principal amount thereof with
the unpaid balance thereof payable in full on July 20, 2006.
The Revolving Credit Facility and First Priority Term Loans are 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.
9
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
4.Long-Term Debt (continued)
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.
The aggregate principal debt maturities of long-term debt for the next five
years are as follows:
<TABLE>
<S> <C>
1999................................................................ $ 1,250
2000................................................................ 2,500
2001................................................................ 2,500
2002................................................................ 2,500
2003................................................................ 2,500
Thereafter.......................................................... 683,225
--------
$694,475
========
</TABLE>
5. Business Acquisitions
On July 1, 1999, the Company acquired substantially all of the assets and
assumed substantially all of the liabilities and obligations relating to the
operations of the businesses of Carlisle Construction Co., Inc., and its
subsidiaries (Carlisle).
The acquisition was accounted for as a purchase and, accordingly, Carlisle
results are included in the condensed consolidated financial statements since
the date of acquisition. The purchase price at closing was approximately
$177.5 million, consisting of (1) $20.0 million of Class B preferred units of
Holdings; (2) the retirement of $68.6 million of Carlisle debt; and (3) $85.9
million in cash (net of $3 million in prepayment penalties and other
expenses). The cash payment and the retirement of the Carlisle debt were
funded through borrowings under the Company's amended Senior Credit
Facilities. The purchase price has been allocated to Carlisle's assets and
liabilities based upon their respective estimated fair market values. The
excess of the purchase price over the preliminary estimate of fair value of
assets acquired (Goodwill) approximated $77 million and is being amortized
over 20 years. The Company will have an independent valuation of the
intangible assets completed prior to December 31, 1999; however the Company
does not believe that the valuation will differ significantly from its
preliminary assessment.
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") The purchase
price at closing was approximately $30.6 million in cash, which was financed
through borrowings under the Company's Senior Credit Facilities. 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 values at
the date of acquisition. Goodwill in the amount of $3.8 million, respectively,
was recorded as a result of the acquisition and is being amortized over ten
years.
The unaudited pro forma combined historical results, as if Carlisle and the
Dunn Companies had been acquired at the beginning of the nine month periods
ended September 30, 1999 and 1998, respectively, are estimated to be:
<TABLE>
<CAPTION>
Pro Forma
Nine Months Ended
---------------------------
September 30, September 30,
1999 1998
------------- -------------
(Dollars in thousands)
<S> <C> <C>
Total revenues...................................... $298,249 $237,341
Net loss before extraordinary item.................. $ (6,925) $ (6,368)
</TABLE>
10
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
5.Business Acquisitions (continued)
The unaudited 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 acccounted 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
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.
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 capital leases.
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 September 30, 1999:
<TABLE>
<CAPTION>
Year ending December 31:
- ------------------------
<S> <C>
1999.................................................................... $ 171
2000.................................................................... 1,162
2001.................................................................... 344
2002.................................................................... 106
2003.................................................................... 38
------
Total minimum lease payments............................................ 1,821
Less amount representing interest....................................... 202
------
Present value of minimum lease payments................................. 1,619
Less current portion.................................................... 111
------
$1,508
======
</TABLE>
Included in rental equipment is cost and accumulated depreciation for these
leased assets of approximately $1,636 and $385, respectively, at September 30,
1999 and $1,035 and $215, respectively, at December 31, 1998.
11
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
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
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 normal 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").
