<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, 2000
OR
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission file number: 333-65003
----------------
ANTHONY CRANE RENTAL HOLDINGS, L.P.
(Exact Name of Registrant as Specified in Its Charter)
Doing Business as Maxim Crane Works
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)
----------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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 [_]
Aggregate market value of voting partnership interests held by non-
affiliates as of November 7, 2000: not applicable.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 or regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-Q. [X]
Number of common partnership interests outstanding as of November 7, 2000:
Class L Common Partnership Interests: 450,888.01 Units
Class A Common Partnership Interests: 4,058,042.08 Units
Class B Common Partnership Interests: 321,116.93 Units
Class C Common Partnership Interests: 321,116.93 Units
DOCUMENTS INCORPORATED BY REFERENCE:
None
--------------------------------------------------------------------------------
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<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
QUARTERLY REPORT ON FORM 10-Q
For the Quarter Ended September 30, 2000
TABLE OF CONTENTS
Part I
<TABLE>
<C> <S> <C>
ITEM 1 Index to Condensed Consolidated Financial Statements............. 2
ITEM 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................ 17
Part II
ITEM 1 Legal Proceedings................................................ 21
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........................ 21
Signatures....................................................... 22
</TABLE>
--------
* Item not applicable to the Registrant 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, 2000 (Unaudited) and
December 31, 1999....................................................... 3
Condensed Consolidated Statements of Operations for the Three Months
Ended September 30, 2000 and 1999 (Unaudited)........................... 4
Condensed Consolidated Statements of Operations for the Nine Months Ended
September 30, 2000 and 1999 (Unaudited)................................. 5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 2000 and 1999 (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,
2000 1999
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents......................... $ 7,031 $ 8,980
Trade accounts receivable, net of allowance for
doubtful accounts of $3,960 at September 30 and
$3,250 at December 31............................ 71,609 56,910
Other receivables................................. 2,095 1,974
Prepaid expenses and deposits..................... 4,342 2,165
-------- --------
Total current assets............................ 85,077 70,029
Rental equipment, net............................. 513,493 491,424
Property and equipment, net....................... 71,196 69,314
Intangible assets, net ........................... 82,174 82,871
Debt issuance costs, net.......................... 25,600 29,378
Other assets...................................... 854 564
-------- --------
Total assets.................................... $778,394 $743,580
======== ========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
Book overdraft.................................... $ -- $ 4,250
Accounts payable--trade........................... 21,746 17,344
Accrued interest.................................. 11,309 15,250
Accrued wages and employee benefits............... 5,307 4,429
Accrued taxes, other than income taxes............ 2,521 3,395
Other accrued liabilities......................... 2,833 5,138
Current portion of long-term debt (Note 4)........ 2,500 2,500
Current portion of capital lease obligations...... 182 1,063
-------- --------
Total current liabilities....................... 46,398 53,369
Long term debt, less current portion (Note 4)....... 748,506 702,832
Long-term obligation under capital leases........... 3,749 520
Note payable to Bain................................ 558 526
Other non-current liabilities....................... 4,625 2,843
-------- --------
Total liabilities............................... 803,836 760,090
-------- --------
Partners' capital (deficit):
Senior Preferred Units............................ 22,500 22,500
Class B Preferred Units........................... 20,000 20,000
Equity Investors Class L Common Units............. 25,065 25,821
Equity Investors Class A Common Units............. (28,654) (21,857)
Equity Investors Class B Common Units............. 225 113
Equity Investors Class C Common Units............. 128 64
Predecessor Partners Class L Common Units......... 359 525
Predecessor Partners Class A Common Units......... (63,692) (62,201)
Accumulated other comprehensive income............ 74 49
Partners' receivables............................. (1,447) (1,524)
-------- --------
Total partners' capital (deficit)............... (25,442) (16,510)
-------- --------
Total liabilities and partners' capital (deficit)... $778,394 $743,580
======== ========
</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
