Essex Rental Corp. - FORM 10-Q/A

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - Essex Rental Corp.	Financial_Report.xls
EX-31.1 - EXHIBIT 31.1 - Essex Rental Corp.	essx-20130630xex311xrestat.htm
EX-32.1 - EXHIBIT 32.1 - Essex Rental Corp.	essx-20130630xex321xrestat.htm
EX-31.2 - EXHIBIT 31.2 - Essex Rental Corp.	essx-20130630xex312xrestat.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q/A

(Amendment No. 1)



þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended June 30, 2013

¨		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: 001-34601

Essex Rental Corp.

(Exact Name of Registrant as Specified in Its Charter)



Delaware		20-5415048
(State of Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

1110 Lake Cook Road, Suite 220
Buffalo Grove, Illinois		60089
(Address of Principal Executive Offices)		(ZIP Code)

847-215-6500

(Registrant’s Telephone Number, Including Area Code)

None

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 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 þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer ¨		Accelerated filer þ

Non-accelerated filer ¨		Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

24,653,513 shares of common stock, par value $.0001 per share, were outstanding as of the close of business on August 1, 2013.

ESSEX RENTAL CORP.

TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION		Page

Item 1. Financial Statements:

Consolidated Balance Sheets as of June 30, 2013 (As Restated) (Unaudited) and December 31, 2012 (As Restated)		2

Consolidated Statements of Operations (Unaudited) for the Three and Six Months ended June 30, 2013 and 2012		3

Consolidated Statements of Comprehensive Loss (Unaudited) for the Three and Six Months ended June 30, 2013 and 2012		4

Consolidated Statements of Cash Flows (Unaudited) for the Six Months ended June 30, 2013 and 2012		5

Notes to Consolidated Financial Statements (As Restated) (Unaudited)		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (As Restated)		25

Item 3. Quantitative and Qualitative Disclosures About Market Risk		37

Item 4. Controls and Procedures (As Restated)		37

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		38

Item 1A. Risk Factors (As Restated)		38

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		39

Item 3. Defaults upon Senior Securities		40

Item 4. Mine Safety Disclosures		40

Item 5. Other Information		40

Item 6. Exhibits		41

Signatures

EXPLANATORY NOTE

This Amendment No. 1 to Form 10-Q (“Amendment No. 1”) is being filed by Essex Rental Corp. (the “Company”) to amend and restate its Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed with the United States Securities and Exchange Commission (“SEC”) on August 8, 2013 (the “Initial Form 10-Q”). For purposes of this Quarterly Report on Form 10-Q/A, and in accordance with Rule 12b-15 under the Securities Exchange Act of 1934 (Exchange Act), Items 1, 2, and 3 of our Initial Form 10-Q have been amended and restated in their entirety. Pursuant to the rules of the SEC, Exhibits 31.1, 31.2 and 32.1 included in Item 6 have also been amended and restated in their entirety to include currently dated certifications of the Company’s principal executive officer and principal financial officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Other than the Items outlined above, there are no changes to the Initial Form 10-Q, however, for the convenience of the reader, this Amendment No. 1 sets forth those items in the Initial Form 10-Q that are not being amended. Except as otherwise specifically noted, all information contained herein is as of June 30, 2013 and does not reflect any events or changes that have occurred subsequent to that date. We are not required to and we have not updated any forward-looking statements previously included in the Initial Form 10-Q.

This Amendment No. 1 is being filed to correct an error within the unaudited Consolidated Balance Sheets included in the Initial Form 10-Q related to the Company’s classification of indebtedness outstanding under its revolving credit facilities as long-term obligations instead of short-term obligations and an error in the aggregation of its operating subsidiaries' equipment rentals segments in its segment disclosures. Solely because the revolving credit facilities provide for both subjective acceleration clauses and traditional lock-box arrangements, substantially all of the balances outstanding under the revolving credit facilities should have been classified as short-term obligations within the Company’s Consolidated Balance Sheets included in the initial Form 10-Q. The equipment rentals reportable segments of the Company's two operating subsidiaries, Essex Crane and Coast Crane, should not have been aggregated, but reported as separate operating segments, under appropriate accounting guidance that provides for separate segment reporting where two operating segments do not share similar economic characteristics. The errors in our Consolidated Balance Sheets resulted in technical defaults under the Company's revolving credit facilities and certain other debt agreements, which, as of the date of this filing, have all been waived. The above mentioned restatements do not have any impact on the net cash flows, cash balances, revenues, net income or earnings per share of the Company, as previously reported.

As discussed in Note 3 in the accompanying Notes to the Consolidated Financial Statements included in this Amendment No. 1, we have restated our Consolidated Balance Sheets included in the Initial Form 10-Q to reclassify $161.0 million and $206.3 million of outstanding indebtedness under our revolving credit facilities as short-term obligations as of June 30, 2013 and December 31, 2012, respectively,

As discussed in Note 3 in the accompanying Notes to the Consolidated Financial Statements included in this Amendment No. 1, we have restated our reportable segments included in the Initial Form 10-Q to disaggregate the equipment rentals segments of our operating subsidiaries Essex Crane and Coast Crane.

As discussed in Item 4 of this Amendment No. 1, management’s reevaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2013, undertaken in connection with the restatement of our Consolidated Balance Sheets and segment information, and a reassessment of the allocation of goodwill to reporting units for purposes of impairment evaluation, concluded that material weaknesses in our internal control over financial reporting existed as of June 30, 2013. The Company has implemented certain changes in its internal controls as of the date of this filing to address the material weaknesses, and believes these changes will remediate the material weaknesses. However, no assurance can be given that these changes have remediated the material weaknesses until such time that the controls have operated for a sufficient period of time and their operating effectiveness has been tested.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q/A contains statements which are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include statements regarding the intent and belief or current expectations of Essex Rental Corp. (“Essex Rental”) and its management team and may be identified by the use of words like "anticipate", "believe", "estimate", "expect", "intend", "may", "plan", "will", "should", "seek", the negative of these terms or other comparable terminology. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements. Important factors that could cause actual results to differ materially from Essex Rental’s expectations include, without limitation, the continued ability of Essex Rental to successfully execute its business plan, the possibility of a change in demand for the products and services that Essex Rental provides (through its operating subsidiaries, Essex Crane Rental Corp., Coast Crane Company and Coast Crane Ltd.), intense competition which may require us to lower prices or offer more favorable terms of sale, our reliance on third party suppliers, our indebtedness which could limit our operational and financial flexibility, global economic factors including interest rates, general economic conditions, geopolitical events and regulatory changes, our dependence on our management team and key personnel, as well as other relevant risks detailed in our Annual Report on Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission and available on the investor relations section of our website, www.essexrentalcorp.com. The factors listed here are not exhaustive. Many of these uncertainties and risks are difficult to predict and beyond management’s control. Forward-looking statements are not guarantees of future performance, results or events. Essex Rental assumes no obligation to update or supplement forward-looking information in this Form 10-Q/A whether to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results or financial conditions, or otherwise.

ESSEX RENTAL CORP. CONSOLIDATED BALANCE SHEETS

	June 30, 2013			December 31, 2012
	(Restated)			(Restated)
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	2,969,642		$	8,389,321
Accounts receivable, net of allowances for doubtful accounts and credit memos of $2,527,000 and $2,775,000, respectively	13,561,093			14,658,198
Other receivables	2,350,117			2,282,104
Deferred tax assets	3,048,003			3,022,625
Inventory
Retail equipment	4,545,060			1,815,670
Retail spare parts, net	1,369,459			1,386,412
Prepaid expenses and other assets	1,405,584			1,494,751
TOTAL CURRENT ASSETS	29,248,958			33,049,081

Rental equipment, net	294,246,911			306,892,373
Property and equipment, net	6,606,393			6,610,976
Spare parts inventory, net	3,212,485			3,145,129
Identifiable finite lived intangibles, net	1,236,428			1,403,571
Goodwill	1,796,126			1,796,126
Loan acquisition costs, net	7,104,379			1,170,354

TOTAL ASSETS	$	343,451,680		$	354,067,610

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	7,624,910		$	5,342,637
Accrued employee compensation and benefits	1,899,022			1,999,143
Accrued taxes	3,378,488			3,211,400
Accrued interest	912,882			1,359,017
Accrued other expenses	905,622			1,358,036
Unearned rental revenue	1,688,280			1,520,701
Customer deposits	265,481			73,795
Revolving credit facilities - short-term	160,985,424			206,271,218
Term loan - short-term	2,000,000			—
Purchase money security interest debt - short-term	852,709			828,610
Promissory notes	5,178,935			5,130,870
Capital lease obligation	—			3,154
TOTAL CURRENT LIABILITIES	185,691,753			227,098,581

LONG-TERM LIABILITIES
Revolving credit facility	3,947,937			4,321,691
Term loan	37,500,000			—
Purchase money security interest debt	2,011,895			2,147,349
Deferred tax liabilities	43,525,935			46,258,254
TOTAL LONG-TERM LIABILITIES	86,985,767			52,727,294

TOTAL LIABILITIES	272,677,520			279,825,875

Commitments and contingencies

STOCKHOLDERS' EQUITY
Preferred stock, $.0001 par value, Authorized 1,000,000 shares, none issued	—			—
Common stock, $.0001 par value, Authorized 40,000,000 shares; issued and outstanding 24,653,513 shares at June 30, 2013 and 24,555,818 shares at December 31, 2012	2,465			2,456
Paid in capital	125,091,852			124,460,238
Accumulated deficit	(54,326,160		)	(50,230,938		)
Accumulated other comprehensive income, net of tax	6,003			9,979
TOTAL STOCKHOLDERS' EQUITY	70,774,160			74,241,735

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	343,451,680		$	354,067,610

The accompanying notes are an integral part of these financial statements

ESSEX RENTAL CORP. CONSOLIDATED STATEMENTS OF OPERATIONS THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012 (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
REVENUES
Equipment rentals	$	12,191,496		$	11,085,583		$	23,644,846		$	21,184,905
Retail equipment sales	855,245			1,277,506			4,564,929			2,193,952
Used rental equipment sales	4,858,005			7,341,332			8,657,175			12,670,194
Retail parts sales	2,173,193			2,136,954			3,950,723			4,654,196
Transportation	1,878,405			2,130,566			3,070,990			3,474,629
Equipment repairs and maintenance	3,257,411			3,218,898			6,389,546			6,751,148
TOTAL REVENUES	25,213,755			27,190,839			50,278,209			50,929,024

COST OF REVENUES
Salaries, payroll taxes and benefits	2,750,305			2,822,915			5,501,163			5,706,051
Depreciation	4,657,607			5,139,624			9,328,743			10,385,811
Retail equipment sales	677,857			1,107,288			3,808,477			1,827,103
Used rental equipment sales	4,008,164			6,132,181			6,610,130			10,836,080
Retail parts sales	1,630,306			1,600,625			2,981,171			3,486,651
Transportation	1,810,070			1,897,681			2,941,275			3,034,654
Equipment repairs and maintenance	2,598,172			2,395,681			5,479,188			5,365,673
Yard operating expenses	718,257			768,261			1,542,276			1,556,319
TOTAL COST OF REVENUES	18,850,738			21,864,256			38,192,423			42,198,342

GROSS PROFIT	6,363,017			5,326,583			12,085,786			8,730,682

Selling, general and administrative expenses	6,312,810			6,544,866			12,394,010			13,532,821
Other depreciation and amortization	258,426			310,051			542,327			636,455
LOSS FROM OPERATIONS	(208,219		)	(1,528,334		)	(850,551		)	(5,438,594		)

OTHER INCOME (EXPENSES)
Other income	1,037			17,986			5,589			2,426
Interest expense	(2,985,288		)	(2,874,300		)	(5,500,476		)	(5,782,982		)
Foreign currency exchange losses	(212,434		)	(90,619		)	(328,469		)	(55,080		)
TOTAL OTHER INCOME (EXPENSES)	(3,196,685		)	(2,946,933		)	(5,823,356		)	(5,835,636		)

LOSS BEFORE INCOME TAXES	(3,404,904		)	(4,475,267		)	(6,673,907		)	(11,274,230		)

BENEFIT FOR INCOME TAXES	(1,472,932		)	(1,583,270		)	(2,578,685		)	(3,685,891		)

NET LOSS	$	(1,931,972	)	$	(2,891,997	)	$	(4,095,222	)	$	(7,588,339	)

Weighted average shares outstanding:
Basic	24,653,513			24,543,308			24,632,629			24,534,205
Diluted	24,653,513			24,543,308			24,632,629			24,534,205

Loss per share:
Basic	$	(0.08	)	$	(0.12	)	$	(0.17	)	$	(0.31	)
Diluted	$	(0.08	)	$	(0.12	)	$	(0.17	)	$	(0.31	)

The accompanying notes are an integral part of these financial statements

ESSEX RENTAL CORP. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012 (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Net loss	$	(1,931,972	)	$	(2,891,997	)	$	(4,095,222	)	$	(7,588,339	)

Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	890			6,175			(3,976		)	15,536
Change in fair value of interest rate swap, net of tax of $236,119 and $411,429, respectively, for the three and six months ended June 30, 2012	—			352,633			—			632,794
Other comprehensive income (loss)	890			358,808			(3,976		)	648,330

Comprehensive loss	$	(1,931,082	)	$	(2,533,189	)	$	(4,099,198	)	$	(6,940,009	)

The accompanying notes are an integral part of these financial statements

ESSEX RENTAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2013 AND 2012 (Unaudited)

	Six Months Ended June 30,
	2013			2012

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(4,095,222	)	$	(7,588,339	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization of tangible assets	9,703,927			10,833,842
Amortization of loan acquisition costs and other intangibles	1,010,395			615,098
Amortization of promissory notes discount	48,065			48,064
Gain on sale of rental equipment	(2,047,045		)	(1,834,114		)
Deferred income taxes	(2,736,979		)	(3,803,542		)
Share based compensation expense	584,766			757,938
Change in fair value of interest rate swaps	—			(398,031		)
Changes in operating assets and liabilities:
Accounts receivable, net	965,833			(2,928,142		)
Other receivables	(68,013		)	362,084
Prepaid expenses and other assets	89,167			137,022
Retail equipment inventory	(2,734,087		)	204,064
Spare parts inventory	(58,680		)	627,544
Accounts payable and accrued expenses	1,600,191			(235,844		)
Unearned rental revenue	167,579			343,965
Customer deposits	191,682			432,031
Total change in operating assets and liabilities	153,672			(1,057,276		)

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	2,621,579			(2,426,360		)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of rental equipment	(2,851,561		)	(2,870,035		)
Purchases of property and equipment	(603,189		)	(644,830		)
Accounts receivable from rental equipment sales	131,272			1,163,000
Proceeds from sale of rental equipment	8,657,175			12,670,194

NET CASH PROVIDED BY INVESTING ACTIVITIES	5,333,697			10,318,329

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from revolving credit facilities	47,393,909			45,041,215
Payments on revolving credit facilities	(93,053,457		)	(52,606,348		)
Proceeds from term loan	40,000,000			—
Payments on term loan	(500,000		)	—
Payments on purchase money security interest debt	(575,154		)	(336,702		)
Payments on capital lease obligation	(3,205		)	(3,846		)
Employer repurchase of shares to satisfy minimum tax withholding	(102,642		)	—
Payments for loan acquisition costs	(6,782,921		)	(191,862		)

NET CASH USED IN FINANCING ACTIVITIES	(13,623,470		)	(8,097,543		)

Effect of exchange rate changes on cash and cash equivalents	248,515			94,069

NET DECREASE IN CASH AND CASH EQUIVALENTS	(5,419,679		)	(111,505		)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	8,389,321			9,030,383

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	2,969,642		$	8,918,878

ESSEX RENTAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) SIX MONTHS ENDED JUNE 30, 2013 AND 2012 (Unaudited)

	Six Months Ended June 30,
	2013		2012

SUPPLEMENTAL SCHEDULE OF NON-CASH
INVESTING / FINANCING ACTIVITIES
Board of Directors fees paid in common stock	$	149,500	$	121,943
Equipment obtained through capital lease	$	51	$	309
Equipment purchased directly through short-term debt obligation	$	463,799	$	—
Unrealized gain on designated derivative instruments, net of tax	$	—	$	(632,794	)

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest and swaps	$	5,101,621	$	4,839,018
Cash paid for income taxes, net	$	101,429	$	41,515

The accompanying notes are an integral part of these financial statements

ESSEX RENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


1.	Business and Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Essex Rental Corp. (“Essex Rental”) and its wholly owned subsidiaries Essex Holdings, LLC ("Holdings"), Essex Crane Rental Corp. ("Essex Crane"), Essex Finance Corp. (“Essex Finance”), CC Acquisition Holding Corp. (“CC Acquisition”), Coast Crane Company, formerly known as CC Bidding Corp. (“Coast Crane”) and Coast Crane Ltd. (“Coast Crane Ltd.") (collectively the "Company"). All intercompany accounts and transactions have been eliminated in consolidation.

