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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 10-Q

 

(Mark One)

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

 

THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the quarterly period ended March 31, 2005

 

 

OR

 

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

 

THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the transition period from                  to                   

 

Commission File Number:  033-68444

 

WILLIAMS SCOTSMAN, INC.

(Exact name of Registrant as specified in its Charter)

 

Maryland

 

52-0665775

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

8211 Town Center Drive

 

21236

Baltimore, Maryland

 

(Zip Code)

(Address of principal executive offices)

 

 

 

 

 

(410) 931-6000

(Registrant’s telephone number, including area code)

 

 

 

None

(Former name, former address and former fiscal year - if changed since last report)

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  o   No ý

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o  No ý

 

The Registrant is a 100%-owned subsidiary of Scotsman Holdings, Inc., a Delaware corporation.  As of May 13, 2005, Scotsman Holdings, Inc. owned 3,320,000 shares of common stock (“Common Stock”) of the Registrant.

 

 



 

WILLIAMS SCOTSMAN, INC.

 

INDEX

 

FORM 10-Q

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

 

 

Consolidated Balance Sheets at March 31, 2005 and December 31, 2004

 

 

 

Consolidated Statements of Operations for the three months ended March 31, 2005 and 2004

 

 

 

Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and 2004

 

 

 

Notes to Consolidated Financial Statements

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

 

 

Item 4. Controls and Procedures

 

 

 

PART II - OTHER INFORMATION

 

 

 

Item 5. Other Information

 

 

 

Item 6. Exhibits

 

 

 

SIGNATURE

 

 



 

SAFE HARBOR STATEMENT – CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

 

Some of the statements in this Form 10-Q for the quarter ended March 31, 2005 constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause actual results to differ materially from future results expressed or implied by these forward-looking statements. These factors include, among others, the following:  substantial leverage and our ability to service debt; changing market trends in our industry; general economic and business conditions including a prolonged or substantial recession; our ability to finance fleet and branch expansion and to locate and finance acquisitions; our ability to implement our business and growth strategy and maintain and enhance our competitive strengths; our ability to obtain financing for general corporate purposes; intense industry competition; availability of key personnel; industry over-capacity; and changes in, or the failure to comply with, government regulations. As a result of these uncertainties, you should not place undue reliance on these forward-looking statements.  All future written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.  New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us.  We assume no obligation to update any forward-looking statements after the date hereof as a result of new information, future events or developments, except as required by federal securities laws.

 



 

PART I - FINANCIAL INFORMATION

 

Item 1.    Financial Statements.

WILLIAMS SCOTSMAN, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

 

 

 

March 31,

 

December 31,

 

 

 

2005

 

2004

 

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

2,203

 

$

935

 

Trade accounts receivable, net of allowance for doubtful accounts of $652 in 2005 and $606 in 2004

 

69,145

 

76,579

 

Prepaid expenses and other current assets

 

37,540

 

38,330

 

Rental equipment, net of accumulated depreciation of $261,098 in 2005 and $253,892 in 2004

 

885,738

 

880,723

 

Property and equipment, net of accumulated depreciation of $56,914 in 2005 and $53,935 in 2004

 

80,561

 

79,951

 

Deferred financing costs, net

 

14,879

 

16,667

 

Goodwill, net

 

171,115

 

170,423

 

Other intangible assets, net of accumulated amortization of $3,799 in 2005 and $3,611 in 2004

 

2,868

 

2,894

 

Other assets

 

20,720

 

18,105

 

 

 

$

1,284,769

 

$

1,284,607

 

 

 

 

 

 

 

Liabilities and stockholder’s equity

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

33,092

 

$

42,225

 

Accrued expenses

 

22,825

 

27,621

 

Accrued interest

 

21,071

 

12,341

 

Rents billed in advance

 

21,120

 

21,375

 

Revolving credit facility

 

110,483

 

102,130

 

Long-term debt, net

 

906,953

 

907,356

 

Deferred income taxes

 

155,454

 

155,951

 

Total liabilities

 

