ANTHONY CRANE RENTAL LP - 10-K405 - 20010321 - NOTES_TO_FINANCIAL_STATEMENT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands)
1. Description of Business
Anthony Crane Rental, L.P. (the "Partnership" or the "Company") and
subsidiaries, doing business as Maxim Crane Works ("Maxim"), are engaged in
the rental of cranes and other heavy equipment primarily for industrial repair
and maintenance activities and construction projects. Maxim serves a variety
of companies in the petrochemical, paper, steel, utility, power generation,
telecommunications, mining and multiple other industries. The Partnership
provides twenty-four hour service, seven days a week to customers principally
in the United States. The Partnership also sells new and used equipment to
commercial construction, industrial and residential users.
2. Basis of Presentation
The consolidated financial statements include the accounts of the
Partnership and all of its wholly-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.
Prior to the Recapitalization of the Partnership on July 22, 1998 (refer to
Note 3), the partners of the Partnership consisted of Anthony Crane Rental,
Inc., as general partner; and ACR Acquisitions, Inc., Anthony Crane Rental of
Georgia, Inc., Anthony Crane Rental of Texas, Inc. and Anthony Iron and Metal
Company, as limited partners (collectively referred to hereafter as the
"Predecessor Partners"). All of these entities were under common control of
Ray G. Anthony (Mr. Anthony). Effective with the Recapitalization, the
partners of the Partnership now include Anthony Crane Rental Holdings, L.P.
("Holdings"), which owns 99% (which in turn is owned 82% by the Equity
Investors (as defined in Note 3) and the Predecessor Partners, which retained
an 18% common interest in Holdings) and ACR Management L.L.C., the General
Partner holding a 1% interest in the partnership. Holdings, a former
subsidiary of the Partnership, has no current operations other than through
the Partnership.
Partnership Agreement
The term of the Partnership, which was amended and restated July 22, 1998,
expires December 31, 2080; however, dissolution will occur earlier in the
event of the sale of substantially all of the Partnership's assets or a
disabling event as described in the Partnership Agreement. Partners may not
sell, assign, transfer or convey all or any portion of their interest in the
Partnership without the consent of the general partner, or as specifically
defined in the Partnership Agreement.
3. Recapitalization
On June 1, 1998, the Partnership entered into a recapitalization agreement
with Bain/ACR, L.L.C. (Bain), pursuant to which Bain and certain members of
senior management of the Partnership (collectively the "Equity Investors")
indirectly acquired through Holdings an 82% ownership interest in the
Partnership (the "Recapitalization"). Effective July 22, 1998, the
Recapitalization was consummated and the Partnership incurred new debt
obligations, repaid its outstanding Senior Notes and Credit Agreement
obligations (refer to Note 6), restructured certain of its outstanding
Partnership interests and distributed approximately $122.3 million in cash and
property with a net book value of approximately $3.6 million to the
Predecessor Partners. In connection with the repayment of its outstanding debt
obligations, the Partnership incurred approximately $15.1 million in
prepayment penalties and wrote-off deferred financing costs of approximately
$0.8 million which have been reflected as an extraordinary item in the
consolidated statement of operations for the year ended December 31, 1998.
The Recapitalization was funded by: (i) a notes offering by the Company with
gross proceeds of $155 million, (ii) a discount debentures offering by
Holdings with proceeds of $25 million, (iii) a $33.6 million contribution to
Holdings by the Equity Investors, (iv) $125 million of borrowings by the
Company under a
21
ANTHONY CRANE RENTAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In Thousands)
revolving credit facility of a new senior credit facility and (v) $50 million
of borrowings by the Company under the term loan facility of a new senior
credit facility. In addition, as part of the Recapitalization considerations,
Holdings distributed $22.5 million of Class A Preferred Units to the
Predecessor Partners.
The Recapitalization Agreement provided for an adjustment of the
distribution made to the Predecessor Partners based on consolidated net worth
(as defined in the Recapitalization Agreement), as of the closing date.
Pursuant to this Agreement, on April 29, 1999, the Predecessor Partners were
paid $1.3 million, representing an adjustment to the distribution amount paid
in connection with the Recapitalization, and $3.8 million of proceeds escrowed
in connection with the Recapitalization were released to the Predecessor
Partners.
4. Summary of Significant Accounting Policies
Cash and Cash Equivalents
For purposes of the consolidated statements of cash flows, the Partnership
considers all highly liquid investments purchased with original maturities of
90 days or less to be cash equivalents.
Book Overdraft
Book overdraft represents outstanding checks in excess of related bank
balances.
Investment Securities
Investment securities, included in other assets, are classified as available
for sale and are recorded at the aggregate fair market value determined at the
consolidated balance sheet dates. Gross unrealized investment gains/losses are
included as a separate component of partners' capital (deficit) in accumulated
other comprehensive income.
Rental Equipment and Property and Equipment
Rental equipment and property and equipment are stated at cost less
accumulated depreciation.
Major renewals and improvements are charged to the property and equipment
accounts, while replacements, maintenance and repairs which do not improve the
asset or extend the useful lives of the respective assets are expensed. Upon
disposition or retirement of property and equipment, the cost and the related
accumulated depreciation are removed from the accounts and any gain or loss is
recorded in results of operations. Depreciation of rental equipment and
property and equipment is computed using the straight-line method based on the
estimated useful lives of the assets and an estimated salvage value for
certain rental equipment ranging from 15% to 35%.
The useful lives of rental equipment and property and equipment are as
follows:
Life
in Years
--------
Rental equipment:
Cranes, lifts and other heavy equipment........................... 8-12.5
Property and equipment:
Buildings and improvements........................................ 5-30
Motor vehicles and trailers....................................... 3-8
Machinery and tools............................................... 3-8
Furniture, fixtures and office equipment.......................... 5-10
22
ANTHONY CRANE RENTAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In Thousands)
Intangible Assets
Intangible assets consist of noncompetition agreements, customer lists,
trade names and unidentifiable goodwill related to various business
acquisitions. These assets are being amortized using the straight-line method
over periods ranging from 2 to 20 years.
Impairment of Long-Lived Assets
The Partnership periodically reviews the carrying value of long-lived assets
which include rental equipment, property and equipment and intangible assets
and will recognize impairments whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable.
Revenue Recognition
The Partnership rents equipment to commercial, industrial and government
customers by the day, month and longer terms. Revenue from equipment rentals
is recognized over the corresponding rental period. In addition, the
Partnership generates revenue from equipment sales. Revenue from the sale of
equipment is recognized when title, ownership and risk of loss pass to the
customer.
Income Taxes
The partners included in the accompanying consolidated financial statements
have elected to be treated as either an S-corporation or a partnership for
federal income tax purposes.
Similar elections are made, where possible, for state income tax purposes.
Accordingly, all federal and certain state (except for Texas) corporate income
tax liabilities are borne by the partners and, thus, are not reflected in the
accompanying consolidated financial statements.
Deferred income tax assets and liabilities are provided for Texas corporate
state income tax purposes for the temporary differences between the tax basis
of assets and liabilities and the financial reporting basis using enacted tax
rates in effect in the years in which these differences are expected to
reverse. These differences principally relate to depreciation and the
reporting for certain revenues and expenses. The Company has recorded a net
deferred tax liability in other non-current liabilities of $1.7 million and
$1.5 million at December 31, 2000 and 1999, respectively.
Concentration of Credit Risk
Financial instruments which potentially subject the Partnership to
significant concentrations of credit risk consist primarily of cash, cash
equivalents and trade accounts receivable. Concentrations of credit risk with
respect to trade accounts receivable are limited due to the large number of
entities comprising the Partnership's customer base and their geographic
dispersion. The Partnership generally does not require collateral on trade
accounts receivable. As of December 31, 2000 and 1999, the Partnership had no
significant concentrations of credit risk.
The Partnership maintains cash and cash equivalents with a limited number of
financial institutions located throughout the country in order to limit
exposure. No collateral or other security is provided on these deposits, other
than that provided by the Federal Deposit Insurance Corporation. The
Partnership's periodic evaluations of the relative credit standing of these
financial institutions are considered in the Partnership's business strategy.
23
ANTHONY CRANE RENTAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In Thousands)
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements. Estimates also affect the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Recent Accounting Pronouncements
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements." SAB No. 101 provides guidance on the recognition, presentation
and disclosure of revenue in financial statements. SAB No. 101 outlines basic
criteria that must be met to recognize revenue and provides guidance for
disclosure related to revenue recognition policies. The provisions of SAB No.
101 did not require the Company to change its revenue recognition policy.
Therefore, the adoption of the provisions of SAB No. 101 had no impact on the
Company's consolidated financial statements.
5. Property and Equipment
Property and equipment consist of the following as of December 31:
2000 1999
-------- --------
Land..................................................... $ 11,327 $ 10,048
Buildings and improvements............................... 19,880 19,897
Motor vehicles and trailers.............................. 45,078 43,768
Machinery and tools...................................... 2,546 4,694
Furniture, fixtures and office equipment................. 3,802 4,091
Spare equipment parts.................................... 16,575 10,359
-------- --------
99,208 92,857
Less accumulated depreciation and amortization........... (28,165) (23,543)
-------- --------
$71,043 $ 69,314
======== ========
Depreciation expense for rental equipment and property and equipment was
approximately $53,115, $39,982, and $26,206 in 2000, 1999 and 1998,
respectively.
