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, 2003
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 __
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes__ No X -
As of November 12, 2003, 6,194,799 shares of common stock ("Common Stock")
of the Registrant were outstanding.
SCOTSMAN HOLDINGS, INC.
INDEX
FORM 10-Q
Page
Safe Harbor Statement 1
PART I - FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
Consolidated Balance Sheets at September 30, 2003 2
and December 31, 2002
Consolidated Statements of Operations for the three 3
and nine months ended September 30, 2003 and 2002
Consolidated Statements of Cash Flows for the
nine months ended September 30, 2003 and 2002 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of 11
Financial Condition and Results of Operations
Item 4. Controls and Procedures 17
PART II - OTHER INFORMATION
Item 5. Other Information 18
Item 6. Exhibits and Reports on Form 8-K 18
SAFE HARBOR STATEMENT - CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements in this Form 10-Q for the quarter ended September
30, 2003 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").
These 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 these forward-looking statements. These
factors include, among others, the following: substantial leverage and our
ability to service debt; changing market trends in the mobile office industry;
general economic and business conditions including a prolonged or substantial
recession; our ability to finance fleet and branch expansion and to locate and
finance acquisitions; our ability to implement our business and growth strategy
and maintain and enhance our competitive strengths; our ability to obtain
financing for general corporate purposes; intense industry competition;
availability of key personnel; industry over-capacity; and changes in, or the
failure to comply with, government regulations. No assurance can be given as to
future results and neither we nor any other person assumes responsibility for
the accuracy and completeness of these forward-looking statements. Consequently,
you should not place undue reliance on these forward-looking statements, which
speak only as of the date hereof. We undertake no obligation to publicly release
the result of any revision to these forward-looking statements that may be made
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
PART I - FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements.
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARY
Consolidated Balance Sheets (Unaudited)
September 30,
2003 December 31,
(Unaudited) 2002
----------- -----------
Assets (In thousands)
Cash $ 397 $ 429
Trade accounts receivable, net of allowance for doubtful
accounts of $951 in 2003 and $1,071 in 2002 54,028 63,965
Prepaid expenses and other current assets 34,319 24,883
Rental equipment, net of accumulated depreciation of
$232,034 in 2003 and $207,538 in 2002 847,691 850,087
Property and equipment, net 80,992 80,249
Deferred financing costs, net 24,344 23,616
Goodwill, net 169,818 168,931
Other intangible assets, net 2,711 3,238
Other assets 10,842 14,369
--------- --------
$1,225,142 $1,229,767
========= =========
Liabilities and stockholders' equity
Accounts payable $ 25,504 $ 23,257
Accrued expenses 19,348 20,934
Accrued interest 21,824 8,226
Rents billed in advance 19,179 18,773
Revolving credit facility 47,300 197,691
Long-term debt 907,680 786,654
Deferred income taxes 155,343 154,959
--------- ---------
Total liabilities 1,196,178 1,210,494
--------- ---------
Stockholders' equity:
Common stock, $.01 par value. Authorized 10,000,000
shares; issued 9,507,407 shares in 2003 and 2002 95 95
Additional paid-in capital 240,944 239,239
Cumulative foreign currency translation adjustment 5,993 (1,386)
Retained earnings 77,870 77,263
------- -------
324,902 315,211
Less treasury stock, - 3,312,608 common shares in 2003
and 2002, at cost (295,938) (295,938)
------- -------
Net stockholders' equity 28,964 19,273
--------- ---------
$1,225,142 $1,229,767
========= =========
See accompanying notes to consolidated financial statements.
2
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARY
Consolidated Statements of Operations
Three and nine months ended September 30, 2003 and 2002
(Unaudited)
Three months ended Nine months ended
September 30, September 30,
----------------------- --------------------
2003 2002 2003 2002
---- ---- ---- ----
(In thousands except share and per share amounts)
Revenues
Leasing $ 53,501 $ 56,075 $160,535 $171,718
Sales:
New units 20,052 31,902 52,729 73,167
Rental equipment 5,037 8,391 14,690 18,570
Delivery and installation 27,903 28,538 68,205 77,642
Other 10,845 12,376 29,713 32,149
------- ------- ------- -------
Total revenues 117,338 137,282 325,872 373,246
------- ------- ------- -------
Costs of sales and services
Leasing:
Depreciation and amortization 11,736 11,700 36,726 33,396
Other direct leasing costs 13,200 12,209 35,061 35,750
Sales:
New units 16,912 26,934 44,108 61,305
Rental equipment 3,937 6,341 11,713 14,279
Delivery and installation 23,825 23,829 58,648 64,009
Other 2,326 3,142 5,900 7,166
------ ------ ------- -------
Total costs of sales and services 71,936 84,155 192,156 215,905
------ ------ ------- -------
Gross profit 45,402 53,127 133,716 157,341
------ ------ ------- -------
Selling, general and administrative expenses 18,550 19,736 57,536 63,714
Other depreciation and amortization 3,478 3,311 10,437 9,961
Interest, including amortization of deferred
financing costs 23,821 21,582 64,727 64,114
------ ------ ------- -------
Total operating expenses 45,849 44,629 132,700 137,789
------ ------ ------- -------
(Loss) income before income taxes (447) 8,498 1,016 19,552
Income tax (benefit) expense (177) 3,405 409 7,854
--- ----- --- -----
Net (loss) income $ (270) $ 5,093 $ 607 $ 11,698
=== ===== === ======
(Loss) earnings per common share $ (0.04) $ 0.82 $ 0.10 $ 1.89
==== ==== ==== ====
(Loss) earnings per common share,
assuming dilution $ (0.04) $ 0.78 $ 0.09 $ 1.79
==== ==== ==== ====
Weighted average shares outstanding 6,194,799 6,194,799 6,194,799 6,195,313
========= ========= ========= =========
See accompanying notes to consolidated financial statements.
