<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 March 31, 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:
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 [_]
Aggregate market value of voting partnership interests held by non-
affiliates as of May 10, 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 May 10, 2000:
Class L Common Partnership Interests: 449 Units
Class A Common Partnership Interests: 4,038 units
Class B Common Partnership Interests: 310
Class C Common Partnership Interests: 310
Documents incorporated by reference: None
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<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
QUARTERLY REPORT ON FORM 10-Q
For the Quarterly Period Ended March 31, 2000
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.. 16
Part II
ITEM 1 Legal Proceedings...................................................................... 19
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...................................................................... 19
ITEM 6 Index to Exhibits and Reports on Form 8-K.............................................. 19
Signatures............................................................................. 20
</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--March 31, 2000 (Unaudited) and
December 31, 1999....................................................... 3
Condensed Consolidated Statements of Operations for the Three Months
Ended March 31, 2000 and 1999 (Unaudited)............................... 4
Condensed Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2000 and 1999 (Unaudited)............................... 5
Notes to Condensed Consolidated Financial Statements..................... 6
</TABLE>
2
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
----------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................... $ 3,879 $ 8,980
Trade accounts receivable, net of allowance for
doubtful accounts of $3,950 at March 31 and $3,250
at December 31..................................... 60,071 56,910
Other receivables................................... 1,726 1,974
Prepaid expenses and deposits....................... 3,797 2,165
-------- --------
Total current assets.............................. 69,473 70,029
Rental equipment, net................................. 501,430 491,424
Property and equipment, net........................... 69,963 69,314
Intangible assets, net ............................... 83,284 82,871
Debt issuance costs, net.............................. 28,119 29,378
Other assets.......................................... 463 564
-------- --------
Total assets...................................... $752,732 $743,580
======== ========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
Book overdraft...................................... $ 2,191 $ 4,250
Accounts payable--trade............................. 16,341 17,344
Accrued interest.................................... 10,097 15,250
Accrued wages and employee benefits................. 4,944 4,429
Accrued taxes, other than income taxes ............. 1,998 3,395
Other accrued liabilities........................... 7,035 5,138
Current portion of long-term debt (Note 4).......... 2,500 2,500
Current portion of capital lease obligations........ 1,081 1,063
-------- --------
Total current liabilities......................... 46,187 53,369
Long term debt, less current portion (Note 4)......... 721,428 702,832
Long-term obligation under capital leases............. 3,548 520
Note payable to Bain.................................. 537 526
Other non-current liabilities......................... 2,678 2,843
-------- --------
Total liabilities................................. 774,378 760,090
-------- --------
Partners' capital (deficit):
Senior Preferred Units.............................. 22,500 22,500
Class B Preferred Units............................. 20,000 20,000
Equity Investors Class L Common Units............... 25,390 25,821
Equity Investors Class A Common Units............... (25,737) (21,857)
Equity Investors Class B Common Units............... 113 113
Equity Investors Class C Common Units............... 64 64
Predecessor Partners Class L Common Units........... 430 525
Predecessor Partners Class A Common Units........... (63,053) (62,201)
Accumulated other comprehensive income.............. 49 49
Partners' receivables............................... (1,402) (1,524)
-------- --------
Total partners' capital (deficit)................. (21,646) (16,510)
-------- --------
Total liabilities and partners' capital (deficit)..... $752,732 $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
March 31,
--------------------
2000 1999
--------- ---------
(Unaudited)
<S> <C> <C>
Revenues:
Equipment rentals...................................... $ 85,471 $ 46,267
Equipment sales........................................ 12,114 2,635
--------- ---------
Total revenues....................................... 97,585 48,902
Cost of revenues:
Cost of equipment rentals.............................. 54,909 29,696
Cost of equipment sales................................ 10,177 1,820
--------- ---------
Total cost of revenues............................... 65,086 31,516
--------- ---------
Gross profit............................................. 32,499 17,386
Selling, general and administrative expenses............. 19,344 9,614
--------- ---------
Income from operations................................... 13,155 7,772
Interest expense......................................... 18,257 9,705
Other expense, net....................................... 55 2
--------- ---------
Loss before taxes........................................ (5,157) (1,935)
--------- ---------
Provision for state taxes................................ 100 101
--------- ---------
Net loss................................................. $ (5,257) $ (2,036)
========= =========
</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 CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------
2000 1999
--------- ---------
<S> <C> <C>
Net cash used in operating activities.................... $ (9,392) $ (7,624)
--------- ---------
Cash flows from investing activities:
Cash paid for business acquisitions, net of cash
acquired.............................................. (11,293) (8,127)
Proceeds from sale of fixed assets, including rental
equipment............................................. 7,012 3,752
Capital expenditures................................... (6,128) (21,702)
Other.................................................. (255) --
--------- ---------
Net cash used in investing activities................ (10,664) (26,077)
--------- ---------
Cash flows from financing activities:
Change in book overdraft............................... (2,059) (1,195)
Proceeds from issuance of debt......................... 25,000 35,000
Payments on debt....................................... (7,251) --
Payments under capital leases.......................... (108) (25)
Expenditures for debt issuance costs and other
intangibles........................................... (627) (498)
--------- ---------
Net cash provided by financing activities............ 14,955 33,282
--------- ---------
Net decrease in cash and cash equivalents................ (5,101) (419)
Cash and cash equivalents, beginning of period........... 8,980 5,633
--------- ---------
Cash and cash equivalents, end of period................. $ 3,879 $ 5,214
========= =========
Noncash investing and financing activities:
Expenditures for rental equipment purchases included in
accounts payable...................................... $ 9,450 $ 10,970
========= =========
Noncash rental equipment transfers..................... $ 1,568 $ --
========= =========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
5
<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.