6. Long-Term Debt
Long-term debt consists of the following as of December 31:
2000 1999
-------- --------
10 3/8% Company Senior Notes, due 2008 (A)................ $155,000 $155,000
Senior Credit Facility of the Company (B)
Revolving Credit Facility............................... 280,500 221,000
Term Loan............................................... 50,000 50,000
First Priority Term Loan................................ 246,250 249,375
-------- --------
731,750 675,375
Less current portion of long-term debt.................... 2,500 2,500
-------- --------
$729,250 $672,875
======== ========
(A) The Senior Notes of $155 million were issued in connection with the
Recapitalization (refer to Note 3) 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.
24
ANTHONY CRANE RENTAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In Thousands)
The Senior Notes are not redeemable prior to August 1, 2003. Thereafter,
the Senior Notes may be redeemed at any time at the option of the Company
at premium percentages ranging between approximately 105% and 102% (based
on the year of redemption) if redeemed after August 1, 2003, but before
August 1, 2006. Subsequent to August 1, 2006, the Senior Notes may be
redeemed at no premium to the Company. Notwithstanding the foregoing, at
any time prior to August 1, 2001, the Company may on any one or more
occasions redeem a total of up to 35% of the aggregate principal amount of
the Senior Notes originally issued under the Senior Note Indenture at a
redemption price of approximately 110 3/8% of the principal if that
redemption is paid for with the proceeds of an equity offering.
The Senior Note Indenture contains certain restrictive covenants that
limit, among other things, the ability of the Company to make
distributions, incur additional indebtedness, consolidate or sell
substantially all of its assets, and enter into transactions with related
parties.
(B) The Senior Credit Facilities, as amended in conjunction with the Carlisle
acquisition, consist of a $425.0 million six-year non-amortizing
Revolving Credit Facility, a $50.0 million eight-year non-amortizing Term
Loan and a $250.0 million seven-year First Priority Term Loan. The
Revolving Credit Facility is available on a revolving basis subject to a
borrowing base during the period commencing on the date of the
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 ("LIBOR") 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 LIBOR 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 LIBOR plus a margin of 3.25%, subject to adjustment based on a
leverage test.
Revolving loans may be borrowed, repaid and reborrowed from time to time
until six years after the closing of the Senior Credit Facilities. The Term
Loan may be repaid at any time but is subject to certain call protections
and must be repaid in full eight years after the closing of the Senior
Credit Facilities. The First Priority Term Loans will be amortized in an
annual amount equal to 1% of the aggregate principal amount thereof with
the unpaid balance thereof payable in full on July 20, 2006.
The Revolving Credit Facility and First Priority Term Loans are secured by
a first-priority perfected lien, and the Term Loan is secured by a second-
priority perfected lien, on all partnership interests of the Company and
all property and assets (tangible and intangible) of the Company and each
of its material subsidiaries, including, without limitation, all
intercompany indebtedness, and all capital stock (or similar equity
interests owned by the Company) of each of the Company's direct and
indirect material subsidiaries, whenever acquired and wherever located;
provided, however, that no more than 65% of the capital stock or similar
equity interests of non-U.S. subsidiaries, if any, will be required to be
pledged as security in the event that a pledge of a greater percentage
would result in increased tax or similar liabilities for the Company and
its subsidiaries on a consolidated basis or would violate applicable law.
The Senior Credit Facilities provide for mandatory repayments, subject to
certain exceptions, of the Revolving Credit Facility and the Term Loan
based on certain net asset sales outside the ordinary course of business of
the Company and its subsidiaries and the net proceeds of certain debt and
equity issuances. Outstanding loans under the Revolving Credit Facility and
the Term Loan ( subject to certain call provisions) are voluntarily pre-
payable without penalty; provided, however, that LIBOR breakage costs, if
25
ANTHONY CRANE RENTAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In Thousands)
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 maturities of long-term debt for the next five years
are as follows:
On December 15, 2000, the Company acquired substantially all of the assets
of Carolina Cranes, Inc. ("CCI"). The aggregate purchase price was $12.6
million in cash, subject to certain post closing purchase price adjustments.
On November 7, 2000, the Company acquired substantially all of the assets of
Linder Crane, Inc. ("Linder"). The aggregate purchase price was $3.6 million
in cash, subject to certain post closing purchase price adjustments.
On June 30, 2000, the Company acquired substantially all of the assets and
assumed certain liabilities of R.E. Coulter Crane, Inc. ("Coulter"). The
aggregate purchase price at closing was approximately $9.4 million in cash
plus assumed liabilities of $.1 million, subject to certain post-closing
purchase price adjustments.
On March 15, 2000, the Company acquired substantially all of the assets of
King's Crane Service, Inc. ("King Crane"). The aggregate purchase price was
$4.6 million in cash, subject to certain post-closing purchase price
adjustments.
On January 27, 2000, the Company acquired all of the outstanding common
stock of Sacramento Valley Crane Service, Inc. ("Sacramento Valley Crane").
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.
These acquisitions, which were principally financed through borrowings under
the Company's Senior Credit Facilities, were accounted for under the purchase
method of accounting and, accordingly, the purchase price has been allocated
to the assets acquired, principally consisting of rental equipment based on
their estimated fair values. Goodwill in the amounts of $2.5 million (CCI),
$0.1 million (Linder), $3.1 million (Coulter), $1.0 million (King Crane), and
$1.6 million (Sacramento Valley Crane), respectively, was recorded as a result
of the acquisitions and is being amortized over a period of 15 years.
Certain required pro forma financial information related to the acquisitions
have not been presented since the acquisitions were not material, either
individually or in the aggregate, to the Company's consolidated financial
position or its consolidated results of operations.
26
ANTHONY CRANE RENTAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In Thousands)
On July 1, 1999, the Company acquired substantially all of the assets and
assumed substantially all of the liabilities and obligations relating to the
operations of the businesses of Carlisle Construction Co., Inc., and its
subsidiaries (Carlisle). The acquisition was accounted for as a purchase and,
accordingly, Carlisle's results of operations are included in the consolidated
financial statements since the date of acquisition. The purchase price at
closing was approximately $177.5 million, consisting of (1) $20.0 million of
Class B preferred units of Holdings; (2) the retirement of $71.6 million of
Carlisle debt including prepayment penalties and certain other expenses of $3
million; and (3) $85.9 million in cash. The cash payment and the retirement of
the Carlisle debt were funded through borrowings under the Company's Senior
Credit Facilities. The purchase price has been allocated to Carlisle's assets
and liabilities based upon their respective fair market values. The excess of
the purchase price over the fair value of assets acquired approximated $76.7
million. The Company used an independent valuation of the intangible assets,
which identified the Carlisle trade name and customer lists as the majority of
identifiable goodwill resulting from the purchase. The intangible assets are
being amortized over ten to twenty years.
On June 4, 1999, the Company acquired substantially all of the assets and
assumed certain liabilities and obligations of Dunn Equipment, Inc., Texas
Matt & Rigging, Inc., J. Dunn and J. Dunn, Inc., Houston Industrial Services,
Inc., and D & D Leasing, Inc. (collectively the "Dunn Companies"). The
purchase price at closing was approximately $30.6 million in cash, which was
financed through borrowings under the Company's Senior Credit Facilities. The
acquisition was accounted for under the purchase method of accounting and,
accordingly the purchase price has been allocated to the assets acquired,
principally consisting of rental equipment, based on their estimated fair
values at the date of acquisition. Goodwill in the amount of $3.4 million was
recorded as a result of the acquisition and is being amortized over ten years.
The unaudited pro forma combined historical results, as if Carlisle and the
Dunn Companies had been acquired at the beginning of the years ended December
31, 1999 and 1998, respectively, are estimated to be:
Pro Forma Year Ended
-------------------------
December 31, December 31,
1999 1998
------------ ------------
(Dollars in thousands)
Total revenues..................................... $356,911 $319,618
Net loss........................................... $(10,988) $(10,207)
The unaudited pro forma consolidated results are not necessarily indicative
of results that would have occurred had the acquisitions been in effect for
the periods presented, nor are they necessarily indicative of future
consolidated results.
On March 31, 1999, the Company acquired all of the outstanding common stock
of Husky Crane, Inc. (Husky Crane) and certain assets of Paradise Equipment
Company, a limited partnership in which the 100% stockholder of Husky Crane is
the majority partner, as well as certain other assets owned personally by this
stockholder. The purchase price for the acquisition at closing was
approximately $8.5 million in cash with an additional payment of $.5 million
payable to the seller contingent upon the satisfaction of certain defined
criteria. Management believes that it is probable that the seller will satisfy
the defined criteria and accordingly, the Company has included the $.5 million
payable to the seller as part of the purchase price. 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 rental equipment, based on their estimated fair values at the
date of acquisition. Goodwill in the amount of $1.3 million was recorded as a
result of the acquisition and is being amortized over 5 years.
27
ANTHONY CRANE RENTAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In Thousands)
On December 1, 1999, the Company acquired substantially all of the assets
and assumed substantially al of the liabilities and obligations relating to
the operations of Capitol Crane Rental, Inc. ("Capitol"). The purchase price
at closing was approximately $3.5 million in cash, which was financed through
borrowings under the Company's Senior Credit Facilities. The acquisition was
accounted for under the purchase method of accounting and accordingly, the
purchase price has been allocated to the assets acquired, principally
consisting of rental equipment, based on their fair values at the date of
acquisition. Goodwill in the amount of $.4 million was recorded as a result of
the acquisition and is being amortized over 15 years.
Certain required pro forma financial information related to the Husky Crane
and Capitol acquisitions have not been presented since the acquisitions were
not material, either individually or in the aggregate, to the Partnership's
consolidated financial position or its consolidated results of operations.