3
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
Nine months ended September 30, 2003 and 2002
(Unaudited)
2003 2002
---- ----
(In thousands)
Cash flows from operating activities
Net income $ 607 $11,698
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 54,229 49,264
Provision for bad debts 1,747 2,403
Deferred income tax expense 313 7,738
Non-cash stock option compensation expense 1,705 3,113
Gain on sale of rental equipment (2,977) (4,291)
Decrease in trade accounts receivable 8,997 3,040
Increase in accounts payable and
accrued expenses 13,753 14,094
Other (6,757) (3,076)
----- -----
Net cash provided by operating activities 71,617 83,983
------ ------
Cash flows from investing activities
Rental equipment additions (39,650) (38,396)
Proceeds from sales of rental equipment 14,690 18,570
Purchases of property and equipment, net (6,798) (9,154)
Increase in goodwill (659) (761)
Net assets of businesses acquired (2,681) (6,412)
------ ------
Net cash used in investing activities (35,098) (36,153)
------ ------
Cash flows from financing activities
Proceeds from debt 477,888 1,007,417
Repayment of debt (507,521) (1,035,199)
Increase in deferred financing costs (7,449) (20,266)
Amortization of bond discount 268 238
Payment to acquire treasury stock -- (78)
------- ------
Net cash used in financing activities (36,814) (47,888)
Net effect of change in exchange rates 263 (76)
--- --
Net decrease in cash (32) (134)
Cash at beginning of period 429 586
--- ---
Cash at end of period $ 397 $ 452
=== ===
Supplemental cash flow information:
Cash paid for income taxes $ 432 $ 487
=== ===
Cash paid for interest $ 43,649 $ 43,367
====== ======
See accompanying notes to consolidated financial statements.
4
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
(Dollars in thousands, except share and per share amounts)
(1) ORGANIZATION AND BASIS OF PRESENTATION
Scotsman Holdings, Inc. (Holdings or the Company) was organized in
November, 1993 for the purpose of acquiring Williams Scotsman, Inc. (Scotsman).
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 the
debt of the Company are dependent upon the cash flow of Scotsman.
The operations of the Company consist primarily of the leasing and sale of
mobile offices, modular buildings and storage products (equipment) and their
delivery and installation.
(2) FINANCIAL STATEMENTS
The financial information referred to above has not been audited. In the
opinion of management, the unaudited financial statements contain all
adjustments (consisting only of normal, recurring adjustments) necessary to
present fairly the Company's financial position as of September 30, 2003, the
consolidated statements of operations for the nine and three months ended
September 30, 2003 and 2002, and the consolidated statements of cash flows for
the nine months ended September 30, 2003 and 2002. The results of operations for
the periods ended September 30, 2003 and 2002 are not necessarily indicative of
the operating results expected for the full year.
The balance sheet at December 31, 2002 has been derived from the audited
financial statements at that date, but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. 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. Certain prior year amounts
have been reclassified to conform to current year presentation.
5
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements (Continued)
(3) REVOLVING CREDIT FACILITY AND LONG-TERM DEBT
Debt consists of the following:
September 30, December 31,
2003 2002
---------- -----------
Borrowings under revolving credit facility $ 47,300 $ 197,691
Term loan 208,959 238,200
9.875% senior notes, net of
unamortized discount of $1,279 in 2003 548,721 548,454
and $1,546 in 2002 10.0% senior
secured notes 150,000 --
------- -------
$ 954,980 $ 984,345
======= =======
In August 2003, Scotsman issued $150 million of 10.0% senior secured notes
due 2008. The Company used the net proceeds of $145.4 million received from that
offering to repay $27.5 million of the term loan under the Company's credit
facility and repay $117.9 million of borrowings and terminate commitments under
its revolving credit facility. The 10.0% senior secured notes are fully and
unconditionally guaranteed on a senior secured second lien basis by Scotsman's
100% owned subsidiaries: Space Master International, Inc., Evergreen Mobile
Company, Truck & Trailer Sales, Inc. and Williams Scotsman of Canada, Inc.
Willscot, also a 100% owned subsidiary, has fully and unconditionally guaranteed
the senior secured notes on a subordinated secured second lien basis. These 100%
owned subsidiaries act as joint and several guarantors of the senior and senior
secured notes. See Note 1 for a description of the operations of Willscot. The
10.0% senior secured notes are due August 15, 2008 with interest payable
semi-annually on February 15 and August 15 of each year. On August 15, 2006, the
senior secured notes are redeemable at the option of the Company at a redemption
price of 105% for the following 12-month period. On August 15, 2007 the senior
secured notes are redeemable at the option of the Company at a redemption price
of 102.5% for the following twelve month period.