1,270,998

 

1,268,999

 

Stockholder’s equity:

 

 

 

 

 

Common stock, $.01 par value. Authorized 10,000,000 shares; issued and outstanding 3,320,000 shares

 

33

 

33

 

Additional paid-in capital

 

133,197

 

133,104

 

Cumulative foreign currency translation adjustment

 

13,027

 

14,079

 

Accumulated deficit

 

(132,486

)

(131,608

)

 

 

 

 

 

 

Total stockholder’s equity

 

13,771

 

15,608

 

 

 

 

 

 

 

 

 

$

1,284,769

 

$

1,284,607

 

 

See accompanying notes to consolidated financial statements.

 

1



 

WILLIAMS SCOTSMAN, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

Three months ended March 31, 2005 and 2004

(Unaudited)

 

 

 

Three months ended March 31,

 

 

 

2005

 

2004

 

 

 

(In thousands except share and
per share amounts)

 

Revenues

 

 

 

 

 

Leasing

 

$

58,783

 

$

52,827

 

Sales:

 

 

 

 

 

New units

 

22,491

 

19,091

 

Rental equipment

 

7,033

 

5,212

 

Delivery and installation

 

27,835

 

20,414

 

Other

 

9,959

 

9,367

 

Total revenues

 

126,101

 

106,911

 

 

 

 

 

 

 

Cost of sales and services

 

 

 

 

 

Leasing:

 

 

 

 

 

Depreciation and amortization

 

12,533

 

11,780

 

Other direct leasing costs

 

12,482

 

11,088

 

Sales:

 

 

 

 

 

New units

 

18,918

 

15,516

 

Rental equipment

 

5,679

 

4,097

 

Delivery and installation

 

24,503

 

18,384

 

Other

 

2,207

 

2,230

 

Total costs of sales and services

 

76,322

 

63,095

 

 

 

 

 

 

 

Gross profit

 

49,779

 

43,816

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

22,947

 

20,759

 

Other depreciation and amortization

 

3,910

 

3,414

 

Interest, including amortization of deferred financing costs

 

24,227

 

22,627

 

 

 

 

 

 

 

Total operating expenses

 

51,084

 

46,800

 

 

 

 

 

 

 

Loss before income taxes

 

(1,305

)

(2,984

)

Income tax benefit

 

(497

)

(1,134

)

 

 

 

 

 

 

Net loss

 

$

(808

)

$

(1,850

)

 

 

 

 

 

 

Loss per common share

 

$

(0.24

)

$

(0.56

)

Dividends per common share

 

$

0.02

 

$

0.02

 

 

 

 

 

 

 

Weighted average shares outstanding

 

3,320,000

 

3,320,000

 

 

See accompanying notes to consolidated financial statements.

 

2



 

WILLIAMS SCOTSMAN, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

Three months ended March 31,

 

 

 

2005

 

2004

 

Cash flows from operating activities

 

 

 

 

 

Net loss

 

$

(808

)

$

(1,850

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

18,240

 

16,905

 

Bond discount amortization

 

89

 

89

 

Provision for bad debts

 

742

 

560

 

Deferred income tax benefit

 

(497

)

(1,095

)

Non-cash stock option compensation expense

 

93

 

115

 

Gain on sale of rental equipment

 

(1,354

)

(1,114

)

Gain on sale of fixed assets

 

 

(7

)

Decrease (increase) in trade accounts receivable

 

6,844

 

(161

)

(Decrease) increase in accounts payable and accrued expenses

 

(5,086

)

9,170

 

Other

 

(3,450

)

(1,662

)

Net cash provided by operating activities

 

14,813

 

20,950

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Rental equipment additions

 

(20,556

)

(12,170

)

Proceeds from sales of rental equipment

 

7,033

 

5,212

 

Purchases of property and equipment, net

 

(3,167

)

(1,797

)

Acquisition of businesses, net of cash acquired

 

(4,583

)

 

Purchase of California classroom fleet

 

 

(43,471

)

Net cash used in investing activities

 