8. Equity Investment in Joint Venture
On February 29, 2000, the Company entered into an agreement with Van
Seumeren, USA, to form a joint venture, A.V.S. Services, L.L.C., ("AVS") to
engage in heavy lift services. Under the terms of the agreement, each partner
in the joint venture shares equally in the profit or loss of the joint
venture.
During 2000, the Company contributed assets to AVS with a net book value of
$13.8 million. Additionally, the Company recorded equity income of $0.3
million and received a dividend from AVS of $9.0 million. The Company's
investment in AVS has been accounted for using the equity method.
The following table summarizes AVS's financial position and results of
operations as of and for the year ended December 31, 2000:
Financial Position
------------------
Total assets...................................................... $36,114
=======
Total liabilities................................................. $28,418
=======
Total partners' capital........................................... $ 7,696
=======
Results of Operations
---------------------
Revenue........................................................... $ 8,290
Expenses.......................................................... 7,594
-------
Net income........................................................ $ 696
=======
At December 31, 2000, the Company's investment exceeded its ownership in the
underlying equity in the net assets of AVS by $1.3 million. This excess is the
result of the carrying value of the assets contributed being greater than the
values assigned to these assets by the partners of the joint venture. The
Company has determined that the assets are not impaired. Accordingly, the
excess is being amortized against equity income on a straight-line basis over
15 years, the expected useful lives of the contributed assets.
28
ANTHONY CRANE RENTAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In Thousands)
9. Lease Commitments
The Partnership leases various pieces of property and equipment under long-
term operating lease agreements with third parties.
The approximate future minimum lease payments under these agreements are as
follows:
Year ending December 31:
2001................................................................ $5,396
2002................................................................ 5,396
2003................................................................ 4,718
2004................................................................ 1,157
2005................................................................ 1,148
Total rental expense for all leases exclusive of related party leases
discussed in Note 10 approximated $4,868, $4,267, and $4,950 in 2000, 1999 and
1998, respectively.
In connection with the acquisition of Sacramento Valley Crane in 2000, (see
Note 7), and the Carlisle acquisition completed in 1999, the Company assumed
certain lease obligations.
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 December 31, 2000:
Year ending December 31:
2001............................................................... $ 949
2002............................................................... 823
2003............................................................... 785
2004............................................................... 892
2005............................................................... 240
Thereafter......................................................... 1,125
------
Total minimum lease payments......................................... 4,814
Less amount representing interest.................................... 918
------
Present value of minimum lease payments.............................. 3,896
Less current portion................................................. 679
------
$3,217
======
Included in rental equipment is cost and accumulated depreciation for these
leased assets of approximately $4,266 and $455, respectively, at December 31,
2000 and $1,716 and $455, respectively, at December 31, 1999.
10. Related Party Transactions
The Partnership periodically rents and sells equipment to affiliated
companies. Rental revenues from such transactions totaled $3,379, $293 and
$498 in 2000, 1999 and 1998, respectively, and gross proceeds from equipment
sales totaled $325 and $670 in 1999 and 1998, respectively. There were no such
equipment sales in 2000. In addition, the Partnership rents equipment,
utilizes personnel and purchases equipment from affiliated companies. Expenses
from such transactions totaled $1,796, $91, and $351 in 2000, 1999, and 1998,
respectively, and purchases of equipment totaled $79 in 1998. There were no
such purchases of equipment in 2000 or 1999. In addition, the Partnership also
reimbursed Mr. Anthony for the Partnership's use of his personal airplanes.
Such
29
ANTHONY CRANE RENTAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In Thousands)
reimbursement totaled $282 and $234 in 1999 and 1998. There were no such
reimbursements made to Mr. Anthony in 2000.
Amounts due from these affiliated companies totaled $1,114 and $615 at
December 31, 2000 and 1999 and are included in trade accounts receivable.
In connection with the Carlisle acquisition in 1999 and the Amendment of the
Company's Senior Credit Facilities to finance the acquisition, the Company
paid Bain Capital transaction fees aggregating $4.2 million.
In connection with funding an executive's purchase of equity, the Company
has recorded a liability due to Bain with a corresponding partners' receivable
included in the partners' capital (deficit) section of the accompanying
consolidated balance sheets.
In connection with a management service agreement entered into with Bain,
which provides for an annual fee of $1.0 million plus expenses, the
Partnership paid approximately $1,080, $1,083 and $463 in fees and expenses to
Bain Capital in 2000, 1999 and 1998, respectively.
The Partnership leases certain property from a partner under long-term
operating lease arrangements as presented below:
At December 31, 1998, the Partnership had a receivable due from Mr. Anthony
totaling $3,950. During 1999, the receivable was treated as a distribution to
Mr. Anthony.
11. Employee Benefit Plans
The Partnership has a profit-sharing defined contribution pension plan
covering all non-union employees for all affiliated companies except Carlisle.
The contribution to the plan is an amount determined by the Partnership and
was one percent of the eligible participant's compensation for 1999 and 1998.
No contribution was made in 2000.
The plan also includes a 401(k) savings plan feature that enables employees
to make voluntary salary reduction contributions up to 15% of eligible
compensation to the plan. The Partnership matched fifty percent of the
contributions, up to six percent of the participant's compensation. In
September 2000, the Plan was amended to provide for a match of 100% of
employee contributions, up to three percent of the participant's compensation,
plus 50% of contributions up to five percent of the participant's
compensation.
30
ANTHONY CRANE RENTAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In Thousands)
The Partnership also had a 401(k) plan for all eligible employees of
Carlisle. The 401(k) savings plan feature enabled Carlisle employees to make
voluntary salary reduction contributions. The Partnership matched 100% of
employee contributions, up to three percent of the participant's compensation.
The Partnership could also make discretionary contributions to the plan as
determined by the Board of Directors. In September 2000, the plan was merged
into the Partnership's profit-sharing defined contribution pension plan.
The Partnership's total expense for the profit-sharing and 401(k) savings
plans was approximately $887, $816, and $680 in 2000, 1999 and 1998,
respectively.
Union employees of the Partnership are covered by various union-sponsored,
collectively bargained, benefit plans. The Partnership's contributions to
these multi-employer plans are based on specified amounts per hours worked by
the covered union employees. One such plan is underfunded and the unfunded
amount is being funded through ongoing contributions by all sponsoring
companies. Under certain circumstances, the Partnership may have to accelerate
such funding. Union employees receive union-sponsored benefits, such as
pension benefits, health and welfare benefits, annuity benefits, industry
advancement and apprentice training. The total cost of these union benefits
approximated $16,804, $11,547 and $6,877 in 2000, 1999 and 1998, respectively.
The Partnership also had a deferred compensation plan for certain eligible
employees and members of the board of advisors. The participants were credited
with one percent of after-tax income annually and vested in annual
contributions if employed at year-end. The Partnership had purchased insurance
contracts to satisfy all future liabilities relating to the Plan. The
Partnership's expense for the deferred compensation plan for 1998 was
approximately $631. This deferred compensation plan was terminated upon
completion of the Recapitalization (refer to Note 3).
12. Contingencies
The Company was the defendant in a lawsuit resulting from negotiations in
connection with a then proposed acquisition in which the potential seller was
seeking contractual damages in excess of $11 million plus other consequential
damages for breach of contract and the confidentiality provisions in a letter
of intent executed between the parties. In December 2000, the Company settled
the lawsuit through the completion of the proposed acquisition.
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.
There can be no assurance that an adverse outcome in one or more of these
matters will not be material to results of operations in any one period.
Additionally, certain of these matters are covered by the indemnity from the
Predecessor Partners.
31
ANTHONY CRANE RENTAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In Thousands)
13. Disclosures about the Fair Value of Financial Instruments
The carrying values and fair values of the Company's financial instruments
at December 31 consisted of:
2000 1999
---------------- -----------------
Carrying Fair Carrying Fair
Value Value Value Value
-------- ------- -------- --------
Cash and cash equivalents................... $ 13,135 $13,135 $ 8,980 $ 8,980
Trade accounts receivable................... 72,317 72,317 56,910 56,910
Book overdraft.............................. -- -- 4,250 4,250
Accounts payable-trade...................... 23,304 23,304 17,344 17,344
Long-term debt, including current portion... 731,750 636,611 675,375 632,381
Capital lease obligations................... 3,896 3,896 1,583 1,583
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:
Cash and cash equivalents: The carrying amounts approximate fair value
because of the short maturity of these investments.
Trade accounts receivable, accounts payable-trade and book overdraft: The
fair value of trade accounts receivable, accounts payable-trade and the book
overdraft is based on anticipated cash flows and approximates carrying value.
Long-term debt and capital lease obligations: The fair value of long-term
debt and capital lease obligations is based on interest rates that are
currently available to the Company for issuance of debt with similar terms and
remaining maturities.
14. Subsidiary Guarantors
All of the Company's subsidiaries are wholly owned and all of the
outstanding debt under the Company's Senior Notes and amended 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, results of
operations and cash flows for the Company and Guarantor Subsidiaries as of
December 31, 2000 and 1999 and for each of the three years in the period ended
December 31, 2000. Separate financial statements of the Guarantor Subsidiaries
have not been presented because management believes they are not material to
investors.
Effective December 31, 2000, Carlisle Equipment Group, L.P., and Carlisle
GP, L.L.C., (collectively referred to as "Carlisle"), a wholly-owned
subsidiary of the Company, entered into a Deed of Distribution and Assumption
of Liabilities, distributing all of its assets to the Company. Accordingly,
Carlisle will no longer be a separate subsidiary of the Company.