In August 2003, Scotsman also amended its credit facility. The amendment
modified certain financial ratios that the Company is required to maintain, as
follows:
o a consolidated leverage ratio that increases from 6.60 on the effective date
of the amendment to the credit facility to 6.75 on December 31, 2003
and decreases thereafter over time to 6.25;
o a consolidated interest coverage ratio of 1.70; and
o a minimum average annual utilization rate for its fleet ranging from 74% on or
prior to December 31, 2004 and 75% thereafter.
6
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(3) REVOLVING CREDIT FACILITY AND LONG-TERM DEBT (continued)
As a result of the term loan repayment and reduction in revolver
commitments, $2.5 million of deferred financing costs relating to the Company's
March 2002 refinancing were expensed during the third quarter of 2003 and are
included in interest expense.
(4) CHANGE IN ACCOUNTING ESTIMATE
In October 2002, the Company changed its estimated residual value from 50%
of capitalized costs to $1 for certain classroom units. Additionally, the
remaining estimated useful life for a portion of these units was reduced to 45
months. The effect of this change in estimate is an increase in depreciation
expense of approximately $600 and $1,800 and a decrease in net income of $350 or
$.06 per basic share and $.05 per diluted share, and $1,060 or $.17 per basic
share and $.16 per diluted share, for the three and nine month periods ended
September 30, 2003, respectively.
(5) STOCK BASED COMPENSATION EXPENSE
Pro forma information required by Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation," as amended by
Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure," has been determined as if the Company
had accounted for its employee stock options under the minimum value method of
that Statement. The minimum value for these options was estimated at the date of
grant by calculating the excess of the fair value of the stock at the date of
grant over the present value of both the exercise price and the expected
dividend payments, each discounted at the risk free rate, over the expected
exercise life of the option.
The following weighted average assumptions were used: risk-free interest
rate of 3.18% and 3.8% for 2003 and 2002, respectively, weighted average
expected life of the options of 5 years; and no dividends. In addition to the
pro forma expense on options granted, certain options were modified during the
nine month period ended September 30, 2003 and the three and nine month periods
ended September 30, 2002. In determining the pro forma expense related to these
modified options, the Company used the following assumptions: risk free interest
rates of 2.8 to 3.5%, expected life of options of 3 to 5 years, and no
dividends.
7
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements (Continued)
(5) STOCK BASED COMPENSATION EXPENSE (continued)
For purposes of pro forma disclosures, the estimated minimum value of the
options is amortized to expense over the options' vesting period. Note that the
effects of applying SFAS 123 for pro forma disclosure in the current period are
not necessarily representative of the effects on pro forma net income for future
periods. The Company's pro forma information follows:
Three Months Ended Nine Months Ended
September 30, September 30,
2003 2002 2003 2002
-------- --------- ------ ------
As Reported:
- -----------
Non-cash stock option
compensation expense, gross $ - $ 503 $1,705 $ 3,113
Net (loss) income (270) 5,093 607 11,698
(Loss) earnings Per Share-basic $ (0.04) $ 0.82 $ 0.10 $ 1.89
(Loss) earnings Per Share-diluted $ (0.04) $ 0.78 $ 0.09 $ 1.79
Pro forma Results:
- -----------------
Non-cash stock option
compensation expense, gross $ 16 $ 127 $ 120 $ 283
Net (loss) income (279) 5,323 1,557 13,431
Pro forma (loss) earnings
per share-basic $(0.05) $ 0.86 $ 0.25 $ 2.17
Pro forma (loss) earnings
per share-diluted $(0.04) $ 0.81 $ 0.24 $ 2.05
(6) GOODWILL AND OTHER INTANGIBLE ASSETS
Under SFAS No. 142 goodwill and certain identified intangibles with
indefinite lives are no longer amortized, rather they are subject to annual
impairment tests. The Company performed the required annual test during the
fourth quarter of 2002 and determined that goodwill was not impaired.
Amortization expense for the three and nine month periods ended September 30,
2003 was $.2 million and $.6 million, respectively, which represents the
amortization related to the identified intangible assets still required to be
amortized under SFAS No. 142.
These intangible assets include covenants not to compete and customer base,
which are being amortized on a straight line basis over periods of 24 to 228
months. Amortization expense relating to these identified intangibles for each
of the next five years is as follows:
2003 $713
2004 559
2005 548
2006 215
2007 142
8
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements (Continued)
(6) GOODWILL AND OTHER INTANGIBLE ASSETS (continued)
The following schedules detail the total amount of goodwill and other intangible assets for the
periods ended September 30, 2003 and December 31, 2002.
--------- September 30, 2003 --------- --------- December 31, 2002---------
Gross Net Gross Net
Carrying Accumulated Book Carrying Accumulated Book
Amount Amortization Value Amount Amortization Value
-------- ------------ ------- --------- ------------ -------
Goodwill $185,405 $15,587 $169,818 $184,518 $15,587 $168,931
Intangible
assets with
finite lives
---------------------
Non-
compete
agreements $3,491 $2,289 $1,202 $3,445 $1,795 $1,650
Customer
base 2,000 491 1,509 2,000 412 1,588
----- --- ----- ----- --- -----
$5,491 $2,780 $2,711 $5,445 $2,207 $3,238
===== ===== ===== ===== ===== =====
(7) COMPREHENSIVE INCOME
Total comprehensive income was $7,986 and $11,795 for the nine months ended September 30, 2003 and 2002,
respectively, and $(492) and $3,695 for the three months ended September 30, 2003 and 2002, respectively
which includes net income and the change in the foreign currency translation adjustment. The chang e in
foreign currency translation is determined by the volatility of the current exchange rate at the
balance sheet date. (For further discussion of foreign currency translation, see Critical Accounting
Policies and Estimates.) A summary of the components of comprehensive income for the three and nine months
ended September 30, 2003 and 2002 is presented below.
