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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission File Number: 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)
Registrants' telephone number, including area code: (410) 931-6000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
None None
- ------------------------------------------- -----------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of class)
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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of March 30, 2001, 6,196,674 shares of common stock ("Common Stock") of
the Registrant were outstanding.
PART I
Item 1. Business
General
Scotsman Holdings, Inc. ("Holdings" or the "Company") was incorporated
under the laws of Delaware 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, the Company is dependent upon the cash flows of Scotsman
for all its cash needs. Founded in 1946, Scotsman is the second largest lessor
of mobile office and storage units in the United States with over 88,000 units
leased through 88 branch offices in 39 states and Canada. The Company's fleet
provides high quality, cost-effective relocatable space solutions to over 25,000
customers in over 470 industries including construction, education, healthcare
and retail. In addition to its core leasing operations, Scotsman sells new and
previously leased mobile office units and provides delivery, installation and
other ancillary products and services.
Scotsman's mobile office fleet is generally comprised of standardized,
versatile products that can be configured to meet a wide variety of customer
needs. The units are fitted with axles and hitches and are towed to various
locations. Most units are wood frame construction, contain materials used in
conventional buildings, and are equipped with air conditioning and heating,
electrical outlets and, where necessary, plumbing facilities. Mobile office
units are durable and have an estimated useful life of 20 years. Storage
products are windowless and are typically used for secure storage space. There
are generally two types: ground-level entry storage containers and storage
trailers with axles and wheels. The basic storage unit features a roll-up or
swing door at one end. Units are made of heavy exterior metals for security and
water tightness. The average age of Scotsman's fleet of mobile office units is
approximately 7 years while the average age of the total fleet is approximately
8 years.
Based on its experience, management estimates that the U.S. mobile office
industry (excluding manufacturing operations) exceeds $2.5 billion and has been
growing in recent years. This growth has been primarily driven by population
shifts, demographic trends, economic expansion, and the increased demand for
outsourcing space needs (for example, school expansion programs, construction
starts, recreation and entertainment activities). By outsourcing their space
needs, Scotsman's customers are able to achieve flexibility, preserve capital
for core operations, and convert fixed costs into variable costs.
Scotsman purchases its new mobile office units through third-party
suppliers and purchases storage units in the aftermarket directly from shipping
companies or through brokers. Scotsman believes there are numerous
manufacturers and suppliers of mobile office and storage units which supply
these products at competitive prices throughout the United States. Scotsman
anticipates being able to procure an adequate supply of product on acceptable
terms to meet projected customer requirements. Scotsman does not believe that
the loss of any one of its suppliers would have a material adverse effect on its
operations.
1
Forward Looking Statements
Certain statements in this Form 10-K for the year ended December 31, 2000
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such forward-
looking statements involve known and unknown risks, uncertainties and other
factors which may cause actual results to differ materially from future results
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: substantial leverage and the ability to service
debt; changing market trends in the mobile office industry; general economic and
business conditions including a prolonged or substantial recession; the ability
to finance fleet and branch expansion, locate and finance acquisitions, and
integrate recently acquired businesses into the Company; the ability of the
Company to implement its business and growth strategy and maintain and enhance
its competitive strengths; the ability of the Company to obtain financing for
general corporate purposes; intense industry competition; availability of key
personnel; industry over-capacity; and changes in, or the failure to comply
with, government regulations. No assurance can be given as to future results
and neither the Company nor any other person assumes responsibility for the
accuracy and completeness of these forward-looking statements. Consequently,
you should not place undue reliance on such forward-looking statements, which
speak only as of the date hereof. The Company undertakes no obligation to
publicly release the result of any revision to these forward-looking statements
that may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
Acquisition of Evergreen Mobile Company
On February 1, 1999, Scotsman acquired all of the outstanding stock of
Evergreen Mobile Company, a privately held Washington corporation ("Evergreen"),
at a net purchase price of $36.2 million, in a transaction accounted for under
the purchase method of accounting. At the time of the acquisition, Evergreen
was the largest mobile office dealer in the state of Washington with a fleet of
approximately 2,000 units. (See note 1 of the Notes to Consolidated Financial
Statements.) The acquisition was financed with borrowings under the Company's
amended credit facility.
2
Acquisition of Space Master International, Inc.
On September 1, 1998, Scotsman acquired all of the outstanding stock of
Space Master International, Inc., a privately held Georgia corporation ("SMI"),
at a net purchase price of $272.7 million, in a transaction accounted for under
the purchase method of accounting. At the time of the acquisition, SMI was the
third largest company in the U.S. mobile office industry ranked by fleet size,
with a lease fleet of approximately 12,800 units through a network of 26
branches in 13 states, concentrated in the Southeast. (See note 1 of the Notes
to Consolidated Financial Statements.) The acquisition was financed in part
with borrowings under Scotsman's amended credit facility and in part with
proceeds from the issuance of 1,278,939 shares of Holdings common stock (at a
price of $50.67 per share) to its equity sponsors Cypress Merchant Banking
Partners L.P., Cypress Offshore Partners L.P., Scotsman Partners, L.P. and
Odyssey Investment Partners Fund, LP.
Recapitalization
Pursuant to a recapitalization agreement, on May 22, 1997, the Company (i)
repurchased 3,210,679 shares of its outstanding common stock for an aggregate of
approximately $293.8 million in cash and approximately $21.8 million in
promissory notes which were repaid in January 1998 and (ii) issued 1,475,410
shares of common stock for an aggregate of approximately $135.0 million in cash.
Such amounts have not been restated for the three-for-one stock split granted by
the Company in December 1997. In related transactions, the Company and Scotsman
purchased or repaid all of the outstanding indebtedness. In conjunction with
the debt extinguishment, Scotsman recognized an extraordinary loss of $13.7
million. The transactions described above are collectively referred to herein
as the "Recapitalization".
In connection with the Recapitalization, (i) Scotsman accelerated the
payment of deferred compensation under its long term incentive plan, (ii) all
outstanding stock options under the Company's employee stock option plan vested
and became immediately exercisable and (iii) Scotsman canceled a portion of the
outstanding stock options. Accordingly, the Company recognized $5.1 million of
Recapitalization expenses including $2.5 million in connection with the
acceleration of deferred compensation and $2.6 million in connection with the
cancellation of the stock options.
In order to finance the Recapitalization, Scotsman issued $400 million in
9.875% senior notes due 2007 and entered into a $300 million revolving bank
facility. Scotsman paid a dividend of $178.7 million to the Company to pay
Recapitalization expenses, to repurchase common stock and to purchase certain
notes.
3
Operating Strategy
Due to the local and regional nature of its business, Scotsman's goals are
to become the leader in each of the local markets in which it competes and to
expand its coverage to additional local markets. To achieve market leadership,
Scotsman has implemented a strategy which emphasizes (i) superior service, (ii)
a well-maintained, readily-available and versatile lease fleet, (iii) effective
fleet management using proprietary information systems, and (iv) targeted
marketing through an experienced and motivated sales force. Scotsman believes
that it is generally the first or second largest provider of relocatable space
in each of its regional markets as measured by lease fleet size and revenues.
Scotsman's branch offices are distributed throughout the United States and are
located in a majority of the major metropolitan areas.
Management's business and growth strategy includes the following:
Fleet and Branch Expansion. Scotsman plans to continue to capitalize on
the industry's favorable growth trends by increasing customer penetration and
fleet size in existing markets. In addition, Scotsman plans to open branches in
new markets where positive business fundamentals exist. From January 1, 1998 to
December 31, 2000, Scotsman increased its number of branches from 72 to 88 and
the number of units from approximately 47,100 to 88,200 as a result of
acquisitions and general fleet expansion.
Selective Fleet Acquisitions. To complement its fleet and branch
expansion, Scotsman plans to capitalize on the industry's fragmentation and
expand its geographic coverage by making selective acquisitions of mobile
offices and storage product lease fleets. From January 1, 1998 to December 31,
2000, Scotsman made six acquisitions of approximately 19,200 units for a total
purchase price of $327.8 million, including the purchase of SMI in 1998, which
added approximately 12,800 mobile office units at a total purchase price of
$272.7 million. Units added through acquisitions have accounted for
approximately 55% of the value of Scotsman's total fleet purchases during this
period (approximately 17% excluding SMI).
Ancillary Products and Services. Scotsman continues to identify new
applications for its existing products, diversify into new product offerings and
deliver ancillary products and services to leverage Scotsman's existing branch
network. For example, in 1996, Scotsman began focusing on the expanding market
for storage product units, which are used for secured storage space. Since
January 1, 1996, Scotsman has grown its storage product fleet by nearly 15,000
units, through direct purchases as well as eight acquisitions which totaled
approximately 5,900 storage units. Ancillary products and services include:
the rental of steps, furniture, ramps and security systems; sales of parts and
supplies; and charges for granting insurance waivers and for damage billings.
4
Competition
Although Scotsman's competition varies significantly by market, the mobile
office industry, in general, is highly competitive. Scotsman competes primarily
in terms of product availability, customer service and price. Scotsman believes
that its reputation for customer service and its ability to offer a wide
selection of units suitable for many uses at competitive prices allow it to
compete effectively. However, certain of Scotsman's competitors are less
leveraged, have greater market share or product availability in a given market
and have greater financial resources than Scotsman.
Employees
At December 31, 2000, Scotsman employed approximately 1,200 persons. None
of Scotsman's employees are covered by a collective bargaining agreement.
Scotsman considers its relationship with its employees to be good.
The Company has no employees other than its officers, all of whom are also
officers of Scotsman.
Regulatory Matters
Scotsman must comply with various federal, state and local environmental,
health and safety laws and regulations in connection with its operations.
Scotsman believes that it is in substantial compliance with these laws and
regulations. In addition to compliance costs, Scotsman may incur costs related
to alleged environmental damage associated with past or current properties owned
or leased by Scotsman. The Company believes that its liability, if any, for any
environmental remediation will have no material adverse effect on its financial
condition.
A portion of Scotsman's units is subject to regulation in certain states
under motor vehicle and similar registration and certificate of title statutes.
Scotsman believes that it has complied in all material respects with all motor
vehicle registration and similar certificate of title statutes in states where
such statutes clearly apply to mobile office units. If laws in other states are
changed to require registration, Scotsman could be subject to additional costs,
fees and taxes. Scotsman does not believe that these costs would be material to
its financial condition.
5
Item 2. Properties
Scotsman's headquarters is a three-story modular office structure located
on 3.1 acres in suburban Baltimore, Maryland. Additionally, Scotsman leases
approximately 60% of its 88 branch locations and owns the balance. Management
believes that none of Scotsman's leased facilities, individually, is material to
the operations of Scotsman.
Item 3. Legal Proceedings
Scotsman is involved in certain legal actions arising in the ordinary
course of business. Scotsman believes that none of these actions, either
individually or in the aggregate, will have a material adverse effect on
Scotsman's business, results of operations or financial condition.
The Company is not a party to any legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
None.
6
PART II
Item 5. Market for Registrant's Common Equity and Related Shareholder Matters
There is no established public trading market for Holdings' Common Stock.
Scotsman does not intend to pay any dividends except for the normal
operating expenses of Holdings, but reserves the right to do so. Scotsman's
ability to pay dividends to Holdings is limited to amounts for corporate and
administrative expenses. (See Note 4 of Notes to the Company's Consolidated
Financial Statements.)
Pursuant to the Scotsman Holdings, Inc. Amended and Restated 1997 Employee
Stock Option Plan (the "1997 Plan"), options for the purchase of 46,100 shares
of Holdings common stock were granted during 2000. No options were exercised
during 2000 and no shares of the Company's common stock were issued during 2000
upon the exercise of previously granted options.
7
Item 6. Selected Historical Financial Data
The following tables summarize certain selected historical financial data which
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Financial Statements
appearing elsewhere herein. The selected historical financial data set forth
below has been derived from the audited Financial Statements. Earnings per
share information has been restated for the three-for-one stock split granted by
the Company in December, 1997.
Year Ended December 31,
--------------------------------------------
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
(Dollars in thousands, except per share amounts)
Statement of Operations Data:
Revenues:
Leasing $104,438 $120,266 $152,221 $201,820 $220,547
Sales:
New units 28,042 41,926 46,448 73,001 73,291
Rental equipment 12,331 13,120 15,530 22,369 21,571
Delivery and installation 32,767 38,626 47,002 71,245 79,097
Other 17,568 22,252 25,893 37,370 37,640
-------- -------- -------- -------- --------
Total $195,146 $236,190 $287,094 $405,805 $432,146
========================================================================================================
Gross profit:
Leasing $ 56,916 $ 71,237 $101,036 136,543 148,454
Sales:
New units 4,999 6,685 8,099 12,678 13,023
Rental equipment 2,618 3,521 3,730 5,133 5,266
Delivery and installation 7,520 10,914 12,083 18,886 19,427
Other 13,594 15,480 20,393 29,949 31,057
-------- -------- -------- -------- --------
Total $ 85,647 $107,837 $145,341 $203,189 $217,227
========================================================================================================
Selling, general and administrative
expenses $ 42,320 $ 46,312 $ 58,152 $ 71,480 $ 76,872
Recapitalization expenses (1) --- 5,105 --- --- ---
Earnings from continuing operations
before extraordinary item 7,086 4,530 3,724 17,271 16,083
Earnings from continuing operations
before extraordinary item per
common share $ .69 $ .65 $ .70 $ 2.79 $ 2.60
======== ======== ======== ======== ========
Earnings from continuing operations
before extraordinary item per
common share, assuming dilution $ .69 $ .63 $ .66 $ 2.64 $ 2.46
======== ======== ======== ======== ========
Ratio of earnings to fixed charges (2) 1.4x 1.2x 1.2x 1.4x 1.3x
========================================================================================================
EBITDA (3) $ 75,315 $ 92,351 $117,519 $168,161 $177,554
========================================================================================================
8
Year Ended December 31,
-----------------------------------------------------
1996 1997 1998 1999 2000
---- ---- ---- ---- ----
(Dollars in thousands, except per share amounts)
Balance Sheet Data:
Rental equipment, net $356,183 $ 403,528 $640,634 $ 726,924 $ 799,994
Total assets 429,546 514,175 941,291 1,066,467 1,145,901
Long-term debt 294,827 533,304 845,447 915,823 959,110
Stockholder's equity (deficit) 46,443 (128,849) (57,853) (38,683) (22,578)
(1) Recapitalization expenses recognized in the amount of $5.1 million
represent costs incurred in connection with the recapitalization of
the Company in May 1997. These expenses include $2.5 million in
connection with the acceleration of deferred compensation and $2.6
million in connection with the cancellation of the stock options.
(2) The ratio of earnings to fixed charges is computed by dividing fixed
charges into earnings from continuing operations before income taxes
and extraordinary items plus fixed charges. Fixed charges include
interest, expensed or capitalized, including amortization of deferred
financing costs and debt discount and the estimated interest component
of rent expense.
(3) The Company defines EBITDA as net income before interest, taxes,
depreciation, amortization, deferred compensation, non-cash
compensation expense, recapitalization expenses, and extraordinary
loss. EBITDA as defined by the Company does not represent cash flow
from operations as defined by generally accepted accounting principles
and should not be considered as an alternative to cash flow as a
measure of liquidity, nor should it be considered as an alternative to
net income as an indicator of the Company's operating performance.
9
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion regarding the financial condition and results of
operations of the Company for the three years ended December 31, 2000 should be
read in conjunction with the more detailed information and Financial Statements
included elsewhere herein. Certain statements in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" are forward-looking
statements. See "Forward-Looking Statements".
General
On February 1, 1999, Scotsman acquired all of the outstanding stock of
Evergreen Mobile Company. See "Acquisition of Evergreen Mobile Company."
On September 1, 1998, Scotsman acquired all of the outstanding stock of
Space Master International, Inc. See "Acquisition of Space Master
International, Inc."
The Company is a holding company formed in November 1993, and conducts its
business solely through Scotsman, its wholly-owned subsidiary. Scotsman derives
its revenues and earnings from the leasing and sale of mobile office and storage
units, delivery and installation of those units and the provision of other
ancillary products and services. Leasing operations account for a majority of
Scotsman's revenues and gross profits. Used mobile office units are sold by
Scotsman from its lease fleet in the ordinary course of its business at either
fair market value or, to a lesser extent, pursuant to pre-established lease
purchase options. The sale of used units results in the availability of the
total cash proceeds and generally results in the reporting of gross profit on
such sales.
