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 September 30, 1999
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: 033-78954
SCOTSMAN HOLDINGS, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 52-1862719
(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 [ ]
As of September 30, 1999, 6,196,674 shares of common stock ("Common
Stock") of the Registrant were outstanding.
<PAGE>
SCOTSMAN HOLDINGS, INC.
INDEX
FORM 10-Q
PART I - FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
Consolidated Balance Sheets at September 30, 1999 1
and December 31, 1998
Consolidated Statements of Operations for the three
and nine months ended September 30, 1999 and 1998 2
Consolidated Statements of Cash Flows for the nine 3
months ended September 30, 1999 and 1998
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of 8
Financial Condition and Results of Operations
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
September 30,
1999 December 31,
Assets (Unaudited) 1998
----------- -------------
(dollars in thousands)
<S> <C> <C>
Cash $ 702 $ 800
Trade accounts receivable, less allowance for
doubtful accounts 65,282 39,244
Prepaid expenses and other current assets 18,732 13,976
Rental equipment, net of accumulated depreciation of
$120,366 in 1999 and $102,614 in 1998 714,169 640,634
Property and equipment, net 53,813 46,679
Deferred financing costs, net 21,524 25,161
Goodwill and other intangible assets, net 174,351 159,817
Other assets 17,320 14,980
-------- -------
$ 1,065,893 $ 941,291
========= =======
Liabilities and Stockholders' Equity
Accounts payable $ 18,047 $ 12,651
Accrued expenses 40,375 26,220
Rents billed in advance 23,837 21,702
Long-term debt 914,943 845,447
Deferred income taxes 112,531 93,124
-------- -------
Total liabilities 1,109,733 999,144
--------- -------
Stockholders' equity:
Common stock, $.01 par value. Authorized 10,000,000
shares; issued 9,507,407 shares 95 95
Additional paid-in capital 232,881 231,826
Retained earnings 19,040 6,082
-------- --------
252,016 238,003
Less treasury stock, at cost - 3,310,733 common shares (295,856) (295,856)
--------- -------
Net stockholders' deficit (43,840) (57,853)
--------- --------
$ 1,065,893 $ 941,291
========= =======
</TABLE>
See accompanying notes to consolidated financial statements.
1
<PAGE>
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1999 1998 1999 1998
-------- ------- ------ -------
(in thousands except share and per share amounts)
<S> <C> <C> <C> <C>
Revenues:
Leasing $ 51,324 $ 39,650 $148,921 $104,884
Sales:
New units 22,869 15,694 54,078 34,435
Rental equipment 22,885 14,476 52,440 33,314
Delivery and installation 5,071 3,745 16,602 11,023
Other 10,763 6,874 28,215 18,517
-------- ------- ------ -------
Total revenues 112,912 80,439 300,256 202,173
-------- ------- ------ -------
Costs of sales and services:
Leasing:
Depreciation and amortization 8,538 6,894 25,535 18,940
Other direct leasing costs 8,828 5,943 22,767 15,629
Sales:
New units 18,656 13,298 44,190 28,548
Rental equipment 3,729 2,871 12,509 8,170
Delivery and installation 16,608 10,335 37,875 23,749
Other 2,088 1,511 6,103 3,865
-------- ------- ------ -------
Total costs of sales and services 58,447 40,798 148,979 98,901
-------- ------- ------ -------
Gross profit 54,656 39,641 151,277 103,272
-------- ------- ------ -------
Selling, general and administrative expenses 17,369 15,223 53,312 41,755
Other depreciation and amortization 4,069 2,446 11,813 5,879
Interest, including amortization of deferred
financing costs 21,136 16,656 61,885 45,076
-------- ------- ------ -------
Total operating expenses 42,574 34,325 127,010 92,710
-------- ------- ------ -------
Income before income taxes 11,891 5,316 24,267 10,562
Income tax expense 5,323 5,582 11,262 7,621
-------- ------- ------ -------
Net Income (Loss) $ 6,568 $ (266) $ 13,005 $ 2,941
======== ======== ======== ========
Earnings (loss) per common share $ 1.06 $ (0.05) $ 2.10 $ 0.58
======== ======== ======== ========
Earnings (loss) per common share, assuming dilution $ 1.00 $ (0.05) $ 1.99 $ 0.55
======== ======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Nine months ended September 30, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
---- ----
(dollars in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income $13,005 $ 2,941
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 41,031 27,461
Provision for bad debts 2,756 1,769
Deferred income tax expense 10,762 7,508
Non-cash option compensation expense 1,055 2,044