Three Months Ended September 30, Nine Months Ended September 30,
------------------------------- -------------------------------
2003 2002 2003 2002
---- ---- ---- ----
Net (loss) income $ (270) $5,093 $ 607 $11,698
Change in currency translation (222) (1,398) 7,379 97
--- ----- ----- ------
Comprehensive (loss) income $ (492) $3,695 $7,986 $11,795
=== ===== ===== ======
9
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements (Continued)
(8) EARNINGS AND DIVIDENDS PER SHARE
Earnings per common share is computed by dividing net income 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:
Three months ended Nine months ended
September 30, September 30,
----------------------- ----------------------
2003 2002 2003 2002
---- ---- ---- ----
Weighted-average shares -
basic earnings per share 6,194,799 6,194,799 6,194,799 6,195,313
Effect of employee stock
options 344,977 348,483 346,641 347,853
--------- --------- --------- ---------
Weighted-average shares -
diluted earnings per share 6,539,776 6,543,282 6,541,440 6,543,166
========= ========= ========= =========
10
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Forward Looking Statements
The following discussion and analysis should be read in conjunction with
the unaudited consolidated financial statements included elsewhere in this
report. The terms "company," "we," "our," and "us" refer to Scotsman Holdings,
Inc. and its subsidiary. The following discussion and analysis contains
forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those contained in our
Annual Report on Form 10-K for the year ended December 31, 2002 under the
headings "Business", "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere in that report. See the Safe
Harbor Statement at the beginning of this report.
Critical Accounting Policies and Estimates
General. This discussion and analysis of our financial condition and
results of operations is based upon our unaudited consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent liabilities. On an on-going basis, we evaluate estimates, including
those related to depreciation of rental equipment, bad debts, contingencies and
litigation, intangible assets, and income taxes. We base our estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of the consolidated
financial statements. A critical accounting policy is one which is both
important to the portrayal of a company's financial condition and results, and
requires management's most difficult, subjective or complex judgments, often as
a result of the need to make estimates about the effect of matters that are
inherently uncertain.
Depreciation of rental equipment. We depreciate rental equipment over its
estimated useful life, after giving effect to an estimated salvage value. The
useful life of our rental equipment is determined based on our estimate of the
period over which the asset will generate revenue (generally 20 years), and the
residual value (typically 50% of original cost) is determined based on our
estimate of the minimum value we could realize from the asset after this period.
The lives and residual values are subject to periodic evaluation and may be
affected by, among other factors, changes in building codes, legislation,
regulations, local permitting and internal factors which may include, but are
not limited to, changes in equipment specifications or maintenance policies. If
these estimates change in the future, we may be required to recognize increased
or decreased depreciation expense for these assets. See Note 4 for a description
of a change in accounting estimate associated with certain classroom units.
Allowance for doubtful accounts. We are required to estimate the
collectibility of our trade receivables. Accordingly, allowances for doubtful
accounts are maintained for estimated losses resulting from the inability of our
customers to make required payments. We evaluate a variety of factors in
assessing the ultimate realization of these receivables including the current
11
credit-worthiness of customers. The allowance for doubtful accounts is
determined based on historical collection results in addition to an ongoing
review of specific customers. If the financial condition of our customers were
to deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required, resulting in decreased net income.
Contingencies. We are subject to proceedings, lawsuits, and other claims
related to environmental, product and other matters, and are required to assess
the likelihood of any adverse judgments or outcomes to these matters as well as
potential ranges of probable losses. A determination of the amount of reserves
required, if any, for these contingencies is made after analysis of each
individual matter. The required reserves may change in the future due to new
developments in each matter or changes in approach such as a change in
settlement strategy in dealing with these matters.
Goodwill and Other Intangible Asset Impairment. We have significant
intangible assets related to goodwill and other acquired intangibles. The
determination of related estimated useful lives and whether or not these assets
are impaired involves significant judgments. After adopting SFAS 142 in 2002,
goodwill was determined not to be impaired. Future changes in strategy and/or
market conditions could significantly impact these judgments and require
adjustments to recorded asset balances.
Foreign Currency Translation. We use the exchange rate effective at the
close of business on the balance sheet date to translate our foreign
subsidiary's balance sheet and an average rate for the reporting period to
translate the results of operations. The cumulative effect of changes in
exchange rates is recognized in a separate line in the equity section of the
balance sheet.
Income Taxes. We are required to estimate income taxes in each of the
jurisdictions in which we operate. The process involves estimating actual
current tax expense along with assessing temporary differences resulting from
differing treatment of items for book and tax purposes. These timing differences
result in deferred tax assets and liabilities, which are included in our
unaudited consolidated balance sheet. We record a valuation allowance to reduce
our deferred tax assets to the amount that is more likely than not to be
realized. We have considered future taxable income and ongoing tax planning
strategies in assessing the need for the valuation allowance.