New unit sales revenues are derived from the sale of new mobile offices,
similar to those units leased by Scotsman. Revenues from delivery and
installation result from activities related to the transportation and
installation of and site preparation for both leased and sold products. Other
revenues are derived from other products and services including: rental of
steps, furniture, ramps and security systems; sales of parts and supplies; and
charges for granting insurance waivers and for damage billings.
Although a portion of Scotsman's business is with customers in industries
that are cyclical in nature and subject to changes in general economic
conditions, management believes that certain characteristics of the mobile
office leasing industry and Scotsman's operating strategies should help to
mitigate the effects of economic downturns. These characteristics include (i)
Scotsman's typical lease terms which include contractual provisions requiring
customers to retain units on lease for, on average, 12 months, (ii) the
flexibility and low cost offered to Scotsman's customers by leasing which may be
an attractive alternative to capital purchases, (iii) Scotsman's ability to
redeploy units during regional recessions and (iv) the diversity of Scotsman's
industry segments and the geographic balance of Scotsman's operations
(historically during economic slowdowns, the construction industry, which
represented approximately 31% of its 2000 revenues, experiences declines in
utilization rates, while other customer segments including education, which
represented approximately 20% of revenues in 2000, are more stable).
10
Results of Operations
2000 Compared With 1999. Revenues in 2000 were $432.1 million, a $26.3
million or 6.5% increase from revenues of $405.8 million in 1999. The increase
resulted from a $18.7 million or 9.3% increase in leasing revenue and a $7.9
million or 11.0% increase in delivery and installation revenue. The increase in
leasing revenue is attributable to a 10.4% increase in the average lease fleet
to approximately 83,300 units for 2000, combined with a slight increase of $1 in
the average monthly rental rate, offset by a slight decrease in the average
fleet utilization of one percent to 84%. The increase in delivery and
installation revenue is attributable to the increase in leasing revenue as
described above
Gross profit in 2000 was $217.2 million, a $14.0 million or 6.9% increase
from 1999 gross profit of $203.2 million. The increase primarily resulted from a
$11.9 million or 8.7% increase in leasing gross profit and to a minor extent
from a $1.1 million or 3.7% increase in gross profit from other revenue. The
increase in leasing gross profit is a result of the increase in leasing revenue
described above combined with stable leasing margins. Excluding depreciation and
amortization, leasing margins decreased slightly from 84.8% in 1999 to 84.0% in
2000. Although other revenue was essentially flat, the increase in related gross
profit was attributed to a favorable mix of higher margin ancillary products, as
1999 results included revenue associated with a large (lower margin) project to
relocate customer-owned units.
Selling, general and administrative (SG&A) expenses increased by $5.4
million or 7.5% from 1999. The increase is the result of the growth experienced
by the Company, both in terms of number of branches and fleet size as compared
to 1999. The Company's branch network has expanded from 83 branches at December
31, 1999 to 88 branches at December 31, 2000, while the fleet has grown by
approximately 8,700 units from December 31, 1999. The increase in SG&A expenses
is due to an increase in field related expenses, primarily payroll and
occupancy, incurred in connection with this branch expansion and fleet growth.
Interest expense increased by 9.5% to $91.9 million in 2000 from $83.9
million in 1999. This increase is a result of increased average borrowings of
approximately $38.9 million to finance fleet and branch growth in addition to
increases in interest rates on our variable bank debt. The effect of market
rate increases in 2000 was partially offset by a 25 basis point reduction in
February 2000 on bank credit facility borrowings as the Company achieved a
specified leverage ratio threshold.
The difference between the Company's reported tax provision for the year ended
December 31, 2000 and the tax provision computed based on statutory rates is
primarily attributable to non-deductible goodwill amortization expense of $5.1
million.
1999 Compared With 1998. Revenues in 1999 were $405.8 million, a $118.7
million or 41.3% increase from revenues of $287.1 million in 1998. The increase
resulted from a $49.6 million or 32.6% increase in leasing revenue, a $26.6
million or 57.2% increase in new sales revenue, a $24.2 million or 51.6%
increase in delivery and installation revenue, a $6.8 million or 44% increase in
used sales revenue and a $11.5 million or 44.3% increase in other revenue. The
increase in leasing revenue is attributable to a 32% increase in average lease
fleet to approximately 75,500 units and an increase of $2 in the average monthly
rental
11
rate, offset by a decrease in the average fleet utilization of one percent to
85%. The increase in new and used sales revenue is primarily due to the overall
branch expansion that the Company has experienced over the last several years.
The increase in delivery and installation revenue is attributable to the
increases in the leasing and new unit sales revenue as described above. Other
revenue increased as a result of increases in the rental of steps, ramps and
furniture as well as miscellaneous revenue related to services provided for
customer owned units.
Gross profit in 1999 was $203.2 million, a $57.8 million or 39.8% increase
from 1998 gross profit of $145.3 million. The increase resulted from a $35.5
million or 35.1% increase in leasing gross profit, a $4.6 million or 56.5%
increase in new sales gross profit, a $6.8 million or 56.3% increase in delivery
and installation gross profit and a $9.6 million or 46.9% increase in gross
profit from other revenues. The increase in leasing gross profit is a result in
the increase in leasing revenue described above combined with an increase in
leasing margins from 66.4 % in 1998 to 67.7% in 1999. Excluding depreciation
and amortization, leasing margins increased slightly from 84.5% in 1998 to 84.8%
in 1999. The increase in gross profit from new sales and delivery and
installation are primarily due to the increases in revenue as discussed above.
The increase in gross profit from other revenue is primarily related to the
overall revenue increases noted above.
SG&A expenses increased by $13.3 million or 22.9% from 1998. The increase
is the result of the growth experienced by the Company, both in terms of fleet
size and number of branches as compared to 1998. The Company's branch network
has expanded from 80 branches at December 31, 1998 to 83 branches at December
31, 1999, while the fleet has grown by approximately 9,400 units from December
31, 1998. The overall increases in SG&A expenses are due to increases in field
related expenses, primarily payroll and occupancy, incurred in connection with
this branch expansion and fleet growth and a full year impact of field related
costs associated with the SMI acquisition.
Other depreciation and amortization increased from $9.6 million in 1998 to
$15.9 million in 1999, $5.2 million of which relates to the amortization of
goodwill and other intangible assets recorded in connection with both the
Evergreen and SMI acquisitions (see note 2 of Notes to the Consolidated
Financial Statements). The remaining increase relates to depreciation on
increased balances of property and equipment and inventories of steps and ramps
associated with the overall growth of the Company's branch network and leased
fleet as discussed above.
Interest expense increased by 28.9% to $83.9 million in 1999 from $65.1
million in 1998. This increase is the result of the first full year effect of
borrowings to finance the purchase of SMI in September 1998 and the result of
financing the other fleet and branch growth, including the acquisition of
Evergreen.
The difference between the Company's reported tax provision for the year
ended December 31, 1999 and the tax provision computed based on statutory rates
is primarily attributable to non-deductible goodwill amortization expense of
$5.2 million.
Liquidity and Capital Resources
12
During 1998, 1999 and 2000, the Company's principal sources of funds
consisted of cash flow from operating and financing sources. Cash flow from
operating activities of $42.7 million in 1998, $72.3 million in 1999 and $86.9
million in 2000 was largely generated by the rental of units from Scotsman's
lease fleet and sales of new mobile office units.
The Company has increased its EBITDA and believes that EBITDA provides the
best indication of its financial performance and provides the best measure of
its ability to meet historical debt service requirements. The Company defines
EBITDA as net income before interest, taxes, depreciation, amortization,
deferred compensation, and non-cash compensation expense. EBITDA as defined by
the Company does not represent cash flow from operations as defined by generally
accepted accounting principles and should not be considered as an alternative to
cash flow as a measure of liquidity, nor should it be considered as an
alternative to net income as an indicator of the Company's operating
performance. The Company's EBITDA increased by $9.4 million or 5.6% to $177.6
million in 2000 compared to $168.2 million in 1999. This increase in EBITDA is a
result of increased leasing activity resulting from the overall growth in the
number of units in the fleet and a slight increase in average monthly rental
rates, partially offset by a slight decline in utilization and increased SG&A
expenses required to support the expanded activities during 2000. In 1999, the
Company's EBITDA increased by $50.6 million or 43.1% to $168.2 million compared
to $117.6 million in 1998. This increase in EBITDA is a result of increased
leasing activity resulting from the overall increase in the number of units in
the fleet and an increase in average monthly rental rates, partially offset by a
slight decline in utilization, and increased SG&A expenses to support the
increased activities during 1999.
Cash flow used in investing activities was $390.4 million in 1998, $142.7
million in 1999 and $128.3 million in 2000. Scotsman's primary capital
expenditures are for the discretionary purchase of new units for the lease fleet
and units purchased through acquisitions. Scotsman seeks to maintain its lease
fleet in good condition at all times and generally increases the size of its
lease fleet only in those local or regional markets experiencing economic growth
and established unit demand. These expenditures increased the size of the
rental fleet by approximately 23,100 units during 1998 and 9,400 during 1999 and
8,700 units during 2000. This activity was in response to increased customer
demand and a continuation of Scotsman's fleet acquisition strategy and branch
expansion. The following table sets forth Scotsman's investment in its lease
fleet for the periods indicated.
Year Ended December 31,
1998 1999 2000
------ ------ ------
(Dollars in millions)
Gross capital expenditures for rental equipment
New units and betterments....................... $110.0 $115.0 $118.6
Acquisitions, excluding acquired businesses..... 9.2 - 4.0
------ ------ ------
119.2 115.0 122.6
Purchase price allocated to fleet of acquired
13
businesses 157.2 24.2 5.3
Proceeds from sale of used rental equipment (15.5) (22.4) (21.6)
---- ---- ----
Net capital expenditures for rental equipment $260.9 $116.8 $106.3
====== ====== ======
Lease fleet maintenance expenses included
in the statement of operations............... $ 23.4 $ 30.5 $ 35.1
====== ====== ======
Scotsman believes it can manage the capital requirements of its lease
fleet, and thus its cash flow, through the careful monitoring of its lease fleet
additions. During 1998, 1999 and 2000, Scotsman was able to sell used units in
the ordinary course of business (excluding units sold pursuant to purchase
options) at an average of more than 95% of their total capitalized cost and at a
premium to net book value. Such capitalized costs include the cost of the unit
as well as costs of significant improvements made to the unit. See further
explanation below and note (2) of Notes to Consolidated Financial Statements.
Historically, Scotsman has recognized net gains on the sale of used units.
Scotsman's maintenance and refurbishment program is designed to maintain
the value of lease fleet units and realize rental rates and operating cash flows
from older units comparable to those from newer units. The sale of used units
helps preserve the overall quality of Scotsman's lease fleet and enhances cash
flow. Generally, costs of improvements and betterments aggregating less than
$1,000 per unit are expensed as incurred. Expenditures greater than $1,000 that
significantly extend the economic useful life of a unit or that materially alter
a unit's configuration are capitalized. Scotsman estimates that the current
annual capital expenditures (net of proceeds from sales of used units) necessary
to maintain its lease fleet and facilities at their current size and condition
is approximately $25 million.
Other capital expenditures of $13.9 million, $13.9 million and $18.6
million in 1998, 1999 and 2000, respectively, consist of items not directly
related to the lease fleet, such as branch or headquarter's buildings, land,
equipment, leasehold improvements and management information systems.
Cash provided by financing activities of $43.3 million in 2000 and $70.3
million in 1999 is comprised primarily of long-term borrowings. Scotsman paid
dividends to the Company in the amount of $55,000 to fund normal operating
expenses in 2000 and 1999. Cash provided by financing activities of $348.2
million in 1998 is comprised primarily of long term borrowings and a capital
contribution paid by Holdings to finance Scotsman's acquisition of SMI in
September 1998. In 1998, Scotsman paid dividends to Holdings in the amount of
$22.8 million primarily to effect the repayment of a promissory note of
Holdings.
In connection with the acquisition of SMI, Scotsman entered into an amended
credit facility providing for revolver borrowings up to $540 million (subject to
the satisfaction of certain requirements including a borrowing base test) and a
$60 million term loan. Availability under the revolver is based on a borrowing
base calculation, which was amended effective September 15, 1999, and was $37.7
million at December 31, 2000. Borrowings under the line may be used for working
capital, acquisitions and general
14
corporate purposes. At the Company's option, the revolving credit loans may be
maintained as (a) Base Rate Loans which bear interest at the prime rate plus 1%
or (b) Eurodollar Loans which bear interest at the Eurodollar Rate plus 2.25%.
In February 2000, the applicable margin used to calculate such interest rates
was reduced to 0.75% for prime rate loans and 2.0% for Eurodollar Rate loans as
Scotsman met a specified leverage ratio threshold. Terms of the revolver, which
matures May 21, 2002, are unchanged from the original credit agreement dated May
1997. The term loan, which matures May 21, 2005, bears interest at a rate of
either prime plus 2.0% or the Eurodollar Rate plus 3.25%. Principal payments due
on the term loan are equal to 1% per year for the first four years, with equal
quarterly installments thereafter. The amended credit facility is guaranteed by
the Company and a subsidiary of Scotsman and is secured by a first priority
security interest in substantially all the assets of the Company, Scotsman and
such subsidiary. The amended credit facility contains certain covenants
including restrictions against mergers, acquisitions, and disposition of assets,
voluntary prepayments of debt, financial covenants and certain other covenants,
including restrictions on the amount of dividends that Scotsman can pay to
Holdings.
Subsequent to December 31, 2000, the amended credit facility was further
amended to provide for revolver borrowings up to $600 million.
Scotsman believes it will have, for the next 12 months, sufficient
liquidity under its revolving line of credit and from cash generated from
operations to meet its expected obligations as they arise.
Seasonality
Although demand from certain of Scotsman's customers is somewhat seasonal,
Scotsman's operations as a whole are not seasonal to any significant extent.
Inflation
Scotsman believes that inflation has not had a material effect on its
results of operations. However, an inflationary environment could materially
increase interest rates on Scotsman's floating rate debt. The price of used
units sold by Scotsman and the replacement cost of such units could also
increase in such an environment. Scotsman's standard lease generally provides
for annual rental rate escalation at the inflation rate as determined by the
Consumer Price Index after the end of the initial lease term. In addition,
Scotsman may seek to limit its exposure to interest rate fluctuations by
utilizing certain hedging mechanisms, although it is under no obligation to do
so.
15
Item 8.
INDEX TO FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
Financial Statements:
Page
----
Scotsman Holdings, Inc. and Subsidiaries:
Report of Independent Auditors................................................ 18
Consolidated Balance Sheets as of December 31, 2000 and 1999.................. 19
Consolidated Statements of Operations for the years ended
December 31, 2000, 1999 and 1998............................................ 20
Consolidated Statements of Changes in Stockholders' Equity for the years
ended December 31, 2000, 1999 and 1998....................................... 21
Consolidated Statements of Cash Flows for the years ended
December 31, 2000, 1999 and 1998............................................. 22-23
Notes to Consolidated Financial Statements.................................... 24-35
Williams Scotsman, Inc. and Subsidiaries:
Report of Independent Auditors................................................ 36
Consolidated Balance Sheets as of December 31, 2000 and 1999.................. 37
Consolidated Statements of Operations for the years ended
December 31, 2000, 1999 and 1998......................................... 38
Consolidated Statements of Changes in Stockholder's Equity for the years
ended December 31, 2000, 1999 and 1998................................... 39
Consolidated Statements of Cash Flows for the years ended
December 31, 2000, 1999 and 1998......................................... 40-41
Notes to Consolidated Financial Statements.................................... 42-56
Financial Statement Schedules:
Scotsman Holdings, Inc. and Subsidiaries:
Schedule I - Condensed Financial Information of Registrant.................... 77-78
Scotsman Holdings, Inc. and Subsidiaries:
Schedule II - Valuation and Qualifying Accounts............................... 79
All schedules not listed have been omitted either because they are not
required or, if required, the required information is included elsewhere in the
financial statements or notes thereto.
16
Report of Independent Auditors
Board of Directors
Scotsman Holdings, Inc.
We have audited the accompanying consolidated balance sheets of Scotsman
Holdings, Inc. and subsidiaries as of December 31, 2000 and 1999 and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended December 31, 2000. Our audits also
included the financial statement schedules listed in the Index at Item 14(a).