(21,273

)

(52,226

)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Proceeds from debt

 

131,637

 

141,335

 

Repayment of debt

 

(123,776

)

(109,314

)

Increase in deferred financing costs

 

(9

)

(50

)

Payment of dividends

 

(70

)

(36

)

Net cash provided by financing activities

 

7,782

 

31,935

 

 

 

 

 

 

 

Effect of change in exchange rates on cash

 

(54

)

(75

)

 

 

 

 

 

 

Net increase in cash

 

1,268

 

584

 

 

 

 

 

 

 

Cash at beginning of period

 

935

 

387

 

Cash at end of period

 

$

2,203

 

$

971

 

Supplemental cash flow information:

 

 

 

 

 

Cash paid for income taxes

 

$

186

 

$

312

 

Cash paid for interest

 

$

13,554

 

$

10,930

 

 

See accompanying notes to consolidated financial statements.

 

3



 

WILLIAMS SCOTSMAN, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

(Dollars in thousands, except share and per share amounts)

 

(1)           ORGANIZATION AND BASIS OF PRESENTATION

 

Williams Scotsman, Inc. (the Company) is a 100% owned subsidiary of Scotsman Holdings, Inc. (Holdings), a corporation which was organized in November 1993 for the purpose of acquiring the Company.  The Company’s operations include its 100% owned subsidiaries, Willscot Equipment, LLC (Willscot), Williams Scotsman of Canada, Inc., Williams Scotsman Mexico S. De R.L. de C.V. and Williams Scotsman of Europe, S.L.  Willscot, a special purpose subsidiary, was formed in May 1997; its operations are limited to the leasing of its mobile office units to the Company under a master lease.  Additionally, Willscot has entered into a management agreement with the Company whereby it pays a fee to the Company in an amount equal to the rental and other income (net of depreciation expense) it earns from the Company.  Therefore, Willscot earns no net income.

 

The operations of the Company consist primarily of the leasing and sale of mobile offices, modular buildings and storage products (equipment) and their delivery and installation throughout the United States, Canada, and certain parts of Mexico.

 

(2)           FINANCIAL STATEMENTS

 

In the opinion of management, the unaudited financial statements contain all adjustments (consisting only of normal, recurring adjustments) necessary to present fairly the Company’s financial position as of March 31, 2005, the consolidated statements of operations for the three month periods ended March 31, 2005 and 2004, and the consolidated statements of cash flows for the three months ended March 31, 2005 and 2004.  The results of operations for the period ended March 31, 2005 are not necessarily indicative of the operating results expected for the full year.

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s latest Form 10-K.  Certain prior year amounts have been reclassified to conform to the current year presentation.

 

(3)           RECENT ACCOUNTING PRONOUNCEMENTS

 

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No.123 (revised 2004), “Share-Based Payment” (“SFAS No. 123-R”), which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. Generally, the approach in SFAS No. 123-R is similar to the approach described in SFAS No. 123.  In April 2005, the Securities and Exchange Commission provided for a phased-in implementation of SFAS No. 123-R. Under this revised guidance, the effective date for application of SFAS No. 123-R has been postponed until no later than the beginning of the first fiscal year after June 15, 2005, or January 1, 2006 for the Company.  The Company intends to elect the modified prospective method of adopting SFAS No. 123-R, which requires the recognition of expense over the remaining vesting period for the portion of awards not fully vested as of January 1, 2006. As the Company currently applies the fair value method under SFAS No. 123, the Company does not anticipate that the adoption of SFAS No. 123-R will have a material impact on its financial statements.

 

(4)           ACQUISITION OF MOBILE SPACE INC.

 

On February 24, 2005, the Company acquired Mobile Space Inc., a Chicago-based company that leased and sold modular space units.  This purchase resulted in the acquisition of approximately 640 units and the related customer base. The transaction was accounted for under the purchase method of accounting with a purchase price of $4.8 million.  The acquisition was financed with borrowings under the Company’s credit facility.