Gain on sale of rental equipment (4,093) (2,853)
Increase in net trade accounts receivable (26,279) (15,305)
Increase in other assets (729) (339)
Increase in accrued expenses 13,155 12,102
Other (1,143) 4,946
------- -----
Net cash provided by operating activities 49,520 40,274
------ ------
Cash flows from investing activities:
Rental equipment additions (87,599) (95,741)
Proceeds from sales of rental equipment 16,602 11,023
Purchases of property and equipment, net (11,015) (8,283)
Purchase of Evergreen Mobile Company in 1999 and
Space Master International in 1998, net of cash acquired (37,000) (272,862)
------ ---------
Net cash used in investing activities $ (119,012) $(365,863)
------- --------
(continued)
3
<PAGE>
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (continued)
(Unaudited)
1999 1998
---- ----
(dollars in thousands)
Cash flows from financing activities:
Repayment of promissory note payable $ --- $(21,934)
Proceeds from long-term debt 362,892 490,492
Repayment of long-term debt (293,397) (201,110)
Increase in deferred financing costs (46) (6,097)
Payments to acquire treasury stock (55) (64)
Equity contribution --- 64,620
------ --------
Net cash provided by financing activities 69,394 326,007
------ --------
Net (decrease) increase in cash (98) 431
Cash at beginning of period 800 296
------- -------
Cash at end of period $ 702 $ 727
======= ========
Supplemental cash flow information:
Cash paid for income taxes $ 205 $ 151
======= =========
Cash paid for interest $ 47,686 $ 31,334
======= =========
See accompanying notes to consolidated financial statements.
</TABLE>
4
<PAGE>
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share amounts)
(1) ORGANIZATION AND BASIS OF PRESENTATION
Scotsman Holdings, Inc. ("Holdings") was organized in November, 1993 for
the purpose of acquiring Williams Scotsman, Inc. ("Scotsman"). Holdings
and Scotsman are collectively referred to as the "Company". The Company
conducts business solely as a holding company, the only significant asset
of which is the capital stock of Scotsman. Therefore, any cash dividends
to be paid on the Company's common stock, or cash interest to be paid on
notes of the Company, are dependent upon the cash flow of Scotsman.
(2) FINANCIAL STATEMENTS
The financial information for the nine months ended September 30, 1999
and 1998 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 September 30,1999 and its operating
results and cash flows for the nine month periods ended September 30,
1999 and 1998. The results of operations for the periods ended September
30, 1999 and 1998 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.
(3) ACQUISITION
On February 1, 1999, Scotsman acquired all of the outstanding stock of
Evergreen Mobile Company, a privately held Washington corporation
("EVG"), in a transaction accounted for under the purchase method of
accounting. Total consideration for the acquisition of EVG was
approximately $37,000, including the repayment of existing indebtedness
of EVG. The purchase price paid was allocated to the net assets acquired
of approximately $19,000 with the excess representing goodwill and other
intangible assets. The purchase price allocation was based upon estimates
of the fair value of the net assets acquired. These estimates may vary
from actual amounts ultimately recorded. The acquisition was financed
with borrowings under Scotsman's amended credit facility.
5
<PAGE>
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(4) GOODWILL AND OTHER INTANGIBLE ASSETS
The excess of cost over fair values of net assets acquired in purchase
transactions has been recorded as goodwill and is being amortized on a
straight line basis over 20 to 40 years. Other identifiable intangibles
acquired include assembled workforce and covenants not to compete, which
are being amortized on a straight line basis over periods of 21 to 86
months. As of September 30, 1999 and 1998, accumulated amortization was
$5,809 and $605, respectively.
On a periodic basis, the Company evaluates the carrying value of its
intangible assets to determine if the facts and circumstances suggest
that intangible assets may be impaired. If this review indicates that
intangible assets may not be recoverable, as determined by the
undiscounted cash flow of the entity acquired over the remaining
amortization period, the Company's carrying value of intangible assets is
reduced by the estimated shortfall of cash flows.
(5) 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.