These consolidated financial statements and schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion on the
consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Scotsman Holdings,
Inc. and subsidiaries at December 31, 2000 and 1999 and the consolidated results
of their operations and their cash flows for each of the three years in the
period ended December 31, 2000 in conformity with accounting principles
generally accepted in the United States. Also, in our opinion, the related
financial statement schedules, when considered in relation to the basic
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.
/s/ Ernst & Young LLP
Baltimore, Maryland
February 2, 2001
17
Scotsman Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets
December 31
2000 1999
----------------------------
(In thousands)
Assets
Cash $ 2,549 $ 644
Trade accounts receivable, net of allowance for doubtful
accounts of $983 in 2000 and $1,058 in 1999 53,916 56,989
Prepaid expenses and other current assets 20,685 17,484
Rental equipment, net of accumulated depreciation
of $155,434 in 2000 and $127,154 in 1999 799,994 726,924
Property and equipment, net 64,766 54,074
Deferred financing costs, net 15,408 20,339
Goodwill and other intangible assets, net 172,218 172,273
Other assets 16,365 17,740
-----------------------------
$1,145,901 $1,066,467
=============================
Liabilities and stockholders' equity
Accounts payable and accrued expenses $ 54,747 $ 52,445
Rents billed in advance 24,757 23,035
Long-term debt 959,110 915,823
Deferred income taxes 129,865 113,847
----------------------------
Total liabilities $1,168,479 $1,105,150
----------------------------
Stockholders' equity (deficit):
Common stock, $.01 par value. Authorized: 10,000,000 shares;
issued: 9,507,407 shares in 2000 and 1999 $ 95 $ 95
Additional paid-in capital 234,204 233,725
Cumulative foreign currency translation adjustment (457) -
Retained earnings 39,436 23,353
----------------------------
273,278 257,173
Less treasury stock - 3,310,733 common shares in 2000 and
1999, at cost (295,856) (295,856)
----------------------------
Net stockholders' deficit (22,578) (38,683)
----------------------------
$1,145,901 $1,066,467
============================
See accompanying notes.
18
Scotsman Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations
Year ended December 31
2000 1999 1998
--------------------------------------------
(In thousands except per share amounts)
Revenues
Leasing $220,547 $201,820 $152,221
Sales:
New units 73,291 73,001 46,448
Rental equipment 21,571 22,369 15,530
Delivery and installation 79,097 71,245 47,002
Other 37,640 37,370 25,893
-------------------------------------------
Total revenues 432,146 405,805 287,094
-------------------------------------------
Cost of sales and services
Leasing:
Depreciation and amortization 36,720 34,553 27,605
Other direct leasing costs 35,373 30,724 23,580
Sales:
New units 60,268 60,323 38,349
Rental equipment 16,305 17,236 11,800
Delivery and installation 59,670 52,359 34,919
Other 6,583 7,421 5,500
-------------------------------------------
Total costs of sales and services 214,919 202,616 141,753
-------------------------------------------
Gross profit 217,227 203,189 145,341
-------------------------------------------
Selling, general and administrative expenses 76,872 71,480 58,152
Other depreciation and amortization 17,474 15,866 9,623
Interest, including amortization of
deferred financing costs of $4,931, 91,860 83,878 65,110
$4,913, and $3,857
-------------------------------------------
Total operating expenses 186,206 171,224 132,885
-------------------------------------------
Income before income taxes 31,021 31,965 12,456
Income tax expense 14,938 14,694 8,732
-------------------------------------------
Net income $ 16,083 $ 17,271 $ 3,724
===========================================
-------------------------------------------
Earnings per common share: $ 2.60 $ 2.79 $ 0.70
===========================================
Earnings per common share, assuming
dilution: $ 2.46 $ 2.64 $ 0.66
===========================================
See accompanying notes.
19
Scotsman Holdings, Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity
Common Stock Additional Other
--------------------- Paid-in Retained Comprehensive Treasury
Shares Amount Capital Earnings Income Stock Total
--------------------------------------------------------------------------------------------
(In thousands)
Balance at December 31, 1997 4,920 $82 $164,494 $ 2,358 $ - $(295,783) $(128,849)
Purchase of 2,400 shares of
treasury stock (2) - - - - (73) (73)
Issuance of 1,278,939 shares
of common stock in connection
with the purchase of Space
Master International, Inc. 1,279 13 64,607 - - - 64,620
Appreciation in value of stock
options - - 2,725 - - - 2,725
Net income - - - 3,724 - - 3,724
-------------------------------------------------------------------------------------------
Balance at December 31, 1998 6,197 95 231,826 6,082 - (295,856) (57,853)
Appreciation in value of stock - - 1,899 - - - 1,899
options
Net income - - - 17,271 - - 17,271
-------------------------------------------------------------------------------------------
Balance at December 31, 1999 6,197 95 233,725 23,353 - (295,856) (38,683)
Appreciation in value of stock
options - - 479 - - - 479
Foreign currency translation
adjustment - - - - (457) - (457)
Net income - - - 16,083 - - 16,083
-------------------------------------------------------------------------------------------
Balance at December 31, 2000 6,197 $95 $234,204 $39,436 $ (457) $(295,856) $ (22,578)
============================================================================================
See accompanying notes.
20
Scotsman Holdings, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Year ended December 31
2000 1999 1998
-------------------------------------------------
(In thousands)
Cash flows from operating activities
Net income $ 16,083 $ 17,271 $ 3,724
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 59,125 55,332 41,085
Provision for bad debts 3,697 3,756 2,329
Deferred income tax expense 14,683 13,818 8,582
Non-cash option compensation expense 479 1,899 2,725
Gain on sale of rental equipment (5,266) (5,133) (3,730)
Increase in net trade accounts receivable (337) (18,058) (10,918)
Increase (decrease) in accrued expenses 1,579 9,248 (4,742)
Other (3,121) (5,851) 3,642
-------------------------------------------------
Net cash provided by operating activities 86,922 72,282 42,697
-------------------------------------------------
Cash flows from investing activities
Rental equipment additions (122,617) (115,024) (119,288)
Proceeds from sales of rental equipment 21,571 22,369 15,530
Acquisition of businesses, net of cash acquired (8,687) (36,208) (272,721)
Purchase of property and equipment, net (18,571) (13,860) (13,944)
Redemption of certificates of deposit - - 13
-------------------------------------------------
Net cash used in investing activities (128,304) (142,723) (390,410)
-------------------------------------------------
21
Scotsman Holdings, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (continued)
Year ended December 31
2000 1999 1998
----------------------------------------------
(In thousands)
Cash flows from financing activities
Proceeds from long-term debt $ 493,749 $ 483,525 $ 608,492
Repayment of long-term debt (450,461) (413,149) (296,349)
Repayment of promissory note payable - - (21,834)
Increase in deferred financing costs - (91) (6,639)
Net proceeds from issuance of common stock - - 64,620
Payments to acquire treasury stock - - (73)
---------------------------------------------
Net cash provided by financing activities 43,287 70,285 348,217
---------------------------------------------
Net increase (decrease) in cash 1,905 (156) 504
Cash at beginning of period 644 800 296
---------------------------------------------
Cash at end of period $ 2,549 $ 644 $ 800
=============================================
Supplemental cash flow information:
Cash paid (refunds recovered) for income taxes $ 196 $ (10) $ 523
=============================================
Cash paid for interest $ 81,653 $ 76,920 $ 59,904
=============================================
See accompanying notes.
22
Scotsman Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
December 31, 2000 and 1999
1. Organization and Basis of Presentation
Scotsman Holdings, Inc. was organized in November 1993 for the purpose of
acquiring Williams Scotsman (Scotsman). The operations of Scotsman Holdings,
Inc. and subsidiaries (the Company) consist of the leasing and sale of mobile
offices, storage products, and their delivery and installation. Included in the
operations of Scotsman are two wholly own subsidiaries, Willscot Equipment, LLC
(Willscot) and Williams Scotsman of Canada, Inc., whose operations have not been
significant to date. Willscot, a special purpose subsidiary, was formed in May
1997. The operations of Willscot are limited to the leasing of its mobile office
units to Scotsman under a master lease.
Acquisition of Evergreen Mobile Company
On February 1, 1999, the Company acquired all of the outstanding stock of
Evergreen Mobile Company, a privately held Washington corporation (Evergreen),
in a transaction accounted for under the purchase method of accounting. Total
consideration for the acquisition of Evergreen was $36,208, including the
repayment of existing indebtedness of Evergreen. The purchase price paid was
allocated to the net identifiable assets acquired of $19,686 with the excess of
$16,522 representing goodwill and other intangible assets. The purchase price
allocation was based upon the estimates of the fair value of the net assets
acquired The acquisition was financed with borrowings under the Company's
amended credit facility.
Acquisition of Space Master International, Inc.
On September 1, 1998, the Company acquired all of the outstanding stock of Space
Master International, Inc., a privately held Georgia corporation (SMI), in a
transaction accounted for under the purchase method of accounting. Total
consideration for the acquisition of SMI was $272,721, including the repayment
of existing indebtedness of SMI. The purchase price paid was allocated to the
net identifiable assets acquired of $111,568 with the excess of $161,153
representing goodwill and other intangible assets. The purchase price allocation
was based upon estimates of the fair value of the net assets acquired. The
acquisition was financed in part with additional borrowings under the Company's
amended credit facility and in part with equity contributed by Holdings.
23
Scotsman Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. Organization and Basis of Presentation (continued)
Acquisition of Space Master International, Inc. (continued)
The pro forma unaudited results of operations of the year ended December 31,
1998, assuming consummation of the acquisition as of January 1, 1998 are as
follows:
Total revenue $345,609
Net income $ 3,137
Net income per basic share $ .59
Recapitalization
Pursuant to a recapitalization agreement, on May 22, 1997, the Company (i)
repurchased 3,210,679 shares of its outstanding common stock for an aggregate of
approximately $293,777 in cash and approximately $21,834 in promissory notes
which were repaid in January 1998 and (ii) issued 1,475,410 shares of common
stock for an aggregate of approximately $135,000 in cash. Such amounts have not
been restated for the three-for-one stock split granted by the Company in
December 1997. In related transactions, the Company and Scotsman purchased or
repaid all of the outstanding indebtedness. In conjunction with the debt
extinguishment, Scotsman recognized an extraordinary loss of $13,719.
In connection with the Recapitalization, (i) Scotsman accelerated the payment of
deferred compensation under its long term incentive plan, (ii) all outstanding
stock options under the Company's employee stock option plan vested and became
immediately exercisable and (iii) Scotsman canceled a portion of the outstanding
stock options.
In order to finance the Recapitalization, Scotsman issued $400,000 in 9.875%
senior notes due 2007 and entered into a $300,000 revolving bank facility.
Scotsman paid a dividend of $178,749 to the Company to pay Recapitalization
expenses, to repurchase common stock and to purchase certain notes.
2. Summary of Significant Accounting Policies
The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. Significant intercompany accounts
and transactions have been eliminated in consolidation.
Scotsman Holdings, Inc. and Subsidiaries
24
Notes to Consolidated Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
(a) Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from these estimates.
(b) Leasing Operations
Equipment is leased generally under operating leases and, occasionally,
under sales-type lease arrangements. Operating lease terms generally range
from 3 months to 60 months, and contractually averaged approximately 12
months at December 31, 2000. Rents billed in advance are initially deferred
and recognized as revenue over the term of the operating leases. Rental
equipment is depreciated by the straight-line method using an estimated
economic useful life of 10 to 20 years and an estimated residual value of
50%.
Costs of improvements and betterments are capitalized, whereas costs of
replacement items, repairs and maintenance are expensed as incurred. Costs
incurred for equipment to meet particular lease specifications are
capitalized and depreciated over the lease term. However, costs aggregating
less than $1 per unit are generally expensed as incurred.
(c) Deferred Financing Costs
Costs of obtaining long-term debt are amortized using the straight-line
method over the term of the debt.
(d) Property and Equipment
Depreciation is computed by the straight-line method over estimated useful
lives ranging from 15 to 40 years for buildings and improvements and 3 to
10 years for furniture and equipment. Maintenance and repairs are charged
to expense as incurred.
(e) Goodwill and Other Intangible Assets
The excess of cost over fair values of net assets acquired in purchase
transactions has been recorded as goodwill and is being amortized on a
straight-line basis over 20 to 40
Scotsman Holdings, Inc. and Subsidiaries
25
Notes to Consolidated Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
(e) Goodwill and Other Intangible Assets (continued)
years. Other identifiable intangibles acquired of $4,433 include assembled
workforce, covenant not to compete and customer base, which are being
amortized on a straight-line basis over periods of 21 to 228 months. As of
December 31, 2000, 1999 and 1998, accumulated amortization on goodwill and
intangible assets was $11,932, $6,817, and $1,600, respectively.
On a periodic basis, the Company evaluates the carrying value of its
intangible assets to determine if the facts and circumstances suggest that
intangible assets may be impaired. If this review indicates that intangible
assets may not be recoverable, as determined by the undiscounted cash flow
of the entity acquired over the remaining amortization period, the
Company's carrying value of intangible assets is reduced by the estimated
shortfall of cash flows, on a discounted basis.
(f) Income Taxes
Deferred tax assets and liabilities are recognized for the estimated future
tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates in effect for the year in which those temporary
differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date.
(g) Revenue Recognition
The Company's current revenue recognition policy is to recognize rental
income ratably over the month on a daily basis. Billings for periods
extending beyond the month end are recorded as deferred income. Sales
revenue is recognized at the time the units are delivered, with the
exception of long-term construction-type sales contracts for which revenue
is recognized under the percentage of completion method. Under this method,
income is recognized based on the incurred costs to date compared to
estimated total costs. All other revenue is recognized when related
services have been performed.
(g) Reclassifications
Certain prior year amounts have been reclassified to conform to current
year presentation.
Scotsman Holdings, Inc. and Subsidiaries
26
Notes to Consolidated Financial Statements (continued)
(i) Earnings Per Share
The following table sets forth the components of the weighted-average
shares outstanding for the basic and diluted earnings per share
computations:
December 31
2000 1999 1998
-------------------------------------
Weighted-average shares-basic
earnings per share 6,196,674 6,196,674 5,346,325
Effect of employee stock options 340,787 349,591 274,080
-------------------------------------
Weighted-average shares-
diluted earnings per share 6,537,461 6,546,265 5,620,405
=====================================
3. Property and Equipment
Property and equipment consist of the following:
December 31
2000 1999
-----------------------
Land $13,089 $ 9,562
Buildings and improvements 28,464 24,369
Furniture and equipment 47,106 36,406
-----------------------
88,659 70,337
Less accumulated depreciation 23,893 16,263
-----------------------
Net property and equipment $64,766 $54,074
=======================
Scotsman Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
27
4. Long-Term Debt
Long-term debt consists of the following:
December 31
2000 1999
-----------------------
Borrowings under revolving credit facility $500,460 $456,573
Term loan 58,650 59,250
9.875% senior notes 400,000 400,000
-----------------------
$959,110 $915,823
=======================
In connection with the acquisition of SMI, the loan agreement for the credit
facility was amended to provide for a $540,000 revolving credit facility
maturing May 21, 2002 and a $60,000 term loan maturing May 21, 2005.
Availability under the revolver is based upon a borrowing base calculation,
which was amended effective September 15, 1999, and was $37,712 at December 31,
2000. Interest is payable at a rate of either prime plus 1.0% or the Eurodollar
rate plus 2.25%. In February 2000, these rates were decreased to prime plus
0.75% and the Eurodollar Rate plus 2.0% as a result of the Company meeting a
specified leverage ratio threshold. The weighted average interest rates of the
revolver under the credit agreement were 8.85% and 8.33% at December 31, 2000
and 1999, respectively. Principal payments due on the term loan are equal to 1%
per year for the first four years, with equal quarterly installments thereafter.
Interest on the term loan is payable at a rate of either prime plus 2.0% or the
Eurodollar rate plus 3.25%. The weighted average interest rates of the term loan
under the credit agreement were 10.06% and 9.38% at December 31, 2000 and 1999,
respectively. Subsequent to December 31, 2000, this credit facility was further
amended to provide for revolver borrowings up to $600,000.