 

4



 

(5)           PURCHASE OF CALIFORNIA CLASSROOM UNITS

 

On March 26, 2004, the Company acquired nearly 3,800 modular DSA classroom units located in the state of California from Transport International Pool, Inc. (d/b/a GE Modular Space) for approximately $43.5 million. The assets were acquired using available funds under the Company’s revolving credit facility.

 

The acquisition included the purchase of units, equipment associated with these classroom units as well as rights under all outstanding leases related to these classroom units and certain other assets. The Company did not acquire employees, physical facilities, sales force, or other business related items. In addition, the customer base, which is primarily related to public and private educational institutions in the State of California, is similar to, and in many cases duplicative of, the Company’s existing customer base. As a result, the Company considers the purchase of these assets an asset purchase rather than an acquisition of a business.

 

(6)           REVOLVING CREDIT FACILITY AND LONG-TERM DEBT

 

Debt consists of the following:

 

 

 

March 31, 2005

 

December 31, 2004

 

 

 

 

 

 

 

Borrowings under revolving credit facility

 

$

110,483

 

$

102,130

 

Term loan

 

205,776

 

206,307

 

Capital lease obligations

 

1,920

 

1,882

 

9.875% senior notes, net of unamortized discount of $743 in 2005 and $833 in 2004

 

549,257

 

549,167

 

10.0% senior secured notes

 

150,000

 

150,000

 

 

 

$

1,017,436

 

$

1,009,486

 

 

On April 15, 2005, Holdings, the Company, and the Lenders party to the Credit Agreement, dated as of March 26, 2002 (as amended, restated, modified and/or supplemented through April 14, 2005) (the “Credit Agreement”) and Deutsche Bank Trust Company Americas, as Administrative Agent under the Credit Agreement, entered into a Fifth Amendment (the “Amendment”) to the Credit Agreement. Under the terms of the Amendment, the amount of the Company’s indebtedness which may be evidenced by guarantees, performance bonds and surety bonds has been increased to $100 million from $50 million.  The Amendment also provides that the book value of assets securing obligations under such performance and surety bonds cannot exceed $75 million outstanding at any time.  In addition, the Amendment increases the letter of credit subfacility available to the Company from $20 million to $40 million.

 

(7)           COMPREHENSIVE LOSS

 

Total comprehensive loss was $1,860 and $2,546 for the three months ended March 31, 2005 and 2004, respectively, which includes net loss and the change in the foreign currency translation adjustment.  A summary of the components of comprehensive loss for the three month periods ended March 31 is presented below:

 

 

 

2005

 

2004

 

Net loss

 

$

(808

)

$

(1,850

)

Foreign currency translation adjustment

 

(1,052

)

(696

)

Comprehensive loss

 

$

(1,860

)

$

(2,546

)

 

5



 

(8)           EARNINGS AND DIVIDENDS PER SHARE

 

Earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding during the periods.  Dividends per common share is computed by dividing dividends paid by the weighted average number of common shares outstanding during the periods.

 

(9)           CONTINGENCIES

 

Currently, the Company is involved in various lawsuits and claims arising out of the normal course of its business. The nature of the Company’s business is such that disputes occasionally arise with vendors, including suppliers and subcontractors, and customers over warranties, contract specifications and contract interpretations among other things. The Company assesses these matters on a case-by-case basis as they arise. Reserves are established, as required, based on the Company’s assessment of its exposure. As noted above, the Company has insurance policies to cover general liability and workers compensation related claims. In the opinion of management, the ultimate amount of liability not covered by insurance, if any, under pending litigation and claims will not have a material adverse effect on the financial position or operating results of the Company.

 

In May 2002, the Company brought action against a customer to recover approximately $0.2 million allowed to the Company on a construction project.  In December 2002, this customer counterclaimed against the Company and filed claims against various subcontractors and suppliers to the project alleging breach of various warranties and negligence among other things. The customer has asserted that it is seeking to recover its direct losses related to this $2.6 million project as well as other damages.  The case is currently in discovery.  The Company believes that it is reasonably possible that the customer will be awarded some damages from the dispute; however, the amount of such damages cannot be determined at this time.  To the extent that the Company is ultimately liable to the customer, the Company believes it has adequate insurance coverage to apply to its portion of the claim. The Company, with its insurance carriers, continues to vigorously defend itself in this matter.