Results of Operations
Three Months Ended September 30, 2003 Compared with Three Months Ended
September 30, 2002.
Revenues in the quarter ended September 30, 2003 were $117.3 million; a
$19.9 million or 14.5% decrease from revenues of $137.3 million in the same
period of 2002. The decrease resulted primarily from a $11.9 million or 37.1%
decrease in sales of new units, a $3.4 million or 40.0% decrease in sales of
rental equipment, a $2.6 million or 4.6% decrease in leasing revenue, and a $1.5
million or 12.4% decrease in other revenue from the same period in 2002. The
decrease in sales of new units is the result of delays experienced with some of
our large projects. The decrease in sales of rental equipment and other revenue
is the result of the non-recurrence of several large school projects. Other
revenue includes a gain of approximately $1 million from the sale of one of our
branch properties. The decrease in leasing revenue is attributable to the
continued soft economic conditions and competitive pricing pressures. The
average monthly rental rate decreased approximately 4.5% to $248 from $260 in
the same period in 2002.
12
Gross profit for the quarter ended September 30, 2003 was $45.4 million, a
$7.7 million or 14.5% decrease from the third quarter 2002 gross profit of $53.1
million. This decrease is primarily a result of a 11.2% decrease in leasing
gross profit of $3.6 million, and a 36.8% or $1.8 million decrease in new unit
sales gross profit. Excluding depreciation and amortization, leasing margins
decreased by 2.9% to 75.3%. The decreases in new unit sales and leasing gross
profit dollars are the result of the decreases in revenues described above.
Furthermore, $1 million, or 1.9% of the leasing gross profit decrease is
attributable to an increase in the cost of leasing, primarily refurbishment and
maintenance expenses, as compared to the same period in 2002.
Selling, general and administrative (SG&A) expenses for the quarter ended
September 30, 2003 decreased by $1.2 million or 6.0% to $18.6 million from $19.7
million in the same period 2002. This was achieved by continuing our cost
control initiatives, primarily reductions in personnel related costs, as well as
a $.5 million reduction in stock option compensation expense for the quarter.
Interest expense increased by $2.2 million or 10.4% to $23.8 million in
2003 from the same period in 2002. This increase is the result of (a) interest
expense of $1.8 million on the additional $150 million of 10% senior secured
notes and (b) $2.5 million of deferred financing costs expensed during the
quarter (See Note 3 for Revolving Credit Facility and Long Term Debt), offset by
a decrease in interest on Scotsman's variable rate debt of $2.3 million as a
result of lower average balances.
Nine Months Ended September 30, 2003 Compared with Nine Months Ended
September 30, 2002.
Revenues in the nine months ended September 30, 2003 were $325.9 million, a
$47.4 million or 12.7% decrease from revenues of $373.2 million in the same
period of 2002. The decrease resulted from a $20.4 million or 27.9% decrease in
sales of new units, an $11.2 million or 6.5% decrease in leasing revenue, and a
$9.4 million or 12.2% decrease in delivery and installation revenue. The
decrease in leasing revenue is attributable to the continued soft economic
conditions, which impacted fleet utilization, as well as competitive pricing
pressures. Average fleet utilization decreased 2% to 76%, and the average
monthly rental rate decreased approximately 4.6% to $251 from $263 in the same
period in 2002. The decreases in delivery and installation and new unit sales
revenues were in part due to a non-recurring large school project in 2002, which
accounted for 15% of the decrease in these revenues over the same period in
2002. In addition, the impact of severe weather, particularly in the
mid-Atlantic and northeastern parts of the United States, and the growing effect
of state budget issues in certain parts of the country have produced some delays
of projects and initiatives that affected the Company's operating results for
the first nine months of 2003.
Gross profit for the nine months ended September 30, 2003 was $133.7
million, a $23.6 million or 15.0% decrease from $157.3 million in the same
period of 2002. This decrease is primarily a result of a 13.5% decrease in
leasing gross profit of $13.8 million, a 29.9% or $4.1 million decrease in
delivery and installation gross profit, and a 27.3% or $3.2 million decrease in
sales of new units. The decrease in leasing gross profit is primarily a result
of the decrease in leasing revenue described above. Consequently, leasing
margins, excluding depreciation and amortization, decreased by 1.0% to 78.2%.
The decrease in new unit sales and delivery and installation gross profit
dollars is the result of the non-recurrence of a major classroom project, as
well as weather related delays, state budget issues, redeployment costs and
continued soft economic conditions.
SG&A expenses for the nine months ended September 30, 2003 were $57.5
million, a $6.2 million or 9.7% decrease from SG&A expenses of $63.7 million for
the same period in 2002. This was achieved by continuing our cost control
initiatives, primarily reductions in personnel related costs, as well as a $1.4
million reduction in stock option compensation expense for the nine months ended
September 30, 2003.
13
Interest expense increased by $.6 million or 1.0% to $64.7 million for the
nine months ended September 30, 2003 from $64.1 million in the same period in
2002. This increase is the result of (a) interest expense of $3.8 million on the
additional $150 million of 10.0% senior secured notes and 9.875% senior notes
issued in August 2003 and February 2002, respectively and (b) an increase of $.9
million of deferred financing costs that were expensed, offset by (c) a decrease
in interest on Scotsman's variable rate debt of $3.9 million as a result of
lower average balances.