Borrowings under the credit facility are secured by a first priority lien on and
security interest in the Company's rental equipment, accounts receivable and
property and equipment. In addition to the restrictions and limitations
described under the note agreement, including restrictions on the amount of
dividends that Scotsman can pay to Holdings, the credit facility loan agreement
requires compliance with certain financial covenants including capital
expenditures, interest coverage and fleet utilization.
The 9.875% senior notes are due June 1, 2007 with interest payable semi-annually
on June 1 and December 1 of each year. On or after June 1, 2002, the notes are
redeemable at the option of the Company, at redemption prices of 104.938% and
102.469% during the 12 month periods beginning June 1, 2002 and 2003,
respectively, and 100% thereafter. Upon the occurrence of a change of control,
the notes may be redeemed as a whole at the option
Scotsman Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
28
4. Long-Term Debt (continued)
of the Company at a redemption price of 100% plus the applicable premium as
defined in the agreement.
The notes are general unsecured obligations of the Company and are subordinated
in right of payment to all secured indebtedness. Additionally, the notes are
guaranteed by Willscot, Scotsman's wholly-owned subsidiary. Such guaranty is
full and unconditional, and joint and several. The note agreement limits or
restricts the Company's ability to incur additional indebtedness; make
distributions of capital in an amount not to exceed 50% of accumulated earnings,
excluding the recapitalization-related distribution; dispose of property; incur
liens on property; receive dividends from Scotsman; and merge with or acquire
other companies.
At December 31, 2000 and 1999, the fair value of long-term debt was
approximately $883,110 and $895,823, respectively, based on the quoted market
price of the senior notes and the book value of the revolving credit facilities,
which are adjustable rate notes.
Letter of credit obligations at December 31, 2000 were $1,828.
29
Scotsman Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
5. Income Taxes
Deferred income taxes related to temporary differences between the tax bases of
assets and liabilities and the respective amounts reported in the financial
statements are summarized as follows:
December 31
2000 1999
----------------------
Deferred tax liabilities:
Cost basis in excess of tax basis of assets
and accelerated tax depreciation:
Rental equipment $220,502 $181,786
Property and equipment 1,074 1,074
Other 2,631 2,553
----------------------
Total deferred tax liabilities 224,207 185,413
----------------------
Deferred tax assets:
Allowance for doubtful accounts 390 408
Rents billed in advance 10,127 9,279
Net operating loss carryovers 80,196 57,104
Alternative minimum tax credit carryovers 1,759 1,759
Investment tax credit carryovers - 860
Other 5,270 5,556
----------------------
97,743 74,966
Less: valuation allowance (3,400) (3,400)
----------------------
Total deferred tax assets 94,342 71,566
======================
Net deferred tax liabilities $129,865 $113,847
======================
At December 31, 2000, the Company had net operating loss carryovers available
for federal income tax purposes of $200,530 (net of related valuation
allowance), of which $80,186 (net of related valuation allowance) relates to
pre-recapitalization loss carryovers that are subject to certain limitations
under the Internal Revenue Code. These net operating loss carryovers expire at
various dates from 2003 to 2020. Also, alternative minimum tax credit carryovers
of approximately $1,759 are available without expiration limitations. An
investment credit carryover of approximately $860 expired on December 31, 2000.
During 1998, the Company recorded a charge to income tax expense of $3,400
relating to the establishment of a deferred tax asset valuation allowance as a
result of a change in management's tax planning strategies associated with the
recoverability of certain net operating loss carryovers.
30
Scotsman Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
5. Income Taxes (continued)
Income tax expense consists of the following:
Years ended December 31
2000 1999 1998
-----------------------------------------
Current $ 255 $ 876 $ 150
Deferred 14,683 13,818 8,582
-----------------------------------------
$14,938 $14,694 $8,732
=========================================
Federal $12,626 $12,596 $7,482
State 2,312 2,098 1,250
-----------------------------------------
$14,938 $14,694 $8,732
=========================================
The provision for income taxes is reconciled to the amount computed by applying
the Federal corporate tax rate of 35% to income before income taxes as follows:
Years ended December 31
2000 1999 1998
-------------------------------
Income tax at statutory rate $10,857 $11,188 $4,360
State income taxes, net of federal tax 1,503 1,144 449
benefit
Amortization of goodwill and other
Intangible assets 1,702 1,838 567
Increase in valuation allowance - - 3,400
Other 876 524 (44)
-------------------------------
$14,938 $14,694 $8,732
===============================
6. Commitments
The Company is obligated under noncancelable operating leases of certain
equipment, vehicles and parcels of land. At December 31, 2000 approximate
future minimum rental payments are as follows:
2001 $ 7,657
2002 6,199
2003 4,282
2004 3,197
2005 2,667
Thereafter 3,568
--------
$27,570
========
Rent expense was $9,839 in 2000, $8,817 in 1999, and $6,708 in 1998.
31
Scotsman Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
7. Employee Benefit Plans
The Company has adopted a defined contribution plan (the 401(k) Plan) which is
intended to satisfy the tax qualification requirements of Sections 401(a),
401(k), and 401(m) of the Internal Revenue Code of 1986 (the Code). The 401(k)
Plan covers substantially all employees and permits participants to contribute
the lessor of (i) 15% of their annual compensation from the Company or (ii) the
dollar limit described in Section 402(g) of the Code ($10,500 in 2000). All
amounts deferred under this salary reduction feature are fully vested.
The 401(k) Plan has a "matching" contribution feature under which the Company
may contribute a percentage of the amount deferred by each participant. Such
percentage, if any, is determined by the Board of Directors at their discretion.
The Plan also has a "profit sharing" feature, under which the Company may
contribute, at its discretion, an additional amount allocable to the accounts of
active participants meeting the aforementioned eligibility requirements.
Contributions made by the Company on behalf of a 401(k) Plan participant vest
ratably during the first five years of employment and 100% thereafter. Matching
contributions by the Company to the 401(k) Plan were approximately $477 in 2000,
$395 in 1999 and $329 in 1998. No contributions have been made by the Company
under the profit-sharing feature.
The Company has adopted a Deferred Compensation Plan for Executives which is
meant to be an unfunded deferred compensation plan maintained for a select group
of management within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
the Employee Retirement Income Security Act of 1974. This plan allows key
employees to defer a specified amount of their compensation until termination or
upon the occurrence of other specified events. Such amounts are placed in the
investment vehicles of the employee's choice. As of December 31, 2000, the
total amount deferred under this plan, including earnings, was $1,715.
The Company adopted a stock option plan for certain key employees of Scotsman.
The plan was subsequently amended and restated in 1998 (the "Amended and
Restated 1997 Employee Stock Option Plan"). Under the plan, up to 479,500
options to purchase Holdings' outstanding common stock may be granted. The
options are granted with an exercise price equal to the fair value of the shares
as of the date of grant. Fifty percent of the options granted vest ratably over
five years, and fifty percent vest based on the Company meeting certain
financial goals over the same five periods. All options expire 10 years from the
date of grant. The Company is accounting for the options using the variable plan
accounting. Under this plan, 46,100 and 29,800 options were granted in 2000 and
1999, respectively. For those options in which both the grant date and the
measurement date were known, the Company recognized compensation expense in the
amount of $479, $1,899 and $2,725 in 2000, 1999, and 1998, respectively.
32
Scotsman Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
7. Employee Benefit Plans (continued)
Prior to the Recapitalization, the Company had adopted a stock option plan for
certain key employees ("1994 Employee Stock Option Plan"). The options were
granted with an exercise price equal to the fair value of the shares as of the
date of grant. All options outstanding under this plan became fully vested in
conjunction with the Recapitalization.
Pro forma information regarding net income and earnings per share is required by
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," and 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 for 2000, 1999, and
1998: risk-free interest rate of 6.3%, 5.6%, and 5.5%, respectively; weighted
average expected life of the options of 5 years; and no dividends.
33
Scotsman Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
7. Employee Benefit Plans (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 year are
not necessarily representative of the effects on pro forma net income for future
years. The Company's pro forma information follows:
2000 1999 1998
---------------------------------
Pro forma net income $15,446 $16,910 $3,111
Pro forma earnings per share $ 2.49 $ 2.73 $ 0.55
A summary of stock option activity and related information for the years ended
December 31 follows. Amounts have been restated for the three-for-one stock
split granted by the Company in December 1997:
2000 1999 1998
--------------------------------------------------------------------------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Options Price Options Price Options Price
--------------------------------------------------------------------------------------
Beginning balance 1,107,840 $22.68 1,099,640 $ 22.12 998,790 $ 19.14
Granted 46,100 50.67 29,800 50.67 112,550 44.12
Canceled - - - - - -
Forfeited (33,400) 31.77 (21,600) (32.07) (11,700) (21.01)
--------------------------------------------------------------------------------------
Ending balance 1,120,540 23.56 1,107,840 22.69 1,099,640 $ 22.12
Exercisable at end of year 871,030 18.54 950,165 19.94 949,525 $ 19.64
Weighted average minimum
value of options granted
during year $19.45 $ 12.08 $ 10.36
Exercise prices for options outstanding as of December 31, 2000 range from $4.59
to $50.67. The weighted-average remaining contractual life of those options is
6.31 years.
34
Report of Independent Auditors
Board of Directors
Williams Scotsman, Inc.
We have audited the accompanying consolidated balance sheets of Williams
Scotsman, Inc. and subsidiaries as of December 31, 2000 and 1999, and the
related consolidated statements of operations, stockholder's equity and cash
flows for each of the three years in the period ended December 31, 2000. Our
audits also included the financial statement schedule listed in the Index at
Item 14(a). These consolidated financial statements and schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Williams Scotsman,
Inc. and subsidiaries at December 31, 2000 and 1999, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.
/s/ Ernst & Young LLP
Baltimore, Maryland
February 2, 2001
35
Williams Scotsman, Inc. and Subsidiaries
Consolidated Balance Sheets
December 31
2000 1999
-----------------------------
(In thousands)
Assets
Cash $ 2,546 $ 641
Trade accounts receivable, net of allowance for doubtful
accounts of $983 in 2000 and $1,058 in 1999 53,916 56,989
Prepaid expenses and other current assets 20,685 17,484
Rental equipment, net of accumulated depreciation of
$155,434 in 2000 and $127,154 in 1999 799,994 726,924
Property and equipment, net 64,766 54,074
Deferred financing costs, net 15,408 20,339
Goodwill and other intangible assets, net 172,218 172,273
Other assets 16,365 17,740
-----------------------------
$1,145,898 $1,066,464
=============================
Liabilities and stockholder's equity
Accounts payable and accrued expenses $ 54,735 $ 52,434
Rents billed in advance 24,757 23,035
Long-term debt 959,110 915,823
Deferred income taxes 135,317 119,279
-----------------------------
Total liabilities 1,173,919 1,110,571
=============================
Stockholder's equity (deficit):
Common stock, $.01 par value. Authorized 10,000,000
shares; issued and outstanding 3,320,000 shares 33 33
Additional paid-in capital 126,567 126,088
Cumulative foreign currency translation adjustment (457) -
Retained deficit (154,164) (170,228)
-----------------------------
Total stockholder's deficit (28,021) (44,107)
-----------------------------
$1,145,898 $1,066,464
=============================
See accompanying notes.
36
Williams Scotsman, Inc. and Subsidiaries
Consolidated Statements of Operations
Year ended December 31
2000 1999 1998
------------------------------------------
(In thousands except
per share amounts)
Revenues
Leasing $ 220,547 $ 201,820 $ 152,221
Sales:
New units 73,291 73,001 46,448
Rental equipment 21,571 22,369 15,530
Delivery and installation 79,097 71,245 47,002
Other 37,640 37,370 25,893
------------------------------------------
Total revenues 432,146 405,805 287,094
------------------------------------------
Cost of sales and services
Leasing:
Depreciation and amortization 36,720 34,553 27,605
Other direct leasing costs 35,373 30,724 23,580
Sales:
New units 60,268 60,323 38,349
Rental equipment 16,305 17,236 11,800
Delivery and installation 59,670 52,359 34,919
Other 6,583 7,421 5,500
------------------------------------------
Total costs of sales and services 214,919 202,616 141,753
------------------------------------------
Gross profit 217,227 203,189 145,341
------------------------------------------
Selling, general and administrative expenses 76,817 71,425 58,099
Other depreciation and amortization 17,474 15,866 9,623
Interest, including amortization of deferred
financing costs of $4,931, $4,913 and $3,857 91,860 83,878 65,060
------------------------------------------
Total operating expenses 186,151 171,169 132,782
------------------------------------------
Income before income taxes 31,076 32,020 12,559
Income tax expense 14,957 14,713 8,768
------------------------------------------
Net income $ 16,119 $ 17,307 $ 3,791
==========================================
Earnings per common share $ 4.86 $ 5.21 $ 1.14
==========================================
See accompanying notes.
37
Williams Scotsman, Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholder's Equity
Additional Other
Common Stock Paid-in Retained Comprehensive
Shares Amount Capital Deficit Income Total
----------------------------------------------------------------------------------
(In thousands)
Balance at December 31, 1997 3,320 $ 33 $ 56,844 $(168,441) $ - $(111,564)
Additional capital investment - - 64,620 - - 64,620
Appreciation in value of
stock options - - 2,725 - - 2,725
Dividends to parent--$6.88
per share - - - (22,830) - (22,830)
Net income - - - 3,791 - 3,791
----------------------------------------------------------------------------------
Balance at December 31, 1998 3,320 33 124,189 (187,480) - (63,258)
Appreciation in value of
stock options - - 1,899 - - 1,899
Dividends to parent--$.02 per
share - - - (55) - (55)
Net income - - - 17,307 - 17,307
----------------------------------------------------------------------------------
Balance at December 31, 1999 3,320 33 126,088 (170,228) - (44,107)
Appreciation in value of - - 479 -
stock options - 479
Dividends to parent--$.02 per - - - (55)
share - (55)
Foreign currency translation - (457) (457)
adjustment - -
Net income - - - 16,119 - 16,119
----------------------------------------------------------------------------------
Balance at December 31, 2000 3,320 $ 33 $126,567 $(154,164) $ (457) $ (28,021)
==================================================================================
See accompanying notes.
38
Williams Scotsman, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Year ended December 31
2000 1999 1998
------------------------------------------
(In thousands)
Cash flows from operating activities
Net income $ 16,119 $ 17,307 $ 3,791
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 59,125 55,332 41,085
Provision for bad debts 3,697 3,756 2,329
Deferred income tax expense 14,703 13,837 8,618
Non-cash option compensation expense 479 1,899 2,725
Gain on sale of rental equipment (5,266) (5,133) (3,730)
Increase in net trade accounts receivable (337) (18,058) (10,918)
Increase (decrease) in accounts payable and accrued
expenses 1,578 9,249 (1,225)
Other (3,121) (5,851) 943
------------------------------------------
Net cash provided by operating activities 86,977 72,338 43,618
------------------------------------------
Cash flows from investing activities
Rental equipment additions (122,617) (115,024) (119,288)
Proceeds from sales of rental equipment 21,571 22,369 15,530
Acquisition of businesses, net of cash acquired (8,687) (36,208) (272,721)
Purchase of property and equipment, net (18,571) (13,860) (13,944)
Redemption of certificates of deposit - - 13
------------------------------------------
Net cash used in investing activities $(128,304) $(142,723) $(390,410)
------------------------------------------
39
Williams Scotsman, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (continued)
Year ended December 31
2000 1999 1998
------------------------------------------
(In thousands)
Cash flows from financing activities
Proceeds from long-term debt $ 493,748 $ 483,525 $ 608,492
Repayment of long-term debt (450,461) (413,149) (296,349)
Increase in deferred financing costs - (91) (6,639)
Equity contribution - - 64,620
Cash dividends paid (55) (55) (22,830)
------------------------------------------
Net cash provided by financing activities 43,232 70,230 347,294
------------------------------------------
Net increase (decrease) in cash 1,905 (155) 502
Cash at beginning of period 641 796 294
------------------------------------------
Cash at end of period $ 2,546 $ 641 $ 796
==========================================
Supplemental cash flow information:
Cash paid (refunds received) for income taxes $ 196 $ (10) $ 523
==========================================
Cash paid for interest $ 81,653 $ 76,920 $ 59,904
==========================================
See accompanying notes.