The Company is engaged primarily in renting lattice boom crawler cranes and attachments, tower cranes and attachments, rough terrain cranes, boom trucks and other related heavy lifting machinery and equipment to the construction industry throughout the United States of America, including Hawaii and Alaska, and Canada. The assets are rented for use in building and maintaining power plants, refineries, bridge and road construction, alternative energy, water treatment facilities and other industrial, commercial, residential and infrastructure related projects. The Company is also engaged in servicing and distributing heavy lifting machinery and other construction related equipment and parts.

The accompanying consolidated financial statements of the Company include all adjustments (consisting of normal recurring adjustments) which management considers necessary for the fair presentation of the Company’s operating results, financial position and cash flows as of and for all periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted from these unaudited financial statements in accordance with applicable rules.

The results of operations for the three and six months ended June 30, 2013 are not necessarily indicative of the results to be expected for the full year ending December 31, 2013. For further information, please refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.


2.	Significant Accounting Policies (As Restated)

Please refer to Note 2 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2012 for a complete description of our significant accounting policies.

Reclassifications

Certain prior year amounts in the consolidated cash flow statements and segment information note have been reclassified to conform to the current year presentation. The reclassifications had no effect on net loss, net cash flows or shareholders' equity.

Use of Estimates

The preparation of these financial statements requires management to make estimates and assumptions that affect certain reported amounts of assets, liabilities, revenues, expenses, contingent assets and liabilities, and the related disclosures. Accordingly, actual results could materially differ from those estimates. Significant estimates include the allowance for doubtful accounts and credit memos, spare parts inventory obsolescence reserve, useful lives for rental equipment and property and equipment, deferred income taxes, personal property tax receivable and accrual, loss contingencies and the fair value of interest rate swaps and other financial instruments.

Fair Value of Financial Instruments, Including Derivative Instruments

The valuation of financial instruments requires the Company to make estimates and judgments that affect the fair value of the instruments. The Company, where possible, bases the fair values of its financial instruments, including its derivative instruments, on listed market prices and third party quotes. Where these are not available, the Company bases its estimates on current instruments with similar terms and maturities or on other factors relevant to the financial instruments.

ESSEX RENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Segment Reporting (As Restated)

We have determined, in accordance with applicable accounting guidance regarding operating segments that we have four reportable segments. We derive our revenues from four principal business activities: (1) Essex Crane equipment rentals; (2) Coast Crane equipment rentals; (3) equipment distribution; and (4) parts and service. These segments are based upon how we allocate resources and assess performance. See Note 13 to the consolidated financial statements regarding our segment information.

Recently Issued and Adopted Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board ("FASB") issued authoritative guidance regarding the reporting of reclassifications out of accumulated other comprehensive income. Under the new guidance, an entity has the option to present either parenthetically on the face of the financial statements or in the notes, significant amounts reclassified from each component of accumulated other comprehensive income and the statement of operations line items affected by the reclassification. The amendment does not change the current requirements for reporting net income or other comprehensive income in the financial statements. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. The Company adopted this guidance during the three months ended March 31, 2013 and has disclosed the reclassifications out of other comprehensive income and the affect on the statement of operations line items within the notes to the consolidated financial statements.


3.	Restatement

On March 17, 2015, the Company concluded that certain of the Company's previously issued Consolidated Financial Statements, including those for the period covered by this report, should not be relied upon due to errors relating to the Company's classification of its revolving credit facilities and errors related to segment reporting. Management concluded that (i) reclassification of certain of the obligations under the revolving credit facilities as short term obligations is appropriate under relevant accounting guidance that provides for such classification when a credit facility includes a subjective acceleration clause and a traditional lock-box arrangement and (ii) the equipment rental operating segment of the Company's two operating subsidiaries, Essex Crane and Coast Crane, should not be aggregated, but reported as separate segments, under applicable accounting guidance that provides for segment reporting when two operating segments do not share similar economic characteristics based on certain quantitative measures. The restatement of the Consolidated Financial Statements included in this report does not have any impact on the net cash flows, cash balances, revenues, net income or earnings per share of the Company, as previously reported.

The Company has restated its Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012. In addition, Note 5 and Note 13 to the Consolidated Financial Statements have been restated to reflect the correction of these errors.

The effects of the restatement of certain revolving credit facilities to short-term obligations on the Consolidated Balance Sheet as of June 30, 2013 are as follows:



	As of June 30, 2013
	As Previously Reported		Adjustments			As Restated
Current Liabilities:
Revolving credit facilities - short-term	$	—	$	160,985,424		$	160,985,424
Total Current Liabilities	24,706,329		160,985,424			185,691,753

Long-term Liabilities:
Revolving credit facility	164,933,361		(160,985,424		)	3,947,937
Total Long-term Liabilities	$	247,971,191	$	(160,985,424	)	$	86,985,767

The effects of the restatement of the revolving credit facilities to short-term obligations on the consolidated balance sheet as of December 31, 2012 are as follows:

ESSEX RENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)



	As of December 31, 2012
	As Previously Reported		Adjustments			As Restated
Current Liabilities:
Revolving credit facilities - short-term	$	—	$	206,271,218		$	206,271,218
Total Current Liabilities	20,827,363		206,271,218			227,098,581

Long-term Liabilities:
Revolving credit facility	210,592,909		(206,271,218		)	4,321,691
Total Long-term Liabilities	$	258,998,512	$	(206,271,218	)	$	52,727,294

The effects of the restatement related to the disaggregation of the equipment rentals segment revenue and gross profit within Note 13 for the three months ended June 30, 2013 are as follows:



	Three Months Ended June 30, 2013
	As Previously Reported		Adjustments			As Restated
Segment revenues:
Equipment rentals	$	18,927,906	$	(18,927,906	)	$	—
Essex Crane equipment rentals	—		10,439,843			10,439,843
Coast Crane equipment rentals	—		8,488,063			8,488,063

Segment gross profit:
Equipment rentals	4,731,163		(4,731,163		)	—
Essex Crane equipment rentals	—		1,629,025			1,629,025
Coast Crane equipment rentals	—		3,102,138			3,102,138

The effects of the restatement related to the disaggregation of the equipment rentals segment revenue and gross profit within Note 13 for the three months ended June 30, 2012 are as follows:



	Three Months Ended June 30, 2012
	As Previously Reported		Adjustments			As Restated
Segment revenues:
Equipment rentals	$	20,557,481	$	(20,557,481	)	$	—
Essex Crane equipment rentals	—		10,972,674			10,972,674
Coast Crane equipment rentals	—		9,584,807			9,584,807

Segment gross profit:
Equipment rentals	4,040,802		(4,040,802		)	—
Essex Crane equipment rentals	—		1,395,097			1,395,097
Coast Crane equipment rentals	$	—	$	2,645,705		$	2,645,705

The effects of the restatement related to the disaggregation of the equipment rentals segment revenue and gross profit within Note 13 for the six months ended June 30, 2013 are as follows:

ESSEX RENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)



	Six Months Ended June 30, 2013
	As Previously Reported		Adjustments			As Restated
Segment revenues:
Equipment rentals	$	35,373,011	$	(35,373,011	)	$	—
Essex Crane equipment rentals	—		17,877,815			17,877,815
Coast Crane equipment rentals	—		17,495,196			17,495,196

Segment gross profit:
Equipment rentals	8,748,389		(8,748,389		)	—
Essex Crane equipment rentals	—		2,465,799			2,465,799
Coast Crane equipment rentals	—		6,282,590			6,282,590

The effects of the restatement related to the disaggregation of the equipment rentals segment revenue and gross profit within Note 13 for the six months ended June 30, 2012 are as follows:



	Six Months Ended June 30, 2012
	As Previously Reported		Adjustments			As Restated
Segment revenues:
Equipment rentals	$	37,329,728	$	(37,329,728	)	$	—
Essex Crane equipment rentals	—		17,892,145			17,892,145
Coast Crane equipment rentals	—		19,437,583			19,437,583

Segment gross profit:
Equipment rentals	5,779,395		(5,779,395		)	—
Essex Crane equipment rentals	—		1,805,026			1,805,026
Coast Crane equipment rentals	$	—	$	3,974,369		$	3,974,369

The effects of the restatement related to the disaggregation of the equipment rentals segment identified assets within Note 13 as of June 30, 2013 along with the impact of certain reclassifications to conform with the current year presentation are as follows:



	As of June 30, 2013
	As Previously Reported		Adjustments			Reclassifications			As Restated
Segment identified assets:
Equipment rentals	$	315,255,215	$	(315,255,215	)	$	—		$	—
Essex Crane equipment rentals	—		231,659,509			—			231,659,509
Coast Crane equipment rentals	—		83,595,706			491,810			84,087,516
Parts and service	$	6,041,973	$	—		$	(491,810	)	$	5,550,163

The effects of the restatement related to the disaggregation of the equipment rentals segment identified assets within Note 13 as of December 31, 2012 along with the impact of certain reclassifications to conform with the current year presentation are as follows:

ESSEX RENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)



	As of December 31, 2012
	As Previously Reported		Adjustments			Reclassifications			As Restated
Segment identified assets:
Equipment rentals	$	328,177,713	$	(328,177,713	)	$	—		$	—
Essex Crane equipment rentals	—		239,569,825			—			239,569,825
Coast Crane equipment rentals	$	—	$	88,607,888		$	582,737		$	89,190,625
Parts and service	$	6,593,538	$	—		$	(582,737	)	$	6,010,801


4.	Intangible Assets

As of June 30, 2013 and December 31, 2012, goodwill related to the acquisition of Coast Crane's assets was approximately $1.8 million. Goodwill represents the excess of the total consideration transferred over the fair value of the identifiable assets acquired, net of liabilities assumed.

The following table presents the gross carrying amount, accumulated amortization and net carrying amount of the Company’s other identifiable finite lived intangible assets at June 30, 2013:



	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Other identifiable intangible assets:
Essex Crane customer relationship	$	784,826	$	(784,826	)	$	—
Essex Crane trademark	804,130		(804,130		)	—
Coast Crane customer relationship	1,500,000		(553,572		)	946,428
Coast Crane trademark	600,000		(310,000		)	290,000
	$	3,688,956	$	(2,452,528	)	$	1,236,428

The following table presents the gross carrying amount, accumulated amortization and net carrying amount of the Company’s other identifiable intangible assets at December 31, 2012:



	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Other identifiable intangible assets:
Essex Crane customer relationship	$	784,826	$	(784,826	)	$	—
Essex Crane trademark	804,130		(804,130		)	—
Coast Crane customer relationship	1,500,000		(446,429		)	1,053,571
Coast Crane trademark	600,000		(250,000		)	350,000
	$	3,688,956	$	(2,285,385	)	$	1,403,571

The gross carrying amount of the Essex Crane customer relationship intangible was reduced by $0 for the three months ended June 30, 2012 and $64,591 for the six months ended June 30, 2012 as a result of the recognition of the tax benefit related to excess tax deductible goodwill. The gross carrying amount of the Essex Crane trademark intangible was reduced by $0 for the three months ended June 30, 2012 and $70,191 for the six months ended June 30, 2012 as a result of the recognition of the tax benefit related to excess tax deductible goodwill. The net carrying amounts of the Essex Crane customer relationship and trademark were reduced to zero as a result of the tax benefit related to excess tax deductible goodwill and amortization during the six months ended June 30, 2012.

The Company’s amortization expense associated with other intangible assets was $83,572 and $83,571 for the three months ended June 30, 2013 and 2012, respectively. The Company’s amortization expense associated with other intangible assets was $167,143 and $188,424 for the six months ended June 30, 2013 and 2012, respectively.

ESSEX RENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The following table presents the estimated future amortization expense related to intangible assets as of June 30, 2013 for the years ended December 31:



2013	$	167,142
2014	334,286
2015	324,286
2016	214,286
2017	196,428
Total	$	1,236,428


5.	Revolving Credit Facilities and Other Debt Obligations (As Restated)

The Company’s revolving credit facilities and other debt obligations consist of the following:



	Principal Outstanding at				Weighted Average Interest as of	Maturity
	June 30, 2013		December 31, 2012		June 30, 2013	Date Ranges
	(Restated)		(Restated)		(Restated)	(Restated)
Essex Crane revolving credit facility - short-term	$	150,451,569	$	151,286,537	3.97%	October 2016
Coast Crane revolving credit facility - short-term	10,533,855		54,984,681		5.47%	March 2017
Coast Crane revolving credit facility - long-term	3,947,937		4,321,691		5.43%	March 2017
Term loan	37,500,000		—		5.25%	June 2014 - March 2017
Term loan - short-term	2,000,000		—		5.25%	within 1 year
Unsecured promissory notes (related party) (1)	5,178,935		5,130,870		11.90%	December 2013
Purchase money security interest debt	2,011,895		2,147,349		4.53%	September 2015-January 2018
Purchase money security interest debt - short-term	852,709		828,610		4.53%	within 1 year
Total debt obligations outstanding	$	212,476,900	$	218,699,738

(1) Includes the impact on interest expense from the accretion of the discount related to the detachable warrants issued with the debt. See "Unsecured Promissory Notes" discussion within this footnote for further discussion.