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 September 30, 1999 and December
31, 1998, the results of operations for the three and nine-month periods ended
September 30, 1999 and 1998, and cash flows for the nine-month periods ended
September 30, 1999 and 1998. Separate financial statements of certain 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 September 30, 1999 and
December 31, 1998:
<TABLE>
<CAPTION>
September 30, 1999
------------------------------------------------------------------
Other
Operating Guarantor Intercompany
Holdings Company Carlisle Subsidiaries Eliminations Consolidated
-------- --------- -------- ------------ ------------ ------------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEETS
Assets:
Total current assets.... $ 177 $ 60,109 $ 21,284 $ 1,826 $ (7,351) $ 76,045
Investment in
subsidiaries........... 100,512 31,624 -- -- (132,136) --
Rental equipment, net of
accumulated
depreciation........... -- 377,004 90,086 9,791 -- 476,881
Property and equipment,
net of accumulated
depreciation........... -- 57,732 9,312 1,829 -- 68,873
Other assets............ 1,611 204,394 75,388 81 (158,404) 123,070
-------- -------- -------- ------- --------- --------
Total assets........... $102,300 $730,863 $196,070 $13,527 $(297,891) $744,869
======== ======== ======== ======= ========= ========
Liabilities and
partners' capital
(deficit):
Total current
liabilities............ -- $ 43,646 $ 7,859 $ 1,904 $ (349) $ 53,060
Long term debt, less
current portion........ $ 29,100 665,375 165,229 -- (165,229) 694,475
Other non-current
liabilities............ -- 3,215 1,112 -- (177) 4,150
-------- -------- -------- ------- --------- --------
Total Liabilities...... 29,100 712,236 174,200 1,904 (165,755) 751,685
Partners' capital
(deficit).............. 73,200 18,627 21,870 11,623 (132,136) (6,816)
-------- -------- -------- ------- --------- --------
Total liabilities and
partners' capital
(deficit)............. $102,300 $730,863 $196,070 $13,527 $(297,891) $744,869
======== ======== ======== ======= ========= ========
<CAPTION>
December 31, 1998
------------------------------------------------------------------
<S> <C> <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 nine
months ended September 30, 1999 and 1998.
<TABLE>
<CAPTION>
Three Months Ended September 30, 1999
--------------------------------------------------------------------
Other
Operating Guarantor Interco.
Holdings Company Carlisle Subsidiaries Eliminations Consolidated
-------- --------- -------- ------------ ------------ ------------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS
Total revenues.......... $ -- $ 64,862 $27,785 $2,532 $(885) $ 94,294
------- -------- ------- ------ ----- --------
Total cost of revenues.. -- 45,250 17,928 1,143 (885) 63,436
Selling, general and
administrative......... -- 12,971 4,173 237 -- 17,381
------- -------- ------- ------ ----- --------
Income from operations.. -- 6,641 5,684 1,152 -- 13,477
Interest expense and
other income, net...... 897 11,736 3,816 388 -- 16,837
------- -------- ------- ------ ----- --------
Income (loss) before
taxes.................. (897) (5,095) 1,868 764 -- (3,360)
Provision for state
taxes.................. -- -- -- -- -- --
------- -------- ------- ------ ----- --------
Net income (loss)....... $ (897) $ (5,095) $ 1,868 $ 764 $ -- $ (3,360)
======= ======== ======= ====== ===== ========
<CAPTION>
Three Months Ended September 30, 1998
--------------------------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Total revenues.......... $ -- $ 51,330 $ -- $2,652 $ -- $ 53,982
------- -------- ------- ------ ----- --------
Total cost of
revenues............... -- 32,214 -- 820 -- 33,034
Selling, general and
administrative......... -- 10,316 -- 537 -- 10,853
------- -------- ------- ------ ----- --------
Income from operations.. -- 8,800 -- 1,295 -- 10,095
Interest expense and
other (income) expense,
net.................... 675 6,671 -- 248 -- 7,594
------- -------- ------- ------ ----- --------
Income before taxes and
extraordinary item..... (675) 2,129 -- 1,047 -- 2,501
Provision for state
taxes.................. -- 160 -- -- -- 160
------- -------- ------- ------ ----- --------
Net income before
extraordinary item..... (675) 1,969 -- 1,047 -- 2,341
Extraordinary item...... -- 15,811 -- -- -- 15,811
------- -------- ------- ------ ----- --------
Net income (loss)....... $ (675) $(13,842) $ -- $1,047 $ -- $(13,470)
======= ======== ======= ====== ===== ========
<CAPTION>
Nine Months Ended September 30, 1999
--------------------------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Total revenues.......... $ -- $169,589 $27,785 $8,073 $(885) $204,562
------- -------- ------- ------ ----- --------
Total cost of revenues.. -- 114,913 17,928 3,814 (885) 135,770