 

In January 2003, the Company was awarded a contract to construct and renovate classrooms in an elementary school located in New Jersey. The Company contracted with various subcontractors for certain components of the project. During the course of the construction, the modular units were impacted by weather conditions, including torrential rains, from which the units were not properly protected by the subcontractors performing the work. As a result, damage to the units resulted. In order to ensure that these damages would be repaired and completed in advance of the school term, the Company promptly repaired the damage. As of March 31, 2005, the Company expects to be reimbursed for damages totaling approximately $1.6 million. These costs are included in prepaid expenses and other current assets in the Company’s consolidated balance sheet. The Company and its legal counsel have determined that the subcontractors are responsible for the damages, and are currently seeking full recovery for costs incurred from the parties involved. In addition, the Company has builders risk insurance to cover some portion of the claim. The Company is pursuing these claims vigorously and believes that it will recover the amount of its repair costs.

 

(10)         SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

 

The 9.875% senior notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company’s 100% owned subsidiaries, Space Master International, Inc., Evergreen Mobile Company, Truck & Trailer Sales, Inc. and Williams Scotsman of Canada, Inc.  Willscot has fully and unconditionally guaranteed the 9.875% senior notes on a subordinated basis.  The 10.0% senior secured notes are fully and unconditionally guaranteed on a senior secured second lien basis by the Company’s 100% owned subsidiaries.  Willscot has fully and unconditionally guaranteed the 10.0% senior secured notes on a subordinated secured second lien basis.  These 100% owned subsidiaries (Guarantor Subsidiaries), act as joint and several guarantors of both the 9.875% and 10.0% senior notes.

 

6



 

The following presents condensed consolidating financial information for Williams Scotsman, Inc.  (Parent) and its 100% owned Guarantor Subsidiaries.  Space Master International, Inc., Evergreen Mobile Company, and Truck & Trailer Sales, Inc. do not have any assets or operations. See Note 1, Organization and Basis of Presentation, for a description of the operations of Willscot.

 

 

 

 

As of March 31, 2005

 

 

 

Parent

 

Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Balance Sheet

 

 

 

 

 

 

 

 

 

  Assets:

 

 

 

 

 

 

 

 

 

Rental equipment, at cost

 

$

364,080

 

$

782,756

 

$

 

$

1,146,836

 

Less accumulated depreciation

 

80,449

 

180,649

 

 

261,098

 

Net rental equipment

 

283,631

 

602,107

 

 

885,738

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

78,195

 

2,366

 

 

80,561

 

Investment in subsidiaries

 

531,409

 

 

(531,409

)

 

Other assets

 

344,168

 

21,436

 

(47,134

)

318,470

 

Total assets

 

$

1,237,403

 

$

625,909

 

$

(578,543

)

$

1,284,769

 

 

 

 

 

 

 

 

 

 

 

  Liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

75,044

 

$

1,944

 

$

 

$

76,988

 

Debt

 

1,017,436

 

 

 

1,017,436

 

Other liabilities

 

164,464

 

59,244

 

(47,134

)

176,574

 

Total liabilities

 

1,256,944

 

61,188

 

(47,134

)

1,270,998

 

 

 

 

 

 

 

 

 

 

 

  Equity :

 

(19,541

)

564,721

 

(531,409

)

13,771

 

Total liabilities and stockholder’s equity

 

$

1,237,403

 

$

625,909

 

$

(578,543

)

$

1,284,769

 

 

7



 

 

 

As of December 31, 2004

 

 

 

Parent

 

Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Balance Sheet

 

 

 

 

 

 

 

 

 

  Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental equipment, at cost

 

$

359,175

 

$

775,440

 

$

 

$

1,134,615

 

Less accumulated depreciation

 

78,076

 

