<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF [x]
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
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: 033-68444
WILLIAMS SCOTSMAN, INC.
(Exact name of Registrant as specified in its Charter)
Maryland 52-0665775
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8211 Town Center Drive 21236
Baltimore, Maryland (Zip Code)
(Address of principal executive offices)
(410) 931-6000
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year--
if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
The Registrant is a wholly-owned subsidiary of Scotsman Holdings, Inc., a
Delaware corporation. As of June 30, 1997, Scotsman Holdings, Inc. owned
3,320,000 shares of common stock ("Common Stock") of the Registrant.
<PAGE>
WILLIAMS SCOTSMAN, INC.
INDEX
FORM 10-Q
PAGE
----
PART I - FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Balance Sheets at June 30, 1997
and December 31, 1996............................. 1
Consolidated Statements of
Operations for the six months and
three months ended June 30, 1997 and 1996........ 2
Consolidated Statements of Cash Flows for the six
months ended June 30, 1997 and 1996.............. 3
Notes to Consolidated Financial Statements......... 7
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
PART II - OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K 9
<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
WILLIAMS SCOTSMAN, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
JUNE 30,
1997 DECEMBER 31,
(UNAUDITED) 1996
--------------- ------------
<S> <C> <C>
(DOLLARS IN THOUSANDS)
Assets
Cash and temporary investments..................................... $284 351
Trade accounts receivable, less allowance for doubtful accounts.... 25,974 23,145
Prepaid expenses and other current assets.......................... 13,340 9,295
Rental equipment, at cost.......................................... 459,286 423,703
Less accumulated depreciation...................................... 82,615 67,520
Net rental equipment............................................... 376,671 356,183
Property, plant and equipment, net................................. 33,837 29,032
Deferred financing costs, net...................................... 21,412 5,494
Other assets....................................................... 10,249 5,197
--------------- ---------------
$481,767 428,697
--------------- ---------------
--------------- ---------------
Liabilities and Stockholder's Equity
Accounts payable................................................... $9,033 9,826
Accrued expenses................................................... 15,395 8,924
Rents billed in advance............................................ 11,882 10,621
Long-term debt..................................................... 504,699 268,753
Deferred compensation.............................................. 2,443 3,300
Deferred income taxes.............................................. 53,126 57,640
--------------- ---------------
Total liabilities................................................ 596,578 359,064
Stockholder's equity:
Common stock, $.01 par value. Authorized 10,000,000
shares; issued and outstanding 3,320,000 shares.................. 33 33
Additional paid-in capital........................................ 56,844 56,844
Retained earnings (deficit)....................................... (171,688) 12,756
--------------- ---------------
Total stockholder's equity (deficit).......................... (114,811) 69,633
--------------- ---------------
$481,767 428,697
--------------- ---------------
--------------- ---------------
</TABLE>
See accompanying notes to consolidated financial statements.
1
<PAGE>
WILLIAMS SCOTSMAN, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- ----------------------
<S> <C> <C> <C> <C>
1997 1996 1997 1996
---------- ---------- ---------- ----------
<CAPTION>
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Revenues:
Leasing...................................................... $ 32,067 28,025 63,306 54,540
Sales of new units........................................... 9,292 4,934 17,837 10,943
Delivery and installation.................................... 9,379 7,450 17,552 13,953
Other........................................................ 5,253 4,467 10,012 8,084
---------- ---------- ---------- ----------
Total revenues............................................. 55,991 44,876 108,707 87,520
---------- ---------- ---------- ----------
Costs of sales and services:
Leasing:
Depreciation and amortization............................... 8,120 7,929 16,062 15,000
Other direct leasing costs.................................. 6,587 6,317 13,626 12,315
New units.................................................... 7,857 4,016 15,055 9,056
Delivery and installation.................................... 6,736 5,320 12,861 10,441
Other........................................................ 1,472 924 2,715 1,571
---------- ---------- ---------- ----------
Total costs................................................ 30,772 24,506 60,319 48,383
---------- ---------- ---------- ----------
Gross profit............................................... 25,219 20,370 48,388 39,137
---------- ---------- ---------- ----------
Selling, general and administrative expenses.................. 11,634 10,495 23,752 21,359
Recapitalization expenses..................................... 5,105 -- 5,105 --
Other depreciation and amortization........................... 641 538 1,253 1,093