32
ANTHONY CRANE RENTAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In Thousands)
The following table summarizes the financial position, results of operations
and cash flows for the Company and its guarantor subsidiaries as of and for the
year ended December 31, 2000:
December 31, 2000
-----------------------------------------------------------
Other
Operating Guarantor Intercompany
Company Carlisle Subsidiaries Eliminations Consolidated
--------- -------- ------------ ------------ ------------
BALANCE SHEET
Assets:
Total current assets.... $ 93,171 $ -- $ 4,843 $ (2,932) $ 95,082
Investment in
subsidiaries........... 17,026 -- -- (17,026) --
Rental equipment, net... 496,121 -- 15,020 -- 511,141
Property and equipment,
net.................... 70,049 -- 994 -- 71,043
Other assets............ 113,153 -- 23 -- 113,176
-------- -------- ------- -------- ---------
Total assets.......... $789,520 $ -- $20,880 $(19,958) $ 790,442
======== ======== ======= ======== =========
Liabilities and
partners' capital
(deficit):
Total current
liabilities............ $ 56,465 $ -- $ 3,854 $ (2,932) $ 57,387
Long term debt, less
current portion........ 729,250 -- -- -- 729,250
Other non-current
liabilities............ 8,009 -- -- -- 8,009
-------- -------- ------- -------- ---------
Total liabilities..... 793,724 -- 3,854 (2,932) 794,646
Partners' capital
(deficit).............. (4,204) -- 17,026 (17,026) (4,204)
-------- -------- ------- -------- ---------
Total liabilities and
partners' capital
(deficit)............ $789,520 $ -- $20,880 $(19,958) $ 790,442
======== ======== ======= ======== =========
STATEMENT OF OPERATIONS
Total revenues.......... $278,869 $116,507 $16,350 $ (8,117) $ 403,609
-------- -------- ------- -------- ---------
Total cost of revenues.. 182,659 79,780 7,642 (8,117) 261,964
Selling, general and
administrative......... 61,704 18,102 1,722 -- 81,528
-------- -------- ------- -------- ---------
Income from operations.. 34,506 18,625 6,986 -- 60,117
Interest expense and
other income net....... 50,596 23,119 2,316 -- 76,031
-------- -------- ------- -------- ---------
Income (loss) before
taxes.................. (16,090) (4,494) 4,670 -- (15,914)
Provision for state
taxes.................. 200 -- -- -- 200
-------- -------- ------- -------- ---------
Net income (loss)....... $(16,290) $ (4,494) $ 4,670 $ -- $ (16,114)
======== ======== ======= ======== =========
STATEMENT OF CASH FLOWS
Net cash provided by
operating activities... $ 26,257 $ 24,206 $ 4,365 $ -- $ 54,828
-------- -------- ------- -------- ---------
Net cash used in
investing activities... $(71,719) $(27,063) $(3,175) $ -- $(101,957)
-------- -------- ------- -------- ---------
Net cash provided by
financing activities... $ 51,224 $ 60 $ -- $ -- $ 51,284
-------- -------- ------- -------- ---------
33
ANTHONY CRANE RENTAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In Thousands)
The following table summarizes the financial position, results of operations
and cash flows for the Company and its guarantor subsidiaries for the year
ended December 31, 1999:
Operating Guarantor
Company Carlisle Subsidiaries Eliminations Consolidated
--------- -------- ------------ ------------ ------------
BALANCE SHEETS
Assets:
Total current assets.... $ 53,399 $ 20,000 $ 1,188 $ (4,558) $ 70,029
Investment in
subsidiaries........... 34,776 -- -- (34,776) --
Rental equipment, net... 386,898 94,993 9,533 -- 491,424
Property and equipment,
net.................... 58,619 8,937 1,758 -- 69,314
Other assets............ 210,448 74,002 69 (173,276) 111,243
--------- -------- ------- --------- ---------
Total assets.......... $ 744,140 $197,932 $12,548 $(212,610) $ 742,010
========= ======== ======= ========= =========
Liabilities and
partners' capital:
Total current
liabilities............ $ 56,375 $ 1,359 $ 193 $ (4,558) $ 53,369
Long term debt, less
current portion........ 672,875 173,276 -- (173,276) 672,875
Other non-current
liabilities............ 3,190 876 -- (177) 3,889
--------- -------- ------- --------- ---------
Total liabilities..... 732,440 175,511 193 (178,011) 730,133
Partners' capital
(deficit).............. 11,700 22,421 12,355 (34,599) 11,877
--------- -------- ------- --------- ---------
Total liabilities and
partners' capital
(deficit)............ $ 744,140 $197,932 $12,548 $(212,610) $ 742,010
========= ======== ======= ========= =========
STATEMENT OF OPERATIONS
Total revenues.......... $ 236,710 $ 54,823 $10,730 $ (3,149) $ 299,114
--------- -------- ------- --------- ---------
Total cost of revenues.. 164,239 35,611 5,038 (3,149) 201,739
Selling, general and
administrative......... 48,347 8,875 949 -- 58,171
--------- -------- ------- --------- ---------
Income from operations.. 24,124 10,337 4,743 -- 39,204
Interest expense and
other income net....... 41,655 7,918 1,458 -- 51,031
--------- -------- ------- --------- ---------
Income (loss) before
taxes and extraordinary
items.................. (17,531) 2,419 3,285 -- (11,827)
Provision for state
taxes.................. 301 -- -- -- 301
--------- -------- ------- --------- ---------
Net income (loss)....... $ (17,832) $ 2,419 $ 3,285 $ -- $ (12,128)
========= ======== ======= ========= =========
STATEMENT OF CASH FLOWS
Net cash provided by
operating activities... $ 16,693 $ 8,885 $ 3,116 $ (1,579) $ 27,115
--------- -------- ------- --------- ---------
Net cash used in
investing activities... $(313,749) $ (7,896) $(3,474) $ 1,579 $(323,540)
--------- -------- ------- --------- ---------
Net cash provided by
financing activities... $ 299,809 $ (37) $ -- $ -- $ 299,772
--------- -------- ------- --------- ---------
34
ANTHONY CRANE RENTAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In Thousands)
The following table summarizes results of operations and cash flows for the
Company and its guarantor subsidiaries for the year ended December 31, 1998:
December 31, 1998
-------------------------------------------------
Operating Guarantor Intercompany
Company Subsidiaries Eliminations Consolidated
--------- ------------ ------------ ------------
STATEMENTS OF OPERATIONS
Total revenues.............. $195,713 $10,946 $ -- $206,659
-------- ------- ------ --------
Total cost of revenues...... 124,853 4,696 -- 129,549
Selling, general and
administrative............. 38,632 1,902 -- 40,534
-------- ------- ------ --------
Income from operations...... 32,228 4,348 -- 36,576
Interest expense and other
(income) expense, net...... 25,160 897 -- 26,057
-------- ------- ------ --------
Income (loss) before taxes
and extraordinary items.... 7,068 3,451 -- 10,519
Provision for state taxes... 220 -- -- 220
-------- ------- ------ --------
Income (loss) before
extraordinary items........ 6,848 3,451 -- 10,299
Extraordinary items......... 15,811 -- -- 15,811
-------- ------- ------ --------
Net income (loss)........... $ (8,963) $ 3,451 $ -- $ (5,512)
======== ======= ====== ========
STATEMENT OF CASH FLOWS
Net cash provided by
operating activities....... $ 29,672 $ 5,461 $ -- $ 35,133
-------- ------- ------ --------
Net cash used in investing
activities................. $(79,367) $(5,722) $ -- $(85,089)
-------- ------- ------ --------
Net cash provided by
finacing activities........ $ 51,214 $ -- $ -- $ 51,214
-------- ------- ------ --------
15. Operating Segment Information
The Company identifies and manages its business as two operating segments,
equipment rentals and equipment sales.
The equipment rentals segment is engaged in the rental of cranes and other
heavy equipment primarily for industrial maintenance and construction to a
variety of companies in the petrochemical, power generation,
telecommunications, paper, steel, utility, power generation,
telecommunications, 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 described in
the "Summary of Significant Accounting Policies". The Company and the chief
operating decision maker 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 SFAS No. 131 are
not applicable. Additionally, the Company has not disclosed 1998 segment data
on a comparative basis, because management found it impracticable to obtain
the information for 1998.
35
ANTHONY CRANE RENTAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In Thousands)
The table below presents information about reported segments for the years
ended December 31:
Supplemental cash flow information was as follows for the years ended
December 31:
2000 1999 1998
------- -------- ------
Detail of Acquisitions:
Fair value of assets acquired, net of cash
acquired.......................................... $43,362 $218,825 $2,936
Fair value of liabilities assumed.................. (6,495) (17,862) --
Note payable to Seller............................. -- (500) --
------- -------- ------
Cash paid for acquisitions......................... $36,867 $200,463 $2,936
======= ======== ======
17. Supplementary Financial Data (Unaudited)
The following table presents unaudited quarterly operating results for each
of the Company's last eight quarters as well as the percentage of the Company's
total revenues represented by each item. This information has been prepared by
the Company on a basis consistent with the Company's audited consolidated
financial statements and includes all adjustments (consisting only of normal
recurring adjustments) that management considers necessary for a fair
presentation of the data. These quarterly results are not necessarily
indicative of future results of operations.