The following table sets forth the components of the weighted-average
shares outstanding for the basic and diluted earnings per share
computations:
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------- -------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Weighted-average shares - basic earnings
per share 6,196,674 5,335,133 6,196,674 5,059,671
Effect of employee stock options 346,545 --- 350,859 246,216
--------- --------- --------- ---------
Weighted-average shares - diluted earnings
per share 6,543,219 5,335,133 6,547,533 5,305,887
========= ========= ========= =========
</TABLE>
6
<PAGE>
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
(6) INCOME TAXES
The difference between the Company's reported tax provision for the three
and nine months ended September 30, 1999 and the tax provision computed
based on U.S. statutory rates is primarily attributed to non-deductible
goodwill amortization expense of $1,420 and $4,059, respectively.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
FORWARD LOOKING STATEMENTS
Certain statements in this Form 10-Q for the quarter ended September 30,1999
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause actual results to differ materially from future
results expressed or implied by such forward-looking statements. Such factors
include, among others, the following: substantial leverage and the ability to
service debt; changing market trends in the mobile office industry; general
economic and business conditions including a prolonged or substantial recession;
the ability to finance fleet and branch expansion, to locate and finance
acquisitions, and to integrate recently acquired businesses into the Company;
the ability of the Company to implement its business and growth strategy and
maintain and enhance its competitive strengths; the ability of the Company to
obtain financing for general corporate purposes; intense industry competition;
availability of key personnel; industry over-capacity; risks associated with the
"Year 2000" phenomenon; and changes in, or the failure to comply with,
government regulations. No assurance can be given as to future results and
neither the Company nor any other person assumes responsibility for the accuracy
and completeness of these forward-looking statements. Consequently, undue
reliance should not be placed on such forward-looking statements, which speak
only as of the date hereof. The Company undertakes no obligation to publicly
release the result of any revision to these forward-looking statements that
maybe made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
RESULTS OF OPERATIONS
The results of operations for the three and nine month periods ended
September 30, 1999 include the effect of three acquisitions completed over a
nine-month period ended February 1999. These acquisitions added a total of
approximately 17,500 units with the most significant addition taking place in
September 1998.
THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH THREE MONTHS ENDED
SEPTEMBER 30, 1998.
Revenues in the quarter ended September 30, 1999 were $112.9 million, a
$32.5 million or 40.4% increase from revenues of $80.4 million in the same
period of 1998. The increase resulted from an $11.7 million or 29.4% increase in
leasing revenue, a $7.2 million or 45.7% increase in new unit sales revenue, an
$8.4 million or 58.1% increase in delivery and installation revenue, a $1.3
million or 35.4% increase in revenue from sale of used units and a $3.9 million
or 56.6% increase in other revenue. The increase in leasing revenue is
attributable to a 26.1% increase in the average lease fleet to approximately
76,800 units at September 30, 1999, combined with an increase of $4 in the
average monthly rental rate and a stable average fleet utilization of 86%. The
increase in new and used sales revenue is primarily due to the effect of the
acquisitions noted above and the overall branch expansion that the Company has
experienced over the last several years. The increase in delivery and
installation revenue is attributable to the increases in the leasing and sale
revenue described above. Other revenue increased as a result of increases in the
rental of steps and relocation services provided for customer-owned units.
8
<PAGE>
Gross profit for the quarter ended September 30, 1999 was $54.5
million, a $14.8 million or 37.4% increase from the third quarter of 1998 gross
profit of $39.6 million. This increase is primarily the result of an increase in
leasing gross profit of $7.1 million or 26.6%, an increase in new unit sales of
$1.8 million or 75.8%, an increase in delivery and installation of $2.1 million
or 51.6% and an increase in other gross profit of $3.3 million or 61.8%. The
increase in leasing gross profit is a result of the increase in leasing revenue
described above offset by a slight decrease in leasing margins from 67.6% in
1998 and 66.2% in 1999. Excluding depreciation and amortization, leasing margins
decreased to 82.8% at September 30, 1999 from 85% at September 30, 1998. The
increase in gross profit from other revenue is primarily related to the increase
in revenue noted above.
Other depreciation and amortization increased by $1.6 million to $4.1
million for the quarter ended September 30, 1999 from the same period in 1998.
Of this increase, $1.4 million relates to the amortization of goodwill and other
intangible assets recorded in connection with acquisitions. The remaining
increase relates to depreciation on increased balances of property and equipment
and inventories of steps and ramps associated with the overall growth of the
Company's branch network and fleet as discussed above.
Selling, general and administrative ("SG&A") expenses increased by $2.1
million or 14.1% from $15.2 million in the same period of 1998. 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 1998. In addition to the effect of
acquisitions on the fleet size as noted above, the Company's branch network has
expanded from 78 branches at September 30, 1998 to 83 branches at September 30,
1999. The overall increases in SG&A are due to increases in field related
expenses, primarily payroll and occupancy, incurred in connection with this
branch expansion and fleet growth.