Interest, including amortization of deferred financing
costs....................................................... 9,613 6,235 16,360 12,498
---------- ---------- ---------- ----------
Total operating expenses................................... 26,993 17,268 46,470 34,950
---------- ---------- ---------- ----------
Earnings (loss) before income taxes and extraordinary item. (1,774) 3,102 1,918 4,187
Income tax expense (benefit).................................. (684) 1,197 740 1,615
---------- ---------- ---------- ----------
Earnings (loss) before extraordinary item.................. (1,090) 1,905 1,178 2,572
Extraordinary loss on extinguishment of debt, net............. 8,245 -- 8,245 --
---------- ---------- ---------- ----------
Net earnings (loss)....................................... $ (9,335) 1,905 (7,067) 2,572
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Per common share:
Earnings (loss) before extraordinary item.................... $ (0.33) 0.57 0.35 0.77
Net earnings (loss).......................................... (2.81) 0.57 (2.13) 0.77
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Weighted average shares outstanding........................... 3,320,000 3,320,000 3,320,000 3,320,000
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
WILLIAMS SCOTSMAN, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Six months ended June 30, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
---------- ---------
<S> <C> <C>
(DOLLARS IN
THOUSANDS)
Cash flows from operating activities:
Net earnings (loss)................................................... $ (7,067) 2,572
Adjustments to reconcile net earnings (loss) to net cash
provided by operating activities:
Extraordinary loss on extinguishment of debt........................ 13,423 --
Depreciation and amortization....................................... 18,359 17,307
Provision for bad debts............................................. 1,214 858
Deferred income tax expense (benefit)............................... (4,514) 1,565
Provision for deferred compensation................................. 367 550
Gain on sale of rental equipment.................................... (1,430) (1,176)
Increase in net trade accounts receivable........................... (4,043) (4,616)
(Increase) decrease in other assets................................. (5,052) 46
Increase in accrued expenses........................................ 6,471 1,339
Other............................................................... (4,964) 2,778
---------- ----------
Net cash provided by operating activities.......................... 12,764 21,223
---------- ----------
Cash flows from investing activities:
Redemption of certificates of deposit................................. -- 250
Rental equipment additions............................................ (41,311) (30,377)
Proceeds from sales of rental equipment............................... 6,191 5,406
Purchases of property, plant and equipment, net....................... (6,023) (2,972)
---------- ----------
Net cash used in investing activities.............................. $(41,143) (27,693)
---------- ----------
3
<PAGE>
Cash flows from financing activities:
Proceeds from long-term debt.......................................... 632,025 88,622
Repayment of long-term debt........................................... (396,078) (80,120)
Increase in deferred financing costs.................................. (21,636) (35)
Payment of dividends.................................................. (177,378) (2,070)
Extraordinary loss on extinguishment of debt.......................... (8,621) --
---------- ----------
Net cash provided by financing activities.......................... 28,312 6,397
---------- ----------
Net decrease in cash............................................... (67) (73)
Cash at beginning of period............................................ 338 416
---------- ----------
Cash at end of period.................................................. $ 271 343
---------- ----------
---------- ----------
Supplemental cash flow information:
Cash paid for income taxes............................................ $ 119 81
---------- ----------
---------- ----------
Cash paid for interest................................................ $ 10,474 11,299
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
WILLIAMS SCOTSMAN, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
(1) FINANCIAL STATEMENTS
The financial information for the six months ended June 30, 1997 and 1996
includes the accounts of Williams Scotsman, Inc. and its wholly owned
subsidiaries Mobile Field Office Company and Willscot Equipment, LLC
(Willscot). Willscot, a special purpose subsidiary, was formed in May 1997
and is a guarantor of the Company's credit facility and acts as a full,
unconditional and joint and several subordinated guarantor of the 9 7/8%
Senior Notes. The operations of Willscot are limited to the leasing of its
mobile office units to the Company under a master lease and issuing the
guarantee.
The financial information referred to above has not been audited. In the
opinion of management, the unaudited financial statements contain all
adjustments (consisting only of normal, recurring adjustments) necessary to
present fairly the Company's financial position as of June 30,1997 and its
operating results and cash flows for the three and six month periods ended
June 30, 1997 and 1996. The results of operations for the periods ended June
30, 1997 and 1996 are not necessarily indicative of the operating results for
the full year.
Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. It is suggested that these financial statements be read in
conjunction with the financial statements and notes thereto included in the
Company's latest Form 10-K.
(2) EARNINGS PER SHARE
Earnings per common share is computed by dividing net earnings by the
weighted average number of common shares outstanding during the periods.
(3) RECAPITALIZATION
Pursuant to a recapitalization agreement, on May 22, 1997, Scotsman
Holdings, Inc. (Holdings), the Company's parent company, (i) repurchased
3,210,679 shares of its outstanding common stock for an aggregate of
approximately $293.8 million in cash and approximately $21.8 million in
promissory notes due January 1998 and (ii) issued 1,475,410 shares of common
stock for an aggregate of approximately $135.0 million (or a price of $91.50 per
share) in cash. In related transactions on the same date, (i) Holdings purchased
all of its outstanding Series B 11% Senior Notes due 2004 ($29.2 million
aggregate principal amount) for approximately $32.2 million, including accrued
interest and fees, (ii) the Company purchased $164.7 million aggregate principal
amount of its 9 1/2% Senior Secured Notes due 2000 for approximately $179.8
million, including accrued interest and fees and (iii) the Company repaid all of
its outstanding indebtedness ($119.0 million) under its prior credit facility.
In connection with the recapitalization, (i) the Company accelerated the
payment of deferred compensation under its long term incentive plan, (ii) all
outstanding stock options under Holdings' employee stock option plan vested
and became immediately exercisable and (iii) the Company cancelled a portion
of the outstanding stock options. Accordingly, in the second quarter of 1997,
the Company recognized $5.1 million of recapitalization expenses including
$2.5 million in connection
5
<PAGE>
with the acceleration of deferred compensation and $2.6 million in
connection with the cancellation of the stock options, and recognized an
extraordinary loss on debt extinguishment of $13.4 million.
In order to finance the recapitalization transaction, on May 22, 1997, the
Company issued $400 million in 9 7/8% Senior Notes due 2007 and entered into a
$300 million revolving bank facility. The Company paid a dividend of $177.4
million to Holdings to effect the repurchase of common stock and the purchase of
the 11% Senior Notes.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
Three Months Ended June 30, 1997 Compared with Three Months Ended June
30, 1996. Revenues in the quarter ended June 30, 1997 were $56.0 million, an
$11.1 million or 24.8% increase from revenues of $44.9 million in the same
period of 1996. This increase resulted primarily from a $4.0 million or 14.4%
increase in leasing revenue, a $4.4 million or 88.3% increase in new sales
revenue and a $1.9 million or 25.9% increase in revenue from delivery and
installation. The increase in leasing revenue is attributable to an increase
in the average number of units in the fleet of 13.5% to approximately 43,000
for the second quarter of 1997 and an increase in fleet utilization of
approximately two percentage points to 86%. Average monthly rental rates
remained relatively stable, resulting from a combination of modest rate
increases offset by changes in fleet mix. The increase in new sales revenue
is primarily attributable to a large volume of classroom sales in the Western
Region during the quarter. The increase in delivery and installation revenue
is due to the increases in the leasing and new sales activity described above.
Gross profit for the quarter was $25.2 million, a $4.8 million or 23.8%
increase from the second quarter of 1996. This increase is primarily due to an
increase in leasing gross profit of $3.6 million or 26.0%, an increase in gross
profit from new sales of $0.5 million or 56.3% and an increase in gross profit
from delivery and installation of $0.5 million or 24.1%. The increase in leasing
gross profit is due to an increase in the leasing activity described above
combined with an increase in leasing margins from 49.2% for the second quarter
of 1996 to 54.1% for the second quarter of 1997. Excluding depreciation and
amortization, leasing margins increased from 77.5% in 1996 to 79.5% in 1997. The
increase in the gross profit from new sales revenue is due to the increased
activity described above. The increase in delivery and installation gross profit
is due to the increases in leasing and new sales described above.