(In thousands)
<TABLE>
<CAPTION>
Three Months
Ended
September 30,
-----------------
2000 1999
-------- -------
(Unaudited)
<S> <C> <C>
Revenues:
Equipment rentals......................................... $ 93,277 $81,665
Equipment sales........................................... 6,793 12,629
-------- -------
Total revenues.......................................... 100,070 94,294
-------- -------
Cost of revenues:
Cost of equipment rentals................................. 56,029 53,351
Cost of equipment sales................................... 6,048 10,085
-------- -------
Total cost of revenues.................................. 62,077 63,436
-------- -------
Gross profit................................................ 37,993 30,858
Selling, general and administrative expenses................ 18,922 17,381
-------- -------
Income from operations...................................... 19,071 13,477
Interest expense............................................ 20,235 16,949
Other expense (income), net................................. 2 (112)
-------- -------
Loss before taxes........................................... (1,166) (3,360)
-------- -------
Provision for state taxes................................... -- --
-------- -------
Net loss.................................................... $ (1,166) $(3,360)
======== =======
</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
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
------------------
2000 1999
-------- --------
(Unaudited)
<S> <C> <C>
Revenues:
Equipment rentals........................................ $268,013 $181,420
Equipment sales.......................................... 28,805 23,142
-------- --------
Total revenues......................................... 296,818 204,562
-------- --------
Cost of revenues:
Cost of equipment rentals................................ 165,659 116,771
Cost of equipment sales.................................. 24,587 18,999
-------- --------
Total cost of revenues................................. 190,246 135,770
-------- --------
Gross profit............................................... 106,572 68,792
Selling, general and administrative expenses............... 57,508 38,650
-------- --------
Income from operations..................................... 49,064 30,142
Interest expense........................................... 57,959 37,193
Other (income) expense, net................................ 116 (301)
-------- --------
Loss before taxes.......................................... (9,011) (6,750)
-------- --------
Provision for state taxes.................................. 200 101
-------- --------
Net loss................................................... $ (9,211) $ (6,851)
======== ========
</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>
Nine Months Ended
September 30,
-------------------
2000 1999
-------- ---------
(Unaudited)
<S> <C> <C>
Net cash provided by operating activities................. $ 28,328 $ 5,054
-------- ---------
Cash flows from investing activities:
Cash paid for business acquisitions, net of cash
acquired............................................... (20,654) (196,245)
Proceeds from sale of fixed assets, including rental
equipment.............................................. 13,558 15,163
Capital expenditures.................................... (59,330) (109,585)
Other................................................... (257) --
-------- ---------
Net cash used in investing activities................. (66,683) (290,667)
-------- ---------
Cash flows from financing activities:
Change in book overdraft................................ (4,250) 4,467
Proceeds from issuance of debt.......................... 71,500 417,000
Payments on debt........................................ (28,375) (102,143)
Payments under capital leases........................... (806) (6,144)
Advances to shareholders................................ -- (977)
Expenditures for debt issuance costs and other
intangibles............................................ (1,663) (18,365)
Partner withdrawals..................................... -- (1,310)
-------- ---------
Net cash provided by financing activities............. 36,406 292,528
-------- ---------
Net (decrease) increase in cash and cash equivalents...... (1,949) 6,915
Cash and cash equivalents, beginning of period............ 8,980 5,633
-------- ---------
Cash and cash equivalents, end of period.................. $ 7,031 $ 12,548
======== =========
Noncash investing and financing activities:
Expenditures for rental equipment purchases included in
accounts payable....................................... $ 5,690 $ 10,726
======== =========
Noncash rental equipment transfers...................... $ 1,577 $ --
======== =========
Noncash partner withdrawals............................. $ -- $ 1,050
======== =========
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 Holdings L.P. ("Holdings"), through Anthony Crane
Rental, L.P. (the "Company") and its subsidiaries, (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 April 14, 2000, the Company began doing business as Maxim Crane
Works.