Essex Crane Revolving Credit Facility

In conjunction with the acquisition of Holdings on October 31, 2008, Essex Crane amended its senior secured revolving line of credit facility (“Essex Crane Revolving Credit Facility”), which permitted it to borrow up to $190.0 million with a $20.0 million aggregate sublimit for letters of credit. Essex Crane may borrow up to an amount equal to the sum of 85% of eligible net receivables and 75% of the net orderly liquidation value of eligible rental equipment. The Essex Crane Revolving Credit Facility is collateralized by a first priority security interest in substantially all of Essex Crane’s assets.

On March 15, 2013, the Essex Crane Revolving Credit Facility was amended and restated to extend the maturity to October 31, 2016. The amendment reduced the maximum amount Essex Crane is able to borrow to $175.0 million. The amendment also provided for increases in the applicable prime rate margin, Euro-dollar LIBOR margin and unused line commitment fee to 1.75%, 3.75% and 0.375%, respectively. Under the amendment, the springing covenant threshold is eliminated and, instead, Essex Crane is required to have availability in excess of 10% of the outstanding commitment and is subject to a fixed charge coverage ratio of 1.10 to 1.00. Further, under the amendment, the aggregate commitment will be reduced by: (i) on an individual transaction basis, 100% of the net cash proceeds from the sales of certain assets and (ii) on an annual basis commencing in 2014, 60% of free cash flow, other than net cash proceeds from certain asset sales, as defined within the amended and restated revolving credit facility. In addition, the maximum commitment may not exceed $165.0 million, $150.0 million and $130.0 million beginning on March 31, 2014, March 31, 2015 and February 28, 2016, respectively. The amendment also provides for an annual limit on certain capital expenditures of $2.0 million and limits the ability of Essex Crane to make distributions to affiliates. All other terms of the October 31, 2008 amendment remained in effect following such amendment.

ESSEX RENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Borrowings under the Essex Crane Revolving Credit Facility, as amended, accrue interest at the borrower’s option of either (a) the bank’s prime rate (3.25% at June 30, 2013) plus an applicable margin or (b) a Euro-dollar rate based on the rate the bank offers deposits of U.S. Dollars in the London interbank market (“LIBOR”) (0.19% at June 30, 2013) plus an applicable margin. Essex Crane is also required to pay a monthly commitment fee with respect to the undrawn commitments under the Essex Crane Revolving Credit Facility. At June 30, 2013, the applicable prime rate margin, Euro-dollar LIBOR margin, and unused line commitment fee were 1.75%, 3.75% and 0.375%, respectively. At December 31, 2012 (prior to the amendment described above), the applicable prime rate margin, Euro-dollar LIBOR margin, and unused line commitment fee were 0.25%, 2.25% and 0.25%, respectively.

The maximum amount that could be borrowed under the Essex Crane Revolving Credit Facility, net of letters of credit, interest rate swaps and other reserves was approximately $174.8 million and $185.8 million as of June 30, 2013 and December 31, 2012, respectively. Essex Crane’s available borrowing under its revolving credit facility was approximately $24.3 million and $34.5 million as of June 30, 2013 and December 31, 2012, respectively. As of June 30, 2013, there was $8.2 million of available formulated collateral in excess of the maximum borrowing amount of $174.8 million Although the Essex Crane Revolving Credit Facility limits Essex Crane’s ability to incur additional indebtedness, Essex Crane is permitted to incur certain additional indebtedness, including secured purchase money indebtedness of up to $1.5 million outstanding at any time, subject to certain conditions set forth in the Essex Crane Revolving Credit Facility.

As a result of the errors in our Consolidated Balance Sheets discussed in Note 3 as of June 30, 2013 and for the three and six months then ended, Essex Crane was in technical default under the Essex Crane Revolving Credit Facility. Such default was waived as of March 19, 2015 by the lenders under such facility. Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on the Company's liquidity and operations.

The Essex Crane Revolving Credit Facility includes a subjective acceleration clause and requires the Company to maintain a traditional lock-box. As a result, the Essex Crane Revolving Credit Facility is classified as a short-term obligation within the Company's Consolidated Balance Sheets.

Coast Crane Revolving Credit Facility

On November 24, 2010, Coast Crane entered into a new revolving credit facility in conjunction with the acquisition of Coast Crane's assets (the “Coast Crane Revolving Credit Facility”). The Coast Crane Revolving Credit Facility provided for a revolving loan and letter of credit facility in the maximum aggregate principal amount of $75.0 million with a $2.0 million aggregate principal sublimit for letters of credit. Coast Crane’s ability to borrow under the Coast Crane Revolving Credit Facility is subject to, among other things, a borrowing base calculated based on the sum of (a) 85% of eligible accounts, (b) the lesser of 50% of eligible spare parts inventory and $5.0 million, (c) the lesser of 95% of the lesser of (x) the net orderly liquidation value and (y) the invoice cost, of eligible new equipment inventory and $15.0 million and (d) 85% of the net orderly liquidation value of eligible other equipment, less reserves established by the lenders and the liquidity reserve.

On November 14, 2011 the Coast Crane Revolving Credit Facility was amended and restated to include Coast Crane Ltd. as a signatory to the credit facility. The amendment provided that equipment owned by Coast Crane located in Canada may be included in the borrowing base calculation, which was previously prohibited. As amended, the Coast Crane Revolving Credit Facility agreement is collateralized by a first priority security interest in substantially all of Coast Crane’s and Coast Crane Ltd.’s assets.

Proceeds of the first borrowing under the amended Coast Crane Revolving Credit Facility in the amount of $1.5 million were used to pay off the remaining balance on the Coast Crane Ltd.'s revolving credit facility at the time of its termination in November 2011.

On May 7, 2012, the Coast Crane Revolving Credit Facility was amended to provide certain limitations on net capital expenditures and a $3.7 million “first amendment reserve” (as defined in the Coast Crane Revolving Credit Facility). The amendment also provides for a modified fixed charge coverage ratio of 1.20 to 1.00 as well as an obligation of Essex to contribute, or cause to be contributed, to Coast Crane up to $2.5 million to the extent that EBITDA for Coast Crane for the year ending December 31, 2012 was less than $6.0 million. Coast Crane EBITDA for the year ended December 31, 2012 exceeded the $6.0 million threshold and no contribution from Essex was required. The amendment also reduced the amount of certain additional indebtedness, including secured purchase money indebtedness, that Coast Crane may incur to $7.0 million for the year ending December 31, 2012 and $10.0 million thereafter. All other terms of the November 14, 2011 amendment and restatement remained in effect following such amendment.

ESSEX RENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

A definitional interpretation resulted in Coast Crane's lenders determining that the springing fixed charge coverage ratio of 1.20 to 1.00 (which under the Coast Crane Revolving Credit Facility was triggered if Coast Crane's borrowing availability fell below $8.0 million) was triggered notwithstanding that Coast Crane and Coast Crane Ltd. had combined excess availability of $9.5 million, $8.4 million and $8.5 million as of January 31, 2012, February 29, 2012 and March 31, 2012, respectively. The modified fixed charge coverage ratio included in the May 7, 2012 amendment replaced the springing trailing twelve month fixed charge coverage ratio. The May 7, 2012 amendment also addressed and waived Coast Crane’s non-compliance (which existed as of March 31, 2012) with certain delivery and reporting requirements contained in the Coast Crane Revolving Credit Facility.

On March 12, 2013, the Coast Crane Revolving Credit Facility was amended and restated to extend the maturity date to March 12, 2017. The amendment also provides for a $40.0 million term loan and reduces the aggregate maximum principal amount of the revolving loan and letter of credit facility by a corresponding amount to $35.0 million. In addition, the amendment provides for scheduled quarterly term loan payments to reduce the term loan principal outstanding by $0.5 million beginning on June 30, 2013. The amounts borrowed under the term loan which are repaid or prepaid may not be reborrowed. All other terms of the May 7, 2012 amendment and restatement remained in effect following such amendment.

Interest accrues on Coast Crane's outstanding revolving loans and term loan under the revolving credit facility at either a per annum rate equal to (a) LIBOR plus 3.75%, with a 1.50% LIBOR floor or (b) the Base rate plus 2.75%, at Coast Crane’s election. Coast Crane will be obligated to pay a letter of credit fee on the outstanding letter of credit accommodations based on a per annum rate of 3.75%. Interest on the revolving loans and fees on the letter of credit accommodations is payable monthly in arrears. Coast Crane is also obligated to pay an unused line fee on the amount by which the maximum credit under the Coast Crane Revolving Credit Facility exceeds the aggregate amount of revolving loans and letter of credit accommodations based on a per annum rate of 0.50%. At June 30, 2013, the applicable LIBOR rate, Base rate, and unused line commitment fee were 0.27%, 3.25% and 0.50%, respectively. At December 31, 2012, the applicable LIBOR rate, Base rate, and unused line commitment fee were 0.31%, 3.25% and 0.50%, respectively.

The maximum amount that could be borrowed under the revolving loans under the Coast Crane Revolving Credit Facility was approximately $32.8 million and $66.2 million as of June 30, 2013 and December 31, 2012, respectively. Coast Crane’s available borrowing under the Coast Crane Revolving Credit Facility was approximately $9.1 million and $6.9 million, respectively, after certain lender reserves of $9.2 million and $8.8 million as of June 30, 2013 and December 31, 2012, respectively. As of December 31, 2012, there was $0.2 million of available formulated collateral in excess of the maximum borrowing amount of $75.0 million. Although the Coast Crane Revolving Credit Facility limits Coast Crane’s and Coast Crane Ltd.’s ability to incur additional indebtedness Coast Crane and Coast Crane Ltd. are permitted to incur certain additional indebtedness, including secured purchase money indebtedness, subject to certain conditions set forth in the Coast Crane Revolving Credit Facility.

As of June 30, 2013, the outstanding balance on the term loan portion of the Coast Crane Revolving Credit Facility was $39.5 million with $2.0 million of the outstanding balance classified as a current liability as a result of the scheduled quarterly term loan payments of $0.5 million that began on June 30, 2013.

As a result of the errors in our Consolidated Balance Sheets discussed in Note 3 as of June 30, 2013 and for the three and six months then ended, Coast Crane was in technical default under the Coast Crane Revolving Credit Facility. Such default was waived as of March 20, 2015 by the lenders under such facility. Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on the Company's liquidity and operations.

The Coast Crane Revolving Credit Facility includes a subjective acceleration clause and requires the Company to maintain a traditional lock-box for Coast Crane and a springing lock-box for Coast Crane Ltd. As a result, the Coast Crane Revolving Credit Facility, with respect to Coast Crane borrowings, is classified as a short-term obligation within the Company's Consolidated Balance Sheets. The Coast Crane Ltd. borrowings under the Coast Crane Revolving Credit facility are classified as long-term obligations within the Company's Consolidated Balance Sheets.

Unsecured Promissory Notes

In November 2010, the Company entered into an agreement with the holders of certain Coast Crane indebtedness pursuant to which such holders agreed, in consideration of the assumption of such indebtedness by the Company, to exchange such indebtedness for one or more promissory notes issued by the Company in the aggregate principal amount of $5.2 million. As additional consideration under the agreement, the Company agreed to issue 90,000 warrants to the holders of such indebtedness entitling the holder thereof to purchase up to 90,000 shares of Essex Rental common stock at an exercise price of $0.01 per share, and to reimburse such holders for certain legal fees incurred in connection with the transaction.

ESSEX RENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

In accordance with accounting guidance related to debt issued with conversion or other options, the fair value of the detachable warrants of $296,400 is recorded as a discount to the principal balance outstanding with an offset to additional paid-in capital on the consolidated statements of stockholders’ equity and will be amortized on a straight-line basis over the three years life of the notes as additional interest expense on the consolidated statement of operations, which is not materially different than the effective interest method. The unamortized balance of this discount was $48,065 and $96,130 as of June 30, 2013 and December 31, 2012, respectively.

Interest accrues on the outstanding promissory notes at a per annum rate of 10% and is payable annually in arrears.

As a result of the errors in our Consolidated Balance Sheets discussed in Note 3 as of June 30, 2013 and for the three and six months then ended, the Company was in technical default under the unsecured promissory notes. Such default was waived as of March 24, 2015 by the lenders. Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on the Company's liquidity and operations.

Purchase Money Security Interest Debt

As of June 30, 2013, the Company's purchase money security interest debt consisted of the financing of nine pieces of equipment. These debt obligations accrue interest at rates that range from LIBOR plus 3.25% to LIBOR plus 5.38% per annum with interest payable in arrears. The obligations are secured by the equipment purchased and have maturity dates that range from September 2015 to January 2018. As these loans are amortizing, approximately $0.9 million of the total $2.9 million in principal payments is due prior to June 30, 2014 and as such, this amount is classified as a current liability in the accompanying consolidated balance sheets as of June 30, 2013.

During the six months ended June 30, 2013, the Company entered into one new debt obligation totaling approximately $0.5 million related to the financing of one new rough terrain crane purchase. The obligation is secured by the crane purchased, is set to mature in January 2018, and accrues interest at a rate of LIBOR plus 5.38% per annum.

During the six months ended June 30, 2013, the Company repaid approximately $0.2 million to satisfy the purchase money security interest debt obligation related to one piece of equipment upon the sale of the equipment through the Company's retail distribution segment.

As of December 31, 2012, the purchase money security interest debt consisted of the financing of nine pieces of equipment with an outstanding balance of approximately $3.0 million. The interest rates at December 31, 2012 ranged from LIBOR plus 3.25% to LIBOR plus 5.38%.

As described above, Essex Crane and Coast Crane (including Coast Crane Ltd.) are permitted to incur up to $1.5 million and $10.0 million, respectively, of secured purchase money indebtedness under the terms of, and subject to certain conditions set forth in, the Essex Crane Revolving Credit Facility and Coast Crane Revolving Credit Facility, respectively.

As a result of the errors in our Consolidated Balance Sheets discussed in Note 3 as of June 30, 2013 and for the three and six months then ended, the Company was in technical default under the purchase money security interest debt agreements. Such default was waived as of March 18, 2015 by the lenders. Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on the Company's liquidity and operations.


6.	Derivatives and Hedging Activities – Interest Rate Swap Agreements

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings.

Cash Flow Hedges of Interest Rate Risk

ESSEX RENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. During the three and six months ended June 30, 2012, the Company had four interest rate swaps outstanding, which involved the receipt of variable-rate amounts from counterparties in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amounts.

Essex Crane Interest Rate Swap

In November 2008, Essex Crane entered into an interest rate swap agreement with the lead lender of the Essex Crane Revolving Credit Facility to hedge its exposure to interest rate fluctuations. The swap agreement had a notional principal amount of $100.0 million and matured in November 2012. Under the agreement, the Company paid a 2.71% fixed interest rate plus the applicable margin under the revolving credit facility (or a total interest rate of 4.96%). This interest rate swap was designated as a cash flow hedge.