175,816

 

 

253,892

 

Net rental equipment

 

281,099

 

599,624

 

 

880,723

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

77,619

 

2,332

 

 

79,951

 

Investment in subsidiaries

 

522,483

 

 

(522,483

)

 

Other assets

 

352,366

 

15,368

 

(43,801

)

323,933

 

Total assets

 

$

1,233,567

 

$

617,324

 

$

(566,284

)

$

1,284,607

 

 

 

 

 

 

 

 

 

 

 

  Liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

76,433

 

$

5,754

 

$

 

$

82,187

 

Debt

 

1,009,486

 

 

 

1,009,486

 

Other liabilities

 

164,827

 

56,300

 

(43,801

)

177,326

 

Total liabilities

 

1,250,746

 

62,054

 

(43,801

)

1,268,999

 

 

 

 

 

 

 

 

 

 

 

  Equity:

 

(17,179

)

555,270

 

(522,483

)

15,608

 

Total liabilities and stockholder’s equity

 

$

1,233,567

 

$

617,324

 

$

(566,284

)

$

1,284,607

 

 

 

 

For the Three Months Ended March 31, 2005

 

 

 

Parent

 

Guarantor Subsidiaries

 

Eliminations

 

Consolidated

 

Results of Operations

 

 

 

 

 

 

 

 

 

Total revenues

 

$

115,138

 

$

28,674

 

$

(17,711

)

$

126,101

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

45,501

 

15,795

 

(11,517

)

49,779

 

 

 

 

 

 

 

 

 

 

 

Other expenses

 

49,384

 

12,720

 

(11,517

)

50,587

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(3,883

)

$

3,075

 

$

 

$

(808

)

 

8



 

 

 

For the Three Months Ended March 31, 2004

 

 

 

Parent

 

Guarantor Subsidiaries

 

Eliminations

 

Consolidated

 

Results of Operations

 

 

 

 

 

 

 

 

 

Total revenues

 

$

101,109

 

$

23,095

 

$

(17,293

)

$

106,911

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

40,947

 

14,135

 

(11,266

)

43,816

 

 

 

 

 

 

 

 

 

 

 

Other expenses

 

44,426

 

12,506

 

(11,266

)

45,666

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(3,479

)

$

1,629

 

$

 

$

(1,850

)

 

 

 

For the Three Months Ended March 31, 2005

 

 

 

Parent

 

Guarantor Subsidiaries

 

Eliminations

 

Consolidated

 

Cash Flows

 

 

 

 

 

 

 

 

 

Cash provided by (used in) operating activities

 

$

19,567

 

$

(4,754

)

$

 

$

14,813

 

 

 

 

 

 

 

 

 

 

 

Cash (used in) provided by investing activities

 

(23,858

)

2,585

 

 

(21,273

)

 

 

 

 

 

 

 

 

 

 

Cash provided by financing activities

 

7,782

 

 

 

7,782

 

Effect of change in translation rates

 

(3,359

)

3,305

 

 

 

(54

)

Net change in cash

 

132

 

1,136

 

 

1,268

 

Cash at beginning of period

 

828

 

107

 

 

935

 

 

 

 

 

 

 

 

 

 

 

Cash at end of period

 

$

960

 

$

1,243

 

$

 

$

2,203

 

 

 

 

For the Three Months Ended March 31, 2004

 

 

 

Parent

 

Guarantor Subsidiaries

 

Eliminations

 

Consolidated

 

Cash Flows

 

 

 

 

 

 

 

 

 

Cash provided by operating activities

 

$

12,049

 

$

8,901

 

$

 

$

20,950

 

 

 

 

 

 

 

 

 

 

 

Cash used in investing activities

 

(42,685

)

(9,541

)

 

(52,226

)

 

 

 

 

 

 

 

 

 

 

Cash provided by financing activities

 

31,935

 

 

 

31,935

 

Effect of change in translation rates

 

(1,234

)

1,159

 

 

 

(75

)

Net change in cash

 

65

 

519

 

 

584

 