2. Basis of Presentation
The unaudited 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 unaudited 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. The net loss for the three and
nine month periods ended September 30, 2000, 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 the acquisitions
discussed in Note 5 is as follows:
Details of Acquisitions:
<TABLE>
<S> <C>
Fair value of assets acquired, net of cash acquired.................. $26,133
Fair value of liabilities assumed.................................... (5,479)
-------
Cash paid for acquisitions........................................... $20,654
=======
</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,
2000 1999
------------- ------------
<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)......................................... 32,506(1) 29,957
Senior Credit Facilities of the Company (C)
Revolving Credit Facility....................... 266,000 221,000
Term Loan....................................... 50,000 50,000
First Priority Term Loan........................ 247,500 249,375
-------- --------
$751,006 $705,332
Less current portion of long-term debt............ 2,500 2,500
-------- --------
$748,506 $702,832
======== ========
</TABLE>
--------
(1) Net of unamortized discount on debentures of $15,494 and $18,043 at
September 30, 2000 and December 31, 1999, respectively.
(A) The Senior Notes of $155 million were issued in connection with the
Company's recapitalization on July 22, 1998, and will 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 Note 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 Note 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.
8
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
4. Long-Term Debt (continued)
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. 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 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 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 2.5%, 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 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.
9
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
4. Long-Term Debt (continued)
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, are borne by the Company. The Senior Credit Facilities contain 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.
The aggregate principal debt maturities of long-term debt for the next five
years ending December 31, are as follows:
<TABLE>
<S> <C>
2000................................................................ $ 2,500
2001................................................................ 2,500
2002................................................................ 2,500
2003................................................................ 2,500
2004................................................................ 268,500
Thereafter.......................................................... 472,506
--------
$751,006
========
</TABLE>
5. Business Acquisitions
On June 30, 2000, the Company acquired substantially all of the assets and
assumed certain liabilities of R.E. Coulter Crane, Inc. The aggregate purchase
price at closing was approximately $9.4 million in cash plus assumed
liabilities of $.1 million, subject to certain post-closing purchase price
adjustments. 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 $1.8 million
was recorded as a result of the acquisition and is being amortized over 15
years.
On March 15, 2000, the Company acquired substantially all of the assets of
King's Crane Service, Inc. The aggregate purchase price was $4.6 million in
cash, subject to certain post-closing purchase price adjustments. 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 $1.0 million was recorded as
a result of the acquisition and is being amortized over 15 years.
On January 27, 2000, the Company acquired all of the outstanding common
stock of Sacramento Valley Crane Service, Inc. The aggregate purchase price for
the acquisition at closing was approximately $6.6 million in cash plus assumed
liabilities of approximately $5.4 million, subject to certain post-closing
purchase price adjustments. 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 $.7 million was recorded as a result of the acquisition and is being
amortized over 15 years.
10
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
5. Business Acquisitions (continued)
The operating results of these acquisitions are included in the
Partnership's consolidated results of operations from the date of acquisition.
Certain pro forma financial information related to the above acquisitions have
not been presented since the acquisitions were not material to the
Partnership's consolidated financial position or its consolidated results of
operations.
6. Equity Investment in Joint Venture
On February 29, 2000, the Company entered into an agreement with Van
Seumeren, USA, to form a joint venture, AVS Services, L.L.C., to engage in
heavy lift services. Under the agreement, each partner in the joint venture
shares equally in the profit or loss of the joint venture. In connection with
the agreement, the Company is obligated to contribute up to $.5 million as its
capital contribution to the joint venture. Through September 30, 2000, the
Company had made capital contributions totaling $.2 million to the joint
venture. The Company's investment in the joint venture has been accounted for
using the equity method. On October 31, 2000, the Company contributed $4.5
million to the joint venture.
7. Lease Commitments
In connection with the acquisition of Sacramento Valley Crane Service, Inc.,
(See Note 5), and the Carlisle acquisition completed in 1999, the Partnership
assumed certain 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, 2000:
<TABLE>
<CAPTION>
Year ending December 31:
------------------------
<S> <C>
2000.................................................................... $ 260
2001.................................................................... 939
2002.................................................................... 771
2003.................................................................... 705
2004.................................................................... 839
Thereafter.............................................................. 1,386
------
Total minimum lease payments............................................ 4,900
Less amount representing interest....................................... 969
------
Present value of minimum lease payments................................. 3,931
Less current portion.................................................... 182
------
$3,749
======
</TABLE>
Included in rental equipment is cost and accumulated depreciation for these
leased assets of approximately $4,127 and $434, respectively, at September 30,
2000 and $1,716 and $455, respectively, at December 31, 1999.