Interest expense increased by $4.5 million or 26.9% to $21.1 million in
1999 from $16.7 million in 1998. This increase in the result of increased
borrowings to finance acquisitions and other fleet and branch growth.
NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH NINE MONTHS ENDED
SEPTEMBER 30, 1998.
Revenues for the nine months ended September 30, 1999 were $300.3
million, a $98.1 million or 48.5% increase from revenues of $202.2 million in
the same period of 1998. The increase resulted from a $44.0 million or 42.0%
increase in leasing revenue, a $19.6 million or 57% increase in new unit sales
revenue, a $19.1 million or 57.4% increase in delivery and installation revenue,
a $5.6 million or 50.6% increase in revenue from sales of used units and a $9.9
million or 52.4% increase in other revenue. The increase in leasing revenue is
attributable to a 38.6% increase in the average lease fleet to approximately
74,300 units for the nine months ended September 30, 1999 combined with an
increase of $3 in the average monthly rental rate while the average fleet
utilization remained consistent at 85%. The increase in new and used sales
revenue is primarily due to the effect of acquisitions noted above and the
overall branch expansion that the Company has experienced over the last several
years. The increase in delivery and installation revenue is attributable to the
increases in the leasing and sale revenue described above. Other revenue
increased as a result of increases in the rental of steps, ramps and furniture
and the relocation of customer-owned units.
Gross profit for the nine months ended September 30, 1999 was $151.2
million, a $48.0 million or 46.5% increase from 1998 gross profit of $103.3
million. This increase is primarily the result of an increase in leasing gross
profit of $30.3 million or 43.1%, an increase in gross profit from new sales of
$4.0 million or 68%, an increase in delivery and installation gross profit of
$5.0 million or 52.3%, an increase in gross
9
<PAGE>
profit from the sale of used units of $1.2 million or 43.5% and an increase in
the gross profit from other revenue of $7.5 million or 50.9%. The increase in
leasing gross profit is a result of the increase in leasing revenue described
above combined with a slight increase in leasing margins from 67.0% in 1998 to
67.6% in 1999. Excluding depreciation and amortization, leasing margins
decreased slightly from 85.1% in 1998 to 84.7% in 1999. The increases in gross
profit from new sales and delivery and installation are primarily due to the
increases in revenue as discussed above. The increase in gross profit from other
revenue is primarily related to the overall revenue increases noted above.
Other depreciation and amortization increased by $5.9 million to $11.8
million for the nine months ended September 30, 1999 from the same period in
1998. Of this increase, $4.1 million relates to the amortization of goodwill and
other intangible assets recorded in connection with acquisitions. The remaining
increase relates to depreciation on increased balances of property and equipment
and inventories of steps and ramps associated with the overall growth of the
Company's branch network and fleet as described above.
SG&A expenses increased by $11.6 million or 27.7% from 1998. 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 1998. In addition to the effect
of acquisitions on fleet size as noted above, the Company's branch network has
expanded from 78 branches at September 30, 1998 to 83 branches at September 30,
1999. The overall increases in SG&A are due to increases in field related
expenses, primarily payroll and occupancy, incurred in connection with this
branch expansion and fleet growth.
Interest expense increased $16.9 million or 37.4% to $61.9 million in
1999 from $45.0 million in 1998. This increase is the result of increased
borrowings to finance acquisitions and other fleet and branch growth.
LIQUIDITY AND CAPITAL RESOURCES
During the nine months ended September 30, 1999 and 1998, the Company's
principal sources of funds consisted of cash flow from operating and financing
sources. Cash flow from operating activities of $49.5 million and $40.3 million
for the nine months ended September 30, 1999 and 1998, respectively, was largely
generated by the rental of units from the Company's lease fleet and sales of new
mobile office units.
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 interest, taxes, depreciation, amortization and
non-cash compensation expense. 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 $43.0 million or 52.2% to $124.6 million for the nine months
ended September 30, 1999 compared to $82.5 million for the same period of 1998.
This increase in EBITDA is a result of increased leasing activity resulting from
the overall increases in the number of units in the fleet, stable utilization
and an increase in the average monthly rental rate, offset by increased SG&A
expenses required to support the increased activities during the nine months
ended September 30, 1999.