40
Williams Scotsman, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
December 31, 2000 and 1999
1. Organization and Basis of Presentation
Williams Scotsman, Inc. (the Company) is a wholly owned subsidiary of Scotsman
Holdings, Inc. (Holdings), a corporation which was organized in November 1993
for the purpose of acquiring the Company. The Company's operations include two
wholly owned subsidiaries, Willscot Equipment, LLC (Willscot) and Williams
Scotsman of Canada, Inc., whose operations have not been significant to date.
Willscot, a special purpose subsidiary, was formed in May 1997 and is a
guarantor of the Company's credit facility and acts as a full and unconditional,
and joint and several subordinated guarantor of the 9.875% senior notes. The
operations of Willscot are limited to the leasing of its mobile office units to
the Company under a master lease.
The operations of the Company consist primarily of the leasing and sale of
mobile offices and storage products (equipment) and their delivery and
installation.
Acquisition of Evergreen Mobile Company
On February 1, 1999, the Company acquired all of the outstanding stock of
Evergreen Mobile Company, a privately held Washington corporation (Evergreen),
in a transaction accounted for under the purchase method of accounting. Total
consideration for the acquisition of Evergreen was $36,208, including the
repayment of existing indebtedness of Evergreen. The purchase price paid was
allocated to the net identifiable assets acquired of $19,686 with the excess of
$16,522 representing goodwill and other intangible assets. The purchase price
allocation was based upon the estimates of the fair value of the net assets
acquired. The acquisition was financed with borrowings under the Company's
amended credit facility.
Acquisition of Space Master International, Inc.
On September 1, 1998, the Company acquired all of the outstanding stock of Space
Master International, Inc., a privately held Georgia corporation (SMI), in a
transaction accounted for under the purchase method of accounting. Total
consideration for the acquisition of SMI was $272,721, including the repayment
of existing indebtedness of SMI. The purchase price paid was allocated to the
net identifiable assets acquired of $111,568 with the excess of $161,153
representing goodwill and other intangible assets. The purchase price allocation
was based upon estimates of the fair value of the net assets acquired. The
acquisition was financed in part with additional borrowings under the Company's
amended credit facility and in part with equity contributed by Scotsman
Holdings, Inc.
41
Williams Scotsman, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
1. Organization and Basis of Presentation (continued)
Acquisition of Space Master International, Inc. (continued)
The pro forma unaudited results of operations for the year ended December 31,
1998, assuming consummation of the acquisition as of January 1, 1998 is as
follows:
Total revenue $345,609
Net income $ 3,204
Net income per basic share $ .96
Recapitalization
Pursuant to a recapitalization agreement, on May 22, 1997, Holdings (i)
repurchased 3,210,679 shares of its outstanding common stock for an aggregate of
approximately $293,777 in cash and approximately $21,834 in promissory notes
which were repaid in January 1998 and (ii) issued 1,475,410 shares of common
stock for an aggregate of approximately $135,000 in cash. Such amounts have not
been restated for the three-for-one stock split granted by Holdings in December
1997. In related transactions, Holdings and the Company purchased or repaid all
of the outstanding indebtedness. In conjunction with the debt extinguishment,
the Company recognized an extraordinary loss of $13,719.
In connection with the Recapitalization, (i) the Company accelerated the payment
of deferred compensation under its long term incentive plan, (ii) all
outstanding stock options under Holdings' employee stock option plan vested and
became immediately exercisable and (iii) the Company canceled a portion of the
outstanding stock options.
In order to finance the Recapitalization, the Company issued $400,000 in 9.875%
senior notes due 2007 and entered into a $300,000 revolving bank facility. The
Company paid a dividend of $178,749 to Holdings to pay Recapitalization
expenses, to repurchase common stock and to purchase certain notes.
42
Williams Scotsman, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. Summary of Significant Accounting Policies
The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. Significant intercompany accounts
and transactions have been eliminated in consolidation.
(a) Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from these estimates.
(b) Leasing Operations
Equipment is leased generally under operating leases and, occasionally,
under sales-type lease arrangements. Operating lease terms generally range
from 3 months to 60 months, and contractually averaged approximately 12
months at December 31, 2000. Rents billed in advance are initially deferred
and recognized as revenue over the term of the operating leases. Rental
equipment is depreciated by the straight-line method using an estimated
economic useful life of 10 to 20 years and an estimated residual value of
50%.
Costs of improvements and betterments are capitalized, whereas costs of
replacement items, repairs and maintenance are expensed as incurred. Costs
incurred for equipment to meet particular lease specifications are
capitalized and depreciated over the lease term. However, costs aggregating
less than $1 per unit are generally expensed as incurred.
(c) Deferred Financing Costs
Costs of obtaining long-term debt are amortized using the straight-line
method over the term of the debt.
(d) Property and Equipment
Depreciation is computed by the straight-line method over estimated useful
lives ranging from 15 to 40 years for buildings and improvements and 3 to
10 years for furniture and equipment. Maintenance and repairs are charged
to expense as incurred.
43
Williams Scotsman, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
(e) Goodwill and Other Intangible Assets
The excess of cost over fair values of net assets acquired in purchase
transactions has been recorded as goodwill and is being amortized on a
straight-line basis over 20 to 40 years. Other identifiable intangibles
acquired of $4,433 include assembled workforce, covenant not to compete and
customer base which are being amortized on a straight line basis over
periods of 21 to 228 months. As of December 31, 2000, 1999 and 1998,
accumulated amortization of goodwill and other intangible assets was
$11,932, $6,817, and $1,600, respectively.
On a periodic basis, the Company evaluates the carrying value of its
intangible assets to determine if the facts and circumstances suggest that
intangible assets may be impaired. If this review indicates that intangible
assets may not be recoverable, as determined by the undiscounted cash flow
of the entity acquired over the remaining amortization period, the
Company's carrying value of intangible assets is reduced by the estimated
shortfall of cash flows, on a discounted basis.
(f) Income Taxes
Deferred tax assets and liabilities are recognized for the estimated future
tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates in effect for the year in which those temporary
differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date.
(g) Earnings Per Share
Earnings per share is computed based on weighted average number of common
shares outstanding of 3,320,000 shares for 2000, 1999 and 1998.
44
Williams Scotsman, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
(h) Revenue Recognition
The Company's current revenue recognition policy is to recognize rental
income ratably over the month on a daily basis. Billings for periods
extending beyond the month end are recorded as deferred income. Sales
revenue is recognized at the time the units are delivered, with the
exception of long-term construction-type sales contracts for which revenue
is recognized under the percentage of completion method. Under this method,
income is recognized based on the incurred costs to date compared to
estimated total costs. All other revenue is recognized when related
services have been performed.
(i) Reclassifications
Certain prior year amounts have been reclassified to conform to current
year presentation.
3. Property and Equipment
Property and equipment consist of the following:
December 31
2000 1999
----------------------
Land $ 13,089 $ 9,562
Buildings and improvements 28,464 24,369
Furniture and equipment 47,106 36,406
----------------------
88,659 70,337
Less accumulated depreciation 23,893 16,263
----------------------
Net property and equipment $ 64,766 $ 54,074
======================
45
Williams Scotsman, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
4. Long-Term Debt
Long-term debt consists of the following:
December 31
2000 1999
--------------------
Borrowings under revolving credit facility $500,460 $456,573
Term loan 58,650 59,250
9.875% senior notes 400,000 400,000
--------------------
$959,110 $915,823
====================
In connection with the acquisition of SMI, the loan agreement for the credit
facility was amended to provide for a $540,000 revolving credit facility
maturing May 21, 2002 and a $60,000 term loan maturing May 21, 2005.
Availability under the revolver is based upon a borrowing base calculation,
which was amended effective September 15, 1999, and was $37,712 at December 31,
2000. Interest is payable at a rate of either prime plus 1.0% or the Eurodollar
rate plus 2.25%. In February 2000, these rates were decreased to prime plus
0.75% and the Eurodollar Rate plus 2.0% as a result of the Company meeting a
specified leverage ratio threshold. The weighted average interest rates of the
revolver under the credit agreement were 8.85% and 8.33% at December 31, 2000
and 1999, respectively. Principal payments due on the term loan are equal to 1%
per year for the first four years, with equal quarterly installments thereafter.
Interest on the term loan is payable at a rate of either prime plus 2.0% or the
Eurodollar rate plus 3.25%. The weighted average interest rates of the term loan
under the credit agreement were 10.06% and 9.38% at December 31, 2000 and 1999,
respectively. Subsequent to December 31, 2000, this credit facility was further
amended to provide for revolver borrowings up to $600,000.
Borrowings under the credit facility are secured by a first priority lien on and
security interest in the Company's rental equipment, accounts receivable and
property and equipment. In addition to the restrictions and limitations
described under the note agreement, including restrictions on the amount of
dividends that Scotsman can pay to Holdings, the credit facility loan agreement
requires compliance with certain financial covenants including capital
expenditures, interest coverage and fleet utilization levels.
The 9.875% senior notes are due June 1, 2007 with interest payable semi-annually
on June 1 and December 1 of each year. On or after June 1, 2002, the notes are
redeemable at the option of the Company, at redemption prices of 104.938% and
102.469% during the 12-month periods beginning June 1, 2002 and 2003,
respectively, and 100% thereafter. Upon the occurrence of a change of control,
the notes may be redeemed as a whole at the option of the Company at a
redemption price of 100% plus the applicable premium as defined in the
agreement.
46
Williams Scotsman, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
4. Long-Term Debt (continued)
The notes are general unsecured obligations of the Company and are subordinated
in right of payment to all secured indebtedness. Additionally, the notes are
guaranteed by Willscot, the Company's wholly owned subsidiary. Such guaranty is
full and unconditional, and joint and several. The note agreement limits or
restricts the Company's ability to incur additional indebtedness; make
distributions of capital in an amount not to exceed 50% of accumulated earnings,
excluding the recapitalization-related distribution; dispose of property; incur
liens on property; pay dividends to Holdings; and merge with or acquire other
companies.
At December 31, 2000 and 1999, the fair value of long-term debt was
approximately $883,110 and $895,823, respectively, based on the quoted market
price of the senior notes and the book value of the credit facility, which are
adjustable rate notes.
Letter of credit obligations at December 31, 2000 were $1,828.
5. Income Taxes
Deferred income taxes related to temporary differences between the tax bases of
assets and liabilities and the respective amounts reported in the financial
statements are summarized as follows:
December 31
2000 1999
-----------------------
Deferred tax liabilities:
Cost basis in excess of tax basis of assets and accelerated
tax depreciation:
Rental equipment $220,502 $181,786
Property and equipment 1,074 1,074
Other 2,631 2,552
-----------------------
Total deferred tax liabilities 224,207 185,412
-----------------------
Deferred tax assets:
Allowance for doubtful accounts 390 408
Rents billed in advance 10,127 9,279
Net operating loss carryovers 74,743 51,671
Alternative minimum tax credit carryovers 1,759 1,759
Investment tax credit carryovers - 860
Other 5,271 5,556
-----------------------
92,290 69,533
Less: valuation allowance (3,400) (3,400)
-----------------------
Total deferred tax assets 88,890 66,133
-----------------------
Net deferred tax liabilities $135,317 $119,279
=======================
47
Williams Scotsman, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
5. Income Taxes (continued)
At December 31, 2000, the Company had net operating loss carryovers available
for federal income tax purposes of $184,951 (net of related valuation
allowance), of which $80,186 (net of related valuation allowance) relates to
pre-recapitalization loss carryovers that are subject to certain limitations
under the Internal Revenue Code. These net operating loss carryovers expire at
various dates from 2003 to 2020. Also, alternative minimum tax credit carryovers
of approximately $1,759 are available without expiration limitations. An
investment credit carryover of approximately $860 expired on December 31, 2000.
During 1998, the Company recorded a charge to income tax expense of $3,400,
relating to the establishment of a deferred tax asset valuation allowance as a
result of a change in management's tax planning strategies associated with the
recoverability of certain net operating loss carryovers.
Income tax expense consists of the following:
Years ended December 31
2000 1999 1998
----------------------------------
Current $ 254 $ 876 $ 150
Deferred 14,703 13,837 8,618
----------------------------------
$14,957 $14,713 $8,768
==================================
Federal $12,644 $12,615 $7,518
State 2,313 2,098 1,250
----------------------------------
$14,957 $14,713 $8,768
==================================
The provision for income taxes is reconciled to the amount computed by applying
the Federal corporate tax rate of 35% to income before income taxes as follows:
Years ended December 31
2000 1999 1998
---------------------------------
Income tax at statutory rate $10,876 $11,207 $4,396
State income taxes, net of federal tax benefit 1,503 1,144 449
Amortization of goodwill and other intangible 1,702 1,838 567
assets
Increase in valuation allowance - - 3,400
Other 876 524 (44)
----------------------------------
$14,957 $14,713 $8,768
==================================
48
Williams Scotsman, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
6. Commitments
The Company is obligated under noncancelable operating leases of certain
equipment, vehicles and parcels of land. At December 31, 2000 approximate
future minimum rental payments are as follows:
2001 $ 7,657
2002 6,199
2003 4,282
2004 3,197
2005 2,667
Thereafter 3,568
-------
Total minimum future lease payments $27,570
=======
Rent expense was $9,839 in 2000, $8,817 in 1999, and $6,708 in 1998.
7. Employee Benefit Plans
The Company has adopted a defined contribution plan (the 401(k) Plan) which is
intended to satisfy the tax qualification requirements of Sections 401(a),
401(k), and 401(m) of the Internal Revenue Code of 1986 (the Code). The 401(k)
Plan covers substantially all employees and permits participants to contribute
the lesser of (i) 15% of their annual compensation from the Company or (ii) the
dollar limit described in Section 402(g) of the Code ($10,500 in 2000). All
amounts deferred under this salary reduction feature are fully vested.
The 401(k) Plan has a "matching" contribution feature under which the Company
may contribute a percentage of the amount deferred by each participant. Such
percentage, if any, is determined by the Board of Directors at their discretion.
The Plan also has a "profit sharing" feature, under which the Company may
contribute, at its discretion, an additional amount allocable to the accounts of
active participants meeting the aforementioned eligibility requirements.
Contributions made by the Company on behalf of a 401(k) Plan participant vest
ratably during the first five years of employment and 100% thereafter. Matching
contributions by the Company to the 401(k) Plan were approximately $477 in 2000,
$395 in 1999, and $329 in 1998. No contributions have been made by the Company
under the profit-sharing feature.
49
Williams Scotsman, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
7. Employee Benefit Plans (continued)
The Company has adopted a Deferred Compensation Plan for Executives which is
meant to be an unfunded deferred compensation plan maintained for a select group
of management within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
the Employee Retirement Income Security Act of 1974. This plan allows key
employees to defer a specified amount of their compensation until termination or
upon the occurrence of other specified events. Such amounts are placed in the
investment vehicles of the employee's choice. As of December 31, 2000, the
total amount deferred under this plan, including earnings, was $1,715.
Holdings adopted a stock option plan for certain key employees of the Company.
The plan was subsequently amended and restated in 1998 (the "Amended and
Restated 1997 Employee Stock Option Plan"). Under the plan, up to 479,500
options to purchase Holdings' outstanding common stock may be granted. The
options are granted with an exercise price equal to the fair value of the shares
as of the date of grant. Fifty percent of the options granted vest ratably over
five years, and fifty percent vest based on the Company meeting certain
financial goals over the same five periods. All options expire 10 years from the
date of grant. The Company is accounting for the options using the variable plan
accounting. Under this plan, 46,100 and 29,800 options were granted in 2000 and
1999, respectively. For those options in which both the grant date and the
measurement date were known, the Company recognized compensation expense in the
amount of $479, $1,899 and $2,725 in 2000, 1999, and 1998, respectively.
Prior to the Recapitalization, the Company had adopted a stock option plan for
certain key employees ("1994 Employee Stock Option Plan"). The options were
granted with an exercise price equal to the fair value of the shares as of the
date of grant. All options outstanding under this plan became fully vested in
conjunction with the Recapitalization.
Pro forma information regarding net income and earnings per share is required by
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," and 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 for 2000, 1999 and
1998: risk-free interest rate of 6.3%, 5.6%, and 5.5%, respectively; weighted
average expected life of the options of 5 years; and no dividends.