The swap agreement established a fixed rate of interest for the Company and requires the Company or the bank to pay a settlement amount depending upon the difference between the 30 day floating LIBOR rate and the swap fixed rate of 2.71%. The differential to be paid or received under the swap agreement has been accrued and paid as interest rates changed and such amounts were included in interest expense for the respective period. Interest payment dates for the revolving loan were dependent upon the interest rate options selected by the Company. Interest rates on the revolving credit facility were determined based on Wells Fargo’s prime rate or LIBOR rate, plus a margin depending on certain criteria in the agreement.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. There was no hedge ineffectiveness recognized during the three and six months ended June 30, 2012.

For the three and six months ended June 30, 2012, the change in net unrealized loss on the derivative designated as a cash flow hedge reported as a component of other accumulated comprehensive income was a decrease of $0.6 million ($0.4 million net of tax) and a decrease of $1.0 million ($0.6 million net of tax), respectively. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.

Coast Crane Interest Rate Swaps

The Company assumed three interest rate swaps in conjunction with the Coast Acquisition. The assumed interest rate swaps had a notional amount of $7.0 million each and expired on May 18, 2012. Under the agreements, the Company paid fixed interest of 5.62% and received an interest rate based on three-month LIBOR. The Company did not contemporaneously document the hedge designation on the date of assumption in order to qualify for hedge accounting treatment due to economic reasons and the projected inherent hedge ineffectiveness. The changes in fair values of the assumed swaps for the three months ended June 30, 2012 was an unrealized gain of approximately $0.1 million and was reported as a component of interest expense in the consolidated statement of operations. The changes in fair values of the assumed swaps for the six months ended June 30, 2012 was an unrealized gain of approximately $0.4 million and was reported as a component of interest expense in the consolidated statement of operations.

Essex Rental Corp. Summary

The Company’s consolidated weighted average interest rate of total debt outstanding, including the impact of the interest rate swaps was 4.51% and 3.49% at June 30, 2013 and December 31, 2012, respectively. The impact of the interest rate swaps resulted in an increase in interest expense of approximately $0.6 million for the three months ended June 30, 2012. The impact of the interest rate swaps resulted in an increase in interest expense of approximately $1.3 million for the six months ended June 30, 2012.

The table below presents the effect of the Company’s derivative financial instruments on the consolidated statement of operations for the six months ended June 30, 2013 and 2012. These amounts are presented as other comprehensive income (loss) (“OCI”).

ESSEX RENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)



Derivatives in Cash Flow Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)			Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)			Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
For the Six Months Ended June 30, 2013
Interest Rate Swap	$	—		Interest expense	$	—		Other income / (expense)	$	—
For the Six Months Ended June 30, 2012
Interest Rate Swap	$	(199,657	)	Interest expense	$	(1,243,880	)	Other income / (expense)	$	—

Credit-risk-related Contingent Features

Essex Crane had an agreement with its derivative counterparty that contains a provision where if it defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then it could also be declared in default on their derivative obligations.


7.	Fair Value

The FASB issued a statement on Fair Value Measurements which, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis and clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:


•	Level 1 - Observable inputs such as quoted prices in active markets:


•	Level 2- Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and


•	Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The fair value of the Company’s total debt obligations was approximately $217.1 million and $217.2 million as of June 30, 2013 and December 31, 2012, respectively, calculated using a discounted cash flows approach at a market rate of interest. The inputs used in the calculation are classified within Level 2 of the fair value hierarchy.

The fair values of the Company’s financial instruments, including cash and cash equivalents, approximate their carrying values. The Company bases its fair values on listed market prices or third party quotes when available. If not available, then the Company bases its estimates on instruments with similar terms and maturities.

ESSEX RENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


8.	Accumulated Other Comprehensive Income Reclassifications

The following table presents the Company's changes in accumulated other comprehensive income by component net of tax for the three months ended June 30, 2013:



	Gains and Losses on Designated Cash Flow Hedge (1)		Foreign Currency Translation Adjustments (1)		Total (1)
Beginning balance	$	—	$	5,113	$	5,113
Other comprehensive income (loss) before reclassifications	—		890		890
Amounts reclassified from accumulated other comprehensive income	—		—		—
Net current period other comprehensive income (loss)	—		890		890
Ending balance	$	—	$	6,003	$	6,003

(1) Amounts in parenthesis indicate debits.

The following table presents the Company's changes in accumulated other comprehensive income by component net of tax for the six months ended June 30, 2013:



	Gains and Losses on Designated Cash Flow Hedge (1)		Foreign Currency Translation Adjustments (1)			Total (1)
Beginning balance	$	—	$	9,979		9,979
Other comprehensive income (loss) before reclassifications	—		(3,976		)	(3,976	)
Amounts reclassified from accumulated other comprehensive income	—		—			—
Net current period other comprehensive income (loss)	—		(3,976		)	(3,976	)
Ending balance	$	—	$	6,003		6,003

(1) Amounts in parenthesis indicate debits.

The following table presents the Company's changes in accumulated other comprehensive income by component net of tax for the three months ended June 30, 2012:



	Gains and Losses on Designated Cash Flow Hedge (1)			Foreign Currency Translation Adjustments (1)			Total (1)
Beginning balance	$	(980,071	)	$	(1,257	)	$	(981,328	)
Other comprehensive income (loss) before reclassifications	(22,132		)	6,175			(15,957		)
Amounts reclassified from accumulated other comprehensive income	374,765			—			374,765
Net current period other comprehensive income (loss)	352,633			6,175			358,808
Ending balance	$	(627,438	)	$	4,918		$	(622,520	)

(1) Amounts in parenthesis indicate debits.

The following table presents the Company's changes in accumulated other comprehensive income by component net of tax for the six months ended June 30, 2012:

ESSEX RENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)



	Gains and Losses on Designated Cash Flow Hedge (1)		Foreign Currency Translation Adjustments (1)		Total (1)
Beginning balance	(1,260,232	)	(10,618	)	(1,270,850	)
Other comprehensive income (loss) before reclassifications	(122,211	)	15,536		(106,675	)
Amounts reclassified from accumulated other comprehensive income	755,005		—		755,005
Net current period other comprehensive income (loss)	632,794		15,536		648,330
Ending balance	(627,438	)	4,918		(622,520	)

(1) Amounts in parenthesis indicate debits.

The following table presents the impact of the reclassifications from accumulated other comprehensive income on the consolidated statement of operations for the three months ended June 30, 2012:



	Amount Reclassified from Accumulated Other Comprehensive Income			Affected Line Item in the Consolidated Statement of Operations
Losses on designated cash flow hedge
Interest rate swap	$	(625,703	)	Interest Expense
Tax benefit	250,938			Benefit for Income Taxes
Effect on net loss	$	(374,765	)	Net Loss

(1) Amounts in parenthesis indicate debits.

The following table presents the impact of the reclassifications from accumulated other comprehensive income on the consolidated statement of operations for the six months ended June 30, 2012:



	Amount Reclassified from Accumulated Other Comprehensive Income			Affected Line Item in the Consolidated Statement of Operations
Losses on designated cash flow hedge
Interest rate swap	$	(1,243,880	)	Interest Expense
Tax benefit	488,875			Benefit for Income Taxes
Effect on net loss	$	(755,005	)	Net Loss

ESSEX RENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


9.	Earnings per Share and Comprehensive Income

The following tables set forth the computation of basic and diluted earnings per share:



	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Net loss	$	(1,931,972	)	$	(2,891,997	)	$	(4,095,222	)	$	(7,588,339	)
Weighted average shares outstanding:
Basic	24,653,513			24,543,308			24,632,629			24,534,205
Effect of dilutive securities:
Warrants	—			—			—			—
Options	—			—			—			—
Diluted	24,653,513			24,543,308			24,632,629			24,534,205
Basic earnings (loss) per share	$	(0.08	)	$	(0.12	)	$	(0.17	)	$	(0.31	)
Diluted earnings (loss) per share	$	(0.08	)	$	(0.12	)	$	(0.17	)	$	(0.31	)

Basic earnings per share ("EPS") is computed by dividing net income by the weighted average number of common shares outstanding during the period. Included in the weighted average number of shares outstanding for the three and six months ended June 30, 2013 are 493,670 weighted average shares of common stock for the effective conversion of the retained interest in Holdings into common stock of the Company. Included in weighted average number of shares outstanding for the three and six months ended June 30, 2012 are 632,911 weighted average shares of common stock for the effective conversion of the retained interest in Holdings into common stock of the Company. Diluted EPS adjusts basic EPS for the effects of Warrants, Units and Options; only in the periods in which such effect is dilutive.

As part of the initial public offering in March 2007, the Company issued an Underwriter Purchase Option (“UPO”) to purchase 600,000 Units at an exercise price of $8.80 per unit. Each unit consisted of one share of the Company’s common stock and one warrant. Each warrant entitled the holder to purchase from the Company one share of common stock at an exercise price of $5.00 per share. The UPO expired unexercised on March 4, 2012.

The weighted average UPO Units that could be converted into zero common shares for the three and six months ended June 30, 2012 were not included in the computation of diluted earnings per share because the effects would be anti-dilutive. The weighted average restricted stock outstanding that could be converted into eighty-four and 69,189 common shares for the three months ended June 30, 2013 and 2012, respectively, and zero and 69,090 common shares for the six months ended June 30, 2013 and 2012, respectively, were not included in the computation of diluted earnings per share because the effects would be anti-dilutive. Weighted average options outstanding that could be converted into 103,295 and zero common shares for the three months ended June 30, 2013 and 2012, respectively, and 86,545 and zero common shares for the six months ended June 30, 2013 and 2012, respectively, were not included in the computation of diluted earnings per share because the effects would be anti-dilutive. Weighted average warrants outstanding that could be converted into 89,792 and 89,739 common shares for the three months ended June 30, 2013 and 2012, respectively, and 89,784 and 89,741 common shares for the six months ended June 30, 2013 and 2012, respectively, were outstanding but were not included in the computation of diluted earnings per share because the effects would be anti-dilutive.

As of June 30, 2013 and 2012, there were 90,000 privately-issued warrants outstanding, which are exercisable at a weighted average exercise price of $0.01. As of June 30, 2013 and 2012, there were 1,430,459 and 1,474,719 stock options, respectively, outstanding which are exercisable at weighted average exercise prices of $5.29 and $5.45, respectively.


10.	Income Taxes

The Company’s effective tax rate of 38.6% for the six months ended June 30, 2013 was higher than the statutory federal rate due to state taxes. The Company’s effective tax rate of 32.7% for the six months ended June 30, 2012 was lower than the statutory federal rate due to state taxes.

As of June 30, 2013, the Company has unused federal net operating loss carry-forwards totaling approximately $148.6 million that begin expiring in 2022. As of June 30, 2013, the Company also has unused state net operating loss carry-forwards totaling approximately $75.8 million which expire between 2013 and 2032. The net operating loss carry-forwards are primarily from the

ESSEX RENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

acquisition of Holdings and losses in recent years. The Company had unused federal and state net operating loss carry-forwards totaling approximately $138.9 million and $71.5 million, respectively, as of December 31, 2012.

The Company also has remaining excess tax goodwill of approximately $3.1 million as of June 30, 2013 associated with the acquisition of Holdings. The excess tax goodwill will be amortized and deducted for tax purposes over the remaining three year term. However, the excess tax goodwill has not been recorded for GAAP purposes and will not be realized as a benefit to the income tax provision until the amortization deductions are realized through the reduction of taxable income in future years. The Company had remaining excess tax goodwill of approximately $3.1 million as of December 31, 2012.

The Company is generally no longer subject to federal and state examinations for tax years prior to December 31, 2010.

The Company had unrecognized tax benefits of approximately $0.1 million as of June 30, 2013 primarily associated with tax positions taken in a prior year. The Company did not incur any income tax related interest expense or penalties related to uncertain tax positions during the three and six months ended June 30, 2013 or 2012. The Company had unrecognized tax benefits of approximately $0.1 million as of December 31, 2012.

The Company utilizes a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement.


11.	Stock Based Compensation

The Company may issue up to 1,500,000 shares of common stock pursuant to its 2011 Long-term Incentive Plan to employees, non-employee directors and consultants of the Company. The Company may issue up to 1,575,000 shares of common stock pursuant to its 2008 Long-term Incentive Plan to employees, non-employee directors and consultants of the Company. Options to purchase shares of common stock are granted at its market price on the grant date and expire ten years from issuance.

Stock Options

Stock options granted to employees have a 10 year life and vest one-third annually beginning one year from the date of issue. The Company calculates stock option compensation expense based on the grant date fair value of the award and recognizes expense on a straight-line basis over the three year service period of the award. The Company has granted to certain key members of management options to purchase 100,000 shares at $4.26 per share, 423,750 shares at $5.58 per share, 485,969 shares at $6.45 per share, and 565,000 shares at $4.50 per share on grant dates of June 18, 2013, January 14, 2011, March 18, 2010, and December 18, 2008, respectively.

The fair values of the stock options granted are estimated at the date of grant using the Black-Scholes option pricing model. The model is sensitive to changes in assumptions which can materially affect the fair value estimate. The Company’s method of estimating expected volatility for the 2008 and 2010 option grants was based on the volatility of its peers since the Company only had operations for a short period of time as of the grant date. The Company’s method of estimating the expected volatility for the 2011 and 2013 option grant was based on the volatility of its own common shares outstanding. The expected dividend yield was estimated based on the Company’s expected dividend rate over the term of the options. The expected term of the options was based on management’s estimate, and the risk-free rate is based on U.S. Treasuries with a term approximating the expected life of the options.

Based on the results of the model, the weighted average fair value of the stock options granted were $2.79, $3.19, $3.76 and $2.54 per share for the options granted on June 18, 2013, January 14, 2011, March 18, 2010, and December 18, 2008, respectively, using the following assumptions:

ESSEX RENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)



	Grant Date
	2013			2011			2010			2008
Expected dividend yield	—		%	—		%	—		%	—		%
Risk-free interest rate	1.33		%	2.31		%	2.79		%	1.43		%
Expected volatility	75.00		%	60.00		%	61.00		%	61.00		%
Expected life of option	6 years			6 years			6 years			6 years
Grant date fair value	$	278,589		$	1,351,763		$	1,827,243		$	1,434,671

On May 31, 2013, the Company entered into a separation agreement with its former Chief Financial Officer. In accordance with the terms of the separation agreement, and as permitted under the terms of the applicable option awards, the Company agreed that options awarded to the former Chief Financial Officer on December 18, 2008 and January 14, 2011, to the extent vested, will remain exercisable until the ten year anniversary of the applicable grant date, instead of expiring 90 days following the date the former Chief Financial Officer's employment was terminated, as provided in the option award agreements. As a result of the modification, the Company incurred additional non-cash stock compensation expense of approximately $0.4 million during the three and six months ended June 30, 2013. Additionally, the separation agreement resulted in the forfeiture of 111,773 vested options issued under the March 18, 2010 option grant. The unvested portion of options previously awarded to the Company's Chief Financial Officer were also forfeited upon the termination of his employment.

Restricted Shares of Common Stock

On June 18, 2013, the Company granted to a key member of management 67,500 shares of restricted common stock with an aggregate grant date fair value of $287,550. One-third of the restricted shares are scheduled to vest on June 18, 2014, June 18, 2015 and June 18, 2016, respectively, and as such, no shares were vested as of June 30, 2013.