Quarter Ended
-------------------------------------------------------------------
March 31 June 30 September 30 December 31
-------------- -------------- --------------- ---------------
1999
Total revenues.......... $48,902 100.0% $61,373 100.0% $ 94,294 100.0% $ 94,545 100.0%
Gross profit............ 17,386 35.6% 20,532 33.4% 30,858 32.7% 28,599 30.2%
Loss before income
taxes.................. (1,060) (2.2%) (562) (0.9%) (2,465) (2.6%) (7,740) (8.2%)
Net loss................ (1,161) (2.4%) (562) (0.9%) (2,465) (2.6%) (7,940) (8.4%)
2000
Total revenues.......... $97,585 100.0% $99,163 100.0% $100,070 100.0% $106,791 100.0%
Gross profit............ 32,499 33.3% 36,080 36.4% 37,993 38.0% 35,073 32.8%
Loss before income
taxes.................. (4,270) (4.4%) (1,799) (1.8%) (269) (0.3%) (9,576) (9.0%)
Net loss................ (4,370) (4.5%) (1,899) (1.9%) (269) (0.3%) (9,576) (9.0%)
36
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
PART III
ITEM 10. Directors and Executive Officers of the Registrant
The executive officers of the Company serve at the discretion of ACR
Management, L.L.C., a Delaware limited liability company and the general
partner of Holdings and the Company (the "General Partner"), acting through
its board of managers (the "GP Board"). Neither Holdings nor the Company has a
board of managers or similar body. The following table sets forth information
concerning executive officers of the Company and the members of the GP Board
(those executive officers indicated by a "*" following their name are
executive officers of Holdings):
Name Age Position
---- --- --------
Jeffrey J. Fenton*...... 43 Member of the GP Board and Chief Executive Officer
David W. Mahokey*....... 42 Member of the GP Board and Chief Operating Officer
William F. Fabrizio*.... 53 Chief Financial Officer
James M. Mullaney....... 49 Vice President--Sales and Marketing
Andrew D. Peters........ 46 Vice President--Administration
Anthony Razzano......... 44 Vice President--Asset Management
Albert C. Bove.......... 53 Vice President--West and Central Regions
Joseph M. Connelly...... 53 Vice President--Northeast Region
Ray Graham.............. 51 Vice President--Southeast Region
Bryan Carlisle.......... 36 Vice President--Midwest Region
Arthur J. Innamorato*... 46 Vice President of Corporate Development and General Counsel
Ray G. Anthony.......... 62 Member of the GP Board
Paul Edgerley........... 45 Member of the GP Board
Robert C. Gay........... 48 Member of the GP Board
Joseph P. Pretlow....... 33 Member of the GP Board
Brian S. Murphy......... 37 Member of the GP Board
James E. Haas........... 64 Member of the GP Board
Wayne Carlisle.......... 59 Member of the GP Board
Jeffrey J. Fenton joined the Company on November 1, 1999, as its Chief
Executive Officer. As CEO, Mr. Fenton is responsible for the overall strategic
direction and management of the Company. Prior to joining the Company, Mr.
Fenton was employed by General Electric Company, serving most recently as the
President and CEO of GE Capital Modular Space, one of General Electric's
business units.
David W. Mahokey has a total of 18 years of experience in the crane rental
business, all of which have been with Maxim. As the Chief Operating Officer,
Mr. Mahokey oversees the daily operations of the Company. Mr. Mahokey was
appointed Chief Operating Officer upon consummation of the Recapitalization.
Prior to that time, he served as the Company's Chief Financial Officer, a
position he held since 1991.
William F. Fabrizio has twenty-eight years of financial experience,
including 17 years with Rockwell International. Most recently, he served as
Senior Vice-President and Chief Financial Officer of Motive Power Industries,
Inc. Mr. Fabrizio joined the Company as Chief Financial Officer in February
2000.
James M. Mullaney joined the Company on January 3, 2000, as Vice-President
of Sales and Marketing. Prior to joining the Company, Mr. Mullaney was
employed by General Electric serving most recently as Regional Vice President
of GE Modular Space.
37
Andrew D. Peters joined the Company on February 14, 2000, as Vice-
President--Administration. Mr. Peters is responsible for both the strategic
direction and day-to-day management of human resources, risk management and
environmental health and safety. Prior to joining the Company, Mr. Peters was
employed by Dick Corporation, where he held the position of Senior Vice
President of Human Resources.
Anthony Razzano joined the Company on July 10, 2000, as Vice-President of
Asset Management. Mr. Razzano is responsible for the strategic direction and
management of purchasing, property management, parts and service and fleet
life cycle profitability. Prior to joining the Company, Mr. Razzano was
employed by General Electric, serving most recently as Senior Vice-President
of Asset Management for GE Capital TIP/Modular Space.
Albert C. Bove has more than 28 years of experience in the crane rental and
general construction industries, 23 of which have been with Maxim. Since 1996,
Mr. Bove has served as the Vice President--West Region. In 2000, Mr. Bove was
also given responsibility for the Central Region. Prior to 1996, Mr. Bove
served in a number of senior executive roles in the Company.
Joseph M. Connelly has nearly 28 years of experience in construction and
engineering, the last nine of which have been with Maxim. Mr. Connelly has
responsibility for the Company's quality control programs and oversees the
operations of the Company's Northeast region and international business.
Ray Graham has 29 years of experience in the crane rental industry, the last
11 of which have been with Maxim. Mr. Graham has been in a management position
for the past 17 years. Mr. Graham is responsible for the Southeast region.
Bryan Carlisle has over 21 years experience in the crane rental and
construction industries, all with Carlisle. Mr. Carlisle became the Vice
President of the Company's Midwest Region upon consummation of the Carlisle
acquisition.
Arthur J. Innamorato has 22 years of legal and public accounting experience
and has been a valued advisor to the Company for the past seven years. He
assumed the position as General Counsel upon the consummation of the
Recapitalization and is responsible for managing the legal affairs of the
Company. Mr. Innamorato is also involved in strategic planning and the
Company's external growth initiatives.
Ray G. Anthony was the founder of Anthony Crane Rental, L.P. and currently
serves on its board. Mr. Anthony is Chief Executive Officer of Dallas
Holdings, Century Steel Erectors, Anthony Trucking Company, Inc. and other
business ventures.
Paul Edgerley has been Managing Director of Bain since 1993. Since 1990, he
has been a General Partner of Bain Venture Capital, and from 1988 to 1990 he
was a Principal of Bain Venture Capital. He serves on the Boards of Directors
of Walco International, Inc., GS Technologies Corporation, AMF Group Inc. and
Sealy Corporation.
Robert C. Gay has been a Managing Director of Bain since 1993 and has been a
General Partner of BainVenture Capital since 1989. From 1988 to 1989, Mr. Gay
was a Principal of Bain Venture Capital. Mr. Gay serves as a director of
Cambridge Industries, Inc., Nutraceutical Corporation, American Pad & Paper
Company, Walco International Inc., Buhrmann NV, and Alliance Laundry Holdings
LLC.
Joseph P. Pretlow has been a Managing Director at Bain Capital since 1999.
Prior to joining Bain Capital in 1992, Mr. Pretlow worked as an investment
banker at Lehman Brothers. Mr. Pretlow also serves on the Board of Directors
of Labtec, Bentley's Luggage and DIC Entertainment Holdings, Inc.
38
Brian S. Murphy has been a Vice President at Bain Capital since 1996. Prior
to joining Bain Capital, Mr. Murphy worked at Barents Group LLC and was a
consultant at Bain & Company. Mr. Murphy also serves on the Board of Directors
of Medical Specialties Group, Inc., and Walco International, Inc.
James E. Haas has been Vice President and Director of Sensical Corporation,
a printing company, since 1993. From 1990 to 1993, Mr. Haas was President,
Chief Executive Officer and Director of Edgecomb Metals, a metals distributor.
Mr. Haas is a Director of GS Technologies Corporation.
Wayne Carlisle has over 40 years experience in the crane rental and
construction industries and is a recognized expert in heavy-lift and
transportation services, demolition, excavation projects, as well as general
development and construction management. Mr. Carlisle serves as a director of
the Bank of Kentucky, The Kentucky Racing Commission, Northern Kentucky
Convention Center Corporation, the H.C. Nutting Company and the Building and
Grounds Committee for the Zoological Society of Cincinnati.
ITEM 11. Executive Compensation
The following tables set forth information concerning the annual and long-
term compensation for services in all capacities to the Partnership for 2000,
1999 and 1998 of those persons who served as (i) Chief Executive Officer
during the year, and (ii) the other four most highly compensated executive
officers of the Company for 2000, 1999 and 1998 collectively, the "Named
Executive Officers".
Summary Compensation Tables
Annual Compensation
------------------------------
Other Annual
Name and Principal Position Year Salary Bonus Compensation
---------------------------- ----- -------- -------- ------------
Jeffrey J. Fenton, Chief Executive
Officer................................. 2000 $325,000 $ 80,000 $358,000(1)
Bryan Carlisle, Vice President--Midwest
Region.................................. 2000 235,000 120,000 87,000(2)
David W. Mahokey, Chief Operating
Officer................................. 2000 248,000 100,000 --
Albert C. Bove, Vice President--Western
and Central Regions..................... 2000 175,000 80,000 14,400(3)
Arthur J. Innamorato--Vice President--
Corporate Development................... 2000 185,000 60,000 13,450(3)
Jeffrey J. Fenton, Chief Executive
Officer................................. 1999 56,250 100,000 --
Bryan Carlisle, Vice President--Midwest
Region.................................. 1999 117,325 30,000
David W. Mahokey, Chief Operating
Officer................................. 1999 303,977 30,000 --
Albert C. Bove, Vice President--Western
Region.................................. 1999 173,229 -- 1,200(3)
Arthur J. Innamorato--Vice President--
Corporate Development................... 1999 66,134 -- --
Jeffrey J. Fenton, Chief Executive
Officer................................. 1998 -- -- --
Bryan Carlisle, Vice President--Midwest
Region.................................. 1998 -- --
David W. Mahokey, Chief Operating
Officer................................. 1998 110,460 20,000 15,524(4)
Albert C. Bove, Vice President--Western
Region.................................. 1998 173,229 -- 1,200(3)
Arthur J. Innamorato--Vice President--
Corporate Development................... 1998 -- -- --
(1) Represents forgiveness of debt related to executive's equity
participation agreement.