50
Williams Scotsman, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
7. Employee Benefit Plans (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 year are
not necessarily representative of the effects on pro forma net income for future
years. The Company's pro forma information follows:
2000 1999 1998
----------------------------------
Pro forma net income $15,482 $16,946 $3,178
Pro forma earnings per share $ 4.66 $ 5.10 $ 0.96
A summary of stock option activity and related information for the years ended
December 31 follows. Amounts have been restated for the three-for-one stock
split granted by Holdings in December 1997:
2000 1999 1998
-----------------------------------------------------------------------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Options Price Options Price Options Price
-----------------------------------------------------------------------------------
Beginning balance 1,107,840 $22.68 1,099,640 $ 22.12 998,790 $ 19.14
Granted 46,100 50.67 29,800 50.67 112,550 44.12
Canceled - - - - - -
Forfeited (33,400) 31.77 (21,600) (32.07) (11,700) (21.01)
-----------------------------------------------------------------------------------
Ending balance 1,120,540 23.56 1,107,840 22.68 1,099,640 $ 22.12
Exercisable at end of year 871,030 18.54 950,165 19.94 949,525 $ 19.64
Weighted average minimum
value of options granted
during year $19.45 $ 12.08 $ 10.36
Exercise prices for options outstanding as of December 31, 2000 range from $4.59
to $50.67. The weighted-average remaining contractual life of those options is
6.31 years.
51
Williams Scotsman, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
8. Supplemental Condensed Consolidating Financial Information
The 9.875% senior notes issued by the Company are guaranteed by its wholly owned
subsidiary, Willscot, which acts as a full and unconditional, and joint and
several subordinated guarantor of the notes. See Note 1 for a description of the
operations of this subsidiary. Additionally, Willscot has entered into a
management agreement with the Company whereby it pays a fee to the Company in an
amount equal to the rental and other income (net of depreciation expense) it
earns from the Company. Therefore, Willscot earns no net income. The following
summarizes condensed consolidating financial information for the Company
(Parent) and Willscot (Guarantor Subsidiary).
As of December 31, 2000
----------------------------------------------------------------------------
Guarantor
Parent Subsidiary Eliminations Consolidated
----------------------------------------------------------------------------
Balance Sheet
Assets:
Rental equipment, at cost $ 263,768 $691,660 $ - $ 955,428
Less accumulated depreciation 57,390 98,044 155,434
----------------------------------------------------------------------------
Net rental equipment 206,378 593,616 - 799,994
Property and equipment, net 64,766 64,766
Investment in Willscot 293,837 (293,837) -
Other assets 577,832 4,057 (300,751) 281,138
----------------------------------------------------------------------------
Total assets $1,142,813 $597,673 $ $(594,588) $1,145,898
============================================================================
Liabilities:
Accounts payable and accrued expenses $ 51,650 $ 3,085 $ - $ 54,735
Long-term debt 959,110 959,110
Other liabilities 160,074 300,751 (300,751) 160,074
----------------------------------------------------------------------------
Total liabilities 1,170,834 303,836 (300,751) 1,173,919
----------------------------------------------------------------------------
Equity (deficit): (28,021) 293,837 (293,837) (28,021)
----------------------------------------------------------------------------
Total liabilities and stockholder's equity
(deficit) $1,142,813 $597,673 $ (594,588) $1,145,898
============================================================================
52
Williams Scotsman, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
8. Supplemental Condensed Consolidating Financial Information (continued)
As of December 31, 1999
----------------------------------------------------------------------------
Guarantor
Parent Subsidiary Eliminations Consolidated
----------------------------------------------------------------------------
Balance Sheet
Assets:
Rental equipment, at cost $ 231,552 $622,526 $ - $ 854,078
Less accumulated depreciation 49,100 78,054 127,154
----------------------------------------------------------------------------
Net rental equipment 182,452 544,472 - 726,924
Property and equipment, net 54,074 54,074
Investment in Willscot 293,837 (293,837) -
Other assets 531,039 4,894 (250,467) 285,466
----------------------------------------------------------------------------
Total assets $1,061,402 $549,366 $ (544,304) $1,066,464
============================================================================
Liabilities:
Accounts payable and accrued expenses $ 47,372 $ 5,062 $ - $ 52,434
Long-term debt 915,823 915,823
Other liabilities 142,314 250,467 (250,467) 142,314
----------------------------------------------------------------------------
Total liabilities 1,105,509 255,529 (250,467) 1,110,571
----------------------------------------------------------------------------
Equity (deficit): (44,107) 293,837 (293,837) (44,107)
----------------------------------------------------------------------------
Total liabilities and stockholder's equity
(deficit) $1,061,402 $549,366 $ $(544,304) $1,066,464
============================================================================
For the Year Ended December 31, 2000
---------------------------------------------------------------------------
Guarantor
Parent Subsidiary Eliminations Consolidated
---------------------------------------------------------------------------
Results of Operations
Total revenues $381,430 $ 66,190 $ (15,474) $ 432,146
Gross profit 173,751 43,476 - 217,227
Other expenses 158,149 43,476 (15,474) 186,151
Net income $ 16,119 $ - $ - $ 16,119
53
Williams Scotsman, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
8. Supplemental Condensed Consolidating Financial Information (continued)
For the Year Ended December 31, 1999
-------------------------------------------------------------------------------
Guarantor
Parent Subsidiary Eliminations Consolidated
-------------------------------------------------------------------------------
Results of Operations
Total revenues $362,123 $ 60,476 $ (16,794) $ 405,805
Gross profit 162,788 40,401 - 203,189
Other expenses 147,562 40,401 (16,794) 171,169
Net income $ 17,307 $ - $ - $ 17,307
For the Year Ended December 31, 1998
---------------------------------------------------------------------------
Guarantor
Parent Subsidiary Eliminations Consolidated
---------------------------------------------------------------------------
Results of Operations
Total revenues $ 266,477 $ 41,717 $ (21,100) $ 287,094
Gross profit 117,936 27,405 - 145,341
Other expenses 126,477 27,405 (21,100) 132,782
Net income $ 3,791 $ - $ - $ 3,791
For the Year Ended December 31, 2000
----------------------------------------------------------------------------
Guarantor
Parent Subsidiary Eliminations Consolidated
----------------------------------------------------------------------------
Cash Flows
Cash provided by operating activities $ 65,403 $ 21,574 $ - $ 86,977
Cash used in investing activities (56,446) (71,858) - (128,304)
Cash (used in) provided by financing
activities (7,052) 50,284 43,232
----------------------------------------------------------------------------
Net change in cash 1,905 - 1,905
Cash at beginning of period 641 - 641
----------------------------------------------------------------------------
Cash at end of period $ 2,546 $ - $ - $ 2,546
============================================================================
54
Williams Scotsman, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
8. Supplemental Condensed Consolidating Financial Information (continued)
For the Year Ended December 31, 1999
----------------------------------------------------------------------------
Guarantor
Parent Subsidiary Eliminations Consolidated
----------------------------------------------------------------------------
Cash Flows
Cash provided by operating activities $ 50,291 $ 22,047 $ - $ 72,338
Cash used in investing activities (61,417) (81,306) - (142,723)
Cash provided by financing activities 10,971 59,259 - 70,230
----------------------------------------------------------------------------
Net change in cash (155) - - (155)
Cash at beginning of period 796 - - 796
Cash at end of period $ 641 $ - $ - $ 641
============================================================================
For the Year Ended December 31, 1998
-----------------------------------------------------------------------------
Guarantor
Parent Subsidiary Eliminations Consolidated
-----------------------------------------------------------------------------
Cash Flows
Cash provided by operating activities $ 29,638 $ 13,980 $ - $ 43,618
Cash used in investing activities (185,222) (205,188) - (390,410)
Cash provided by financing activities 156,086 191,208 - 347,294
-----------------------------------------------------------------------------
Net change in cash 502 - - 502
Cash at beginning of period 294 - 294
-----------------------------------------------------------------------------
Cash at end of period $ 796 $ - $ - $ 796
=============================================================================
9. Related Party Transactions
During 2000 and 1999, the Company paid dividends of $55 to Holdings primarily to
fund normal operating expenses. In 1998, the Company paid dividends of $22,830
to Holdings primarily to facilitate Holdings repaying a promissory note
including accrued interest, which arose in connection with the Recapitalization
agreement. The Company obtained additional borrowings under its credit facility
to fund the dividends.
55
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
None.
56
PART III
Item 10. Directors and Executive Officers of the Registrant
Directors and Officers of the Company
The Company's directors and executive officers are as follows:
Name Age Position
- ---------------------------------------------------- --- -------------------------------------------------------------------------
Barry P. Gossett................................... 60 Director and Chairman Emeritus of the Board
Gerard E. Holthaus.................................. 51 President and Chief Executive Officer; Director and Chairman of the Board
James N. Alexander.................................. 41 Director
Daniel L. Doctoroff................................. 42 Director
Michael F. Finley................................... 38 Director
Brian Kwait......................................... 39 Director
James L. Singleton.................................. 45 Director
David P. Spalding................................... 46 Director
Gerard E. Keefe..................................... 44 Senior Vice President and Chief Financial Officer
Katherine K. Giannelli.............................. 40 Vice President-Management Information
John B. Ross........................................ 51 Vice President and Corporate Counsel
________
Directors and Officers of Scotsman
Scotsman's directors and executive officers are as follows:
Name Age Position
- ---------------------------------------------------- --- -------------------------------------------------------------------------
Barry P. Gossett................................... 60 Director and Chairman Emeritus of the Board
Gerard E. Holthaus.................................. 51 President and Chief Executive Officer; Director and Chairman of the Board
James N. Alexander.................................. 41 Director
Daniel L. Doctoroff................................. 42 Director
Michael F. Finley................................... 38 Director
Brian Kwait......................................... 39 Director
James L. Singleton.................................. 45 Director
David P. Spalding................................... 46 Director
J. Collier Beall.................................... 53 Senior Vice President and Southern Division Manager
Joseph F. Donegan................................... 50 Senior Vice President and Northern Division Manager
Gerard E. Keefe..................................... 44 Senior Vice President and Chief Financial Officer
William G. Gessner.................................. 42 Vice President-Information Services
Katherine K. Giannelli.............................. 40 Vice President-Management Information
Robert W. Hansen.................................... 44 Vice President and Western Regional Manager
William C. LeBuhn................................... 38 Vice President-Marketing and Human Resources
John B. Ross........................................ 51 Vice President and Corporate Counsel
William J. Wyatt.................................... 61 Vice President-Marketing and Sales Support
__________
The directors are elected annually and serve until their successors are
duly elected and
57
qualified. No director of the Company receives any fee for attendance at Board
of Directors meetings or meetings of Committees of the Board of Directors.
Outside directors are reimbursed for their expenses for any meeting attended.
Executive officers of the Company are elected by the Board of Directors and
serve at the discretion of the Board of Directors.
Mr. Gossett is Chairman Emeritus of the Board. He is currently a partner
in Pascal Turner Partners, a real estate investment firm. He formerly served as
Chairman of the Board from October 1995 to April 1999 and Chief Executive
Officer of the Company from October 1995 to April 1997. Prior to this, he served
as President and Chief Executive Officer of the Company from 1990 to October
1995. Mr. Gossett has been a director and employee of the Company or its
predecessor for over thirty years. Before joining the Company, Mr. Gossett was
a partner at Buchanan and Company, a Washington, D.C. accounting firm. Mr.
Gossett was one of the founders of the Modular Building Institute, an industry
trade group which represents member companies. Mr. Gossett also serves on the
Board of Directors of Nanofab Inc., DeCorp Inc. and several charitable and
educational institutions.
Mr. Holthaus was elected Chairman of the Board in April 1999 and has been
President and Chief Executive Officer of the Company since April 1997. He has
been with the Company since June 1994, and served as President and Chief
Operating Officer from October 1995 to April 1997 and was Executive Vice
President and Chief Financial Officer prior thereto. He has served as a
director since June 1994. Before joining the Company, Mr. Holthaus served as
Senior Vice President of MNC Financial, Inc. from April 1988 to June 1994. From
1971 to 1988, Mr. Holthaus was associated with the accounting firm of Ernst and
Young (Baltimore), where he served as a partner from 1982 to 1988. He also
serves on the Board of Directors of Grove Worldwide, LLC, The Baltimore Life
Companies and Avatech Solutions.
Mr. Alexander was elected as a director of the Company in May 1997. Mr.
Alexander has been a Partner of Oak Hill Capital Management, Inc., which
provides investment advisory services to Oak Hill Capital Partners, L.P., since
February 1999. He has been Chief Financial Officer of Keystone since January
2000 and a Vice President of Keystone since August 1995. Prior to joining
Keystone, he worked at Goldman, Sachs & Co. where he was a Vice President in the
Fixed Income Division from August 1993 to July 1995. Mr. Alexander is also a
director FEP Capital Holdings, L.P., Oak Hill Strategic Partners, L.P., 230 Park
Investors, L.L.C. and 237 Park Investors, L. L. C.
Mr. Doctoroff was elected as a director of the Company in May 1997. Mr.
Doctoroff has been a Managing Partner of Oak Hill Capital Management, Inc.,
which provides investment advisory services to Oak Hill Capital Partners, L.P.,
since February 1999. Mr. Doctoroff has been a Vice President of Keystone since
October 1992, a Managing Director of Oak Hill Partners, Inc. and its
predecessor, which provides investment advisory services to Acadia Partners,
L.P., since August 1987, Vice President and Director of Acadia MGP, Inc., a
corporate general partner of Acadia since
58
March 1992, and a managing partner of Insurance Partners Advisors, L.P., which
provides investment advisory services to Insurance Partners, L.P., since
February 1994. Mr. Doctoroff is also a director of Meristar Hotels & Resorts,
Inc. and Meristar Hospitality Corp.
Mr. Finley was elected as a director of the Company in May 1997. Mr.
Finley has been a Managing Director of Cypress since 1998 and has been a member
of Cypress since its formation in April 1994. Prior to joining Cypress, he was
a Vice President in the Merchant Banking Group at Lehman Brothers Inc.
Mr. Kwait was elected as a director of the Company in September 1998 and
also served in that capacity from December 1993 through May 1997. Mr. Kwait is
a Member and Managing Principal of Odyssey Investment Partners, LLC since April
1997 and was a Principal of Odyssey Partners, LP from August 1989 to March 1997.
Mr. Kwait is also a director of Velocita Corp. and IWO Holdings, Inc.
Mr. Singleton was elected as a director of the Company in May 1997. Mr.
Singleton has been a Vice Chairman of Cypress since its formation in April 1994.
Prior to joining Cypress, he was a Managing Director in the Merchant Banking
Group at Lehman Brothers Inc. Mr. Singleton is also a director of Cinemark USA,
Inc., ClubCorp, Inc., Danka Business Systems PLC, Genesis Health Ventures, Inc.,
HomeRuns. Com, Inc., L.P. Thebault Company and WESCO International, Inc.
Mr. Spalding was elected as a director of the Company in May 1997. Mr.
Spalding has been a Vice Chairman of Cypress since its formation in April 1994.
Prior to joining Cypress, he was a Managing Director in the Merchant Banking
Group at Lehman Brothers Inc. Mr. Spalding is also a director of AMTROL Inc.,
Frank's Nursery & Crafts, and Lear Corporation.
Mr. Beall has been Senior Vice President and Southern Division Manager of
the Company since September 1996 and was the Southeast Region Manager prior
thereto. Mr. Beall's responsibilities include the implementation of corporate
policies, attainment of branch profitability, fleet utilization management and
development of personnel. Prior to joining the Company in 1977, Mr. Beall was a
Regional Manager for Modular Sales and Leasing Company based in Georgia.
Mr. Donegan has been Senior Vice President and Northern Division Manager of
the Company since September 1996 and served as the Northeast Region Manager
prior thereto. Mr. Donegan's responsibilities include the implementation of
corporate policies, attainment of branch profitability, fleet utilization
management and development of personnel. Mr. Donegan has over 20 years of
experience within the industry. From 1991 through May 1994, Mr. Donegan held
similar positions with Space Master Buildings, Kullman Industries and Bennett
Mobile Offices.
Mr. Keefe has been Senior Vice President and Chief Financial Officer of the
Company since April 1997. He formerly served as Vice President, Fleet and
Finance with responsibilities including overall fleet management and purchasing,
treasury functions, planning and budgeting from February 1995 to April 1997.
Prior to joining the Company, Mr. Keefe was with The Ryland Group, a
59
national homebuilder, from 1993 to 1995. From 1991 to 1993, he was a management
consultant serving the manufacturing, distribution and financial services
industries, and from 1977 to 1991, he was with Ernst & Young, (Baltimore), most
recently as a Senior Manager.