On January 3, 2011, the Company granted to certain employees 166,943 shares of restricted common stock with an aggregate grant date fair value of $926,485. One half of these restricted shares vested on January 3, 2012 and the remainder vested on January 3, 2013, and as such, 166,943 were vested as of June 30, 2013.

The Company recorded $0.5 million and $0.4 million of non-cash compensation expense associated with stock options and restricted shares in selling, general and administrative expenses for the three months ended June 30, 2013 and 2012, respectively. The Company recorded $0.6 million and $0.8 million of non-cash compensation expense associated with stock options and restricted shares in selling, general and administrative expenses for the six months ended June 30, 2013 and 2012, respectively. There was approximately $0.7 million and $0.5 million of total unrecognized compensation cost as of June 30, 2013 and December 31, 2012, respectively related to non-vested stock option and restricted share awards. The remaining cost is expected to be recognized ratably over the remaining respective vesting periods.


12.	Common Stock and Warrants

In October 2008 our Board of Directors authorized a stock and warrant repurchase program, under which the Company may purchase, from time to time, in open market transactions at prevailing prices or through privately negotiated transactions as conditions permit, up to 12 million of the Company’s outstanding common stock and warrants. The Company’s stock repurchase program was suspended in May 2010 in conjunction with the launching of the cashless exercise warrant offer. Repurchases of our common stock and warrants were funded with cash flows of the business.

In November 2010, in conjunction with the issuance of the unsecured promissory notes, the Company issued 90,000 warrants entitling the holders to purchase from the Company one share of common stock at an exercise price of $0.01, which expire on December 31, 2013. The fair value of the warrants on the issuance date was $296,400. See Note 4 for further discussion.

The Company issued zero and 18,662 shares of common stock, respectively, for services provided by the members of the Strategic Planning and Finance Committee of the Board of Directors during the three months ended June 30, 2013 and 2012, respectively. The Company issued 43,715 and 56,868 shares of common stock, respectively, for services provided by the members of the Strategic Planning and Finance Committee of the Board of Directors during the six months ended June 30, 2013 and 2012, respectively. The Company issued 83,469 and 83,474 shares of restricted common stock to certain employees during the six months ended June 30, 2013 and 2012, respectively. The Company withheld 29,489 and 12,616 common shares to cover the employee tax obligation related to the restricted shares issuance during the six months ended June 30, 2013 and 2012, respectively.

ESSEX RENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


13.	Segment Information (As Restated)

We have identified four reportable segments: Essex Crane equipment rentals, Coast Crane equipment rentals, equipment distribution, and parts and service. These segments are based upon how management of the Company allocates resources and assesses performance. The Essex Crane and Coast Crane equipment rentals segments include rental, transportation and used rental equipment sales. There were no sales between segments for any of the periods presented. Selling, general, and administrative expenses as well as all other income and expense items below gross profit are not generally allocated to our reportable segments.

We do not compile discrete financial information by our segments other than the information presented below. The following table presents information about our reportable segments related to revenues and gross profit:



	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(Restated)		(Restated)		(Restated)		(Restated)
Segment revenues
Essex Crane equipment rentals	$	10,439,843	$	10,972,674	$	17,877,815	$	17,892,145
Coast Crane equipment rentals	8,488,063		9,584,807		17,495,196		19,437,583
Equipment distribution	855,245		1,277,506		4,564,929		2,193,952
Parts and service	5,430,604		5,355,852		10,340,269		11,405,344
Total revenues	$	25,213,755	$	27,190,839	$	50,278,209	$	50,929,024
Segment gross profit
Essex Crane equipment rentals	$	1,629,025	$	1,395,097	$	2,465,799	$	1,805,026
Coast Crane equipment rentals	3,102,138		2,645,705		6,282,590		3,974,369
Equipment distribution	29,483		18,532		438,718		64,664
Parts and service	1,602,371		1,267,249		2,898,679		2,886,623
Total gross profit	$	6,363,017	$	5,326,583	$	12,085,786	$	8,730,682

The following table presents information about our reportable segments related to total assets:



	June 30, 2013		December 31, 2012
	(Restated)		(Restated)
Segment identified assets
Essex Crane equipment rentals	$	231,659,509	$	239,569,825
Coast Crane equipment rentals	84,087,516		89,190,625
Equipment distribution	4,577,858		2,001,273
Parts and service	5,550,163		6,010,801
Total segment identified assets	325,875,046		336,772,524
Non-segmented identified assets	17,576,634		17,295,086
Total assets	$	343,451,680	$	354,067,610

The Company operates primarily in the United States. Our sales to international customers for the three months ended June 30, 2013 were 9.8% of total revenues. Sales to customers in Canada represented 9.2% of total revenues. No customer accounted for more than 10% of our revenues on a consolidated basis. Within the Essex Crane equipment rentals segment, one customer individually accounted for approximately 16.7% of revenues on a segmented basis. Within the Coast Crane Equipment rentals segment, one customer individually accounted for approximately 12.4% of segmented revenues. The concentration of revenues from customers within the Essex Crane and Coast Crane equipment rentals segments is directly attributable to the large dollar value of individual transactions. Within the equipment distribution segment for the three months ended June 30, 2013, three customers individually accounted for approximately 45.4%, 26.6% and 11.2% of revenues on a segmented basis. The concentration of revenues from these customers within the equipment distribution segment is directly attributable to the large dollar value of individual transactions and the small number of individual transactions.

ESSEX RENTAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Our sales to international customers for the three months ended June 30, 2012 were 23.0% of total revenues. Sales to customers in Canada represented 13.1% of total revenues. One customer accounted for 13.0% of our revenues on a consolidated basis. Within the Essex Crane equipment rentals segment, one customer accounted for approximately 32.0% of revenues on a segmented basis. Within the Coast Crane equipment rentals segment, one customer accounted for approximately 10.0% of revenues on a segmented basis. Within the equipment distribution segment for the three months ended June 30, 2012, two customers individually accounted for approximately 44.0% and 42.0% of revenues on a segmented basis. The concentration of revenues from these customers within the equipment distribution segment is directly attributable to the large dollar value of individual transactions and the small number of individual transactions.

Our sales to international customers for the six months ended June 30, 2013 were 9.1% of total revenues. Sales to customers in Canada represented 8.5% of total revenues. No customer accounted for more than 10% of our revenues on a consolidated basis. Within the equipment distribution segment for the six months ended June 30, 2013, one customer individually accounted for approximately 46.3% of revenues on a segmented basis. The concentration of revenues from this customer within the equipment distribution segment is directly attributable to the large dollar value of individual transactions and the small number of individual transactions.

Our sales to international customers for the six months ended June 30, 2012 were 17.0% of total revenues. Sales to customers in Canada represented 10.7% of total revenues. No customer accounted for more than 10% of our revenues on a consolidated basis. Within the Essex Crane equipment rentals segment, one customer individually accounted for approximately 20.0% of revenues on a segmented basis. Within the Coast Crane Equipment rentals segment, one customer individually accounted for approximately 15.0% of segmented revenues. Within the equipment distribution segment for the six months ended June 30, 2012, three customers individually accounted for approximately 29.0%, 26.0% and 24.0% of revenues on a segmented basis. The concentration of revenues from these customers within the equipment distribution segment is directly attributable to the large dollar value of individual transactions and the small number of individual transactions.

The Company maintains assets in Canada associated with our Coast Crane Ltd. subsidiary. Total assets located in Canada at June 30, 2013 totaled approximately $6.7 million, including long-lived assets totaling approximately $4.5 million. At December 31, 2012, total assets located in Canada totaled approximately $7.2 million, including long-lived assets totaling approximately $5.8 million.


14.	Commitments, Contingencies and Related Party Transactions

Since December 2010, the Company has occupied office space at 500 Fifth Avenue, 50th Floor, New York, NY 10110, provided by Hyde Park Real Estate LLC, an affiliate of Laurence S. Levy, our chairman of the board. Such affiliate has agreed that it will make such office space, as well as certain office and administrative services, available to the Company, as may be required by the Company from time to time. Effective January 1, 2012, the Company has agreed to pay such entity $7,688 per month for such services with the terms of such arrangement being reconsidered from time to time. The Company’s statements of operations for the three and six months ended June 30, 2013 and 2012 each include $23,063 and $46,126, respectively, of rent expense related to these agreements.

In November 2010, the Company entered into an agreement with the holders of certain Coast Crane indebtedness pursuant to which such holders agreed, in consideration of the assumption of such indebtedness by the Company, to exchange such indebtedness of $5.2 million for unsecured promissory notes issued by the Company in the aggregate principal amount of $5.2 million plus the receipt of up to 90,000 warrants to purchase Essex common stock at $0.01 per share. The unsecured promissory notes mature in December 2013. The holders of the unsecured promissory notes are related parties to the Company as they owned a significant amount of the Company’s outstanding shares of common stock at the time of the transaction.

The Company maintains reserves for personal property taxes. These reserves are based on a variety of factors including: duration of rental in each county jurisdiction, tax rates, rental contract terms, customer filings, tax-exempt nature of projects or jurisdictions, statutes of limitations and potential related penalties and interest. Additionally, most customer rental contracts contain a provision that provides that personal property taxes are an obligation to be borne by the lessee. Where provided in the rental contract, management will invoice the customer for any personal property taxes paid by the Company. An estimated receivable has been recorded, net of an estimated allowance in connection with this liability. This customer receivable has been presented as other receivables in current assets while the property tax reserve has been included in accrued taxes.

Management estimated the gross personal property taxes liability and related contractual customer receivable of the Company to be approximately $2.9 million and $1.9 million, respectively, as of June 30, 2013 and approximately $3.0 million and $2.0 million, respectively, as of December 31, 2012.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (AS RESTATED)

The following discussion has been restated to reflect the restatement of the Consolidated Balance Sheet as of June 30, 2013 and the disaggregation of the equipment rentals segment for the three and six months ended June 30, 2013 and 2012. The following discussion summarizes the financial position of Essex Rental Corp. and its subsidiaries as of June 30, 2013, and its results of operations for the three and six months ended June 30, 2013 and should be read in conjunction with (i) the unaudited consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q/A and (ii) the audited consolidated financial statements and accompanying notes to our Annual Report on Form 10-K for the year ended December 31, 2012.

As used in this Quarterly Report, references to “the Company” or “Essex” or to “we,” “us” or “our” refer to Essex Rental Corp., together with its consolidated subsidiaries, Essex Holdings, LLC, Essex Crane Rental Corp., Essex Finance Corp., Coast Crane Company and Coast Crane Ltd., unless the context otherwise requires.

Restatement of Financial Statements

can be given that these changes have remediated the material weaknesses until such time that the controls have operated for a sufficient period of time and their operating effectiveness has been tested.

Business

Background

Essex Rental Corp. (formerly Hyde Park Acquisition Corp.) was incorporated in Delaware on August 21, 2006 as a blank check company whose objective was to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business. Our activities from our inception through October 31, 2008 were limited to completing our initial public offering and completing a business combination.

On October 31, 2008, we acquired Essex Crane Rental Corp., which we refer to as Essex Crane, through the acquisition of substantially all of the ownership interests of Essex Crane’s parent company, Essex Holdings, LLC, which we refer to as Holdings.

Essex Crane is a leading provider of lattice-boom crawler crane and attachment rental services and possesses one of the largest fleets of such equipment in the United States (U.S.). From October 31, 2008 until November 24, 2010, we conducted substantially all of our operations through Essex Crane.

On November 24, 2010 we acquired substantially all of the assets, and assumed certain liabilities (the “Coast Acquisition”) of Coast Crane Company (“Coast Liquidating Co.”), a leading provider of specialty lifting solutions and crane rental services on the West Coast of the United States. The assets acquired included all of the outstanding shares of capital stock of Coast Crane Ltd., a British Columbia corporation, through which Coast Liquidating Co. conducted its operations in Canada. References to “Coast Crane” mean Coast Crane Company, a Delaware corporation, formerly known as CC Bidding Corp. (“CCBC”), through which we operate the business and assets acquired in the Coast Acquisition.

We conduct substantially all of our operations through Essex Crane and Coast Crane.

Products and Services; Operating Segments

Our principal products and services, as grouped within the Company’s four defined operating segments, are described below.

Essex Crane Equipment Rentals Segment We offer crawler cranes and attachments. Most attachments are rented separately and increase either the lifting capacity or the reach capabilities of the base cranes. In addition, we provide ancillary items for a fee that include, but are not limited to, accessory rentals, rental unit delivery charges, fuel charges, and in rare instances, third party contracted operator labor. We rent our large fleet of cranes and attachments and other lifting equipment to a variety of engineering and construction customers under contracts, most of which have rental periods of between four and eighteen months. The contracts typically provide for an agreed upon rental rate and a specified rental period. The revenue from crane and attachment rentals is primarily driven by rental rates (which are typically higher for the more expensive cranes with heavier lifting capacities as compared to less expensive cranes with lower lifting capacities) charged to customers and the fleet utilization rate. Rental revenue is recognized as earned in accordance with the terms of the relevant rental agreement on a pro rata daily basis.

Transportation services revenue is derived from the management of the logistics process by which our rental equipment is transported to and from customers’ construction sites, including the contracting of third party trucking for such transportation. Transportation revenue is earned under equipment rental agreements on a gross basis representing both the third-party provider’s fee for transportation and our fee for managing these transportation services and they are matched with the associated costs, and related costs for amounts paid to third party providers. The key drivers of transportation revenue are crane and attachment and other lifting equipment utilization rates and average contract lengths. Shorter average contract durations and high utilization rates generally result in higher requirements for transportation of equipment and resulting revenue. The distance that equipment has to move between different jobsites and the type of equipment being moved (number of truckloads) are also major drivers of transportation revenue and associated costs. Transportation revenue is recognized upon completion of the transportation of equipment.

generally based on delivery and/or inspection and acceptance of the equipment in accordance with the terms of the corresponding agreement. The rate at which we replace used equipment with new equipment depends on a number of factors, including changing general economic conditions, growth opportunities and the need to adjust fleet mix to meet customer requirements and demand.

Coast Crane Equipment Rentals Segment We offer rough terrain cranes, boom trucks and tower cranes for rent. In addition, we provide ancillary items for a fee that include, but are not limited to, accessory rentals, rental unit delivery charges and fuel charges. We rent our large fleet of cranes and attachments and other lifting equipment to a variety of engineering and construction customers under contracts, for which tower cranes and crawler cranes have rental periods of between four and eighteen months. Rough terrain cranes and boom trucks may be rented as frequently as daily. The contracts typically provide for an agreed upon rental rate and a specified rental period. The revenue from crane and attachment rentals is primarily driven by rental rates (which are typically higher for the more expensive cranes with heavier lifting capacities as compared to less expensive cranes with lower lifting capacities) charged to customers and the fleet utilization rate. Rental revenue is recognized as earned in accordance with the terms of the relevant rental agreement on a pro rata daily basis.