Selling, general and
administrative......... -- 33,802 4,173 675 -- 38,650
------- -------- ------- ------ ----- --------
Income from operations.. -- 20,874 5,684 3,584 -- 30,142
Interest expense and
other (income) expense,
net.................... 2,663 29,382 3,816 1,031 -- 36,892
------- -------- ------- ------ ----- --------
Income (loss) before
taxes.................. (2,663) (8,508) 1,868 2,553 -- (6,750)
Provision for state
taxes.................. -- 101 -- -- -- 101
------- -------- ------- ------ ----- --------
Net income (loss)....... $(2,663) $ (8,609) $ 1,868 $2,553 $ -- $ (6,851)
======= ======== ======= ====== ===== ========
<CAPTION>
Nine Months Ended September 30, 1998
--------------------------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Total revenues.......... $ -- $145,491 $ -- $8,040 $ -- $153,531
------- -------- ------- ------ ----- --------
Total cost of revenues.. -- 91,452 -- 3,309 -- 94,761
Selling, general and
administrative......... -- 28,781 -- 1,415 -- 30,196
------- -------- ------- ------ ----- --------
Income from operations.. -- 25,258 -- 3,316 -- 28,574
Interest expense and
other (income) expense,
net.................... 675 14,507 -- 562 -- 15,744
------- -------- ------- ------ ----- --------
Income before taxes and
extraordinary item..... (675) 10,751 -- 2,754 -- 12,830
Provision for state
taxes.................. -- 220 -- -- -- 220
------- -------- ------- ------ ----- --------
Net income before
extraordinary item..... (675) 10,531 -- 2,754 -- 12,610
Extraordinary item...... -- 15,811 -- -- -- 15,811
------- -------- ------- ------ ----- --------
Net income (loss)....... $ (675) $ (5,280) $ -- $2,754 $ -- $ (3,201)
======= ======== ======= ====== ===== ========
</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 nine months ended September 30,
1999 and 1998.
<TABLE>
<CAPTION>
Nine Months Ended September 30, 1999
---------------------------------------------------------------------
Other
Operating Guarantor Intercompany
Holdings Company Carlisle Subsidiaries Eliminations Consolidated
-------- --------- -------- ------------ ------------ ------------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
STATEMENTS OF CASH FLOW
Net cash (used in)
provided by operating
activities............. $ -- $ (2,478) $ 1,032 $ 2,415 $ 4,085 $ 5,054
-------- --------- ------- ------- -------- ---------
Net cash (used in)
provided by investing
activities............. $ 201 $(286,274) $ 1,401 $(1,910) $ (4,085) $(290,667)
-------- --------- ------- ------- -------- ---------
Net cash (used in)
provided by financing
activities............. $ (201) $ 294,180 $(1,451) $ -- $ -- $ 292,528
-------- --------- ------- ------- -------- ---------
<CAPTION>
Nine Months Ended September 30, 1998
---------------------------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Net cash provided by
operating activities... -- $ 23,714 -- 1,259 -- $ 24,973
-------- --------- ------- ------- -------- ---------
Net cash used in
investing activities... $(80,853) $ (67,953) -- $ (708) $ 80,853 $ (68,661)
-------- --------- ------- ------- -------- ---------
Net cash provided by
financing activities... $ 80,853 $ 47,173 -- -- $(80,853) $ 47,173
-------- --------- ------- ------- -------- ---------
</TABLE>
9. Equity-Preferred and Common Units
Holdings has six classes of partnership units: (i) Class A Preferred (ii)
Class B Preferred (iii) Class L Common (iv) Class A Common (v) Class B Common
and (vi) Class C Common. Upon liquidation or distribution of assets (including
cash), the Class A Preferred Unitholders and Class B Preferred Unitholders are
entitled to receive a pro rata preferential distribution equal to an 11%
annual return, compounded quarterly, on their unreturned capital
contributions. In addition, the Class A Preferred Unitholders and Class B
Preferred Unitholders have a liquidation preference on their unreturned
capital contributions prior to any distributions made to Class L, Class A,
Class B or Class C Common Unitholders. As of September 30, 1999 and December
31, 1998, the cumulative unpaid preferred yield on the Class A Preferred was
approximately $3,249 and $1,099, respectively.
Upon satisfaction of the Class A Preferred and Class B Preferred cumulative
unpaid yield and the liquidation preference on the capital contributions of
Preferred Unitholders, the Class L Common Unitholders are entitled to receive
a preferential distribution 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 unreturned capital
contributions prior to any dividends or distributions to the Class A, Class B
or Class C Common Unitholders. As of September 30, 1999, and December 31,
1998, the cumulative unpaid yield on the Class L Common were approximately
$5,865 and $1,968 respectively.