Liquidity and Capital Resources
During the nine months ended September 30, 2003 and 2002, our principal
source of funds consisted of cash flow from operating activities of $71.6
million and $84.0 million, respectively. These were largely generated by the
rental of units from our lease fleet and sales of new mobile office units. Cash
generated from operating activities was used to fund capital expenditures and to
reduce existing debt under our credit agreement.
Our Adjusted EBITDA for the nine months ended September 30, 2003 decreased
by $15.5 million or 11.9% to $114.6 million in 2003 compared to $130.1 million
for the same period in 2002. This decrease in Adjusted EBITDA is primarily the
result of the revenue declines described above. Adjusted EBITDA is defined as
earnings before deducting interest, income taxes, depreciation, amortization and
non-cash charges. Non-cash charges for the first nine months of 2003 and 2002
consist of non-cash stock option compensation expense of approximately $1.7
million and $3.1million, respectively. We utilize Adjusted EBITDA when
interpreting operating trends and results of operations of our core business
operations. Accordingly, we believe that Adjusted EBITDA provides additional
information with respect to our overall operating performance and our ability to
incur and service debt, make capital expenditures and meet working capital
requirements. However, Adjusted EBITDA should not be considered in isolation or
as a substitute to cash flow from operations, net income, or other measures of
performance prepared in accordance with generally accepted accounting principles
or as a measure of a company's profitability or liquidity. Because Adjusted
EBITDA excludes some, but not all, items that affect net income and may vary
among companies, the Adjusted EBITDA mentioned above may not be comparable to
similarly titled measures of other companies.
14
The table below reconciles Adjusted EBITDA Nine Months to cash flow from
operating activities, the Ended most directly comparable GAAP measure (in
thousands), and presents our cash flow used in investing activities and cash
flow used in financing activities.
September 30, 2003 September 30, 2002
------------------ ------------------
Adjusted EBITDA $114,611 $130,136
Decrease in receivables, net 10,744 5,443
Decrease in accounts payable and
accrued expenses
(259) (571)
Interest paid (43,649) (43,367)
(Increase) decrease in other assets (7,165) 3,612
Increase (decrease) in other liabilities 312 (6,979)
Gain on sale of rental equipment (2,977) (4,291)
------ ------
Cash flow from operating activities $ 71,617 $ 83,983
====== ======
Other Data:
Cash flow used in investing activities $(35,098) $(36,153)
====== ======
Cash flow used in financing activities $(36,814) $(47,888)
====== ======
Cash flow used in investing activities was $35.1 million and $36.2 million
for the nine months ended September 30, 2003 and 2002, respectively. Our primary
capital expenditures are for the discretionary purchase of new units for the
lease fleet and units purchased through acquisitions. We seek to maintain our
lease fleet in good condition at all times and generally increase the size of
our lease fleet only in those local or regional markets experiencing economic
growth and established unit demand.
Cash used in financing activities was $36.8 million and $47.9 million for
the nine months ended September 30, 2003 and 2002, respectively. For the first
nine months of 2003 and 2002, cash flow of $29.6 million and $27.8 million,
respectively, was used for net repayments of debt under Scotsman's revolving
credit facility. For the nine months ended September 30, 2002, cash used in
financing activities also included $20.3 million for deferred financing fees
incurred relating to the issuance of additional 9.875% senior notes and the new
credit facility established in the first quarter of that year.
In light of continued economic challenges we have implemented a series of
initiatives, including staff reductions, elimination of our matching of employee
contributions to their 401(k) accounts, general cost reductions, and intensified
management of working capital. During the second quarter, we also sold $4.6
million of finance leases. In August 2003, we issued $150 million of 10.0%
senior secured notes due 2008. Net proceeds from the issuance were used to repay
term and revolver borrowings under our credit agreement. Also in the month of
August, we amended certain financial ratios under our bank credit facility,
including (1) increasing the permitted maximum leverage ratio, (2) decreasing
the required utilization rate, and (3) decreasing the minimum interest coverage
ratio. (See Note 3 for Revolving Credit Facility and Long Term Debt.) These
steps are geared toward improving the company's underlying liquidity,
profitability, and performance.
We believe that we will have sufficient liquidity under our revolving line
of credit and from cash generated from operations to fund our operations for the
next 12 months. Availability under our credit agreement at September 30, 2003
was $84,612 and depends upon our continued compliance with certain covenants,
15
including, leverage, interest coverage, and utilization ratios, as well as
restrictions on the amount of dividends that the Company can pay to Holdings.
The failure to maintain the required ratios would result in us not being able to
borrow under the credit agreement and, if not cured within the grace periods,
would result in an default under the credit agreement. We are currently in
compliance with all financial covenants. For the twelve month period ended
September 30, 2003, our actual Consolidated Leverage Ratio was 6.06 as compared
to the maximum covenant requirement of 6.60 and our actual Consolidated Interest
Coverage Ratio was 2.03 as compared to the minimum covenant requirement of 1.70.