10
<PAGE>
Cash flow used in investing activities was $119.0 million and $365.9 million
in the nine months ended September 30, 1999 and 1998, respectively. The
Company's primary capital expenditures are for the discretionary purchase of new
units for the lease fleet and units purchased through acquisitions. 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 $69.4 million and $326.0 million in the nine months
ended September 30, 1999 and 1998, respectively, was primarily from borrowings
under the line of credit. In 1998, the Company paid dividends to its parent
company in the amount of $22.8 million primarily to effect the repayment of its
promissory note.
Effective September 15, 1999, the Company's Credit Agreement was amended
which modified its borrowing base calculation. Availability under the amended
Credit Agreement was $79.8 million at September 30, 1999. 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.
IMPACT OF THE YEAR 2000
The Company has developed a comprehensive Year 2000 Compliance Plan designed
to ensure that all of its significant or "mission critical" computer systems
will function properly with respect to dates in the year 2000 and beyond. To
date, the Company has completed all phases of its plan, including the
assessment, remediation, testing and implementation of its key business computer
applications affected by the Year 2000 issue. During the past three years, the
Company has upgraded and/or replaced certain computer hardware and software
systems that are significant to its business operations. Such systems have been
determined to be Year 2000 compliant. Modification and testing of software
applications has been completed and the software is currently operational. Many
of these system replacements/upgrades were a part of the Company's business
expansion and technology initiatives and were not undertaken in response to
Year 2000 issues. Additionally, the Company has surveyed its significant
suppliers, large customers and financial institutions to ensure that those
parties have appropriate plans to remediate Year 2000 issues where their systems
interface with the Company's systems or otherwise impact its operations. To
date, the Company is not aware of any such third party with a Year 2000 issue
that would materially impact the Company's results of operations, liquidity or
capital resources. Lastly, the Company's products and services are not directly
impacted by the Year 2000 issue as there are no computer processors or embedded
systems in our products that make use of century date logic. While the Company
believes its planning efforts are adequate to address its Year 2000 concerns,
there can be no guarantee that the systems of other companies on which the
Company's systems and operations rely will be converted on a timely basis and
will not have a material effect on the Company. However, due to the geographic
diversity of the Company's 83 branch offices and the regionalized nature of
manufacturers and other vendors servicing the branch network, the likelihood of
Year 2000 failures having a material impact on the conduct of our daily business
operations is not significant. Total costs related to Year 2000 initiatives are
insignificant to the Company's results of operations or financial position. The
Company has prepared a contingency plan for all mission critical computer
applications that could be impacted by the Year 2000 issue. The contingency plan
involves manual workarounds, use of alternate vendors and manufacturers and
adjusting staffing strategies.
11
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
10.8 First Amendment to Credit Agreement dated as of July 7,
1999 (Incorporated by reference to Exhibit 10.8 to the quarterly
report on Form 10-Q of Williams Scotsman, Inc. (Commission Act
File No: 33-68444) for the quarter ended September 30, 1999 (the
"Scotsman 1999 3Q 10-Q")).
10.9 Second Amendment to Credit Agreement dated as of September
15, 1999 (Incorporated by reference to Exhibit 10.9 to the
Scotsman 1999 3Q 10-Q)).
(b) Reports on Form 8-K.
None
12
<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.
SCOTSMAN HOLDINGS, INC.
By: /s/ Gerard E. Keefe
-------------------
Gerard E. Keefe
Senior Vice President and
Chief Financial Officer
Dated: November __, 1999
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.
<TABLE>
<CAPTION>
NAME CAPACITY DATE
---- -------- ----
<S> <C> <C>
/s/ Gerard E. Keefe Senior Vice President and November __, 1999
- ---------------------------------- Chief Financial Officer
Gerard E. Keefe
/s/ Katherine K. Giannelli Vice President and Controller November __, 1999
- ---------------------------------
Katherine K. Giannelli
</TABLE>
13
<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.
SCOTSMAN HOLDINGS, INC.
By:
----------------------------
Gerard E. Keefe
Senior Vice President and
Chief Financial Officer
Dated: November __, 1999
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.
<TABLE>
<CAPTION>
NAME CAPACITY DATE
---- -------- ----
<S> <C> <C>
Senior Vice President and November __, 1999
- ------------------------- Chief Financial Officer
Gerard E. Keefe
Vice President and Controller November__, 1999
- -------------------------
Katherine K. Giannelli
</TABLE>
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 702
<SECURITIES> 0
<RECEIVABLES> 66,752
<ALLOWANCES> 1,470
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0
0
<COMMON> 95
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<INCOME-TAX> 11,262
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</TABLE>