Cash at beginning of period

 

386

 

1

 

 

387

 

 

 

 

 

 

 

 

 

 

 

Cash at end of period

 

$

451

 

$

520

 

$

 

$

971

 

 

9



 

Item 2.                    Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward Looking Statements

 

The following discussion and analysis should be read in conjunction with the unaudited consolidated financial statements included elsewhere in this report.  The terms “company,” “we,” “our,” and “us” refer to Williams Scotsman, Inc. and its subsidiaries.  The following discussion and analysis contains forward-looking statements that involve risks and uncertainties.  Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those contained in our Annual Report on Form 10-K for the year ended December 31, 2004 under the headings “Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in that report.  See the Safe Harbor Statement at the beginning of this report.

 

Critical Accounting Policies and Estimates

 

General.  This discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities.  (See Note 2 of the Notes to Consolidated Financial Statements.)  On an on-going basis, we evaluate estimates, including those related to depreciation of rental equipment, allowance for doubtful accounts, contingencies, goodwill impairment, and income taxes. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the consolidated financial statements.

 

Depreciation of rental equipment. We depreciate rental equipment over its estimated useful life, after giving effect to an estimated salvage value. The useful life of our rental equipment is determined based on our estimate of the period over which the asset will generate revenue (generally 20 years), and the residual value (typically 50% of original cost) is determined based on our estimate of the expected value we could realize from the asset after this period. The lives and residual values are subject to periodic evaluation and may be affected by, among other factors, changes in building codes, legislation, regulations, local permitting and internal factors which may include, but are not limited to, changes in equipment specifications or maintenance policies. If these estimates change in the future, we may be required to recognize increased or decreased depreciation expense for these assets.

 

Allowance for doubtful accounts.  We are required to estimate the collectibility of our trade receivables.  Accordingly, allowances for doubtful accounts are maintained for estimated losses resulting from the inability of our customers to make required payments.  We evaluate a variety of factors in assessing the ultimate realization of these receivables including the current credit-worthiness of customers.  The allowance for doubtful accounts is determined based on historical collection results, days sales outstanding trends, and a review of specific past due receivables.  If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required, resulting in decreased net income.

 

Contingencies.  We maintain insurance coverage for our operations and employees with appropriate aggregate, per occurrence and deductible limits as we reasonably determine is necessary or prudent with current operations and historical experience.  The majority of these coverages have large deductible programs which allow for potential improved cash flow benefits based on our loss control efforts.  Our current per incident deductibles are $125,000 for employee group health insurance and $500,000 for worker’s compensation, auto, and general liability each. We expense the deductible portion of the individual claims.  However, we generally do not know the full amount of our exposure to a deductible in connection with any particular claim during the fiscal period in which the claim is incurred and for which we must make an accrual for the deductible expense.  We make these accruals based on a combination of the claims review by our staff and our insurance companies, and, periodically, the accrual is reviewed and adjusted based on our loss experience.  A high degree of judgment is required in developing these estimates of amounts to be accrued, as well as in connection with the underlying assumptions.  In addition, our assumptions will change as our loss experience is developed.  All of these factors have the potential for significantly impacting the amounts we have previously reserved in respect of anticipated deductible expenses, and we may be required in the future to increase or decrease amounts previously accrued.

 

We are subject to proceedings, lawsuits, and other claims related to environmental, product and other matters, and are

 

10



 

required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses.  As noted above, we have insurance policies to cover general liability and workers compensation related claims. A determination of the amount of net reserves required, if any, for these contingencies is made after analysis of each individual matter.  The required reserves may change in the future due to new developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters.