Selling, general and administrative (SG&A) expenses increased by $1.1
million or 10.9% from the second quarter of 1996. This increase is the result
of the growth experienced by the Company, both in terms of fleet size and
number of branches as compared to the second quarter of 1996. The Company's
branch network has expanded from 53 branches at June 30, 1996 to more than 60
branches at June 30, 1997 while the fleet has grown by approximately 5,800
units from June 30, 1996. The overall increases in SG&A expenses are due to
increases in branch related expenses, primarily payroll and occupancy
expenses incurred in connection with this branch expansion.
Recapitalization expenses of $5.1 million relate to amounts incurred in
connection with the recapitalization of the Company's parent, Scotsman Holdings,
Inc., in May 1997 (the Recapitalization) and are comprised of deferred
compensation and stock option expenses.
Interest expense increased by $3.4 million or 54.2% in the second quarter of
1997. This increase is a result of increased borrowings to finance the
Recapitalization as noted above
7
<PAGE>
and as a result of financing the fleet and branch growth described above.
An extraordinary loss of $8.2 million (net of income taxes) arose from the
extinguishment of the Company's debt in connection with the Recapitalization.
Six Months Ended June 30, 1997 Compared with Six Months Ended June 30, 1996.
Revenues in the six months ended June 30, 1997 were $108.7 million, a $21.2
million or 24.2% increase from revenues of $87.5 million in the six months ended
June 30, 1996. The increase resulted primarily from a $8.8 million or 16.1%
increase in leasing revenue, a $6.9 million or 63.0% increase in new sales
revenue and a $3.6 million or 25.8% increase in revenue from delivery and
installation. The increase in leasing revenue is attributable to an increase in
the average number of units in the lease fleet of 11.6% to approximately 42,000
units for the first six months of 1997, an increase in utilization of
approximately three percentage points to 86% and an increase of approximately $3
in the average monthly rental rate for the comparable periods. The increase in
new sales revenue is attributable primarily to a large volume of classroom sales
occurring in the Western Region during the first half of 1997. The increase in
delivery and installation revenue is due to the increases in the leasing and new
sales activity described above.
Gross profit for the six months ended June 30, 1997 was $48.4 million, a
$9.3 million or 23.6% increase from gross profit of $39.1 million during the
same period of 1996. This increase is primarily due to an increase in leasing
gross profit of $6.4 million or 23.5%, an increase in new sales gross profit of
$0.9 million or 47.4% and an increase in gross profit from delivery and
installation of $1.2 million or 33.6%. The increase in leasing gross profit is
due to the increase in leasing revenue described above combined with an increase
in the leasing margins from 49.9% in 1996 to 53.1% in 1997. Excluding
depreciation and amortization, leasing margins increased from 77.4% in 1996 to
78.5% in 1997. Gross profit from new sales increased as a result of the
increased volume of sales noted above. Delivery and installation gross profit
increased as a result of the increases in leasing and new sales activity noted
above.
Selling, general and administrative expenses for the six months ended June
30, 1997 increased by $2.4 million or 11.2% from the same period of 1996. The
overall increase in SG&A expenses is due primarily to branch related activities
and is comprised of increases in payroll and occupancy expenses. These increases
are due to the Company's growth described above.
Recapitalization expenses of $5.1 million relate to amounts incurred in
connection with the Recapitalization as noted above and are comprised of
deferred compensation and stock option expenses.
Interest expense increased by $3.9 million or 30.9% in the six months ended
June 30, 1997 from the same period in 1996. This increase is primarily a result
of the Recapitalization noted above. Additionally, average balances under the
line of credit were higher during 1997 as a result of financing the fleet and
branch growth described above.
An extraordinary loss of $8.2 million (net of income taxes) arose from the
extinguishment of the Company's debt in connection with the Recapitalization.
8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
During the six months ended June 30, 1997 and 1996, the Company's principal
sources of funds consisted of cash flow from operating and financing sources.
Cash flow from operating activities of $12.8 million and $21.2 million for the
six months ended June 30, 1997 and 1996, respectively, was largely generated by
the Company's leasing operation, which includes the rental and sale of units
from its lease fleet. Excluding the recapitalization expenses of $5.1 million
and the effect of the accelerated payment of $3.7 million of deferred
compensation which had been accrued in prior periods, cash flow from operating
activities for the six months ended June 30, 1997 would have been $21.6 million.