(2) Represents payment for vacation time earned but not taken.
(3) Represents allowance for personal use of company vehicles.
(4) Represents payment under deferred compensation plan.
39
Pension Plans
The Partnership has a profit-sharing defined contribution pension plan
covering all non-union employees for all affiliated companies except Carlisle.
The contribution to the plan is an amount determined by the Partnership and
was one percent of the eligible participant's compensation for 1999 and 1998.
No contribution was made in 2000.
The plan also includes a 401(k) savings plan feature that enables employees
to make voluntary salary reduction contributions up to 15% of eligible
compensation to the plan. The Partnership matched fifty percent of the
contributions, up to six percent of the participant's compensation. In
September 2000, the plan was amended to provide for a 100% match of employee
contributions, up to three percent of participant's compensation, plus 50%
match of compensation up to five percent of the participant's compensation.
The Partnership also had a 401(k) plan for all eligible employees of
Carlisle. The 401(k) savings feature enabled Carlisle employees to make
voluntary salary reduction contributions. The Partnership matched employee
contributions, up to three percent of the participant's compensation. The
Partnership could also make discretionary contributions to the plan as
determined by the Board of Directors. In September 2000, the plan was merged
into the Partnership's profit-sharing defined contribution plan.
Multi-employer Benefit Plans
Union employees of the Company are covered by various union-sponsored,
collectively bargained, benefit plans. The Company's contributions to these
multi-employer plans are based on specified amounts per hours worked by the
covered union employees. One such plan is currently in reorganization and the
unfunded amount is being funded through ongoing contributions by all
sponsoring companies. Under certain circumstances, the Company may have to
accelerate such funding.
Employment Agreements
The Partnership has entered into employment contracts with its senior
executives. Each employment contract provides for a term of employment,
followed by successive one-year renewal terms, unless terminated by either the
executive or the Partnership. Each contract provides for a base salary and
customary fringe benefits, annual bonus at the Board's discretion, the right
of the Partnership to terminate employment for cause and a one-year non-
compete period following termination of employment. Unless employment has been
terminated for cause, a terminated executive is entitled to payment of base
salary during the non-compete period if the executive is otherwise in
compliance with the terms of the employment agreement.
Management Equity Participation
In connection with the Recapitalization, Holdings has offered and is
expected to continue to offer certain members of management the opportunity to
purchase up to an aggregate of 10% of the common partnership interests of
Holdings, including approximately 6% of which was purchased at the Closing and
4% of which is expected to be purchased in the future. In addition, in order
to provide additional financial incentives to management, certain members of
management are expected to be offered the opportunity to purchase additional
restricted equity of up to 10% of the common partnership interests of
Holdings. Such opportunities are expected to be offered periodically and all
restrictions on the equity units lapse over a ratable period or earlier upon
the occurrence of certain events.
Compensation of Members of the GP Board
Members of the GP Board will not he compensated in connection with services
provided in such capacity except for one member who receives a nominal fee.
Members of the GP Board will be reimbursed for any out-of-pocket expenses
incurred in traveling to and from meetings of the GP Board.
40
Compensation, Audit and Executive Committees
The GP Board has established an Audit Committee, Compensation Committee and
Executive Committee. The current members of the Audit Committee are Messrs.
Edgerley and W. Carlisle. The Audit Committee oversees actions taken by the
Company's independent auditors, recommends the engagement of auditors and
reviews the Company's internal accounting policies and practices. The current
members of the Compensation Committee are Messrs. Fenton, Edgerley and Haas.
The Compensation Committee approves the compensation of executives of the
Company and makes recommendations to the GP Board with respect to standards
for setting compensation levels. The current members of the Executive
Committee are Messrs. Edgerley, Gay and Fenton. The Executive Committee
establishes Company governance policies and review various business and
organizational matters not requiring full board approval.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
Number of Percentage of
Common Partnership Common Partnership
Interests on a Interest on a
Name and Address of Beneficial Owner Fully Diluted Basis Fully Diluted Basis
------------------------------------ ------------------- -------------------
Bain/ACR, L.L.C. (1)................... 3,444,444.44 75.6%
c/o Bain Capital, Inc.
Two Copley Place Boston, MA 02116
Anthony Iron and Metal Company......... 820,000.00 18.0%
c/o Dallas Holdings
One Allegheny Airport, West Mifflin,
PA 15122
Ray G. Anthony (2)..................... 820,000.00 18.0%
c/o Dallas Holdings
One Allegheny Airport, West Mifflin,
PA 15122
David W. Mahokey....................... 182,222.22 4.0%
c/o Anthony Crane Rental, L.P.
800 Waterfront Drive, Pittsburgh, PA
15222
Paul Edgerley (1)...................... 3,058,197.35 67.1%
c/o Bain Capital, Inc.
Two Copley Place Boston, MA 02116
Robert C. Gay (1)...................... 3,128,700.42 68.7%
c/o Bain Capital, Inc.
Two Copley Place Boston, MA 02116
Joseph P. Pretlow (1).................. 150,177.65 2.4%
c/o Bain Capital, Inc.
Two Copley Place Boston, MA 02116
James E. Haas (3)...................... 233,333.33 5.1%
c/o Haas Family Limited Partnership
745 Beach View Drive Boca Grande, FL
33921
Albert C. Bove......................... 45,555.56 1.0%
c/o Anthony Crane Rental, L.P.
800 Waterfront Drive, Pittsburgh, PA
15222
William B. Kania....................... 17,777.78 0.4%
c/o W.B. Kania & Associates
71 No. Mount Vernon, Uniontown PA
15401
All directors and executive (1)(2)(3)
officers as a group (12 persons)...... 4,493,671.51 98.6%
41
(1) The limited liability company units of Bain/ACR, LL.C. will be held by
Bain Capital Fund VI, L.P. ("Fund VI"), BCIP Trust Associates II ("BCIP
Trust II"), BCIP Trust Associates II-B ("BCIP Trust II-B"), BCIP
Associates II ("BCIP II"), ECIP Associates U-B ("BCIP II-B"), BCIP
Associates II-C ("BCIP II-C") and certain unrelated entities. Messrs.
Edgerley and Gay are: (i) Managing Directors of Bain Capital Investors
VI, Inc., the General Partner of Bain Capital Partners VI, L.P., which is
the General Partner of Fund VI; (ii) General Partners of BCIP II; (iii)
General Partners of BCIP Trust II; and (iv) affiliated with BCIP II-C.
Mr. Edgerley is a General Partner of BCIP Trust II-B. Mr. Gay is a
General Partner of BCIP II-B. Mr. Pretlow is a General Partner of BCIP
II-B and BCIP Trust II-B. Each of Messrs. Edgerley, Gay and Pretlow may
be deemed to beneficially own units held by entities in which they have
an interest and, accordingly, to beneficially own the common partnership
interests of Holdings held by such entities. Each such person disclaims
beneficial ownership of any such interests in which he does not have a
pecuniary interest.
(2) Mr. Anthony is a General Partner of Anthony Iron and Metal Company
("AIM"). Accordingly, Mr. Anthony may be deemed to beneficially own
interests owned by AIM. Mr. Anthony disclaims beneficial ownership of any
such interests in which he does not have a pecuniary interest.
(3) Mr. Haas is a General Partner of Haas Family Limited Partnership
("HFLP"), a member of the Equity Investors. Accordingly, Mr. Haas may be
deemed to beneficially own interests beneficially owned by HFLP. Mr. Haas
disclaims beneficial ownership of any such interests in which he does not
have a pecuniary interest.
ITEM 13. Certain Relationships and Related Transactions
Securityholders Agreement
Upon the consummation of the Recapitalization, Holdings, the General
Partner, the Equity Investors and the Predecessor Partners entered into a
securityholders agreement (the "Securityholders Agreement"). The
Securityholders Agreement: (i) restricts the transfer of the equity interests
of Holdings; (ii) grants tag-along rights on certain transfers of equity
interests of Holdings; (iii) requires each of the Equity Investors and the
Predecessor Partners to consent to a sale of Holdings to an independent third
party if such sale is approved by a majority of the then outstanding equity
interests of Holdings; and (iv) grants preemptive rights on certain issuances
of equity interests of Holdings. The foregoing provisions of the
Securityholders Agreement will terminate upon the consummation of an Initial
Public Offering (as defined in the Securityholders Agreement) or a Liquidity
Event. For purposes of the Securityholders Agreement, "Liquidity Event" means
(a) any sale to an Independent Third Party of all or substantially all (as
defined in the Model Business Corporation Act) of the assets of Holdings and
its Subsidiaries on a consolidated basis in one transaction or series of
related transactions; (b) any sale to an Independent Third Party of all or
substantially all of the Common Units (as defined) (or a transaction having a
similar effect as contemplated by Section 13.9 of the Holdings Partnership
Agreement (as defined)) in one transaction or series of related transactions,
but excluding any sales of Common Units in a Public Sale (as defined in the
Securityholders Agreement); or (c) a merger or consolidation or other
transaction which accomplishes one of the foregoing. Certain equity holders
and directors of the Issuers, including Bain, and certain other related
parties received one-time transaction fees aggregating $8.8 million upon
consummation of the Recapitalization.