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 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
quarter ended March 31, 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:
<TABLE>
<S> <C>
Details of Acquisitions:
Fair value of assets acquired, net of cash acquired.................. $16,702
Fair value of liabilities assumed.................................... (5,409)
-------
Cash paid for acquisitions......................................... $11,293
=======
</TABLE>
6
<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>
March 31, 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)........................................... 30,803(1) 29,957
Senior Credit Facility of the Company (C)
Revolving Credit Facility......................... 240,000 221,000
Term Loan......................................... 50,000 50,000
First Priority Term Loan.......................... 248,125 249,375
-------- --------
$723,928 $705,332
Less current portion of long-term debt.............. 2,500 2,500
-------- --------
$721,428 $702,832
======== ========
</TABLE>
(1) Net of unamortized discount on debentures of $17,197 and $18,043 at March
31, 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. Not- withstanding the foregoing, at
any time prior to August 1, 2001, the Company may on any one or more
occasions redeem a total of up to 35% of the aggregate principal amount of
the 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.
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
7
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
4. Long-Term Debt (continued)
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.
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)
8
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
4. Long-Term Debt (continued)
are voluntarily pre-payable without penalty; provided, however, that LIBO
breakage costs, if any, shall be 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 are as follows:
<TABLE>
<S> <C>
2000................................................................ $ 2,500
2001................................................................ 2,500
2002................................................................ 2,500
2003................................................................ 2,500
2004................................................................ 2,500
Thereafter.......................................................... 711,428
--------
$723,928
========
</TABLE>
5. Business Acquisitions
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.
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.
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
9
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
6. Equity Investment in Joint Venture (continued)
is obligated to contribute up to $.5 million as its capital contribution to
the joint venture. As of March 31, 2000, no capital contributions had been
made.
The accounting policies of the joint venture are substantially the same as
those followed by the Company.
7. 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 acquisition of Sacramento Valley Crane Service, Inc.,
(See Note 5), 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 March 31, 2000:
<TABLE>
<CAPTION>
Year ending December 31:
- ------------------------
<S> <C>
2000.................................................................... $1,329
2001.................................................................... 870
2002.................................................................... 670
2003.................................................................... 578
2004.................................................................... 867
Thereafter.............................................................. 1,408
------
Total minimum lease payments............................................ 5,722
Less amount representing interest....................................... 1,093
------
Present value of minimum lease payments................................. 4,629
Less current portion.................................................... 1,081
------
$3,548
======
</TABLE>
Included in rental equipment is cost and accumulated depreciation for these
leased assets of approximately $4,910 and $609, respectively, at March 31,
2000 and $1,716 and $455, respectively, at December 31, 1999.
8. 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 claim.
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
10
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
8. Contingencies (continued)
consequential damages that may be proved at trial for breach of contract and
the confidentiality provisions in a letter of intent executed between the
parties. The 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
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 Facility
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 March 31, 2000 and December 31, 1999
and the results of operations and cash flows for the three-month periods ended
March 31, 2000 and 1999. Separate financial statements of the Guarantor
Subsidiaries have not been presented because management believes they are not
material to investors.