Mr. Gessner served as Director of Information Services when he joined the
Company in July 1996. He was Vice President of Information Services from
November 1998 until September 2000 when his role expanded to Vice President of
Operations and Information Services. Mr. Gessner's responsibilities include
overall management of the Company's operations as well as business information
systems and technology initiatives. Prior to joining the Company, Mr. Gessner
was Director of Corporate Information Systems at ARINC, Incorporated, an
engineering services and telecommunications company in Annapolis, Maryland, from
1988 to 1996.
Ms. Giannelli has been Vice President of Management Information since
December, 1999. Her responsibilities are primarily the development and
dissemination of key business information to Company management. For the nine
years prior to her holding her current position,, she was the Controller of the
Company. Prior to joining the Company, Ms. Giannelli was a Senior Manager of
KPMG Peat Marwick in Baltimore, Maryland where she had been employed from 1982
to 1990.
Mr. Hansen has been Vice President and Regional Manager with responsibility
for Sales and Operations on the west coast since 1994. His duties include
attainment of branch profitability, fleet management, development of personnel
and implementation of corporate policy in his region. Prior to joining the
Company in 1983, Mr. Hansen was General Manager of Duracite Mfg., a cabinetwork
and construction firm in the San Francisco Bay Area.
Mr. LeBuhn joined Williams Scotsman as the Vice President of Human
Resources in January 1994. In July of 1999, he assumed responsibility for the
Company's marketing initiatives. While still involved in the Human Resource
related programs, Mr. LeBuhn's primary responsibilities now include the overall
strategic marketing plans for Williams Scotsman. Prior to joining the Company,
Mr. LeBuhn was HR Manager for Sherwin-Williams' Eastern Division from 1992 to
January 1994, Director of HR for Consolidated International Insurance Group,
Inc. from 1988 to 1992, and HR Officer for Meridian Bancorp from 1984 - 1988.
Mr. Ross has been Vice President and Corporate Counsel for the Company
since February 1995. Prior to joining the Company, Mr. Ross was Corporate
Counsel for MNC Leasing Corporation from 1983 to 1991 and Special Assets Counsel
for MNC Financial, Inc. from 1991 to 1993. Prior to joining MNC Leasing
Corporation and during the period from 1993 to 1995, he was engaged in the
private practice of law in both North Carolina and Maryland, respectively.
Mr. Wyatt has been Vice President, Marketing and Sales Support since 1996.
He was Director of Sales and Marketing for the Company from 1990 to 1996 and was
National Sales Manager from 1988 to 1990. Before joining the Company, Mr. Wyatt
operated W. J. Wyatt and Company, Inc., a consulting firm providing sales
development, market planning, convention and meeting management and publishing
services.
60
Item 11.
Executive Compensation
Summary Compensation Table
The following table sets forth certain information concerning the
compensation paid or accrued for the last three completed fiscal years of the
five highest paid officers of the Company (the "Named Executive Officers") who
received total compensation in excess of $100,000 during 2000.
Long Term
Compensation
Awards
------
Annual Securities All Other
Compensation Underlying Compensation
------------
Year Salary Bonus Options(1) $ (2)
---- ------ ----- ---------- -----
Gerard E. Holthaus
President and Chief Executive Officer................... 2000 $413,600 $103,500 -- $ 9,433
1999 371,292 112,500 -- 9,183
1998 274,213 105,000 25,000 8,986
Joseph F. Donegan
Senior Vice President and Northern Division Manager..... 2000 260,609 33,750 -- 4,625
1999 247,387 36,000 -- 4,149
1998 199,064 30,000 7,000 3,346
J. Collier Beall
Senior Vice President and Southern Division Manager..... 2000 258,837 33,750 -- 2,637
1999 244,432 36,000 -- 2,270
1998 216,502 30,000 7,000 3,481
Gerard E. Keefe
Senior Vice President and Chief Financial Officer....... 2000 159,675 40,500 -- 4,125
1999 149,387 45,000 -- 3,825
1998 132,314 40,000 7,000 3,425
Robert W. Hansen
Vice President and Regional Manager..................... 2000 154,447 10,800 -- 2,375
1999 143,880 15,300 -- 2,305
1998 147,580 16,000 2,500 2,240
(1) Represents options granted to purchase shares of Holdings pursuant to the
1997 Plan for options granted in 1998 and the 1997 and 1994 Plans for
options granted in 1997.
(2) Represents employer match under the 401(k) plan and a disability insurance
premium for Mr. Holthaus of $4,058, $4,058 and $3,861 in 2000, 1999 and
1998, respectively.
61
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values
The following table contains information covering the number and value of
unexercised stock options held by the Named Executive Officers at the end of the
fiscal year.
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options
Fiscal Year End (1) At Fiscal Year End ($)
Name Exercisable/Unexercisable (2) Exercisable/Unexercisable(3)
- ---------------------- ----------------------------- ----------------------------
Gerard E. Holthaus.... 245,290 / 49,200 8,402,747 / 1,030,919
Joseph F. Donegan..... 90,700 / 18,200 3,069,574 / 381,356
J. Collier Beall...... 89,650 / 18,200 3,020,367 / 381,356
Gerard E. Keefe....... 78,700 / 16,200 2,599,970 / 339,449
Robert W. Hansen...... 42,850 / 5,500 1,544,587 / 115,245
___________
(1) No options were exercised by the Named Executive Officers during fiscal
2000.
(2) For options granted under the 1997 Plan, 50% vest ratably over five
years and 50% vest ratably based on the Company meeting certain financial
targets over the same five periods. All other options became fully vested
in conjunction with the Recapitalization.
(3) Based on the estimated fair market value at December 31, 2000.
62
Scotsman Holdings, Inc. 1994 Employee Stock Option Plan
In March 1995, a stock option plan was adopted for certain key employees.
All options outstanding under this plan became fully vested in conjunction with
the Recapitalization. The options are exercisable for a period of 10 years from
date of grant.
Scotsman Holdings, Inc. Amended and Restated 1997 Employee Stock Option Plan
In December 1997, a stock option plan was adopted for certain key
employees, which was amended and restated in December 1998. Under the plan, up
to 479,500 options to purchase Holdings' common stock may be granted. In 2000,
46,100 options were granted under this plan at an offer price of $50.67 per
share. Fifty percent of the options granted vest ratably over five years and
fifty percent vest ratably based on the Company meeting certain financial
targets over the same five periods. All options expire 10 years from the date of
grant.
401(k)/Defined Contribution Plan
On May 1, 1993, Scotsman adopted a defined contribution plan (the "401(k)
Plan") which is intended to satisfy the tax qualification requirements of
Sections 401(a), 401(k), and 401(m) of the Internal Revenue Code of 1986, as
amended (the "Code"). Each employee of Scotsman who completes 90 days of
service with Scotsman is eligible to participate in the salary reduction feature
of the 401(k) Plan. The 401(k) Plan permits participants to contribute the
lesser of (i) 15% of their annual compensation from Scotsman or (ii) the dollar
limit described in Section 402(g) of the Code ($10,500 in 2000). All amounts
deferred by a participant under the 401(k) Plan's salary reduction feature by a
participant are fully vested.
The 401(k) Plan has a "matching" contribution feature under which Scotsman
may contribute a percentage of the amount deferred by each participant who makes
salary reduction deferrals to the 401(k) Plan, has been employed for 12
consecutive months by Scotsman, completes 1,000 hours of service with Scotsman
during the Plan year and is employed by Scotsman on the last day of the year.
This percentage, if any, is determined by the Board of Directors at their
discretion and is communicated to 401(k) Plan participants during the year for
which the matching contribution will be made. Matching contributions made on
behalf of a 401(k) Plan participant are subject to a deferred vesting schedule
based on the number of years a participant has been employed by Scotsman. A
participant becomes 20%, 40%, 60%, 80% and 100% vested in the matching
contributions made to the 401(k) Plan on his or her behalf after completion of
1, 2, 3, 4 and 5 years of service with Scotsman, respectively.
The 401(k) Plan also has a "profit sharing" feature, under which Scotsman
may contribute, in its discretion, an additional amount which is allocated to
the accounts of active participants who have been employed for 12 consecutive
months by Scotsman, who have completed 1,000 hours of service during the Plan
Year and who are employed on the last day of the year, based on such
63
participants' compensation for the year. The vesting schedule for these
contributions is identical to that for matching contributions.
A participant's 401(k) Plan benefits generally are payable upon the
participant's death, disability, retirement, or other termination of employment.
Payments under the 401(k) Plan are made in a lump sum.
In 2000, Scotsman made matching contributions to the 401(k) Plan
participants in an aggregate amount of $477,283.
Deferred Compensation Plan for Executives
During 1997, Scotsman adopted a deferred compensation plan for executives
(the "Plan") which is meant to be an unfunded deferred compensation plan
maintained for a select group of management within the meaning of Sections
201(2), 301(a)(3) and 401 (a)(1) of the Employee Retirement Income Security Act
of 1974. The Plan allows key employees to defer a specified amount of their
compensation until termination or upon the occurrence of other specified events.
Such amounts are placed in the investment vehicles of the employee's choice. As
of December 31, 2000, the total amount deferred under this Plan, including
earnings, was $1,714,740.
Compensation Committee Interlocks and Insider Participation
During 2000, the Compensation Committee was comprised of two outside
directors: Daniel L. Doctoroff and David P. Spalding. No member of the
Committee has any interlocking or insider relationship with the Company which is
required to be reported under the applicable rules and regulations of the
Securities and Exchange Commission.
64
Item 12. Security Ownership of Certain Beneficial Owners and Management
All of the issued and outstanding shares of Common Stock of the Company are
owned by Holdings. The following table sets forth certain information regarding
the beneficial ownership of Holdings' Common Stock by (i) all persons owning of
record or beneficially to the knowledge of the Company 5% or more of the issued
and outstanding Holdings Common Stock, (ii) each director individually, (iii)
each executive officer named in the Summary Compensation Table, and (iv) all
executive officers and directors as a group.
Shares of
Name Common Stock Percentage
- ---- ------------ -----------
Cypress Merchant Banking Partners L.P.(1)(2)(3)
c/o The Cypress Group L.L.C.
65 East 55th Street
New York, NY 10022.......................... 2,431,523 39.24%
Cypress Offshore Partners L.P.(1)(2)(3)
Bank of Bermuda (Cayman) Limited
P.O. Box 513 G.T.
Third Floor
British American Tower
George Town, Grand Cayman
Cayman Islands, B.W.I.......................... 125,939 2.03
Scotsman Partners, L.P.(2)(3)(4)
201 Main Street
Fort Worth, TX 76102........................... 2,557,462 41.27
Odyssey Investment Partners Fund, LP(3)(5)
280 Park Avenue
New York, NY 10017............................. 716,536 11.56
James N. Alexander(6)............................ --- ---
Daniel L. Doctoroff(6)........................... --- ---
Michael F. Finley(7)............................. --- ---
Robert B. Henske(6).............................. --- ---
Brian Kwait(8)................................... --- ---
James L. Singleton(7)............................ --- ---
David P. Spalding(7)............................. --- ---
Barry P. Gossett (3)(9).......................... 124,407 2.01
Gerard E. Holthaus (10)(11)(12).................. 283,390 4.40
Joseph F. Donegan (10)(11)(12)................... 93,250 1.48
J. Collier Beall (10)(11)(12).................... 95,200 1.51
Gerard E. Keefe(10)(11)(12)...................... 80,200 1.28
Robert W. Hansen (10)(11)(12).................... 49,000 0.79
All executive officers and directors as a group.. 932,422 13.44
(1) Cypress Merchant Banking Partners L.P. and Cypress Offshore Partners L.P.
are controlled by The Cypress Group L.L.C. or affiliates thereof. Certain
executives of The Cypress Group
65
L.L.C., including Messrs. Jeffrey Hughes, James Singleton, David Spalding
and James Stern, may be deemed to share beneficial ownership of the shares
shown as beneficially owned by Cypress Merchant Banking Partners L.P. and
Cypress Offshore Partners L.P. Each of such individuals disclaims
beneficial ownership of such shares.
(2) Does not include shares beneficially owned by members of management, as to
which the Investor Group (as defined herein) has an irrevocable proxy.
(3) Under the Investor Stockholders Agreement (as defined herein), the Cypress
Stockholders (as defined herein), Scotsman Partners, L.P., and Odyssey
Investment Group (as defined herein) have agreed to vote their shares for
certain nominees for director and other matters and the Cypress
Stockholders, Scotsman Partners, L.P., Odyssey Investment Group and Mr.
Gossett have agreed to restrict the transfer of their shares subject to
certain exceptions. See "Certain Relationships and Related Transactions--
Investor Stockholders Agreement."
(4) The shares of Holdings Common Stock beneficially owned by Scotsman
Partners, L.P. may be deemed to be owned by J. Taylor Crandall, Group 31,
Inc. ("Group 31") and Arbor Scotsman, L.P. ("AS"). Mr. Crandall is the
sole stockholder of Group 31, which is the general partner of AS, which, in
turn, is the general partner of Scotsman Partners, L.P. Group 31 and AS
disclaim such beneficial ownership. The address of Mr. Crandall, Group 31
and AS is the same as Scotsman Partners. Mr. Crandall is a Managing
Partner of Oak Hill Capital Management, Inc.
(5) Includes 1,461 shares that are beneficially owned by Odyssey Coinvestors,
LLC, an affiliate of Odyssey Investment Partners, LLC (together, "Odyssey
Investor Group"). The General Partner of Odyssey Investment Partners Fund,
LP is Odyssey Capital Partners, LLC a Delaware limited liability company
(the "General Partner of Odyssey") and the Managing Member of Odyssey
Coinvestors, LLC is Odyssey Investment Partners, LLC, a Delaware limited
liability company. Paul D. Barnett, Stephen Berger, William Hopkins, Brian
Kwait and Muzzi Mirza are Managing Members of Odyssey Capital Partners, LLC
and Odyssey Investment Partners, LLC, and, therefore, may each be deemed to
share voting and investment power with respect to 716,536 shares and votes
deemed to be owned by the General Partner of Odyssey and Odyssey Investment
Partners, LLC. Each Messrs. Barnett, Berger, Hopkins, Kwait and Mirza
disclaims beneficial ownership of such shares.
(6) Such person's address is c/o Scotsman Partners, L.P.
(7) Such person's address is c/o Cypress Merchant Banking Partners L.P.
(8) Such person's address is c/o Odyssey Investment Partners Fund, LP.
(9) Such person's address is c/o Pascal-Turner Partners, 3300 Eastern
Boulevard, Baltimore, Maryland 21220-2825.
66
(10) Such person's address is the address of the Company's principal executive
offices.
(11) Each member of management is a party to the Stockholders' Agreement whereby
he or she has agreed to limit the transferability of his or her shares.
See "Certain Relationships and Related Transactions--Stockholders'
Agreement."
(12) Includes 245,290, 89,650, 90,700, 78,700, 42,850, and 741,490 shares held
as options by Messrs. Holthaus, Donegan, Beall, Keefe and Hansen and all
executive officers as a group, respectively, which are exercisable within
60 days.
67
Item 13. Certain Relationships and Related Transactions
The Recapitalization
Holdings, Odyssey Investment Group, certain other existing stockholders of
Holdings, certain partnerships affiliated with The Cypress Group L.L.C. and
Scotsman Partners, L.P. are parties to a Recapitalization Agreement dated April
11, 1997 pursuant to which the Recapitalization occurred. See
"Recapitalization".