15
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
9.Equity-Preferred and Common Units (continued)
Upon satisfaction of the aggregate liquidation preferences of both Class A
and Class B Preferred and Class L Common Unitholders, any remaining
distributions will be made ratably among the Class L and Class A Common
Unitholders, and to the extent certain cash distribution and vesting tests are
met, the Class B and Class C Common Unitholders.
10. Related Party Transaction
In connection with the amendment of the Company's Senior Credit Facilities
and the Carlisle acquisition, the Company incurred $4.2 million in fees to a
related party, which have been capitalized as either debt issuance costs or as
a direct cost of the Carlisle acquisition.
16
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
Three Months Ended September 30, 1999 Compared to the Three Months Ended
September 30, 1998
Equipment Rental Revenues: Revenues from equipment rentals increased $35.0
million, or 74.9%, to $81.7 million for the three months ended September 30,
1999 as compared to $46.7 million for the same period in the prior year. This
increase was largely due to the Carlisle acquisition, which accounted for
approximately $25.4 million in equipment rental revenues. The remaining
increase is the result of the continued growth of the Company's existing yards
and incremental revenues from other acquisitions. Management noted that
revenues from equipment rentals continue to be adversely affected, especially
in the Company's central region, by market dynamics that continue to affect
the maintenance activities of its petrochemical customers.
Equipment Sales: Revenues from equipment sales increased $5.3 million, or
72.6%, to $12.6 million for the three months ended September 30, 1999 as
compared to $7.3 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. In addition, Carlisle accounted for
approximately $2.4 million in equipment sales revenues during the period.
Total Revenues: Based on the foregoing, total revenues increased $40.3
million, or 74.6%, to $94.3 million for the three months ended September 30,
1999 as compared to $54.0 million for the same period in the prior year.
Gross Profit: Gross profit from equipment rentals increased $9.4 million, or
49.7%, to $28.3 million for the three months ended September 30, 1999 as
compared to $18.9 million for the same period in the prior year. The Carlisle
acquisition accounted for approximately $9.0 million in gross profit during
the three months ended September 30, 1999. As a percent of equipment rental
revenues, gross profit from equipment rentals decreased to 34.7% for the three
months ended September 30, 1999 as compared to 40.4% 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 $7.6 million
(excluding the impact of Carlisle) for the three months ended September 30,
1999 as compared to $5.4 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 increased to $2.5 million for the three
months ended September 30, 1999 as compared to $2.1 million for the same
period in the prior year. The increase in gross profit from equipment sales is
primarily the result of the profits generated by equipment sales completed by
Carlisle. As a percent of equipment sales revenues, gross profit decreased to
20.1% for the three months ended September 30, 1999 as compared to 28.5% for
the same period in the prior year. The decrease in the gross margin percentage
for the three months ended September 30, 1999 was due to the sale of certain
used equipment, primarily older, under-utilized equipment obtained as a result
of the acquisitions, at auction, generating lower than normal margin
percentages.
Based on the foregoing, total gross profit increased $9.9 million, or 47.3 %
to $30.9 million for the three months ended September 30, 1999 as compared to
$20.9 million for the same period in the prior year.
17
<PAGE>
Selling, General and Administrative: Selling, general and administrative
expenses increased $6.5 million, or 59.6%, to $17.4 million for the three
months ended September 30, 1999 compared to $10.9 million for the same period
in the prior year. The Carlisle acquisition accounted for approximately $4.2
million in selling, general and administrative expenses. The Dunn Companies
and Husky Crane acquisitions accounted for an additional $1.3 million in
selling, general and administrative expenses. The remaining increase in
selling, general and administrative expenses is primarily the result of
increased travel costs, training activities, costs associated with the
acquisitions and an increase in administrative and consulting fees resulting
from the Company's recapitalization in July 1998 and the associated new
reporting requirements. As a percent of total revenues, selling, general and
administrative expenses decreased to 18.1% for the three months ended
September 30, 1999 as compared to 20.1% 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 $9.9
million, or 65.1%, to $25.1 million for the three months ended September 30,
1999, compared to $15.2 million for the same period in the prior year. The
Carlisle acquisition accounted for approximately $8.6 million of the increase
in EBITDA. 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 $9.4
million, or 62.6%, to $24.3 million for the three months ended September 30,
1999 compared to $15.0 million for the same period in the prior year. As a
percent of rental revenues, EBITDA from rental operations decreased to 29.8%
for the three months ended September 30, 1999 compared to 32.0% for the same
period in the prior year. This decrease is due to the factors discussed above.