11
<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, results of operations
and cash flows for Holdings, the Company and the Company's guarantor
subsidiaries as of and for the three months ended March 31, 2000:
<TABLE>
<CAPTION>
March 31, 2000
---------------------------------------------------------------------
Other
Operating Guarantor Intercompany
Holdings Company Carlisle Subsidiaries Eliminations Consolidated
-------- --------- -------- ------------ ------------ ------------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET
Assets:
Total current assets....... $ 177 $ 50,393 $ 31,304 $ 2,689 $ (15,090) $ 69,473
Investment in
subsidiaries.............. 100,512 34,550 -- -- (135,062) --
Rental equipment, net of
accumulated depreciation.. -- 351,070 141,095 9,265 -- 501,430
Property and equipment, net
of
accumulated depreciation.. -- 58,835 9,423 1,705 -- 69,963
Other assets............... 1,529 262,424 73,643 59 (225,789) 111,866
-------- -------- -------- ------- --------- --------
Total assets.............. $102,218 $757,272 $255,465 $13,718 $(375,941) $752,732
======== ======== ======== ======= ========= ========
Liabilities and partners'
capital (deficit):
Total current liabilities.. $ -- $ 52,253 $ 8,714 $ 310 $ (15,090) $ 46,187
Long term debt, less
current portion........... 30,803 690,625 225,789 -- (225,789) 721,428
Other non-current
liabilities............... -- 5,943 820 -- -- 6,763
-------- -------- -------- ------- --------- --------
Total liabilities......... 30,803 748,821 235,323 310 (240,879) 774,378
Partners' capital
(deficit)................. 71,415 8,451 20,142 13,408 (135,062) (21,646)
-------- -------- -------- ------- --------- --------
Total liabilities and
partners'
capital (deficit)........ $102,218 $757,272 $255,465 $13,718 $(375,941) $752,732
======== ======== ======== ======= ========= ========
STATEMENTS OF OPERATIONS
Total revenues............. $ -- $ 69,786 $ 27,098 $ 3,146 $ (2,445) $ 97,585
-------- -------- -------- ------- --------- --------
Total cost of revenues..... -- 46,273 19,834 1,424 (2,445) 65,086
Selling, general and
administrative............ -- 14,757 4,367 220 -- 19,344
-------- -------- -------- ------- --------- --------
Income from operations..... -- 8,756 2,897 1,502 -- 13,155
Interest expense and other
(income) expense, net..... 887 11,799 5,177 449 -- 18,312
-------- -------- -------- ------- --------- --------
Income (loss) before
taxes..................... (887) (3,043) (2,280) 1,053 -- (5,157)
Provision for state taxes.. -- 100 -- -- -- 100
-------- -------- -------- ------- --------- --------
Net income (loss).......... $ (887) $ (3,143) $ (2,280) $ 1,053 $ -- $ (5,257)
======== ======== ======== ======= ========= ========
STATEMENTS OF CASH FLOWS
Net cash provided by (used
in) operating activities.. $ -- $ (9,964) $ 1,090 $ 1,426 $ (1,944) $ (9,392)
-------- -------- -------- ------- --------- --------
Net cash used in investing
activities................ $ -- $(10,000) $ (1,113) $(1,495) $ 1,944 $(10,664)
-------- -------- -------- ------- --------- --------
Net cash provided by (used
in) financing activities.. $ -- $ 14,972 $ (17) $ -- $ -- $ 14,955
-------- -------- -------- ------- --------- --------
</TABLE>
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 December 31, 1999, and
results of operations and cash flows as of and for the three months ended March
31, 1999.