8. Contingencies
The Company was the defendant in a lawsuit by its former insurance carrier,
who had asserted a claim for premiums allegedly due on a contract of insurance
in the amount of approximately $455. In October 2000, the lawsuit was settled
for $300, which was covered by an indemnity from the predecessor partners prior
to the Company's recapitalization on July 22, 1998.
11
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
8. Contingencies (continued)
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 excess of $11 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 lawsuit was amended to include a claim that the Company committed fraud in
connection with the proposed acquisition. 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
predecessor partners prior to the Company's recapitalization.
9. Subsidiary Guarantors
All of the Company's subsidiaries are wholly owned and all of the
outstanding debt under the Company's 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, 2000 and December 31, 1999, the
results of operations for the three and nine month periods ended September 30,
2000 and 1999 and cash flows for the nine month periods ended September 30,
2000 and 1999. Separate financial statements of the Guarantor Subsidiaries have
not been presented because management believes they are not material to
investors.
12
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
9. Subsidiary Guarantors (continued)
The following table summarizes the financial position for Holdings, the
Company and the Company's guarantor subsidiaries as of September 30, 2000, and
December 31, 1999:
<TABLE>
<CAPTION>
September 30, 2000
-------------------------------------------------------------------
Other
Operating Guarantor Intercompany
Holdings Company Carlisle Subsidiaries Eliminations Consolidated
---------------------------- ------------ ------------ ------------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEETS
Assets:
Total current assets..... $ -- $ 59,516 $ 43,825 $ 4,675 $ (22,939) $ 85,077
Investment in
subsidiaries............ 100,512 36,792 -- -- (137,304) --
Rental equipment, net of
accumulated
depreciation............ -- 354,922 149,081 9,490 -- 513,493
Property and equipment,
net of accumulated
depreciation............ -- 59,858 9,554 1,784 -- 71,196
Other assets............. 1,624 272,059 70,200 35 (235,290) 108,628
--------- -------- -------- ------- --------- --------
Total assets........... $ 102,136 $783,147 $272,660 $15,984 $(395,533) $778,394
========= ======== ======== ======= ========= ========
Liabilities and partners' capital
(deficit):
Total current
liabilities............. $ -- $ 54,282 $ 14,696 $ 359 $ (22,939) $ 46,398
Long term debt, less
current portion......... 32,506 716,000 235,113 -- (235,113) 748,506
Other non-current
liabilities............. -- 7,425 1,684 -- (177) 8,932
--------- -------- -------- ------- --------- --------
Total liabilities...... 32,506 777,707 251,493 359 (258,229) 803,836
Partners' capital
(deficit)............... 69,630 5,440 21,167 15,625 (137,304) (25,442)
--------- -------- -------- ------- --------- --------
Total liabilities and
partners' capital
(deficit)............. $ 102,136 $783,147 $272,660 $15,984 $(395,533) $778,394
========= ======== ======== ======= ========= ========
<CAPTION>
December 31, 1999
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Total current assets..... $ -- $ 53,399 $ 20,000 $ 1,188 $ (4,558) $ 70,029
Investment in
subsidiaries............ 100,512 34,776 -- -- (135,288) --
Rental equipment, net of
accumulated
depreciation............ -- 386,898 94,993 9,533 -- 491,424
Property and equipment,
net of accumulated
depreciation............ -- 58,619 8,937 1,758 -- 69,314
Other assets............. 1,747 210,448 74,002 69 (173,453) 112,813
--------- -------- -------- ------- --------- --------
Total assets........... $ 102,259 $744,140 $197,932 $12,548 $(313,299) $743,580
========= ======== ======== ======= ========= ========
Liabilities and partners' capital
(deficit):
Total current
liabilities............. $ -- $ 56,375 $ 1,359 $ 193 $ (4,558) $ 53,369
Long term debt, less
current portion......... 29,957 672,875 173,276 -- (173,276) 702,832
Other non-current
liabilities............. -- 3,190 876 -- (177) 3,889
--------- -------- -------- ------- --------- --------
Total liabilities...... 29,957 732,440 175,511 193 (178,011) 760,090
Partners' capital
(deficit)............... 72,302 11,700 22,421 12,355 (135,288) (16,510)
--------- -------- -------- ------- --------- --------
Total liabilities and
partners' capital
(deficit)............. $ 102,259 $744,140 $197,932 $12,548 $(313,299) $743,580
========= ======== ======== ======= ========= ========
</TABLE>
13
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
9. Subsidiary Guarantors (continued)
The following table summarizes the results of operations, for Holdings, the
Company and the Company's guarantor subsidiaries for the three and nine month
periods ended September 30, 2000 and 1999.