In the ordinary course of business, we sell used cranes and attachments and other lifting equipment to optimize the combination of crane models and lifting capacities available in our rental fleet to match perceived market demands and opportunities. On average, we have historically achieved sale prices for equipment in excess of the appraised value. This is due to the long useful life of the crane and attachment fleet, the conditions prevailing in the secondary market and the high content of engineered high-strength steel included in these fleet assets. Used rental equipment sales are recognized at the time ownership transfers, which is generally based on delivery and/or inspection and acceptance of the equipment in accordance with the terms of the corresponding agreement. The rate at which we replace used equipment with new equipment depends on a number of factors, including changing general economic conditions, growth opportunities and the need to adjust fleet mix to meet customer requirements and demand.

Equipment Distribution Segment We offer a variety of construction equipment products for retail sales including crawler cranes, tower cranes, boom trucks, all-terrain cranes, rough terrain cranes and other lifting equipment used in the construction industry. The revenue from retail equipment sales is primarily driven by the level of construction activity in a particular geographic region. Equipment sales revenue is recognized at the time ownership transfers, which is generally based on delivery and/or inspection and acceptance of the equipment in accordance with the terms of the corresponding agreement. Our equipment distribution operations are conducted through our Coast Crane subsidiary.

Parts and Service Segment We are a parts distributor for various lifting equipment manufacturers and routinely sell parts to our customers in the construction industry. While crawler cranes or attachments, tower cranes, rough terrain cranes, boom trucks or other equipment are on rent, much of the repair and maintenance work beyond normal wear is paid for by the customer. We perform a portion of the repair and maintenance work and recognize revenues for such services to the extent they are the customer’s responsibility. This category of revenues also includes providing certain services while erecting the equipment during initial assembly or disassembly of the equipment at the end of the rental. We also provide repair and maintenance services for customers that own their own equipment and request our services at one of our service center locations. Our target customers for these ancillary services are our current rental customers, customers that own their own equipment and those who purchase new and used equipment from us. Key drivers for repair and maintenance revenue are the general construction activity in a given geographic region and our skilled mechanics. Repair and maintenance revenue is recognized as such services are performed. Parts revenue is recognized at the time of sale.

In summary, for the three months ended June 30, 2013, 41.4% of total revenues were derived from our Essex Crane equipment rentals segment, 33.7% from our Coast Crane equipment rentals segment, 3.4% from our equipment distribution segment and 21.5% from our parts and service segment. For the six months ended June 30, 2013, 35.6% of total revenues were derived from our Essex Crane equipment rentals segment, 34.8% from our Coast Crane equipment rentals segment, 9.1% from our equipment distribution segment and 20.5% from our parts and service segment.

Utilization Measurement

We measure utilization using the method referred to as the “days” method. Management believes that this method, while it may reflect lower utilization rates than other methods used in the industry, is the most accurate method for measuring equipment utilization and correlates most closely with rental revenue. Under this method, a real time report is generated from the ERP system for each piece of equipment on rent in a period. The report includes the number of days each piece of equipment was on rent on a particular lease and the base monthly rental rate (excluding any overtime revenues). The total number of days on rent of all pieces of rental equipment provides the numerator for determining utilization. The denominator is all rental equipment assets owned times the number of days in the month. The “days” method is the utilization measurement that we currently use, and we anticipate that the “days” method will be the primary basis for future disclosure of utilization rates for our cranes and other construction equipment offered for rent.

The following table provides a summary of utilization rates calculated using the “days” method for the three and six months ended June 30, 2013 and 2012 for the equipment types owned during those periods:



	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Crawler Cranes	46.6	%	39.4	%	45.3	%	38.2	%
Rough Terrain Cranes	60.3	%	67.6	%	59.3	%	61.1	%
Boom Trucks	60.4	%	43.1	%	51.9	%	43.1	%
Self-Erecting Tower Cranes	43.3	%	26.5	%	45.0	%	27.4	%
City & Other Tower Cranes	42.4	%	55.1	%	50.4	%	51.5	%

Fleet Overview

As of June 30, 2013 and December 31, 2012, the total orderly liquidation value of the rental equipment fleet was approximately $347.5 million and $353.8 million, respectively.

Current Environment

Management believes that, in the long-term, Essex Crane’s strong niche market position and improvements in the Company’s fleet through investment in new cranes and the Coast Acquisition will provide opportunity for future growth. Management bases such belief on the assumption that, in the long-term, there will be improvements in our customers’ ability to obtain financing, including credit for infrastructure projects. We cannot however be certain that our customers’ access to financing for infrastructure projects, including credit, will improve.

Adjusted EBITDA to Net Income Reconciliation

Adjusted EBITDA represents the sum of net income, tax benefit, foreign currency exchange gains and losses, interest expense, other income, depreciation and amortization. Adjusted EBITDA is used internally when evaluating our operating performance and, we believe, allows investors to make a more meaningful comparison between our core business operating results over different periods of time, as well as with those of other similar companies. Management believes that Adjusted EBITDA, when viewed with the Company's results under GAAP and the accompanying reconciliation, provides useful information about operating performance and period-over-period growth, and provides additional information that is useful for evaluating the operating performance of our core business without regard to potential distortions. However, Adjusted EBITDA is not a measure of financial performance under GAAP and, accordingly, should not be considered as an alternative to net income (loss) as an indicator of operating performance.



	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Net loss	$	(1,931,972	)	$	(2,891,997	)	$	(4,095,222	)	$	(7,588,339	)
Benefit for income taxes	(1,472,932		)	(1,583,270		)	(2,578,685		)	(3,685,891		)
Foreign currency exchange losses	212,434			90,619			328,469			55,080
Interest expense	2,985,288			2,874,300			5,500,476			5,782,982
Other income	(1,037		)	(17,986		)	(5,589		)	(2,426		)
Loss from operations	(208,219		)	(1,528,334		)	(850,551		)	(5,438,594		)

Depreciation	4,657,607			5,139,624			9,328,743			10,385,811
Other depreciation and amortization	258,426			310,051			542,327			636,455
Adjusted EBITDA	$	4,707,814		$	3,921,341		$	9,020,519		$	5,583,672

Results of Operations

Three months ended June 30, 2013 compared to the three months ended June 30, 2012

The Company had a net loss of $1.9 million for the three months ended June 30, 2013. Total revenue, cost of revenues and gross profit were $25.2 million, $18.9 million and $6.4 million, respectively, for the three months ended June 30, 2013. Total selling, general, administrative and other expenses of $6.6 million was composed primarily of salaries, payroll taxes benefits, sales and marketing, insurance, professional fees, rent, travel, depreciation and amortization expenses. Interest expense related to borrowings under our revolving credit facilities and other debt obligations was $3.0 million for the three months ended June 30, 2013. The Company had an income tax benefit of $1.5 million for the three months ended June 30, 2013 related to loss before income taxes of $3.4 million. Adjusted EBITDA, which includes the impact of $0.5 million and $0.3 million of non-cash stock compensation and non-recurring severance expenses, respectively, was $4.7 million for the three months ended June 30, 2013.

The Company had a net loss of $2.9 million for the three months ended June 30, 2012. Total revenue, cost of revenues and gross profit were $27.2 million, $21.9 million and $5.3 million, respectively, for the three months ended June 30, 2012. Total selling, general, administrative and other expenses of $6.9 million was composed primarily of salaries, payroll taxes benefits, sales and marketing, insurance, professional fees, rent, travel, depreciation and amortization expenses. Interest expense related to borrowings under our revolving credit facilities and other debt obligations was $2.9 million for the three months ended June 30, 2012. The Company had an income tax benefit of $1.6 million for the three months ended June 30, 2012 related to loss before income taxes of $4.5 million. Adjusted EBITDA, which includes the impact of $0.4 million of non-cash stock compensation expense, was $3.9 million for the three months ended June 30, 2012.

Revenues

Revenues for the three months ended June 30, 2013 were $25.2 million, a 7.3% decrease compared to revenues of $27.2 million for the three months ended June 30, 2012. The following table provides a summary of the Company’s revenues by operating segment:



	Three Months Ended June 30,				Dollar			Percentage
	2013		2012		Change			Change
	(Restated)		(Restated)		(Restated)			(Restated)
Segment revenues
Essex Crane equipment rentals	$	10,439,843	$	10,972,674	$	(532,831	)	(4.9	)%
Coast Crane equipment rentals	8,488,063		9,584,807		(1,096,744		)	(11.4	)%
Equipment distribution	855,245		1,277,506		(422,261		)	(33.1	)%
Parts and service	5,430,604		5,355,852		74,752			1.4	%
Total revenues	$	25,213,755	$	27,190,839	$	(1,977,084	)	(7.3	)%

Essex Crane Equipment Rentals

Essex Crane equipment rental segment revenues, which represents 41.4% of total revenues, was $10.4 million for the three months ended June 30, 2013, a 4.9% decrease from $11.0 million for the three months June 30, 2012. The Essex Crane equipment rental segment includes rental, transportation and used rental equipment sales. Equipment rentals revenue, which represented 26.2% of total revenues, was $6.6 million for the three months ended June 30, 2013, a 13.9% increase from $5.8 million for the three months ended June 30, 2012. Utilization for crawler cranes, as measured on a “days” basis, increased to 46.6% for the three month period ended June 30, 2013 compared to 39.4% for the same period in the prior year. There was an increase in average crawler crane rental rate of 0.8% to $17,184 (per crane per rental month) for the three months ended June 30, 2013 from $17,042 for the three months ended June 30, 2012. Transportation revenue, which represents 5.1% of total revenues, was $1.3 million for the three months ended June 30, 2013, a 25.0% decrease from $1.7 million for the three months ended June 30, 2012. The decrease in transportation revenue is directly attributable to the number of equipment moves and the rental locations of the cranes on rent. Used rental equipment sales revenue was $2.5 million for the three months ended June 30, 2013; a $0.9 million or 26.5% decrease compared to the three month period ended June 30, 2012. The decrease in total used rental equipment sales revenue is directly attributable to a decrease in the size of the individual rental assets sold. During each of the three months ended June 30, 2013 and June 30, 2012, Essex Crane sold two pieces of rental equipment.

Coast Crane Equipment Rentals

Coast Crane equipment rental segment revenues, which represents 33.7% of total revenues, was $8.5 million for the three months ended June 30, 2013, a 11.4% decrease from $9.6 million for the three months June 30, 2012. The Coast Crane equipment rental segment includes rental, transportation and used rental equipment sales. Equipment rentals revenue, which represented 22.0% of total revenues, was $5.5 million for the three months ended June 30, 2013, a 5.1% increase from $5.3 million for the three months ended June 30, 2012. Utilization for rough terrain and tower cranes for the three months ended June 30, 2013 were 60.3% and 42.7%, respectively, as compared to 67.6% and 44.7%, respectively, for the three months ended June 30, 2012. Transportation revenue, which represents 2.3% of total revenues, was $0.6 million for the three months ended June 30, 2013, a 45.9% increase from $0.4 million for the three months ended June 30, 2012. The increase in transportation revenue is directly attributable to the number of equipment moves and the rental locations of the cranes on rent. Used rental equipment sales revenue was $2.3 million for the three months ended June 30, 2013; a $1.6 million or 40.3% decrease compared to the three month period ended June 30, 2012. Included in total used rental equipment revenues are revenues related to the sale of aerial work platforms of $0.6 million for the three month period ended June 30, 2012. The decrease in total used rental equipment sales revenue is directly attributable to the sale of aerial work platforms during the three months ended June 30, 2012 as part of a strategic decision to eliminate this equipment class from our rental fleet and a decrease in the number of rental assets sold. During the three months ended June 30, 2013, the Company sold nine pieces of used rental equipment. During the three months ended June 30, 2012, the Company sold ninety pieces of rental equipment.

Equipment Distribution

Equipment distribution segment revenue, which represents 3.4% of total revenue, was $0.9 million for the three months ended June 30, 2013, a 33.1% decrease from $1.3 million for the three months ended June 30, 2012. The decrease in equipment distribution segment revenue is due to a decrease in the number of sale transactions as compared to the prior period.

Parts and Service

Parts and service segment revenue, which represents 21.5% of total revenue, was $5.4 million for the three months ended June 30, 2013, a 1.4% increase from $5.4 million for the three months ended June 30, 2012. The increase is primarily attributable to an increase in third party service work performed on customer equipment and over the counter parts sales.

Gross Profit

Gross Profit for the three months ended June 30, 2013 was $6.4 million, a 19.5% increase from gross profit of $5.3 million for the three months ended June 30, 2012. Gross profit margin was 25.2% for the three months ended June 30, 2013 compared to 19.6% for the three months ended June 30, 2012. The following table provides a summary of the Company’s gross profit by operating segment:



	Three Months Ended June 30,				Dollar		Percentage
	2013		2012		Change		Change
	(Restated)		(Restated)		(Restated)		(Restated)
Segment gross profit
Essex Crane equipment rentals	$	1,629,025	$	1,395,097	$	233,928	16.8	%
Coast Crane equipment rentals	3,102,138		2,645,705		456,433		17.3	%
Equipment distribution	29,483		18,532		10,951		59.1	%
Parts and service	1,602,371		1,267,249		335,122		26.4	%
Total gross profit	$	6,363,017	$	5,326,583	$	1,036,434	19.5	%

Essex Crane Equipment Rentals

Essex Crane equipment rentals segment gross profit of $1.6 million for the three months ended June 30, 2013 increased $0.2 million or 16.8% as compared to the three months ended June 30, 2012. Gain on the sale of used rental equipment was $0.3 million for the three months ended June 30, 2013 and 2012. The increase in the Essex Crane equipment rentals segment gross profit during the three months ended June 30, 2013 was primarily due to an increase in rental revenues.

Coast Crane Equipment Rentals

Coast Crane equipment rentals segment gross profit of $3.1 million for the three months ended June 30, 2013 increased $0.5 million or 17.3% as compared to the three months ended June 30, 2012. The increase in Coast Crane equipment rentals segment gross profit was primarily due to an increase in rental revenues and increased transportation gross profit. Gain on the sale of used rental equipment was $0.6 million for the three months ended June 30, 2013, a 35.0% decrease from $0.9 million for the three months ended June 30, 2012. The decrease in the gain on the sale of used rental equipment was directly attributable to a decrease in the number of rental assets sold during the three months ended June 30, 2013.

Equipment Distribution

Equipment distribution segment gross profit of $29,483 (3.4% margin) for the three months ended June 30, 2013 increased $10,951, or 59.1%, from $18,532 (1.5% margin) for the three months ended June 30, 2012. The increased gross profit and margin are functions of higher higher profit margins on individual sale transactions during the three months ended June 30, 2013.

Parts and Service

Parts and service segment gross profit of $1.6 million for the three months ended June 30, 2013 increased $0.3 million or 26.4% from $1.3 million for the three months ended June 30, 2012. The parts and service segment gross profit increase was driven by higher over the counter parts sales and third party service work volume as well as operational improvements.