<TABLE>
<CAPTION>
December 31, 1999
--------------------------------------------------------------------
Other
Operating Guarantor Intercompany
Holdings Company Carlisle Subsidiaries Eliminations Consolidated
-------- --------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET
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
======== ======== ======== ======= ========= ========
<CAPTION>
March 31, 1999
--------------------------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
Total revenues............. $ -- $ 45,938 $ -- $ 2,964 $ -- $ 48,902
-------- -------- -------- ------- --------- --------
Total cost of revenues..... -- 30,135 -- 1,381 -- 31,516
Selling, general and
administrative............ -- 9,415 -- 199 -- 9,614
-------- -------- -------- ------- --------- --------
Income from operations..... -- 6,388 -- 1,384 -- 7,772
Interest expense and other
income net................ 875 8,491 -- 341 -- 9,707
-------- -------- -------- ------- --------- --------
Income (loss) before
taxes..................... (875) (2,103) -- 1,043 -- (1,935)
Provision for state taxes.. -- 101 -- -- -- 101
-------- -------- -------- ------- --------- --------
Net income (loss).......... $ (875) $ (2,204) $ -- $ 1,043 $ -- $ (2,036)
======== ======== ======== ======= ========= ========
<CAPTION>
March 31, 1999
--------------------------------------------------------------------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF CASH FLOWS
Net cash used in operating
activities................ $ -- $ (7,559) $ -- $ (65) $ -- $ (7,624)
-------- -------- -------- ------- --------- --------
Net cash provided by (used
in) investing activities.. $ 68 $(25,512) $ -- $ (565) $ (68) $(26,077)
-------- -------- -------- ------- --------- --------
Net cash provided by (used
in) financing activities.. $ (68) $ 33,282 $ -- $ -- $ 68 $ 33,282
-------- -------- -------- ------- --------- --------
</TABLE>
13
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
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 March 31, 2000 and December 31,
1999, the cumulative unpaid preferred yield was approximately $6,393 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 March 31, 2000 and December 31, 1999, the
cumulative unpaid yield on the Class L Common was approximately $8,159 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.
11. Operating Segment Information
The Company identifies and manages its business as two operating segments,
the equipment rental industry 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, throughout 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.
14
<PAGE>
ANTHONY CRANE RENTAL HOLDINGS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands)
The table below presents information about reported segments for the three
months ended March 31, 2000 and the year ended December 31:
<TABLE>
<CAPTION>
Equipment Equipment
Rentals Sales Total
--------- --------- --------
<S> <C> <C> <C>
Three months ended, March 31, 2000:
Revenues....................................... $ 85,471 $12,114 $ 97,585
EBITDA....................................... $ 26,441 $ 307 $ 26,748
Year ended December 31, 1999:
Revenues..................................... $264,668 $34,446 $299,114
EBITDA....................................... $ 80,174 $ 760 $ 80,934
</TABLE>
12. Subsequent Event
On April 14, 2000, the Company announced it was changing its name to Maxim
Crane Works and intends to complete a formal name change during the second
quarter.
15
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
Three Months Ended March 31, 2000 Compared to the Three Months Ended March
31, 1999
Equipment Rental Revenues: Revenues from equipment rentals increased $39.2
million, or 84.7% to $85.5 million for the quarter ended March 31, 2000, as
compared to $46.3 million for the same period in the prior year. This increase
was largely due to the Carlisle acquisition completed in July 1999, which
accounted for approximately $22.7 million in equipment rental revenues. The
remaining $16.5 million increase is the result of incremental revenues
generated by the other acquisitions completed during 1999, 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 $9.5 million, or
365.4%, to $12.1 million for the quarter ended March 31, 2000, as compared to
$2.6 million for the same period in the prior year. The Carlisle acquisition
accounted for approximately $4.4 million of the increase. Additionally, the
Company has experienced increased activity in sales of new equipment as well
as sales through its fleet management program.
Total Revenues: Based on the foregoing, total revenues increased $48.7
million, or 99.6%, to $97.6 million for the quarter ended March 31, 2000 as
compared to $48.9 million for the same period in the prior year.
Gross Profit: Gross profit from equipment rentals increased $14.0 million,
or 84.3%, to $30.6 million for the quarter ended March 31, 2000, as compared
to $16.6 million for the same period in the prior year. The Carlisle
acquisition accounted for approximately $6.8 million of the increase in gross
profit from equipment rentals. As a percent of equipment rental revenues,
gross profit from equipment rentals remained unchanged from the prior year at
35.8%. This gross profit margin represents a 0.8% improvement over the 35.0%
margin generated for the year ended December 31, 1999. The Company is
beginning to realize the synergies from the integration of the acquisitions
completed in 1999. Additionally, the recovery of the petrochemical industry
has further had a positive impact on the gross margin percentage.
Gross profit from equipment sales increased $1.1 million, or 137.5%, to $1.9
million for the quarter ended March 31, 2000, as compared to $.8 million for
the same period in the prior year. As a percent of equipment sales revenues,
gross profit from equipment sales decreased to 15.7% for the quarter ended
March 31, 2000, as compared to 30.8% for the same period in the prior year.
The margin percentage generated represents a return to more normal gross
margin levels, as equipment sales during the quarter ended March 31, 1999
generated unusually large margins.