<TABLE>
<CAPTION>
Three Months Ended September 30, 2000
---------------------------------------------------------------------
Other
Operating Guarantor Intercompany
Holdings Company Carlisle Subsidiaries Eliminations Consolidated
-------- --------- -------- ------------ ------------ ------------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS
Total revenues.......... $ -- $ 66,818 $31,072 $ 4,056 $(1,876) $100,070
------- -------- ------- ------- ------- --------
Total cost of revenues.. -- 41,200 20,878 1,875 (1,876) 62,077
Selling, general and
administrative......... -- 14,110 4,385 427 -- 18,922
------- -------- ------- ------- ------- --------
Income from operations.. -- 11,508 5,809 1,754 -- 19,071
Interest expense and
other (income) expense,
net.................... 897 12,753 6,041 546 -- 20,237
------- -------- ------- ------- ------- --------
Income (loss) before
taxes.................. (897) (1,245) (232) 1,208 -- (1,166)
Provision for state
taxes.................. -- -- -- -- -- --
------- -------- ------- ------- ------- --------
Net income (loss)....... $ (897) $ (1,245) $ (232) $ 1,208 $ -- $ (1,166)
======= ======== ======= ======= ======= ========
<CAPTION>
Three Months Ended September 30, 1999
---------------------------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
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) expense,
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>
Nine Months Ended September 30, 2000
---------------------------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Total revenues.......... $ -- $202,083 $90,061 $10,872 $(6,198) $296,818
------- -------- ------- ------- ------- --------
Total cost of revenues.. -- 130,494 61,073 4,877 (6,198) 190,246
Selling, general and
administrative......... -- 42,901 13,382 1,225 -- 57,508
------- -------- ------- ------- ------- --------
Income from operations.. -- 28,688 15,606 4,770 -- 49,064
Interest expense and
other (income) expense,
net.................... 2,672 37,043 16,860 1,500 -- 58,075
------- -------- ------- ------- ------- --------
Income (loss) before
taxes.................. (2,672) (8,355) (1,254) 3,270 -- (9,011)
Provision for state
taxes.................. -- 200 -- -- -- 200
------- -------- ------- ------- ------- --------
Net income (loss)....... $(2,672) $ (8,555) $(1,254) $ 3,270 $ -- $ (9,211)
======= ======== ======= ======= ======= ========
<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)
======= ======== ======= ======= ======= ========
</TABLE>
14
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
9. 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,
2000 and 1999.
<TABLE>
<CAPTION>
Nine Months Ended September 30, 2000
--------------------------------------------------------------------
Other
Operating Guarantor Intercompany
Holdings Company Carlisle Subsidiaries Eliminations Consolidated
-------- --------- -------- ------------ ------------ ------------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Net cash provided by
operating activities... $ -- $ (12,446) $ 21,904 $ 3,524 $ 15,346 $ 28,328
----- --------- -------- ------- -------- ---------
Net cash used in
investing activities... $ -- $ (24,252) $(23,735) $(3,350) $(15,346) $ (66,683)
----- --------- -------- ------- -------- ---------
Net cash provided by
financing activities... $ -- $ 36,213 $ 193 $ -- $ -- $ 36,406
----- --------- -------- ------- -------- ---------
<CAPTION>
Nine Months Ended September 30, 1999
--------------------------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
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
----- --------- -------- ------- -------- ---------
</TABLE>
10. 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 capital 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, 2000 and December 31, 1999, the
cumulative unpaid preferred yield was approximately $9,230 and $5,031,
respectively.