Stockholders' Agreement
Cypress Merchant Banking Partners, L.P., Cypress Offshore Partners, L.P.,
Scotsman Partners, L.P. (collectively the "Investor Group"), the Management
Stockholders and Holdings are parties to a Management Stockholders' and
Optionholders' Agreement dated as of September 14, 1998 (the "Stockholders'
Agreement"), which contains certain rights and restrictions with respect to the
transfer of each Management Stockholder's shares of Common Stock. The
Stockholders' Agreement prohibits the transfer of any shares of Common Stock by
Management Stockholders (other than sales required in connection with the
disposition of all shares of Common Stock owned by the Investor Group and its
affiliates) until the earlier of twelve months after an initial public offering
of the equity of Holdings for designated officers (and sixty days after an
initial public offering for non-designated officers) or the day after the
Investor Group and its affiliates have disposed of more than 33-1/3% of the
shares of Common Stock originally acquired by the Investor Group, and
thereafter, the aggregate number of shares which may be transferred by each
Management Stockholder in any calendar year (other than certain required sales)
may not exceed 25% of the number of shares acquired pursuant to the Subscription
Agreement between Holdings and such Management Stockholder plus the number of
any shares acquired pursuant to the exercise of stock purchase options. In
addition, the Stockholders' Agreement restricts the transfer of shares of Common
Stock by each Management Stockholder for a period of five years from the date of
purchase of such shares, except certain permitted transfers and transfers
pursuant to an effective registration statement or in accordance with Rule 144
under the Securities Act. Upon the expiration of such five-year period, subject
to the foregoing restrictions, each Management Stockholder may transfer his
shares after giving to the Investor Group and Holdings, respectively, a right of
first refusal to purchase such shares.
Each Management Stockholder has the right (and in limited circumstances the
obligation) to sell his shares in connection with certain dispositions of shares
by the Investor Group and the right to cause his shares to be included in
certain registrations of Common Stock on behalf of the Investor Group. In
addition, upon termination of any Management Stockholder's employment, Holdings
may elect to require such Management Stockholder to sell to Holdings all of his
shares.
Investor Stockholders Agreement
68
On May 22, 1997, Holdings, certain partnerships affiliated with The Cypress
Group, L.L.C. (the "Cypress Stockholders") and Scotsman Partners, L.P.
(collectively, including their permitted transferees, the "Investor
Stockholders") and Odyssey Investment Group, Barry P. Gossett, BT Investment
Partners, Inc. and certain other stockholders (together with their permitted
transferees and the Investor Stockholders, the "Stockholders") entered into an
investor stockholders agreement, which was subsequently amended on September 1,
1998 (the "Investor Stockholders Agreement").
Under the terms of the Investor Stockholders Agreement, unless otherwise
agreed to by the Investor Stockholders, the board of directors of Holdings (the
"Board of Directors") will consist of nine directors: three persons nominated by
the Cypress Stockholders, three persons nominated by Scotsman Partners, one
person nominated by Odyssey Investment Group, the Chairman of the Board of
Directors and the President of Holdings. Each of Cypress Stockholders, Scotsman
Partners and Odyssey Investment Group is entitled to remove and replace any or
all of their respective designees on the Board of Directors and each is entitled
to remove the director or directors who are the Chairman of the Board and the
President of Holdings in accordance with the provisions of the Investor
Stockholders Agreement. If the Holdings Common Stock held by either the Cypress
Stockholders or Scotsman Partners is reduced to an amount less than 20% of the
outstanding Holdings Common Stock but 5% or more of the outstanding Holdings
Common Stock, the Cypress Stockholders or Scotsman Partners, as the case may be,
will be entitled to designate one director. Each of the Cypress Stockholders or
Scotsman Partners will lose the right to designate one director when the Cypress
Stockholders or Scotsman Partners, as the case may be, no longer holds at least
5% of the outstanding Holdings Common Stock. From and after the date that
Odyssey Investment Group owns less than 5% of the outstanding Holdings Common
Stock, it will no longer be entitled to designate any director for election or
removal. If any of Cypress Stockholders, Scotsman Partners and Odyssey
Investment Group is entitled to designate a lesser number of directors pursuant
to the Investor Stockholders Agreement, then they will vote their shares to
cause the number of the entire Board of Directors to be reduced by the number of
directors they are no longer entitled to designate.
Under the Investor Stockholders Agreement, until such time as either the
Cypress Stockholders or the Scotsman Partners is no longer entitled to designate
three directors, without the approval of a majority of the directors designated
by each of the Cypress Stockholders and Scotsman Partners, respectively,
Holdings will not take certain actions (including mergers, consolidations, sales
of all or substantially all assets, electing or removing the Chairman or
President of Holdings, issuing securities, incurring certain indebtedness,
making certain acquisitions, approving operating and capital budgets and other
major transactions).
Under the Investor Stockholders Agreement, prior to the consummation of an
initial public offering of Holdings Common Stock (an "IPO"), each Stockholder
will have the right to acquire shares of Holdings Common Stock in connection
with certain new issuances of Holdings Common Stock, on the same terms and
conditions, for the amount necessary to allow the participating Stockholder to
maintain its percentage holding of the outstanding Holdings Common Stock.
The Investor Stockholders Agreement contains provisions limiting the
ability of Stockholders to transfer their shares in certain circumstances.
Among other provisions, the Investor Stockholders Agreement includes (i) rights
of first offer in favor of the Investor Stockholders with
69
respect to proposed transfers of shares to a third party and (ii) tag-along
rights in favor of each Stockholder pursuant to which a selling Stockholder
would be required to permit the other Stockholders to participate on a
proportional basis in a transfer of shares to a third party. Also, if one or
more Stockholders holding at least 60% of the outstanding Holdings Common Stock
determine to sell shares to a third party, in certain circumstances such
Stockholders have the right to require the other Stockholders to sell their
shares to such third party.
Under the Investor Stockholders Agreement, the Stockholders have the right
to require the Company to register their shares of Holdings Common Stock under
the Securities Act in certain circumstances, including upon a demand of certain
of the Stockholders.
The Investor Stockholders Agreement (other than the registration rights
provisions) will terminate (unless earlier terminated as specified in the
Investor Stockholders Agreement) upon the earlier of (i) May 22, 2007 and (ii)
completion of an IPO.
Employment Arrangement
During 2000, Mr. Gossett was engaged by Scotsman to assist with mergers and
acquisitions, real estate project management, strategic initiatives and other
general business services. As compensation for these services, Mr. Gossett
received $120,000 for the year ended December 31, 2000. Mr. Gossett currently
serves as the Chairman Emeritus of the Company's Board of Directors.
70
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) Financial Statements and Financial Statement Schedules (1) and (2).
See Index to Financial Statements and Supplemental Schedules at Item 8
of this Annual Report on Form 10-K.
(b) Reports on Form 8-K filed in the fourth quarter of 2000.
None.
(c) Exhibits
Exhibit Number
--------------
2.1 -- Recapitalization Agreement, dated as of April 11, 1997.
(Incorporated by reference to Exhibit 2 of Form 8-K dated May 22,
1997.)
2.2 -- Stock Purchase Agreement, dated as of July 23, 1998.
(Incorporated by reference to Exhibit 2 of Form 8-K dated
September 1, 1998.)
3.1 -- Certificate of Incorporation Scotsman Holdings, Inc., as amended.
(Incorporated by reference to Exhibit 3.1 of Registration
Statement on Form S-4, Commission File No. 33-68444).
3.2 -- By-laws of Scotsman Holdings, Inc. (Incorporated by reference to
Exhibit 3.2 of Registration Statement on Form S-4, Commission
File No. 33-68444).
4.1 -- Indenture dated as of May 15, 1997 among Williams Scotsman, Inc.,
Mobile Field Office Company, Willscot Equipment, LLC and The Bank
of New York, as trustee. (Incorporated by reference to Exhibit
4.1 of Registration Statement on Form S-4, Commission File No.
333-30753).
10.1 -- Credit Agreement, dated as of May 22, 1997 and Amended and
Restated as of September 1, 1998, by and among Williams Scotsman,
Inc., Scotsman Holdings, Inc. each of the financial institutions
named therein, Bankers Trust Company, as issuing bank and BT
Commercial Corporation, as agent. (Incorporated by reference to
Exhibit 10.1 to the annual report on Form 10-K of Williams
Scotsman, Inc. for the year ended December 31, 1998 (the
"Scotsman 1998 10-K")).
71
10.2 -- Investor Stockholders Agreement, dated as of May 22, 1997, among
Scotsman Partners, L.P., Cypress Merchant Banking Partners, L.P.,
Cypress Offshore Partners, L.P., Odyssey Partners, L.P., Barry P.
Gossett, BT Investment Partners, Inc. and certain other
stockholders. (Incorporated by reference to Exhibit 10.3 of
Registration Statement on Form S-4, Commission File No.333-
30753).
10.3 -- Amendment No. 1 to Investor Stockholders Agreement, dated as of
September 1, 1998, among Scotsman Partners, L.P. Cypress Merchant
Banking Partners, L.P., Cypress Offshore Partners, L.P., Odyssey
Partners, L.P., Barry P. Gossett, BT Investment Partners, Inc.
and certain other stockholders. (Incorporated by reference to
Exhibit 10.3 to the Scotsman 1998 10-K.)
10.4 -- Management Stockholders' and Optionholders' Agreement, dated as
of September 14, 1998, among Scotsman Partners, L.P., Cypress
Merchant Banking Partners, L.P., Cypress Offshore Partners, L.P.,
and certain management stockholders of Holdings. (Incorporated by
reference to Exhibit 10.4 to the Scotsman 1998 10-K).
10.5 -- Scotsman Holdings, Inc. Employee Stock Purchase Plan.
(Incorporated by reference to Exhibit 10.8 of Registration
Statement on Form S-1 of Scotsman Holdings, Inc. Commission File
No. 33-68444).
10.6 -- Scotsman Holdings, Inc. 1994 Employee Stock Option Plan.
(Incorporated by reference to Exhibit 10.11 of the Company's Form
10-K for the year ended December 31, 1994).
10.7 -- Scotsman Holdings, Inc. Amended and Restated 1997 Employee Stock
Option Plan. (Incorporated by reference to Exhibit 10.7 to the
Scotsman 1998 10-K).
10.8 -- First Amendment to Credit Agreement dated as of July 7, 1999.
(Incorporated by reference to Exhibit 10.8 to the quarterly
report on Form 10-Q of Williams Scotsman, Inc. (Commission Act
File No.: 33-68444) for the quarter ended September 30, 1999 (the
Company's 1999 3Q 10-Q)).
10.9 -- Second Amendment to Credit Agreement dated as of September 15,
1999. (Incorporated by reference to Exhibit 10.9 to the Company's
1999 3Q 10-Q).
72
10.10 -- Third Amendment to Credit Agreement dated as of January 26, 2001.
(Incorporated by Reference to Exhibit 99.1 of the Company's Form
8-K dated February 12, 2001).
12.1 -- Statement regarding computation of ratios.
21.1 -- Subsidiaries of Registrant: Williams Scotsman, Inc. and its
subsidiaries Willscot Equipment, LLC, and Space Master
International, Inc.
73
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
SCOTSMAN HOLDINGS, INC.
By: /s/ Gerard E. Keefe
----------------------------------
Gerard E. Keefe
Senior Vice President and
Chief Financial Officer
Dated: March 30, 2001
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gerard E. Keefe, his or her attorney-in-fact,
with the power of substitution, for him or her in any and all capacities, to
sign any amendments to this Report, and to file the same with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorney-in-
fact, or his substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Name Capacity Date
---- -------- ----
/s/ Gerard E. Holthaus Chairman, President, Chief March 30, 2001
- -------------------------
Gerard E. Holthaus Executive Officer and Director
/s/ Gerard E. Keefe Senior Vice President and March 30, 2001
- -------------------------
Gerard E. Keefe Chief Financial Officer
/s/ Glenn A. Schultz Controller March 30, 2001
- -------------------------
Glenn A. Schultz
/s/ Barry P. Gossett Chairman Emeritus of the March 30, 2001
- -------------------------
Barry P. Gossett Board
/s/ James N. Alexander Director March 30, 2001
- -------------------------
James N. Alexander
/s/ Daniel L. Doctoroff Director March 30, 2001
- -------------------------
Daniel L. Doctoroff
74
Name Capacity Date
---- -------- ----
/s/ Michael F. Finley Director March 30, 2001
- -------------------------
Michael F. Finley
/s/ Brian Kwait Director March 30, 2001
- -------------------------
Brian Kwait
/s/ James L. Singleton Director March 30, 2001
- -------------------------
James L. Singleton
/s/ David P. Spalding Director March 30, 2001
- -------------------------
David P. Spalding
75
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
SCOTSMAN HOLDINGS, INC.
By:_______________________________
Gerard E. Keefe
Senior Vice President and
Chief Financial Officer
Dated: March 30, 2001
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gerard E. Keefe, his or her attorney-in-fact,
with the power of substitution, for him or her in any and all capacities, to
sign any amendments to this Report, and to file the same with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorney-in-
fact, or his substitute or substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Name Capacity Date
---- -------- ----
Chairman, President, Chief March 30, 2001
__________________
Gerard E. Holthaus Executive Officer and Director
Senior Vice President and March 30, 2001
__________________
Gerard E. Keefe Chief Financial Officer
Controller March 30, 2001
__________________
Glenn A. Schultz
Chairman Emeritus of the March 30, 2001
__________________
Barry P. Gossett Board
Director March 30, 2001
__________________
James N. Alexander
Director March 30, 2001
__________________
Daniel L. Doctoroff
76
Name Capacity Date
---- -------- ----
Director March 30, 2001
_____________________
Michael F. Finley
Director March 30, 2001
_____________________
Brian Kwait
Director March 30, 2001
_____________________
James L. Singleton
Director March 30, 2001
______________________
David P. Spalding
77
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARIES
Schedule I - Condensed Financial Information of Registrant
Condensed Balance Sheets December 31,
---------------------------------
2000 1999
---- ----
(in thousands)
Assets
------
Cash $ 3 $ 3
Investment in subsidiary (30,598) (46,661)
Deferred income taxes 5,452 5,432
---------- -----------
$ (25,143) $ (41,226)
========== ===========
Liabilities and Stockholders' Equity
- ------------------------------------
Accrued expenses $ 12 $ 11
---------- -----------
Stockholders' equity:
Common stock 95 95
Additional paid-in capital 229,101 229,101
Retained earnings 41,505 25,423
---------- -----------
270,701 254,619
Treasury stock (295,856) (295,856)
---------- -----------
(25,155) (41,237)
---------- -----------
$ (25,143) $ (41,226)
========== ===========
Condensed Statements of Operations Year Ended December 31,
----------------------------------
2000 1999 1998
---- ---- ----
(In thousands)
Revenue $ -- $ -- $ --
Selling, general and administrative expenses 55 55 53
Interest -- -- 50
-------- --------- -------
55 55 103
-------- --------- -------
Loss before income taxes (55) (55) (103)
Income tax benefit 19 19 36
-------- --------- -------
Loss before equity in earnings of
subsidiaries and extraordinary item (36) (36) (67)
Equity in earnings of subsidiaries 16,119 17,307 3,791
-------- --------- -------
Net income $ 16,083 $ 17,271 $ 3,724
======== ========= =======
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARIES
78
Schedule I - Condensed Financial Information of Registrant, Continued
Statement of Cash Flows Year Ended December 31,
---------------------------------
2000 1999 1998
---- ---- ----
(in thousands)
Cash flows from operating activities:
Net income $ 16,083 $ 17,271 $ 3,724
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Deferred income tax benefit (20) (19) (36)
Undistributed earnings of subsidiary (16,119) (17,307) (3,791)
Other 1 (1) (818)
-------- -------- --------
Net cash used in operating activities (55) (56) (921)
-------- -------- --------
Cash flows from financing activities:
Dividends received from subsidiary 55 55 22,830
(Repayment) of promissory note -- -- (21,834)
Net proceeds from issuance of common stock -- -- 64,620
Payments to acquire treasury stock -- -- (73)
-------- -------- --------
Net cash provided by financing activities 55 55 923
-------- -------- --------
Net (decrease) increase in cash -- (1) 2
Cash at beginning of period 3 4 2
-------- -------- --------
Cash at end of period $ 3 $ 3 $ 4
======== ======== ========
79
SCOTSMAN HOLDINGS, INC. AND SUBSIDIARIES
Schedule II - Valuation and Qualifying Accounts
Year ended December 31,
-----------------------------
2000 1999 1998
---- ---- ----
(In thousands)
Allowance for Doubtful Accounts:
Balance at beginning of the period $ 1,058 $ 839 $ 253
Provision charged to expense 3,697 3,756 2,329
Acquired allowance - 115 1,262
Accounts receivable written-off (3,772) (3,652) (3,005)
------- ------- -------
Balance at end of the period $ 983 $ 1,058 $ 839
======= ======= =======
80
EXHIBITS TO FORM 10-K
SCOTSMAN HOLDINGS, INC.
EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Description of Document Page
- ----------- ----------------------- -------
12.1 -- Statement regarding computation of ratios. 82
81