Based on the foregoing, total gross profit increased $15.1 million, or
86.8%, to $32.5 million for the quarter ended March 31, 2000, as compared to
$17.4 million for the same period in the prior year.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses increased $9.7 million, or 101.0%, to $19.3 million
for the quarter ended March 31, 2000, as compared to $9.6 million for the same
period in the prior year. The Carlisle acquisition accounted for $4.4 million
of the increase in selling, general and administrative expenses. The remaining
increase is primarily due to increased depreciation and increased employee-
related costs associated with the acquisitions completed in 1999 and early
2000, as well as internal growth. As a percent of total revenues, selling,
general and administrative expenses remained relatively constant, amounting to
19.8% for the quarter ended March 31, 2000 as compared to 19.6% for the same
period in the prior year.
16
<PAGE>
Earnings Before Interest, Taxes, Depreciation and Amortization: EBITDA (as
defined to exclude net gains on sales of used equipment) increased $12.2
million, or 84.1%, to $26.7 million for the quarter ended March 31, 2000, as
compared to $14.5 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 $10.4 million, or 71.7% to $24.9 million for the quarter
ended March 31, 2000, as compared to $14.5 million for the same period in the
prior year. As a percent of rental revenues, EBITDA from rental operations
decreased to 29.1% for the quarter ended March 31, 2000, as compared to 31.3%
for the same period in the prior year. This decrease is primarily due to the
increased costs discussed above.
Interest Expense: Interest expense increased $8.6 million, or 88.7%, to
$18.3 million for the quarter ended March 31, 2000, as compared to $9.7
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 as well as the Company's continued investment
in rental equipment.
Net Loss: Net loss increased $3.3 million, or 165.0%, to a net loss of $5.3
million for the quarter ended March 31, 2000, as compared to $2.0 million for
the same period in the prior year as a result of the factors discussed above.
Liquidity and Capital Resources
Net cash used in operating activities for the quarter ended March 31, 2000
increased by $1.9 million to $9.5 million from a use of cash of $7.6 million
for the quarter ended March 31, 1999. This increase was primarily the result
of an increase in net loss as well as an increase in accounts receivable and a
decrease in certain liabilities.
During the quarters ended March 31, 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 capital
expenditures for these periods were $6.1 million and $21.7 million,
respectively. Included in these totals were expenditures for rental equipment
totaling $4.8 million and $19.4 million, respectively. These expenditures were
made to increase the Company's total investment in the rental fleet and to
replace sold used rental equipment.
Net cash provided by financing activities during the quarter ended March 31,
2000 was $15.0 million, a decrease of 54.9%, compared to $33.3 million for the
quarter ended March 31, 1999. The decrease in net cash provided by financing
activities was due to a decrease in net borrowings to fund 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 quarters ended March 31,
2000 and 1999, the Company incurred approximately $.8 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.
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.
17
<PAGE>
The Senior Credit Facilities consist of a $425.0 million, non-amortizing
Revolving Credit Facility of which a net amount of $240.0 million was drawn at
March 31, 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 March 31, 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.
18
<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 5. OTHER INFORMATION
On April 14, 2000, the Company announced it was changing its name to Maxim
Crane Works and intends to complete a formal name change during the second
quarter.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A.INDEX TO EXHIBITS
Not applicable
B.REPORTS ON FORM 8-K
None
19
<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 May 10, 2000.
Anthony Crane Rental Holdings, L.P.
/s/ Jeffrey J. Fenton
By: ________________________________
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 persons in the capacities indicated on
May 10, 2000.
/s/ William F. Fabrizio
By: ________________________________
William F. Fabrizio
Chief Financial Officer
20
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FIANCIAL STATEMENTS OF ANTHONY CRANE RENTAL HOLDINGS, L.P. AND
SUBSIDIARIES AS OF AND FOR THE PERIOD ENDED MARCH 31, 2000 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 3,879
<SECURITIES> 0
<RECEIVABLES> 64,021
<ALLOWANCES> (3,950)
<INVENTORY> 0
<CURRENT-ASSETS> 69,473
<PP&E> 713,477
<DEPRECIATION> 142,084
<TOTAL-ASSETS> 752,732
<CURRENT-LIABILITIES> 46,187
<BONDS> 728,557
0
0
<COMMON> 0
<OTHER-SE> (21,646)
<TOTAL-LIABILITY-AND-EQUITY> 728,557
<SALES> 97,585
<TOTAL-REVENUES> 97,585
<CGS> 65,086
<TOTAL-COSTS> 65,086
<OTHER-EXPENSES> 19,344
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,257
<INCOME-PRETAX> (5,157)
<INCOME-TAX> 100
<INCOME-CONTINUING> (5,257)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,257)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