Total selling, general, administrative and other expenses for the three months ended June 30, 2013 and 2012 were $6.6 million and $6.9 million, respectively. Increases in salary and employee benefits expense were offset by decreases in travel, business tax, bad debt expenses. Selling, general and administrative expenses include, legal fees, professional fees, bad debt expense, employee benefits, insurance and selling and marketing expenses. Selling, general and administrative and other expenses include $0.5 million and $0.4 million of non-cash stock based compensation expense for the three months ended June 30, 2013 and 2012, respectively. Selling, general, administrative and other expenses include $0.3 million of non-recurring severance expenses during the three months ended June 30, 2013.

Interest expense increased 3.9% to $3.0 million for the three months ended June 30, 2013 from $2.9 million for the three months ended June 30, 2012. The increase in interest expense was related primarily to an increase in interest rates on the revolving credit facilities as a result of the amendments entered into in March 2013.

Income tax benefit was $1.5 million for the three months ended June 30, 2013 compared to a $1.6 million for the three months ended June 30, 2012. The decrease in income tax benefit is due to a decrease in the pre-tax loss. The effective tax rates were 43.3% and 35.4% for the three months ended June 30, 2013 and 2012, respectively. The effective tax rate increased from the prior year due to an increase in state tax rates resulting primarily from changes in apportionment.

Essex had 252 full-time employees at June 30, 2013 compared to 262 full-time employees at June 30, 2012.

Six months ended June 30, 2013 compared to the six months ended June 30, 2012

The Company had a net loss of $4.1 million for the six months ended June 30, 2013. Total revenue, cost of revenues and gross profit were $50.3 million, $38.2 million and $12.1 million, respectively, for the six months ended June 30, 2013. Total selling, general, administrative and other expenses of $12.9 million was composed primarily of salaries, payroll taxes benefits, sales and marketing, insurance, professional fees, rent, travel, depreciation and amortization expenses. Interest expense related to borrowings under our revolving credit facilities and other debt obligations was $5.5 million for the six months ended June 30, 2013. The Company had an income tax benefit of $2.6 million for the six months ended June 30, 2013 related to loss before income taxes of $6.7 million. Adjusted EBITDA, which includes the impact of $0.6 million and $0.3 million of non-cash stock compensation and non-recurring severance expenses, respectively, was $9.0 million for the six months ended June 30, 2013.

The Company had a net loss of $7.6 million for the six months ended June 30, 2012. Total revenue, cost of revenues and gross profit were $50.9 million, $42.2 million and $8.7 million, respectively, for the six months ended June 30, 2012. Total selling, general, administrative and other expenses of $14.2 million was composed primarily of salaries, payroll taxes benefits, sales and marketing, insurance, professional fees, rent, travel, depreciation and amortization expenses. Interest expense related to borrowings under our revolving credit facilities and other debt obligations was $5.8 million for the six months ended June 30, 2012. The Company had an income tax benefit of $3.7 million for the six months ended June 30, 2012 related to loss before income taxes of $11.3 million. Adjusted EBITDA, which includes the impact of $0.8 million and $0.5 million of non-cash stock compensation and non-recurring expenses, respectively, was $5.6 million for the six months ended June 30, 2012.

Revenues

Revenues for the six months ended June 30, 2013 were $50.3 million, a 1.3% decrease compared to revenues of $50.9 million for the six months ended June 30, 2012. The following table provides a summary of the Company’s revenues by operating segment:



	Six Months Ended June 30,				Dollar			Percentage
	2013		2012		Change			Change
	(Restated)		(Restated)		(Restated)			(Restated)
Segment revenues
Essex Crane equipment rentals	$	17,877,815	$	17,892,145	$	(14,330	)	(0.1	)%
Coast Crane equipment rentals	17,495,196		19,437,583		(1,942,387		)	(10.0	)%
Equipment distribution	4,564,929		2,193,952		2,370,977			108.1	%
Parts and service	10,340,269		11,405,344		(1,065,075		)	(9.3	)%
Total revenues	$	50,278,209	$	50,929,024	$	(650,815	)	(1.3	)%

Essex Crane Equipment Rentals

Essex Crane equipment rentals segment revenues, which represents 35.6% of total revenues, was $17.9 million for the six months ended June 30, 2013, a 0.1% decrease from $17.9 million for the six months ended June 30, 2012. The equipment rental segment includes rental, transportation and used rental equipment sales. Equipment rentals revenue, which represented 25.6% of total revenues, was $12.9 million for the six months ended June 30, 2013, an 13.8% increase from $11.3 million for the six months ended June 30, 2012. Utilization for crawler cranes, as measured on a “days” basis, increased to 45.3% for the six months ended June 30, 2013 compared to 38.2% for the same period in the prior year. There was an increase in average crawler crane rental rate of 2.7% to $17,080 (per crane per rental month) for the six months ended June 30, 2013 from $16,638 for the six months ended June 30, 2012. Transportation revenue, which represents 4.1% of total revenues, was $2.1 million for the six months ended June 30, 2013, an 27.5% decrease from $2.9 million for the six months ended June 30, 2012. The decrease in transportation revenue is directly attributable to the number of equipment moves and the rental locations of the cranes on rent. Used rental equipment sales revenue was $2.9 million for the six months ended June 30, 2013; a $0.8 million or 21.1% decrease compared to the six months ended June 30, 2012. The decrease in total used rental equipment sales revenue is directly attributable to a decrease in the size of the individual rental equipment sales. During the six months ended June 30, 2013, the Company sold four pieces of used rental equipment. During the six months ended June 30, 2012, the Company sold three pieces of used rental equipment.

Coast Crane Equipment Rentals

Coast Crane equipment rentals segment revenues, which represents 34.8% of total revenues, was $17.5 million for the six months ended June 30, 2013, a 10.0% decrease from $19.4 million for the six months ended June 30, 2012. The equipment rental segment includes rental, transportation and used rental equipment sales. Equipment rentals revenue, which represented 21.5% of total revenues, was $10.8 million for the six months ended June 30, 2013, a 9.1% increase from $9.9 million for the six months ended June 30, 2012. Utilization for rough terrain and tower cranes for the six months ended June 30, 2013 were 59.3% and 48.3%, respectively, as compared to 61.1% and 42.7%, respectively, for the six months ended June 30, 2012. Transportation revenue, which represents 2.0% of total revenues, was $1.0 million for the six months ended June 30, 2013, an 63.9% increase from $0.6 million for the six months ended June 30, 2012. The decrease in transportation revenue is directly attributable to the number of equipment moves and the rental locations of the cranes on rent. Used rental equipment sales revenue was $5.7 million for the six months ended June 30, 2013; a $3.2 million or 36.1% decrease compared to the six months ended June 30, 2012. Included in total used rental equipment revenues are revenues related to the sale of aerial work platforms of $0.5 million and $4.1 million, respectively, for the six months ended June 30, 2013 and 2012. The decrease in total used rental equipment sales revenue is directly attributable to the sale of the majority of the aerial work platforms during the six months ended June 30, 2012 as part of a strategic decision to eliminate this equipment class from our rental fleet. During the six months ended June 30, 2013, the Company sold eighty-one pieces of used rental equipment. During the six months ended June 30, 2012, the Company sold 252 pieces of rental equipment.

Equipment Distribution

Equipment distribution segment revenue, which represents 9.1% of total revenue, was $4.6 million for the six months ended June 30, 2013, a 108.1% increase from $2.2 million for the six months ended June 30, 2012. The increase in equipment distribution segment revenue is due to an increase in the number of sale transactions as compared to the prior period.

Parts and Service

Parts and service segment revenue, which represents 20.5% of total revenue, was $10.3 million for the six months ended June 30, 2013, a 9.3% decrease from $11.4 million for the six months ended June 30, 2012. The decrease is primarily attributable to a decrease in third party service work performed on customer equipment and over the counter parts sales.

Gross Profit

Gross Profit for the six months ended June 30, 2013 was $12.1 million, a 38.4% increase from gross profit of $8.7 million for the six months ended June 30, 2012. Gross profit margin was 24.0% for the six months ended June 30, 2013 compared to 17.1% for the six months ended June 30, 2012. The following table provides a summary of the Company’s gross profit by operating segment:



	Six Months Ended June 30,				Dollar		Percentage
	2013		2012		Change		Change
	(Restated)		(Restated)		(Restated)		(Restated)
Segment gross profit
Essex Crane equipment rentals	$	2,465,799	$	1,805,026	$	660,773	36.6	%
Coast Crane equipment rentals	6,282,590		3,974,369		2,308,221		58.1	%
Equipment distribution	438,718		64,664		374,054		578.5	%
Parts and service	2,898,679		2,886,623		12,056		0.4	%
Total gross profit	$	12,085,786	$	8,730,682	$	3,355,104	38.4	%

Essex Crane equipment rentals segment gross profit of $2.5 million for the six months ended June 30, 2013 increased $0.7 million or 36.6% as compared to the six months ended June 30, 2012. The increase in Essex Crane equipment rentals segment gross profit was primarily due to the increase in rental revenue. Gain on the sale of used rental equipment was $0.3 million for the six months ended June 30, 2013, a 39.3% decrease from $0.4 million for the six months ended June 30, 2012. The decrease in the gain on the sale of used rental equipment was directly attributable to a decrease in the size of the individual rental equipment assets sold during the six months ended June 30, 2013.

Coast Crane equipment rentals segment gross profit of $6.3 million for the six months ended June 30, 2013 increased $2.3 million or 58.1% as compared to the six months ended June 30, 2012. The increase in Coast Crane equipment rentals segment gross profit was primarily due to an increase in rental revenue and the gain on sales of used rental equipment. Gain on the sale of used rental equipment was $1.8 million for the six months ended June 30, 2013, a 27.3% increase from $1.4 million for the six months ended June 30, 2012. The increase in the gain on the sale of used rental equipment was directly attributable to an increase in the number of higher lifting capacity rental equipment assets sold during the six months ended June 30, 2013.

Equipment distribution segment gross profit of $0.4 million (9.6% margin) for the six months ended June 30, 2013 increased $0.4 million or 578.5% from $0.1 million (2.9% margin) for the six months ended June 30, 2012. The increased gross profit and margin are functions of higher sales volume during the six months ended June 30, 2013.

Parts and service segment gross profit of $2.9 million for the six months ended June 30, 2013 increased $12,056 or 0.4% from $2.9 million for the six months ended June 30, 2012. The parts and service segment gross profit increase was driven by higher over the counter parts sales and third party service work volume as well as operational improvements.

Total selling, general, administrative and other expenses for the six months ended June 30, 2013 and 2012 were $12.9 million and $14.2 million, respectively. Increases in sales and marketing expense and insurance expenses were offset by decreases in salary expense, other benefits expense, professional fees and bad debt expense. Selling, general and administrative expenses include, legal fees, professional fees, bad debt expense, employee benefits, insurance and selling and marketing expenses. Selling, general and administrative and other expenses include $0.6 million and $0.8 million of non-cash stock based compensation expense for the six months ended June 30, 2013 and 2012, respectively. Selling, general, administrative and other expenses include $0.3 million of non-recurring severance expenses during the six months ended June 30, 2013.

Interest expense decreased 4.9% to $5.5 million for the six months ended June 30, 2013 from $5.8 million for the six months ended June 30, 2012. The decrease in interest expense was related primarily to a lower average debt balance for the six months ended June 30, 2013 as compared to the same period in the prior year.

Income tax benefit was $2.6 million for the six months ended June 30, 2013 compared to $3.7 million for the six months ended June 30, 2012. The decrease in income tax benefit is due to a decrease in the pre-tax loss. The effective tax rates were 38.6% and 32.7% for the six months ended June 30, 2013 and 2012, respectively. The effective tax rate increased from the prior year due to an increase in state tax rates resulting primarily from changes in apportionment.

Liquidity and Capital Resources

Cash flow from operating activities. The Company’s cash provided by operating activities for the six months ended June 30, 2013 was approximately $2.6 million. This was primarily the result of net loss of $4.1 million, which, when adjusted for non-cash expense items, such as depreciation and amortization, including amortization of the promissory note discount, gains on the sale of rental equipment, deferred income taxes and stock-based compensation expense, provided cash flows of approximately $2.4 million. The cash flows from operating activities were increased by a total change in operating assets and liabilities of $0.2 million, which was comprised of a a $1.0 million decrease in accounts receivable, $0.1 million decrease in prepaid expenses and other assets, a $1.6 million increase in accounts payable and accrued expenses, a $0.2 million increase in unearned rental revenue and a $0.2 million increase in customer deposits. These sources of cash were partially offset by a $2.7 million increase in retail equipment inventory and a $0.1 million increase in spare parts inventory.

The Company’s cash used in operating activities for the six months ended June 30, 2012 was $2.4 million. This was primarily the result of net loss of $7.6 million, which, when adjusted for non-cash expense items, such as depreciation and amortization, including amortization of the promissory note discount, gains on the sale of rental equipment, deferred income taxes, changes in the fair value of interest rate swaps and stock-based compensation expense, provided negative cash flows of approximately $1.4 million. The cash flows used in operating activities were increased by a $0.4 million decrease in other receivables, a $0.1 million decrease in prepaid expenses and other assets, a $0.2 million decrease in retail equipment inventory, a $0.6 million decrease in spare parts inventory and a $0.8 million increase in unearned rental revenue and customer deposits. These sources of cash were offset by a $2.9 million increase in accounts receivable and a $0.2 million decrease in accounts payable and accrued expenses.

Cash flow from investing activities. The Company's cash provided by investing activities for the six months ended June 30, 2013 was approximately $5.3 million. This was primarily the result of proceeds from the sale of rental equipment of $8.7 million and a decrease in accounts receivable from rental equipment sales of $0.1 million. These sources of cash were partially offset by purchases of rental equipment of $2.8 million and purchases of property and equipment of $0.6 million. During the six months ended June 30, 2013, the Company sold eighty-four pieces of used rental equipment.

The Company's cash provided by investing activities for the six months ended June 30, 2012 was approximately $10.3 million. This was primarily the result of proceeds from the sales of rental equipment of $12.7 million and a decrease in accounts receivable from rental equipment of $1.2 million. These sources of cash were partially offset by purchases of rental equipment of $2.9 million and purchases or property and equipment of $0.6 million. During the six months ended June 30, 2012, the Company sold 280 pieces of used rental equipment.

Cash flow from financing activities. The Company's cash used in financing activities for the six months ended June 30, 2013 was approximately $13.6 million. This was primarily the result of payments made for loan acquisition costs of $6.8 million as a result of refinancing the Essex Crane Revolving Credit Facility and the Coast Crane Revolving Credit Facility. This financing activity use of cash was increased by the payments on purchase money security interest debt of $0.6 million and employer repurchase of shares to satisfy minimum tax withholdings of $0.1 million and net payments on the revolving credit facilities and term loan of $6.2 million. Gross borrowings and payments on the revolving credit facilities were $24.5 million and $63.9 million, respectively, for the period. Gross proceeds and payments on the term loan were $40.0 million and $0.5 million, respectively. Gross borrowings and payments on the purchase money security interest debt for the period were $0.5 million and $0.6 million, respectively.

The Company's cash used in financing activities for the six months ended June 30, 2012, was approximately $8.1 million. This was primarily due to payments on short-term debt obligations of $0.3 million, payments for loan costs of $0.2 million and net payments on revolving credit facilities of $7.6 million. Total borrowings and payments on the revolving credit facilities were $45.0 million and $52.6 million, respectively, for the period.