Advisory Agreement
In connection with the Recapitalization, the Company entered into an
advisory agreement (the "Advisory Agreement") with Bain pursuant to which Bain
agreed to provide: (i) general executive and management services; (ii)
identification, support, negotiation and analysis of acquisitions and
dispositions; (iii) support, negotiation and analysis of financial
alternatives; and (iv) other services agreed upon by the Company and Bain
Capital. In exchange for such services, Bain will receive (i) an annual
management fee of $1.0 million, plus reasonable out-of-pocket expenses
(payable quarterly) and (ii) a transaction fee in an amount in accordance with
the general practices of Bain at the time of the consummation of any
additional acquisition or divestiture by the
42
Company and of each financing or refinancing. The Advisory Agreement has an
initial term of ten years subject to automatic one-year extensions (unless the
Company or Bain provides written notice of termination), provided that the
Advisory Agreement will terminate automatically upon the consummation of a
transaction involving a sale of all or substantially all of the assets or
partnership interests of the Company. In connection with the 1999 Carlisle
acquisition and entering into the amended Senior Credit Facilities, Bain
received transaction fees aggregating $4.2 million.
Registration Rights Agreement
Upon the consummation of the Recapitalization, Holdings, the General
Partner, the Equity Investors and the Predecessor Partners entered into a
registration rights agreement (the "Registration Rights Agreement"). Under the
Registration Rights Agreement, the holders of a majority of the Registrable
Securities (as defined in the Registration Rights Agreement) owned by the
Equity Investors and General Partner have the right, subject to certain
conditions, to require Holdings to register any or all of their common equity
interests of Holdings under the Securities Act at Holdings' expense. In
addition, all holders of Registrable Securities are entitled to request the
inclusion of any common equity interests of Holdings subject to the
Registration Rights Agreement in any registration statement at Holdings'
expense whenever Holdings proposes to register any of its common equity
interests under the Securities Act. In connection with all such registrations,
Holdings has agreed to indemnify all holders of Registrable Securities against
certain liabilities, including liabilities under the Securities Act.
Amended and Restated Agreement of Limited Partnership
Holdings and each of the Equity Investors, General Partner and certain of
the Predecessor Partners (collectively, the "Partners") entered into an
Amended and Restated Agreement of Limited Partnership of Holdings (the
"Holdings Partnership Agreement"). The Holdings Partnership Agreement governs
the relative rights and duties of the Partners.
Partnership Units. The ownership interests of the Partners consist of the
Holdings Preferred Units and common units (the "Common Units"). The Common
Units have voting rights and represent the common equity of Holdings. Holders
of the Holdings Preferred Units do not have voting rights but are entitled to
payment of unpaid yield and a return of capital contributions prior to any
distributions made to holders of the Common Units.
Distributions. Subject to any restrictions contained in any financing
agreements to which Holdings or any of its affiliates (as defined in the
Holdings Partnership Agreement) is a party, the Board may make distributions,
whether in cash, property or securities of Holdings, at any time or from time
to time pursuant to an order of priority set forth in the Holdings Partnership
Agreement. In addition, Holdings may distribute to each holder of units within
75 days after the close of each fiscal year such amounts as determined by the
Board to be appropriate to enable each holder of units to pay estimated income
tax liabilities.
Management. General Partner, as general partner of Holdings, will conduct,
direct and exercise full control over all activities of Holdings; however,
limited partners have voting rights equivalent to their respective economic
interests and, through a majority vote, can remove the General Partner.
Holdings Preferred Units
Upon the consummation of the Recapitalization, Holdings issued the Holdings
Preferred Units with a liquidation preference and fair value of approximately
$22.5 million to the Predecessor Partners. The Holdings Preferred Units are
not redeemable and have a yield of 11.0% per annum, compounded quarterly.
Subject to any restrictions contained in any financing agreements to which
Holdings or any of its affiliates is a party, the holders of the Holdings
Preferred Units are entitled to receive distributions from Holdings, including
payment of the accrued interest thereon, prior to distributions in respect to
any other partnership interests of Holdings. In connection with the 1999
Carlisle acquisition, Holdings issued $20.0 million of Series B Preferred
Units, which have identical rights and terms as the units issued in the
Recapitalization.
43
Other Related Party Transactions and Potential Conflict of Interest
The Partnership periodically rents and sells equipment to affiliated
companies. Rental revenues from such transactions totaled $3,379,000, $293,000
and $498,000 in 2000, 1999 and 1998, respectively, and gross proceeds from
equipment sales totaled $325,000 and $670,000 in 1999 and 1998, respectively.
There were no such equipment sales in 2000. In addition, the Partnership rents
equipment, utilizes personnel and purchases equipment, utilizes personnel and
purchases equipment from affiliated companies. Expenses from such transactions
totaled $1,796,000, $91,000, and $351,000 in 2000, 1999, and 1998,
respectively, and purchases of equipment totaled $79,000 in 1998. There were
no such purchases of equipment in 2000 or 1999. The Partnership also
reimbursed Mr. Anthony for the Partnership's use of his personal airplanes.
Such reimbursements totaled $282,000 in 1999 and $234,000 in 1998. There were
no such reimbursements made to Mr. Anthony in 2000.
Amounts due from these affiliated companies totaled $1,114,600 and $615,000
at December 31, 2000 and 1999, respectively.
In connection with the Carlisle acquisition in 1999 and the Amendment of the
Company's Senior Credit Facilities to finance the acquisition, the Company
paid Bain Capital transactions fees aggregating $4.2 million.
In connection with funding an executive's purchase of equity, the Company
has recorded a liability due to Bain with a corresponding partners' receivable
included in the partners' capital (deficit) section of the accompanying
consolidated balance sheet.
In connection with a management service agreement entered into with Bain,
which provides for an annual fee of $1 million plus expenses, the Partnership
paid approximately $1,080,000 and $1,083,000 and $463,000 in fees and expenses
to Bain Capital in 2000, 1999 and 1998, respectively.
At December 31, 1998, the Partnership had a receivable due from Mr. Anthony
totaling $3,950,000. During 1999, the receivable was treated as a distribution
to Mr. Anthony.
The Partnership leases certain property from a partner under long-term
operating lease arrangements, as presented below:
The GP Board has adopted a Corporate Compliance Policy for the Company. Such
policy is administered by a Corporate Compliance Officer. Pursuant to such
policy, the Company prohibits its employees from engaging in any activity or
conduct which appears to conflict with the interests of the Company, its
customers or its suppliers. Reports of any violations of the policy will be
investigated by the Company.
44
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Exhibits
(b) Financial Statement Schedules
(c) Reports on Form 8-K
Schedule II--Valuation & Qualifying Accounts
(In Thousands)
Balance at Balance
Beginning Charged at End
Classification of Period to Expense Deductions Acquisitions of Period
-------------- ---------- ---------- ---------- ------------ ---------
Year ended December 31,
2000
Allowance for Doubtful
Accounts............... $3,250 $2,153 $(1,493) $ 50 $3,960
Year ended December 31,
1999
Allowance for Doubtful
Accounts............... $1,500 $2,061 $(1,105) $794 $3,250
Year ended December 31,
1998
Allowance for Doubtful
Accounts............... $1,840 $ 475 $ (815) $ -- $1,500
All other schedules have been omitted because they are not applicable or not
required or the required information is included in the consolidated financial
statements or notes thereto.
(c) Report of Independent Accountants
To the Partners of Anthony Crane Rental, L.P.
Our audits of the consolidated financial statements referred to in our
report dated February 28, 2001, which report and consolidated financial
statements are included in this Form 10-K also include an audit of the
financial statement schedule listed in Item 14(b) of this Form 10-K. In our
opinion, this financial statement schedule presents fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
February 28, 2001
45
EXHIBIT INDEX
(1) Exhibits.