The Consolidated Leverage Ratio was calculated by dividing the September 30,
2003 consolidated debt balance of $954, 980 by Consolidated EBITDA for the
twelve month period ended September 30, 2003. The Consolidated Interest Coverage
Ratio was calculated by dividing Consolidated EBITDA for the twelve month period
ended September 30, 2003 by interest expense as defined in the credit agreement
of $77,320. Consolidated EBITDA, calculated in accordance with the credit
agreement, was $156,868 for Consolidated Interest Coverage Ratio calculation
purposes. For Consolidated Leverage Ratio calculation purposes Consolidated
EBITDA of $156,868 is further adjusted to include $646 relating to entities we
acquired during the calculation period. Consolidated EBITDA represents
consolidated net income plus consolidated interest, tax, depreciation and
amortization expenses, and excludes gains and losses on sales of fixed assets
and any other non-cash items. It is used in determining our compliance with the
financial ratios required by our agreement. Consolidated EBITDA should not be
considered in isolation or as a substitute to cash flow from operating
activities, net income or other measures of performance prepared in accordance
with generally accepted accounting principles or as a measure of a company's
profitability or liquidity.
Although not required by our credit agreement, if cash flow from operating
activities, the most directly comparable GAAP measure, were used in these
calculations instead of Consolidated EBITDA, our leverage ratio and interest
coverage ratios would have been 11.04 and 1.12, respectively.
The table below reconciles Consolidated EBITDA, calculated pursuant to the
credit agreement, for the twelve months ended September 30, 2003 to cash flow
from operating activities, the most directly comparable GAAP measure (in
thousands).
Twelve Months Ended
September 30, 2003
-------------------
Consolidated EBITDA $157,514
Decrease in receivables, net 15,735
Increase in accounts payable and accrued expense 1,773
Interest paid (77,026)
Decrease in other assets (7,530)
Increase in other liabilities 362
Gain on sale of rental equipment (3,682)
--
Proforma EBITDA impact of acquisitions (646)
------
Cash flow from operating activities $ 86,500
======
16
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Our Chief Executive Officer and Chief Financial Officer
have concluded, based on their evaluation, as of the end
of the period covered by this report, that our disclosure
controls and procedures (as defined in the Securities
Exchange Act of 1934 Rules 13a - 15(e) and 15d - 15(e))
are (1) effective to ensure that material information
required to be disclosed by us in reports filed or
submitted by us under the Securities Exchange Act of 1934,
as amended, is recorded, processed, summarized and
reported within the time periods specified in the SEC's
rules and forms, and (2) designed to ensure that material
information required to be disclosed by us in such reports
is accumulated, organized and communicated to our
management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.
(b) Changes in Internal Control Over Financial Reporting.
There has been no change in the Company's internal control
over financial reporting (as defined in the Securities
Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f)) that
occurred during the Company's most recent fiscal quarter
that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over
financial reporting.
It should be noted that any system of controls, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system will be met. In addition, the design of any control
system is based in part upon certain assumptions about the likelihood of future
events. Because of these and other inherent limitations of control systems,
there is only reasonable assurance that our controls will succeed in achieving
their stated goals under all potential future conditions.
17
PART II - OTHER INFORMATION
Item 5. Other Information.
The Company is not required to file reports with the Securities and
Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, but is filing this Quarterly Report on Form
10-Q on a voluntary basis. Accordingly, it is not an "issuer" among as defined
in Section 2(a)(7) of the Sarbanes-Oxley Act of 2002.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
(4.1) Registration Rights Agreement, dated as of August 18, 2003,
among Scotsman, the Guarantors named there in, the
Subordinated Guarantor named therein and Deutsche Bank
Securities Inc., Bank of America Securities LLC, CIBC
World Market Corp. and Fleet Securities, Inc., as
initial purchasers (incorporated by reference to
Exhibit 4.2 to the Form S-4 filed on October 3, 2003 by
Scotsman (Commission file no. 333-109448)).
(4.2) Indenture, dated as of August 18, 2003 among Scotsman, the
Guarantors named therein, the Subordinated Guarantor named
therein and the U.S. Bank National Association as trustee,
including exhibits thereto, the form of the initial note and
the form of the exchange note (incorporated by reference to
Exhibit 4.3 to the Form S-4 filed on October 3, 2003 by
Scotsman (Commission file no. 333-109448)).
(4.3) Amended and Restated U.S. Pledge Agreement, dated as of March
26, 2002 and amended and restated as of August 18, 2003, among
Scotsman Holdings, Inc., Scotsman, the Guarantors named
therein, the Subordinated Guarantor named therein and Deutsche
Bank Trust Company Americas, and acknowledged by U.S. Bank
National Association as the trustee (incorporated by reference
to Exhibit 4.4 to the Form S-4 filed on October 3, 2003 by
Scotsman (Commission file no. 333-109448)).
(4.4) Amended and Restated U.S. Security Agreement, dated as of
March 26, 2002, and amended and restated as of August 18,
2003, among Scotsman Holdings, Inc., Scotsman, the Guarantors
named therein, the Collateral Agent and acknowledged by the
Trustee (incorporated by reference to Exhibit 4.5 to the Form
S-4 filed on October 3, 2003 by Scotsman (Commission file no.
333-109448)).
(4.5) Canadian Security Agreement among Williams Scotsman of Canada,
Deutsche Bank Trust Company America, Truck & Trailer Sales,
Inc., Evergreen Mobile Company and BT Commercial Corporation
(incorporated by reference to Exhibit 4.6 to the Form S-4
filed on October 3, 2003 by Scotsman (Commission file no.
333-109448)).