Interest Expense: Interest expense increased $9.2 million, or 118.0%, to
$16.9 million for the three months ended September 30, 1999 compared to $7.8
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 decreased to $(.1) million or
50.0% from $(.2) million for the three months ended September 30, 1998.
Extraordinary Item: The extraordinary item recorded during the three-month
period ended September 30, 1998 primarily represented prepayment penalties as
a result of the early extinguishment of debt as a result of the Company's
recapitalization in July 1998. During the three months ended September 30,
1999, no such extraordinary item was incurred.
Net (Loss) Income: Net loss improved $10.1 million, or 74.8%, to a net loss
of $3.4 million for the three months ended September 30, 1999 compared to a
net loss of $13.5 million for the same period in the prior year as a result of
the factors discussed above.
Nine Months Ended September 30, 1999 Compared to the Nine Months Ended
September 30, 1998
Equipment Rental Revenues: Revenues from equipment rentals increased $44.5
million, or 32.5%, to $181.4 million for the nine months ended September 30,
1999 as compared to $136.9 million for the same period in the prior year. This
increase was largely due to the Carlisle acquisition, which accounted for
approximately $25.4 million in equipment rental revenues since the acquisition
date. The remaining increase is the result of the continued growth of the
Company's existing yards and incremental revenues from other acquisitions.
Management noted that revenues from equipment rentals continue to be adversely
affected, especially in the Company's central region, by market dynamics that
continue to affect the maintenance activities of its petrochemical customers.
Equipment Sales: Revenues from equipment sales increased $6.4 million, or
38.3%, to $23.1 million for the nine months ended September 30, 1999 as
compared to $16.7 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
18
<PAGE>
management program through upgrading the fleet and selling older and under-
utilized cranes. In addition, Carlisle accounted for approximately $2.4
million in equipment sales revenues since the acquisition date.
Total Revenues: Based on the foregoing, total revenues increased $51.1
million, or 33.3%, to $204.6 million for the nine months ended September 30,
1999 as compared to $153.5 million for the same period in the prior year.
Gross Profit: Gross profit from equipment rentals increased $9.6 million, or
17.4%, to $64.6 million for the nine months ended September 30, 1999 as
compared to $55.0 million for the same period in the prior year. The Carlisle
acquisition accounted for approximately $9.0 million of the increase in gross
profit. As a percent of equipment rental revenues, gross profit from equipment
rentals decreased to 35.6 % for the nine months ended September 30, 1999 as
compared to 40.2% 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 $20.3 million (excluding the impact of
Carlisle) for the nine months ended September 30, 1999 as compared to $14.8
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 increased to $4.1 million for the nine
months ended September 30, 1999 as compared to $3.8 million for the same
period in the prior year. As a percent of equipment sales revenues, gross
profit decreased to 17.7% for the nine months ended September 30, 1999 as
compared to 22.7% 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 nine months ended September 30, 1998, which generated unusually large
margins. Equipment sales in the nine months ended September 30, 1999 generated
more normal margin percentages.
Based on the foregoing, total gross profit increased from $58.8 million for
the nine months ended September 30, 1998 to $68.8 million for the nine months
ended September 30, 1999.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses increased $8.4 million, or 27.8%, to $38.6 million for
the nine months ended September 30, 1999 compared to $30.2 million for the
same period in the prior year. The acquired companies accounted for
approximately $6.2 million of selling, general and administrative expenses in
the nine-month period ended September 30, 1999. The remaining increase is
primarily the result of increased travel costs, training activities, costs
associated with the acquisitions and an increase in administrative and
consulting fees resulting from the Company's recapitalization in July 1998 and
the associated new reporting requirements. As a percent of total revenues,
selling, general and administrative expenses decreased to 18.8% for the nine
months ended September 30, 1999 as compared to 19.7% 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 $11.3
million, or 24.9%, to $56.7 million for the nine months ended September 30,
1999 compared to $45.4 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 $11.1 million, or
25.0%, to $55.4 million for the nine months ended September 30, 1999 compared
to $44.3 million for the same period in the prior year. As a percent of rental
revenues, EBITDA from rental operations decreased to 30.6% for the nine months
ended September 30, 1999 compared to 32.4% for the same period in the prior
year. This decrease is due to the factors discussed above.
Interest Expense: Interest expense increased $20.8 million, or 126.8%, to
$37.2 million for the nine months ended September 30, 1999 compared to $16.4
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.