Upon satisfaction of the Class A Preferred and Class B Preferred cumulative
unpaid yield and the liquidation preference of the capital contribution 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, 2000 and December 31, 1999,
the cumulative unpaid yield on the Class L Common was approximately $10,903 and
$6,847, respectively.
Upon satisfaction of the aggregate liquidation preferences of both Class A
Preferred 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.
15
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
11. Operating Segment Information
The Company identifies and manages its business as two operating segments,
equipment rentals and equipment sales.
The equipment rentals segment is 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, primarily in the United States. The equipment sales
segment sells new and used equipment to commercial construction, industrial and
residential users.
The accounting policies of the segments are the same as those of the
Company. The Company evaluates the performance of its segments and allocates
resources to them based on earnings before interest, taxes, depreciation and
amortization (EBITDA), as defined to exclude net gains on sales of used
equipment.
The Company does not maintain information about assets for its reportable
segments. Accordingly, the items specified in Paragraph 28 of FAS 131 are not
applicable. Additionally, the Company has not disclosed prior years' segment
data on a comparative basis, because management found it impracticable to
obtain the comparative data for the prior years.
The table below presents information about reported segments for the three
months and nine months ended September 30, 2000:
<TABLE>
<CAPTION>
Equipment Equipment
Rentals Sales Total
--------- --------- --------
<S> <C> <C> <C>
Three months ended September 30, 2000:
Revenues........................................ $ 93,277 $ 6,793 $100,070
EBITDA.......................................... $ 34,445 $ 62 $ 34,507
Nine months ended, September 30, 2000:
Revenues........................................ $268,013 $28,805 $296,818
EBITDA.......................................... $ 92,132 $ 947 $ 93,079
</TABLE>
16
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
Three Months Ended September 30, 2000 Compared to the Three Months Ended
September 30, 1999
Equipment Rental Revenues: Revenues from equipment rentals increased $11.6
million, or 14.2%, to $93.3 million for the quarter ended September 30, 2000,
as compared to $81.7 million for the same period in the prior year. This
increase is primarily the result of incremental revenues generated by the
acquisitions completed during 1999 and 2000, as well as internal growth of the
Company's existing yards.
Equipment Sales: Revenues from equipment sales decreased $5.8 million, or
46.0%, to $6.8 million for the quarter ended September 30, 2000, as compared to
$12.6 million for the same period in the prior year. This decrease is due to an
unusually high level of fleet sales activity during the prior year's quarter to
balance the overall fleet mix.
Total Revenues: Based on the foregoing, total revenues increased $5.8
million, or 6.1%, to $100.1 million for the quarter ended September 30, 2000,
as compared to $94.3 million for the same period in the prior year.
Gross Profit: Gross profit from equipment rentals increased $8.9 million, or
31.4%, to $37.2 million for the quarter ended September 30, 2000, as compared
to $28.3 million for the same period in the prior year. As a percent of
equipment rental revenues, gross profit from equipment rentals improved from
34.6% for the quarter ended September 30, 1999 to 39.9% for the quarter ended
September 30, 2000. The increase is due to higher equipment utilization rates,
selective price increases and various cost improvement activities, including
accelerated integration actions on the 1999 and 2000 acquisitions and
consolidation of certain operating locations.
Gross profit from equipment sales decreased $1.8 million, or 72.0%, to $.7
million for the quarter ended September 30, 2000, as compared to $2.5 million
for the same period in the prior year. As a percent of equipment sales
revenues, gross profit from equipment sales declined to 10.3% for the quarter
ended September 30, 2000, as compared to 19.8% for the same period in the prior
year. The decrease in gross profit margin is primarily due to the mix of
equipment sales.