Cash Requirements Related to Operations

Our principal sources of liquidity have been from cash provided by operating activities and the sales of used rental fleet equipment, proceeds from the issuance of debt, and borrowings available under our revolving credit facilities. Our principal uses of cash have been to fund operating activities and working capital and purchases of rental fleet equipment and property and equipment. We anticipate that the above described uses will be the principal demands on our cash in the future.

The amount of our future capital expenditures will depend on a number of factors including general economic conditions, growth prospects and the Company’s overall strategy. Proceeds from the sale of used rental equipment of $8.7 million and $4.9 million, respectively, during the three and six months ended June 30, 2013 were used primarily to pay down our outstanding debt balance or to reinvest in new rental equipment assets. In response to changing economic conditions, we believe we have the flexibility to increase or decrease our capital expenditures to match our actual performance and needs. As of June 30, 2013, we had approximately $33.4 million of available borrowings under our revolving credit facilities, net of outstanding letters of credit and other reserves, and additionally, approximately $3.0 million of cash on hand; providing the company with $36.4 million of potential liquidity.

To service our debt, we will require a significant amount of cash. Our ability to pay interest and principal on our indebtedness will depend upon our future operating performance, which will be affected by prevailing economic conditions and financial, business and other factors, some of which are beyond our control. Based on our current level of operations, we believe our cash flow from operations, available cash and available borrowings under the revolving credit facilities will be adequate to meet our future liquidity needs for the foreseeable future. The Essex Crane Credit Facility and Coast Crane Credit Facility mature in October 2016 and March 2017, respectively. No assurance can be given that we will be able to refinance our credit facilities prior to their respective maturity dates upon terms acceptable to us.

We cannot provide absolute assurance that our future cash flow from operating activities will be sufficient to meet our long-term obligations and commitments. If we are unable to generate sufficient cash flow from operating activities in the future to service our indebtedness and to meet our other commitments, we will be required to adopt one or more alternatives, such as refinancing or restructuring our indebtedness, selling material assets or operations or seeking to raise additional debt or equity capital. Given current economic and market conditions, including the significant disruptions in the global capital markets, we cannot assure investors that any of these actions could be affected on a timely basis or on satisfactory terms or at all, or that these actions would enable us to continue to satisfy our capital requirements. In addition, our existing or future debt agreements, including the indenture governing the revolving credit facilities, contain certain restrictive covenants, which may prohibit us from adopting any of these alternatives. Our failure to comply with these covenants could result in an event of default which, if not cured or waived, could result in the accelerations of all of our debt.

Essex Crane is required to have availability in excess of 10% of the outstanding commitment and is subject to a fixed charge coverage ratio of 1.10 to 1.00. Further, under the amendment, the aggregate commitment will be reduced by: (i) on an individual transaction basis, 100% of the net cash proceeds from the sales of certain assets and (ii) on an annual basis, 60% of free cash flow, as defined within the amended and restated revolving credit facility. In addition, the maximum commitment may not exceed $165.0 million, $150.0 million and $130.0 million beginning on March 31, 2014, March 31, 2015 and February 28, 2016, respectively. The amendment also provides for an annual limit on certain capital expenditures of $2.0 million and limits the ability of Essex Crane to make distributions to affiliates. All other material terms of the October 31, 2008 amendment remained in effect following such amendment.

On March 12, 2013, the Coast Crane Revolving Credit Facility was amended and restated to extend the maturity date to March 12, 2017. The amendment also provides for a $40.0 million term loan and reduces the aggregate maximum principal amount of the revolving loan and letter of credit facility to $35.0 million. In addition, the amendment provides for scheduled quarterly term loan payments to reduce the term loan principal outstanding by $0.5 million beginning on June 30, 2013. Amounts borrowed as a term loan which are repaid or prepaid may not be reborrowed. All other material terms of the May 7, 2012 amendment and restatement remained in effect following such amendment.

The errors in our Consolidated Balance Sheets resulted in technical defaults under the Company's revolving credit facilities and certain other debt agreements, which, as of the date of this filing, have all been waived.

Although the balances outstanding on the Essex Crane Revolving Credit Facility and Coast Crane Revolving Credit Facility, with respect to Coast Crane borrowings, are classified as short-term obligations within the Company's Consolidated Balance Sheets, we expect that we will be able to continue to use the facilities on a long-term basis to fund operations absent any material adverse changes at the Company. A material adverse change would permit the lenders under the Essex Crane and Coast Crane revolving credit facilities exercise their rights under the respective subjective acceleration clauses and declare all outstanding debt under the revolving credit facilities due and payable. If we cannot refinance our indebtedness upon the exercise of the subjective acceleration clauses, we may have to take actions such as asset divestitures, seeking additional equity financing or reducing or delaying capital expenditures, which could have an adverse effect on our operations and/or be dilutive to our stockholders. Additionally, we may not be able to effect any such action, if necessary, on commercially reasonable terms, or at all.

Seasonality

Although we believe our business traditionally is not materially impacted by seasonality, the demand for our rental equipment tends to be lower in the winter months. The level of equipment rental activities are directly related to infrastructure, commercial, residential and industrial construction and maintenance activities. Therefore, equipment rental performance will be correlated to the levels of current construction activities. The severity of weather conditions can have a temporary impact on the level of construction activities.

Equipment sales cycles are also subject to some seasonality with the peak selling period during the spring season and extending through the summer. Parts and service activities are traditionally affected to a lesser extent by changes in demand caused by seasonality.

Contractual Obligations

During the three and six months ended June 30, 2013, there were no material changes outside the ordinary course of our business in our long-term debt other than described above with respect to the amendments to the Coast Crane Credit Facility and the Essex Crane Credit Facility, capital lease or purchase obligations or in other long-term liabilities disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012.

Off-Balance Sheet Arrangements

During the three and six months ended June 30, 2013, there were no material changes in the off-balance sheet arrangements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012.

Critical Accounting Policies

Item 7, included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2012, presents the accounting policies and related estimates that we believe are the most critical to understanding our consolidated financial statements, financial condition, and results of operations and cash flows, and which require complex management judgment and assumptions, or involve uncertainties. These include, among other things, revenue recognition, the propriety of our estimated useful life of rental equipment and property and equipment, the adequacy of the allowance for doubtful accounts, income taxes, the potential impairment of long-lived assets including intangible assets and derivative financial instruments.

Information regarding our other significant accounting policies is included in Note 2 to our consolidated financial statements in Item 8 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2012.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our earnings are affected by changes in interest rates due to the fact that interest on our revolving credit facilities is calculated based upon either LIBOR or Prime Rate plus an applicable margin as of June 30, 2013. The weighted average interest rate in effect on all of the Company’s borrowings at June 30, 2013 was 4.51%. A 1.0% increase in the effective interest rate on our total outstanding borrowings (including our short-term debt obligations) at June 30, 2013 would increase our interest expense by approximately $1.6 million on an annualized basis.

Item 4. Controls and Procedures

Management’s Quarterly Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure.

Our management, with participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act as of June 30, 2013 in connection with the filing of the Initial Form 10-Q. Based on such evaluation, management initially concluded and disclosed in the Initial Form 10-Q that the Company’s disclosure controls and procedures were effective as of June 30, 2013.

In connection with the restatement of our financial statements for the period covered by this report, management reevaluated the effectiveness of our internal controls over financial reporting. Based on that reevaluation, management determined that material weaknesses in our internal controls over financial reporting existed at June 30, 2013 and, therefore, concluded that our disclosure controls and procedures were not effective as of June 30, 2013. The material weaknesses are the result of deficiencies in both the design and operating effectiveness of our internal control over financial reporting.

The matters involving internal controls and procedures that our management considered to be material weaknesses include the sufficiency of accounting technical knowledge and expertise related to infrequent, unusual or complex accounting matters including: (1) ineffectiveness of the review procedures related to the review of contract terms and conditions set forth in the Company's revolving credit facilities to identify the proper accounting as it relates to the balance sheet classification of the outstanding indebtedness; (2) ineffectiveness of the periodic review control related to the review of the Company's reportable operating segments to identify and account for segments appropriately under accounting guidance; and (3) ineffectiveness in the review procedures related to the goodwill impairment assessment due to a failure to identify the correct application of accounting guidance as it relates to the allocation of goodwill to reporting units.

A "material weakness" in internal control over financial reporting is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls.

Remediation of Material Weakness in Internal Control Over Financial Reporting

The Company has implemented certain changes in our internal controls as of the filing of this report to address the material weaknesses. Specifically, the Company has engaged a technical accounting resource to help evaluate new or existing infrequent, unusual or complex technical accounting issues. Additionally, the Company has implemented additional technical accounting review procedures related to the classification of its outstanding debt, determination of reportable operating segments and evaluation of the impairment of goodwill on a reporting unit basis. Management believes that these additional controls will remediate the material weaknesses discussed above. However, no assurance can be given that these changes will remediate the material weaknesses until such time that the controls have operated for a sufficient period of time and their operating effectiveness has been tested.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that occurred during the three month period ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company is party to various legal actions in the normal course of our business. We cannot estimate with certainty our ultimate legal and financial liability with respect to such pending matters. Management believes that the Company is not party to any litigation that, if adversely determined, would have a material adverse effect on our business, financial condition, result of operations or cash flows.

Item 1A. Risk Factors

Part I, Item 1A — “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2012, describes important factors that could materially affect our business, financial condition and/or future results and cause our operating results to differ materially from those indicated, projected or implied by forward-looking statements made in this Quarterly Report or presented elsewhere by management from time to time. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company; additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results and cause our operating results to differ materially from those indicated, projected or implied by forward-looking statements made in this Quarterly Report or presented elsewhere by management from time to time.

There have been no material changes with respect to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012, except as discussed below.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud and our stock price may be adversely affected.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed.

We have identified material weaknesses in our internal control over financial reporting as a result of the error in the classification of certain revolving credit facilities as long-term obligations and the error in the aggregation of the Essex Crane and Coast Crane equipment rentals segments as described in Note 3 to our consolidated financial statements, and a reassessment of the allocation of goodwill to reporting units for purposes of impairment evaluation. The matters involving internal controls and procedures that our management considered to be material weaknesses include the sufficiency of accounting technical knowledge and expertise related to infrequent, unusual or complex accounting matters including: (1) ineffectiveness of the review procedures related to the review of contract terms and conditions set forth in the Company's revolving credit facilities to identify the proper accounting as it relates to the balance sheet classification of the outstanding indebtedness; (2) ineffectiveness of the periodic review control related to the review of the Company's reportable operating segments to identify and account for segments appropriately under accounting guidance; and (3) ineffectiveness in the review procedures related to the goodwill impairment assessment due to a failure to identify the correct application of accounting guidance as it relates to the allocation of goodwill to reporting units. See “Item 4—Controls and Procedures.”

The requirements of Section 404 of the Sarbanes-Oxley Act are ongoing and also apply to future years. We expect that our internal control over financial reporting will continue to evolve as our business develops. Although we are committed to continue to improve our internal control processes and we will continue to diligently and vigorously review our internal control over financial reporting in order to ensure compliance with the Section 404 requirements, any control system, regardless of how well designed, operated and evaluated, can provide only reasonable, not absolute, assurance that its objectives will be met. Therefore, we cannot be certain that in the future additional material weaknesses or significant deficiencies will not exist or otherwise be discovered. If our efforts to remediate the weaknesses identified are not successful or if other deficiencies occur, these weaknesses or deficiencies could result in misstatements of our results of operations, additional restatements of our consolidated financial statements, a decline in our stock price and investor confidence, or other material effects on our business, reputation, results of operations, financial condition or liquidity.

Our revolving credit facilities contain subjective acceleration clauses and require traditional lock-box arrangements, which together result in certain obligations under these facilities to be classified as current, and which could have a material adverse effect on our liquidity if the lenders elect to exercise their remedies and accelerate the obligations under the revolving credit facilities.

The revolving credit facility at each of our operating subsidiaries requires a traditional lock-box arrangement, with the exception of the Coast Crane Ltd. portion of the Coast Crane Revolving Credit Facility, which provides for all receipts to be swept daily to reduce borrowings outstanding under the credit facility. These arrangements, combined with the existence of a subjective acceleration clause in each of the revolving credit facilities, require that the borrowings under the applicable facility be classified as a current liability on our balance sheet.

The Essex Crane Revolving Credit Facility provides for subjective events of default based upon (1) a material adverse effect in the business, operations, results of operations, assets, liabilities or financial condition of Holdings and Essex Crane, taken as a whole, (2) a material impairment of Holding's and Essex Crane's ability to perform our obligations under Essex Crane Revolving Credit Facility to which they are parties or of the lender group's ability to enforce the obligations or realize upon the collateral (other than as a result of as a result of an action taken or not taken that is solely in the control of agent), or (3) a material impairment of the enforceability or priority of agent's liens with respect to all or a material portion of the collateral.

The Coast Crane Revolving Credit Facility provides for subjective events of default based upon (1) a material adverse change in, or a material adverse effect upon, the operations, business, properties, condition (financial or otherwise) or prospects of CC Acquisition and Coast Crane taken as a whole; (2) a material impairment of the ability of any credit party, any subsidiary of any credit party or any other person (other than agent or lenders) to perform in any material respect its obligations under the Coast Crane Revolving Credit Facility; or (3) a material adverse effect upon (i) the legality, validity, binding effect or enforceability of the Coast Crane Revolving Credit Facility, or (ii) the perfection or priority of any lien granted to the lenders or to agent for the benefit of the secured parties under any of the collateral documents.

Our liquidity would be significantly adversely affected if our performance does not result in compliance with any of the subjective events of default, and our lenders exercise their rights under the subjective acceleration clause referred to above, including declaring all outstanding debt under the revolving credit facilities due and payable. In that event, if we cannot refinance our indebtedness, we may have to take actions such as asset divestitures, seeking additional equity financing or reducing or delaying capital expenditures, which could have an adverse effect on our operations and/or be dilutive to our stockholders. Additionally, we may not be able to effect any such action, if necessary, on commercially reasonable terms, or at all.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Issuer Purchases of Equity Securities

In October 2008, the Company's board of directors authorized a stock repurchase program, under which from time to time, in open market transactions at prevailing prices or through privately negotiated transactions as conditions permit. The Company may purchase up to $12 million of the Company's common stock and publicly-traded warrants of which approximately $9.0 million

remained available at June 30, 2013. Such repurchase plan was publicly announced on October 22, 2008. The Company’s stock repurchase program was suspended in May 2010 in conjunction with the launching of the cashless exercise warrant offer.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

A. Exhibits



31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	ESSEX RENTAL CORP.

Dated: March 31, 2015	By:	/s/ Nicholas J. Matthews
		Nicholas Matthews Chief Executive Officer (Principal Executive Officer)



Dated: March 31, 2015	By:	/s/ Kory M. Glen
		Kory M. Glen Chief Financial Officer (Principal Financial and Accounting Officer)

Attached files

Stock widget

Investing forum

Essex Rental Corp. Reports