19
<PAGE>
Other (Income) Expense: Other (income) expense decreased to $(.3) million,
or 50.0%, from $(.6) million for the nine months ended September 30, 1998.
This decrease is primarily attributable to a decrease in income generated by
the sale of property and other asset dispositions (excluding used rental
equipment).
Extraordinary Item: The extraordinary item recorded during the nine-month
period ended September 30, 1998 primarily represented prepayment penalties as
a result of early extinguishments of debt as a result of the Company's
recapitalization in July 1998. During the nine months ended September 30,
1999, no such extraordinary item was incurred.
Net (Loss) Income: Net loss increased $3.6 million, or 114.0%, to a net loss
of $6.8 million for the nine months ended September 30, 1999, compared to a
net loss of $3.2 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 decreased from $24.9 million for
the nine months ended September 30, 1998, to $5.1 million for the nine months
ended September 30, 1999. This decrease was primarily the result of a decrease
in net income before extraordinary items.
During the nine months ended September 30, 1999, the Company's principal
uses of cash for investing activities were for acquisitions and capital
expenditures, including expenditures for rental equipment. The Company's
principal use of cash during the nine months ended September 30, 1998 was for
capital expenditures, including expenditures for rental equipment. Total
capital expenditures were $109.6 million and $80.9 million, respectively.
Included in these totals were expenditures for rental equipment totaling
$102.4 million and $73.6 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 Carlisle, Dunn Companies
and Husky Crane acquisitions totaled $196.2 million in 1999.
Net cash provided by financing activities during the nine months ended
September 30, 1999 was $292.5 million, compared to $47.2 million for the nine
months ended September 30, 1998. The increase in net cash provided by
financing activities was due to an increase in net borrowings to fund the
acquisitions and capital expenditures discussed above.
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 $425 million, non-amortizing revolving Credit Facility of which a
net amount of $211.0 million was drawn at September 30, 1999, a $50.0 million
non-amortizing Term Loan and a $250.0 million First Priority Term Loan.
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 of its assets; (iv) create liens on assets; and (v) enter
into certain transactions with affiliates or related persons. In
20
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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 September 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 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 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 that 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
21
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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.
22
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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.
ITEM 5. OTHER INFORMATION
On November 1, 1999, Jeffrey J. Fenton joined the Company as Chief Executive
Officer. Prior to joining Anthony Crane, Mr. Fenton was a 21-year veteran of
General Electric, most recently having functioned as the CEO of a GE Capital
multi-national equipment leasing company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Index to Exhibits
Not applicable
B. Reports on Form 8-K
On July 15, 1999, the Partnership filed a Current Report Form 8-K, dated
July 1, 1999, pursuant to ITEM 2 to report it acquired substantially all of
the assets and assumed substantially all of the liabilities and obligations
relating to the operations of the businesses of Carlisle Construction Company,
Inc., and its subsidiaries ("Carlisle").
On September 13, 1999, the Partnership filed a Current Report Form 8-K/A,
dated July 1, 1999 to amend and restate Item 7 of the Current Report Form 8-K
dated July 1, 1999 to include financial statements and proforma financial
information.
23
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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 November 12,
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
November 12, 1999.
/s/ Dale A. Buckwalter
By: ________________________________
Dale A. Buckwalter
Chief Financial Officer
(principal financial and
accounting officer)
24
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<PAGE>
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<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-START> JUL-01-1999 JAN-01-1999
<PERIOD-END> SEP-30-1999 SEP-30-1999
<CASH> 12,548 12,548
<SECURITIES> 0 0
<RECEIVABLES> 64,584 64,584
<ALLOWANCES> 3,436 3,436
<INVENTORY> 0 0
<CURRENT-ASSETS> 76,045 76,045
<PP&E> 671,411 671,411
<DEPRECIATION> 125,657 125,657
<TOTAL-ASSETS> 744,869 744,869
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<BONDS> 696,094 696,094
0 0
0 0
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<TOTAL-REVENUES> 94,294 204,562
<CGS> 63,436 135,770
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<OTHER-EXPENSES> 17,269 38,349
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 16,949 37,193
<INCOME-PRETAX> (3,360) (6,750)
<INCOME-TAX> 0 101
<INCOME-CONTINUING> (3,360) (6,851)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (3,360) (6,851)
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