2.1 Recapitalization Agreement, dated as of June 1, 1998, by and among
Anthony Crane Rental, L.P., Bain/ACR, L.L.C., ACR Management, L.L.C. and
the current owners named therein.*
3.1 Certificate of limited partnership of Anthony Crane Rental Holdings,
L.P.*
3.2 Amended and Restated Agreement of Limited Partnership of Anthony Crane
Rental Holdings, L.P.*
3.3 Certificate of Incorporation of Anthony Crane Holdings Capital
Corporation.*
3.4 Bylaws of Anthony Crane Holdings Capital Corporation.*
4.1 Indenture, dated as of July 22, 1998, among Anthony Crane Rental
Holdings, L.P., Anthony Crane Holdings Capital Corporation and State
Street Bank and Trust Company.*
10.1 Purchase Agreement, dated as of July 16, 1998, by and among Anthony
Crane Rental Holdings, L.P., Anthony Crane Holdings Capital Corporation
and the Initial Purchasers.*
10.2 Registration Rights Agreement, dated as of July 22, 1998, by and among
Anthony Crane Rental Holdings, L.P., Anthony Crane Holdings Capital
Corporation and the Initial Purchasers.*
10.3 Amended and Restated Revolving Credit Agreement, dated as of June 30,
1999, among Anthony Crane Rental, L.P., Anthony Crane Rental Holdings,
L.P., the several banks or other financial institutions or entities from
time to time parties to this Agreement, Goldman Sachs Credit Partners
L.P., Fleet National Bank and DLJ Capital Fund, Inc.*
10.4 Term Loan Credit Agreement, dated as of July 22, 1998, among Anthony
Crane Rental, L.P., Anthony Crane Rental Holdings, L.P., the several
banks or other financial institutions or entities from time to time
parties to this Agreement, Goldman Sachs Credit Partners L.P., Fleet
National Bank and DLJ Capital Fund, Inc.*
10.5 Amended and Restated Securityholders Agreement dated as of July 21,
1999, by and among ACR Management, L.L.C., Anthony Crane Rental
Holdings, L.P. and the Securityholders.*
10.6 Registration Rights Agreement, made as of July 22, 1998, by and among
Anthony Crane Rental Holdings, L.P., ACR Management, L.L.C., Bain/ACR,
L.L.C. and the Current Owners.*
10.7 Advisory Agreement, dated as of July 22, 1998, by and among Bain
Capital, Inc., Anthony Crane Rental Holdings, L.P., and Anthony Crane
Rental, L.P.*
10.8 Escrow Agreement, dated as of July 22, 1998, by and among Anthony Crane
Rental, L.P., Anthony Iron & Metal Company, David W. Mahokey and Brown
Brothers Harriman & Co.*
10.9 Amended and Restated Agreement of Limited Partnership of Anthony Crane
Rental, L.P.*
10.10 Indenture, dated as of July 22, 1998, by and among Anthony Crane Rental,
L.P., Anthony Crane Capital Corporation, the Guarantors and State Street
Bank and Trust Co.*
10.11 Purchase Agreement, dated as of July 16, 1998, by and among Anthony
Crane Rental, L.P., Anthony Crane Capital Corporation, the Guarantors
and the Initial Purchasers.*
10.12 Registration Rights Agreement, dated as of July 22, 1998, by and among
Anthony Crane Rental, L.P., Anthony Crane Capital Corporation, the
Guarantors and the Initial Purchasers.*
10.13 Employment Agreement, dated as of July 22, 1998, by and between Anthony
Crane Rental, L.P., and Ray G. Anthony.*
10.14 Consulting and Noncompetition Agreement, dated as of July 22, 1998, by
and between Anthony Crane Rental, L.P., and Samuel R. Anthony.*
10.15 Executive Purchase Agreement, dated as of July 22, 1998, by and among
ACR Management, L.L.C., Anthony Crane Rental Holdings, L.P., and David
W. Mahokey.*
10.16 Executive Purchase Agreement, dated as of July 22, 1998, by and among
ACR Management, L.L.C., Anthony Crane Rental Holdings, L.P., and Arthur
J. Innamorato.*
10.17 Executive Purchase Agreement, dated as of July 22, 1998, by and among
ACR Management, L.L.C., Anthony Crane Rental Holdings, L.P., and Albert
C. Bove.*
10.18 Executive Purchase Agreement, dated as of July 22, 1998, by and among
ACR Management, L.L.C., Anthony Crane Rental Holdings, L.P., and William
B. Kania.*
10.19 Liability Agreement, Dated as of July 22, 1998, by and between Anthony
Crane Rental, L.P., and Anthony Crane Capital Corporation.
10.20 Liability Agreement, Dated as of July 22, 1998, by and between Anthony
Crane Rental, L.P., and Anthony Crane Holdings Capital Corporation.
10.21 Agreement, dated as of August 1, 1996, between Hess Oil Virgin Islands
Corp., and Anthony Crane International, L.P.*
10.22 Sale and Lease Agreement, dated as of July 25, 1996, by and between
Anthony Crane Sales & Leasing, L.P. and Hess Oil Virgin Islands Corp.*
10.23 Master Rental Agreement for Bare Rental Equipment, dated as of August 1,
1996, by and between Anthony Crane Sales & Leasing, L.P. and Hess Oil
Virgin Islands Corp.*
10.24 Executive Purchase Agreement, dated May 28, 1999, by and among ACR
Management, L.L.C., Anthony Crane Rental Holdings, L.P. and David W.
Mahokey.****
10.25 Executive Employment Agreement, dated May 28, 1999, by and among ACR
Management, L.L.C., Anthony Crane Rental Holdings, L.P. and David W.
Mahokey.****
10.26 Executive Purchase Agreement, dated May 28, 1999, by and among ACR
Management, L.L.C., Anthony Crane Rental Holdings, L.P. and Arthur J.
Innamorato.****
10.27 Executive Employment Agreement, dated May 28, 1999, by and among ACR
Management, L.L.C., Anthony Crane Rental Holdings, L.P. and Arthur J.
Innamorato.****
10.28 Executive Purchase Agreement, dated May 28, 1999, by and among ACR
Management, L.L.C., Anthony Crane Rental Holdings, L.P. and Albert C.
Bove.****
10.29 Executive Employment Agreement, dated May 28, 1999, by and among ACR
Management, L.L.C., Anthony Crane Rental Holdings, L.P. and Albert C.
Bove.****
10.30 Executive Purchase Agreement, dated May 28, 1999, by and among ACR
Management, L.L.C., Anthony Crane Rental Holdings, L.P. and Richard S.
Ferchak, Sr.****
10.31 Executive Employment Agreement, dated May 28, 1999, by and among ACR
Management, L.L.C., Anthony Crane Rental Holdings, L.P. and Richard S.
Ferchak, Sr.****
10.32 Executive Purchase Agreement, dated May 28, 1999, by and among ACR
Management, L.L.C., Anthony Crane Rental Holdings, L.P. and Ray
Graham.****
10.33 Executive Employment Agreement, dated May 28, 1999, by and among ACR
Management, L.L.C., Anthony Crane Rental Holdings, L.P. and Ray
Graham.****
10.34 Executive Purchase Agreement, dated May 28, 1999, by and among ACR
Management, L.L.C., Anthony Crane Rental Holdings, L.P. and Joseph M.
Connelly.****
10.35 Executive Employment Agreement, dated May 28, 1999, by and among ACR
Management, L.L.C., Anthony Crane Rental Holdings, L.P. and Joseph M.
Connelly.****
10.36 Executive Purchase Agreement, dated May 28, 1999, by and among ACR
Management, L.L.C., Anthony Crane Rental Holdings, L.P. and Michael
Corn.****
10.37 Executive Employment Agreement, dated May 28, 1999, by and among ACR
Management, L.L.C., Anthony Crane Rental Holdings, L.P. and Michael
Corn.****
10.38 Executive Purchase Agreement, dated May 28, 1999, by and among ACR
Management, L.L.C., Anthony Crane Rental Holdings, L.P. and Dale A.
Buckwalter.****
10.39 Executive Employment Agreement, dated May 28, 1999, by and among ACR
Management, L.L.C., Anthony Crane Rental Holdings, L.P. and Dale A.
Buckwalter.****
10.40 Executive Purchase Agreement, dated May 28, 1999, by and among ACR
Management, L.L.C., Anthony Crane Rental Holdings, L.P. and Frank
Hanjorgiris.****
10.41 Executive Employment Agreement, dated May 28, 1999, by and among ACR
Management, L.L.C., Anthony Crane Rental Holdings, L.P. and Frank
Hanjorgiris.****
10.42 Executive Purchase Agreement, dated May 28, 1999, by and among ACR
Management, L.L.C., Anthony Crane Rental Holdings, L.P. and Richard
Rossi.****
10.43 Executive Employment Agreement, dated October 25, 1999, by and among ACR
Management, L.L.C., Anthony Crane Rental Holdings, L.P. and Richard
Rossi.****
10.44 Executive Purchase Agreement, dated October 25, 1999, by and among ACR
Management, L.L.C., Anthony Crane Rental Holdings, L.P. and Jeffrey J.
Fenton.****
10.45 Executive Employment Agreement, dated October 25, 1999, by and among ACR
Management, L.L.C., Anthony Crane Rental Holdings, L.P. and Jeffrey J.
Fenton.****
10.46 Asset Purchase Agreement by and among Carlisle Equipment Group, L.P.,
the Sellers listed on the Schedule of Sellers and the Current Owners
listed on the Schedule of Current Owners and the other Parties set forth
herein, dated June 30, 1999.**
10.47 Asset Purchase Agreement among DAI Statutory Trust and ACR/Dunn
Acquisition, Inc., dated June 4, 1999.***
10.48 First Amendment To Term Loan Credit Agreement, dated as of June 30,
1999, among Anthony Crane Rental, L.P., Anthony Crane Rental Holdings,
L.P., the several banks or other financial institutions or entities from
time to time parties to this agreement, Goldman Sachs Credit Partners,
L.P., Fleet Bank and DLS Capital Funding, Inc.****
21.1 Subsidiaries of Anthony Crane Rental, L.P.*
* Incorporated by reference to the exhibit of the same number filed with
the Registrant's Registration Statement on Form S-4 (No. 333-65003).
** Incorporated by reference to exhibit number 2.01 filed with the
Registrant's current report on Form 8-K dated July 1, 1999.
*** Incorporated by reference to exhibit number 2.01 filed with the
Registrant's current report on Form 8-K dated June 4, 1999.
**** Incorporated by reference to the exhibit of the same number filed with
the Registrant's Annual Report on Form 10-K dated March 21, 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report on
Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, State of Pennsylvania, on
March 21, 2001.
Anthony Crane Rental, L.P.
By: /s/ Jeffrey J. Fenton
...................................
Name: Jeffrey J. Fenton
Title: 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
March 21, 2001.
/s/ Jeffrey J. Fenton Chief Executive
............................. Officer (principal
Jeffrey J. Fenton executive officer)
/s/ William F. Fabrizio Chief Financial
............................. Officer (principal
William F. Fabrizio financial and
accounting officer)
/s/ David W. Mahokey Member of the Board and
............................. Chief Operating Officer
David W. Mahokey
/s/ Paul Edgerley Member of the Board
.............................
Paul Edgerley
/s/ Robert C. Gay Member of the Board
.............................
Robert C. Gay
/s/ Joseph Pretlow Member of the Board
.............................
Joseph Pretlow
/s/ Brian S. Murphy Member of the Board
.............................
Brian S. Murphy
Member of the Board
.............................
James E. Haas
Member of the Board
.............................
Ray G. Anthony
/s/ Wayne Carlisle Member of the Board
.............................
Wayne Carlisle
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