(4.6) Intercreditor Agreement among Deutsche Bank Trust Company
Americas and U.S. Bank National Association (incorporated
by reference to Exhibit 4.7 to the Form S-4 filed on
October 3, 2003 by Scotsman (Commission file no.
333-109448)).
(10.1) Second Amendment dated as of August 11, 2003, among Scotsman
Holdings, Inc., Scotsman, the lenders from time to time party
18
to the credit agreement and Deutsche Bank Trust Company
Americas, as Administrative Agent (incorporated by reference
to Exhibit 10.1 of Scotsman's Current Report on Form 8-K dated
August 27, 2003 (Commission file no. 033-68444)).
(31.1) The Certification of Gerard E. Holthaus, required by
Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a)
(17 CFR 240.15d-14(a)).
(31.2) The Certification of John C. Cantlin, required by Rule
13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a)
(17 CFR 240.15d-14(a)).
(b) Reports on Form 8-K.
None.
19
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. Holthaus
----------------------
Gerard E. Holthaus
Chief Executive Officer
Dated: November 12, 2003
By: /s/ John C. Cantlin
-----------------------
John C. Cantlin
Chief Financial Officer
Dated: November 12, 2003
20
Exhibit (31.1)
CERTIFICATION
I, Gerard E. Holthaus, Chief Executive Officer, certify, that:
(1) I have reviewed this report on Form 10-Q of
Scotsman Holdings, Inc.;
(2) Based on my knowledge, this report does not
contain any untrue statement of a material fact
or omit to state a material fact necessary to
make the statements made, in light of the
circumstances under which such statements were
made, not misleading with respect to the period
covered by this report;
(3) Based on my knowledge, the financial statements,
and other financial information included in this
report, fairly present in all material respects
the financial condition, results of operations
and cash flows of the registrant as of, and for,
the periods presented in this report;
(4) The registrant's other certifying officer and I
are responsible for establishing and maintaining
disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the registrant and have:
a) Designed such disclosure controls and
procedures or caused such disclosure
controls and procedures to be designed
under our supervision, to ensure that
material information relating to the
registrant, including its consolidated
subsidiaries, is made known to us by
others within those entities,
particularly during the period in which
this report is being prepared;
b) Evaluated the effectiveness of the
registrant's disclosure controls and
procedures and presented in this report
our conclusions about the effectiveness
of the disclosure controls and
procedures, as of the end of the period
covered by this report based on such
evaluation; and
c) Disclosed in this report any change in
the registrant's internal control over
financial reporting that occurred
during the registrant's most recent
fiscal quarter that has materially
affected, or is reasonably likely to
materially affect, the registrant's
internal control over financial
reporting;
21
(5) The registrant's other certifying officer and I
have disclosed, based on our most recent
evaluation of internal control over financial
reporting, to the registrant's auditors and the
audit committee of registrant's board of
directors (or persons performing the equivalent
function):
a) All significant deficiencies and
material weaknesses in the design or
operation of internal control over
financial reporting which are reasonably
likely to adversely affect the
registrant's ability to record, process,
summarize and report financial
information; and
b) Any fraud, whether or not material, that
involves management or other employees
who have a significant role in the
registrant's internal control over
financial reporting.
/s/ Gerard E. Holthaus
Gerard E. Holthaus
Chief Executive Officer
November 12, 2003
22
Exhibit (31.2)
CERTIFICATION
I, John C. Cantlin, Chief Financial Officer, certify, that:
(1) I have reviewed this report on Form 10-Q of
Scotsman Holdings, Inc.;
(2) Based on my knowledge, this report does not
contain any untrue statement of a material fact
or omit to state a material fact necessary to
make the statements made, in light of the
circumstances under which such statements were
made, not misleading with respect to the period
covered by this report;
(3) Based on my knowledge, the financial statements,
and other financial information included in this
report, fairly present in all material respects
the financial condition, results of operations
and cash flows of the registrant as of, and for,
the periods presented in this report;
(4) The registrant's other certifying officer and I
are responsible for establishing and maintaining
disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the registrant and have:
a) Designed such disclosure controls and
procedures or caused such disclosure
controls and procedures to be designed
under our supervision, to ensure that
material information relating to the
registrant, including its consolidated
subsidiaries, is made known to us by
others within those entities,
particularly during the period in which
this report is being prepared;
b) Evaluated the effectiveness of the
registrant's disclosure controls and
procedures and presented in this report
our conclusions about the effectiveness
of the disclosure controls and
procedures, as of the end of the period
covered by this report based on such
evaluation; and
c) Disclosed in this report any change in
the registrant's internal control over
financial reporting that occurred
during the registrant's most recent
fiscal quarter that has materially
affected, or is reasonably likely to
materially affect, the registrant's
internal control over financial
reporting;
23
(5) The registrant's other certifying officer and I
have disclosed, based on our most recent
evaluation of internal control over financial
reporting, to the registrant's auditors and the
audit committee of registrant's board of
directors (or persons performing the equivalent
function):
a) All significant deficiencies and
material weaknesses in the design or
operation of internal control over
financial reporting which are reasonably
likely to adversely affect the
registrant's ability to record, process,
summarize and report financial
information; and
b) Any fraud, whether or not material, that
involves management or other employees
who have a significant role in the
registrant's internal control over
financial reporting.
/s/ John C. Cantlin
------------------------
John C. Cantlin
Chief Financial Officer
November 12, 2003
24