Based on the foregoing, total gross profit increased $7.1 million, or 23.0%,
to $38.0 million for the quarter ended September 30, 2000, as compared to $30.9
million for the same period in the prior year.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses increased $1.5 million, or 8.6%, to $18.9 million for
the quarter ended September 30, 2000, as compared to $17.4 million for the same
period in the prior year. The increase is primarily the result of an increase
in employee related costs, depreciation expense on non-rental equipment, and
amortization resulting from the acquisitions completed in 1999 and early 2000,
as well as internal growth. As a percent of total revenues, selling, general
and administrative expenses increased slightly to 18.9% for the quarter ended
September 30, 2000, as compared to 18.5% 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 $9.4
million, or 37.4%, to $34.5 million for the quarter ended September 30, 2000,
as compared to $25.1 million for the same period in the prior year. EBITDA from
equipment rentals (as further defined to exclude gains on the sale of new
equipment) increased $9.5 million, or 39.1% to $33.8 million for the quarter
ended September 30, 2000, as compared to $24.3 million for the same
17
<PAGE>
period in the prior year. As a percent of rental revenues, EBITDA from rental
operations increased to 36.2% for the quarter ended September 30, 2000, as
compared to 29.7% for the same period in the prior year. This increase is due
to the factors discussed above.
Interest Expense: Interest expense increased $3.3 million, or 19.5%, to
$20.2 million for the quarter ended September 30, 2000, as compared to $16.9
million for the same period in the prior year. This increase reflects the
higher level of borrowings outstanding attributable to the acquisitions
completed in 1999 and early 2000 and the Company's continued investment in
rental equipment, as well as an increase in interest rates.
Net Loss: Net loss decreased $2.2 million, or 64.7%, to a net loss of $1.2
million for the quarter ended September 30, 2000, as compared to $3.4 million
for the same period in the prior year as a result of the factors discussed
above.
Nine Months Ended September 30, 2000 Compared to the Nine Months Ended
September 30, 1999
Equipment Rental Revenues: Revenues from equipment rentals increased $86.6
million, or 47.7%, to $268.0 million for the nine months ended September 30,
2000, as compared to $181.4 million for the same period in the prior year. This
increase was largely due to the acquisitions completed during 1999 and early
2000, as well as internal growth of the Company's existing yards. Additionally,
management has noted a recovery in the equipment rental revenues generated from
the Company's petrochemical customers.
Equipment Sales: Revenues from equipment sales increased $5.7 million, or
24.7%, to $28.8 million for the nine months ended September 30, 2000, as
compared to $23.1 million for the same period in the prior year. The increase
was mainly due to fleet sales from the acquisitions completed in late 1999 and
early 2000.
Total Revenues: Based on the foregoing, total revenues increased $92.3
million, or 45.1%, to $296.8 million for the nine months ended September 30,
2000, as compared to $204.5 million for the same period in the prior year.
Gross Profit: Gross profit from equipment rentals increased $37.7 million,
or 58.4%, to $102.3 million for the nine months ended September 30, 2000, as
compared to $64.6 million for the same period in the prior year. As a percent
of equipment rental revenues, gross profit from equipment rentals increased
from 35.6% for the nine months ended September 30, 1999, to 38.2% for the nine
months ended September 30, 2000. The increase is due to higher equipment
utilization rates, selective price increases and various cost improvement
activities, including accelerated integration of the acquisitions completed in
1999 and early 2000, as well as consolidation of certain operating locations in
2000. Additionally, the recovery of the petrochemical industry has further had
a positive impact on the gross margin percentage.
Gross profit from equipment sales increased $.1 million, or 2.4%, to $4.2
million for the nine months ended September 30, 2000, as compared to $4.1
million for the same period in the prior year. As a percent of equipment sales
revenues, gross profit from equipment sales declined to 14.6% for the nine
months ended September 30, 2000, as compared to 17.7% for the same period in
the prior year. The decrease is largely due to the mix of equipment sales.
Based on the foregoing, total gross profit increased $37.8 million, or
54.9%, to $106.6 million for the nine months ended September 30, 2000, as
compared to $68.8 million for the same period in the prior year.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses increased $18.9 million, or 49.0%, to $57.5 million for
the nine months ended September 30, 2000, as compared to $38.6 million for the
same period in the prior year. The increase is primarily the result of an
increase in employee related costs, depreciation expense on non-rental
equipment and amortization resulting from the acquisitions completed in 1999
and early 2000, as well as internal growth. As a percent of total revenues,
selling, general and administrative expenses increased to 19.4% for the nine
months ended September 30, 2000, as compared to 18.9% for the same period in
the prior year.