The Company has increased its EBITDA and believes that EBITDA provides
the best indication of its financial performance and provides the best
measure of its ability to meet historical debt service requirements. The
Company defines EBITDA as net income before depreciation, amortization, and
provision for deferred compensation, recapitalization expenses, interest and
taxes. EBITDA as defined by the Company does not represent cash flow from
operations as defined by generally accepted accounting principles and should
not be considered as an alternative to cash flows as a measure of liquidity,
nor should it be considered as an alternative to net income as an indicator
of the Company's operating performance. The Company's EBITDA increased by
$7.7 million or 23.2% to $41.1 million for the first half of 1997 compared to
$33.3 million for the same period of 1996. This increase in EBITDA is a
result of increased leasing activity resulting from the overall increases in
the number of units in the fleet as well as the increase in the average
monthly rental rate, offset by the increased SG&A expenses required to
support the increased activities during the six months ended June 30, 1997.
Cash flow used in investing activities was $41.1 million and $27.7
million in the six months ended June 30, 1997 and 1996, respectively. The
Company's primary capital expenditures are for the discretionary purchase of
new units for the lease fleet and units purchased through acquisiton. The
Company seeks to maintain its lease fleet in good condition at all times and
generally increases the size of its lease fleet only in those local or
regional markets experiencing economic growth and established unit demand.
Cash provided by financing activities of $28.3 million in the six months
ended June 30, 1997 was primarily the result of a series of transactions
related to the Recapitalization in May 1997 and is comprised of net
borrowings from long term debt offset by dividends paid to the parent company
primarily to effect the repurchase of its common stock and purchase its 11%
Senior Notes. Cash provided by financing activities of $6.4 million for the
six months ended June 30, 1996 was primarily from borrowings under the line
of credit.
The Company believes it will have, for the next 12 months, sufficient
liquidity under its revolving line of credit and from cash generated from
operations to meet its expected obligations as they arise.
9
<PAGE>
PART II--OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
None
(b) Reports on Form 8-K.
In a report on form 8-K dated May 22, 1997, the Company reported the
following:
The completion of the sale and recapitalization of its parent
company, Scotsman Holdings, Inc. (Holdings).
The completion of the tender offer of Holdings' 11% Senior Notes
and the Company's 9 1/2% Senior Secured Notes.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
WILLIAMS SCOTSMAN, INC.
BY: /S/ GERARD E. KEEFE
-----------------------------------------
Gerard E. Keefe
Senior Vice President and
Chief Financial Officer
DATED: AUGUST , 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
NAME CAPACITY DATE
- ------------------------------ --------------------------- -------------------
/s/ Gerard E. Keefe Senior Vice President and
- ------------------------------ Chief Financial Officer August , 1997
Gerard E. Keefe
/s/ Katherine K. Giannelli Vice President and
- ------------------------------ Controller August , 1997
Katherine K. Giannelli
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
WILLIAMS SCOTSMAN, INC.
BY:
-----------------------------------------
Gerard E. Keefe
Senior Vice President and
Chief Financial Officer
Dated: August , 1997
--
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
NAME CAPACITY DATE
- ------------------------------ --------------------------- -------------------
Gerard E. Keefe Senior Vice President and
- ------------------------------ Chief Financial Officer August , 1997
Gerard E. Keefe
Katherine K. Giannelli Vice President and
- ------------------------------ Controller August , 1997
Katherine K. Giannelli
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 284
<SECURITIES> 0
<RECEIVABLES> 26,385
<ALLOWANCES> 411
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 413,987
<DEPRECIATION> 82,615
<TOTAL-ASSETS> 481,767
<CURRENT-LIABILITIES> 0
<BONDS> 504,699
0
0
<COMMON> 33
<OTHER-SE> (114,844)
<TOTAL-LIABILITY-AND-EQUITY> 481,767
<SALES> 108,707
<TOTAL-REVENUES> 108,707
<CGS> 60,319
<TOTAL-COSTS> 60,319
<OTHER-EXPENSES> 30,110
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,360
<INCOME-PRETAX> 1,918
<INCOME-TAX> 740
<INCOME-CONTINUING> 1,178
<DISCONTINUED> 0
<EXTRAORDINARY> 8,245
<CHANGES> 0
<NET-INCOME> (7,067)
<EPS-PRIMARY> (2.13)
<EPS-DILUTED> (2.13)
</TABLE>