18
<PAGE>
Earnings Before Interest, Taxes, Depreciation and Amortization: EBITDA (as
defined to exclude net gains on sales of used equipment) increased $36.4
million, or 64.2%, to $93.1 million for the nine months ended September 30,
2000, as compared to $56.7 million for the same period in the prior year.
EBITDA from equipment rentals (as further defined to exclude gains on the sale
of new equipment) increased $34.5 million, or 62.2% to $89.9 million for the
nine months ended September 30, 2000, as compared to $55.4 million for the same
period in the prior year. As a percent of rental revenues, EBITDA from rental
operations increased to 33.5% for the nine months ended September 30, 2000, as
compared to 30.5% for the same period in the prior year. The improvement in
EBITDA margin from rental operations is due to the factors discussed above.
Interest Expense: Interest expense increased $20.8 million, or 55.9%, to
$58.0 million for the nine months ended September 30, 2000, as compared to
$37.2 million for the same period in the prior year. This increase reflects the
higher level of borrowings outstanding attributable to the acquisitions
completed in 1999 and early 2000 and the Company's continued investment in
rental equipment, as well as an increase in interest rates.
Net Loss: Net loss increased $2.4 million, or 35.3%, to a net loss of $9.2
million for the nine months ended September 30, 2000 as compared to $6.8
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 increased by $23.2 million to
$28.3 million for the nine months ended September 30, 2000, compared to $5.1
million for the same period in the prior year. This improvement primarily
resulted from an increase in non-cash depreciation and amortization expense as
well as a decrease in working capital during 2000.
During the nine months ended September 30, 2000 and 1999, the Company's
principal uses of cash for investing activities were for acquisitions and
capital expenditures, including expenditures for rental equipment. Total gross
capital expenditures for these periods were $59.3 million and $109.6 million,
respectively. Included in these totals were expenditures for rental equipment
totaling $51.4 million and $102.4 million, respectively. These expenditures
were made to increase the Company's total investment in the rental fleet and to
replace sold used rental equipment. Additionally, cash expenditures for
acquisitions totaled $20.7 million in 2000 and $196.2 million in 1999.
Net cash provided by financing activities during the nine months ended
September 30, 2000 was $36.4 million, a decrease of $256.1 million, compared to
$292.5 million for the nine months ended September 30, 1999. The decrease in
net cash provided by financing activities was due to a decrease in net
borrowings to fund acquisitions and capital expenditures.
The Company has no long-term minimum purchase commitments for rental
equipment. Management has budgeted $35 million for net fleet capital
expenditures for 2000, exclusive of acquisitions, to be used to replace rental
equipment sold as well as increase its total investment in the fleet. In
addition to the budgeted capital expenditures, the Company is currently
considering several potential acquisitions. In the nine months ended September
30, 2000 and 1999, the Company incurred approximately $2.4 million related to a
sale/leaseback transaction entered into in December 1996. This transaction will
require annual payments of approximately $3.1 million through January 2004.
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.
19
<PAGE>
The Company intends to fund its working capital, capital expenditures,
acquisitions and debt service requirements through cash flows generated from
operations and borrowings under the Senior Credit Facilities. The Senior Credit
Facilities consist of a $425.0 million, non-amortizing Revolving Credit
Facility of which a net amount of $266.0 million was drawn at September 30,
2000, a $50.0 million non-amortizing Term Loan and a $250.0 million First
Priority Term Loan. Amounts under the Revolving Credit Facility will be
available on a revolving basis during 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 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, 2000, the Company was 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.
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 which could affect actual future results
include the developments relating to the state and local sales and use tax
audit and other claims related to 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.
20
<PAGE>
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 6. Exhibits and Reports on Form 8-K
A. INDEX TO EXHIBITS
B. REPORTS ON FORM 8-K
None
21
<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 City of West Mifflin, State of Pennsylvania, on November 7, 2000.
Anthony Crane Rental Holdings, L.P.
By: /s/ Jeffrey J. Fenton
----------------------------------
Jeffrey J. Fenton
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following person in the capacity indicated on
November 7, 2000.
By: /s/ William F. Fabrizio
----------------------------------
William F. Fabrizio
Chief Financial Officer
22