 

Goodwill Impairment.  At March 31, 2005, we had approximately $171.1 million of goodwill.  Goodwill is initially measured as the excess of the cost of an acquired business over the fair value of the identifiable net assets acquired. We do not amortize goodwill, but rather review our carrying value for impairment annually, and whenever an impairment indicator is identified. The goodwill impairment test involves a two-step approach. Under the first step, we determine the fair value of each reporting unit to which goodwill has been assigned. The geographic component units of the company for purposes of the impairment test have been aggregated into a single reporting unit because they have similar economic characteristics.  We compare the fair value of the reporting unit to its carrying value, including goodwill.  We estimate the fair value of our reporting unit by utilizing published market operating data multiples of similar publicly traded companies.  If the estimated fair value exceeds the carrying value, no impairment loss is recognized. If the carrying value exceeds the fair value, goodwill is considered potentially impaired and the second step is completed in order to measure the impairment loss. Under the second step, we calculate the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets, including any unrecognized intangible assets, of the reporting unit from the fair value of the reporting unit as determined in the first step.  We then compare the implied fair value of goodwill to the carrying value of goodwill. If the implied fair value of goodwill is less than the carrying value of goodwill, we recognize an impairment loss equal to the difference.

 

Income Taxes.  We are required to estimate income taxes in each of the jurisdictions in which we operate.  The process involves estimating actual current tax expense along with assessing temporary differences resulting from differing treatment of items for book and tax purposes.  These timing differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheet.  We have considered future taxable income and ongoing tax planning strategies in assessing the need for the valuation allowance. Our deferred tax assets consist primarily of future tax benefits associated with our net operating loss carryovers. We have recorded a valuation allowance of $5.2 million based on the pending expiration in the next few years of net operating loss carryovers that we estimate we will not be able to fully use.  These net operating loss carryovers for income tax purposes have been largely created by originating deductible temporary differences in depreciation expense of our lease fleet.  We expect that our taxable income in future periods will increase significantly as these differences reverse, allowing us to utilize substantially all of our net operating loss carryovers. If our operating results were to deteriorate and our future taxable income was insufficient to utilize these net operating loss carryovers before they expire, we would be required to increase the valuation allowance that we have recorded for our deferred tax assets.

 

Overview

 

In the three months ended March 31, 2005, revenues were $126.1 million, a 17.9% increase above the same period of 2004, primarily driven by increased delivery and installation activity, as well as increased leasing and sales of new units. Gross profit for the three months ended March 31, 2005 of $49.8 million represented a 13.6% increase above the same period of 2004 primarily due to increased units on rent, utilization and a 3.3% increase in average rental rates.  Operating expenses for the three months ended March 31, 2005 increased $4.3 million, a 9.2% increase over the same period of 2004.  Net loss for the three months ended March 31, 2005 was $0.8 million as compared to $1.9 million for the same period of 2004.

 

Acquisition of Mobile Space, Inc.

 

On February 24, 2005, we acquired Mobile Space Inc., a Chicago-based company that leased and sold modular space units.  This purchase resulted in the acquisition of approximately 640 units and the related customer base. The transaction was accounted for under the purchase method of accounting with a purchase price of $4.8 million.  The acquisition was financed with borrowings under our credit facility.

 

Purchase of California Classroom Units

 

On March 26, 2004, we acquired nearly 3,800 modular DSA classroom units located in the state of California from Transport International Pool, Inc. (d/b/a GE Modular Space) for approximately $43.5 million.  The assets were acquired using available funds under our revolving credit facility. The acquisition included the purchase of units, equipment associated with these classroom units as well as rights under all outstanding leases related to these classroom units and certain other assets. We did not acquire employees, physical facilities, sales force, or other business related items. In addition, the customer base, which is primarily related to public and private educational institutions in the State of California, is similar to, and in many cases duplicative of, our existing customer base. As a result, we consider the purchase of these assets an asset purchase rather than an acquisition of a business.

 

11



 

Results of Operations

 

Three Months Ended March 31, 2005 Compared with Three Months Ended March 31, 2004.

 

Revenues in the quarter ended March 31, 2005 were $126.1 million, a $19.2 million or 17.9% increase from revenues of $106.9 million in the same period of 2004.  The increase resulted from a $7.4 million or 36.4% increase in delivery and installation revenues, a $6.0 million or 11.3% increase in leasing revenue, a $3.4 million or 17.8% increase in sales of new units, a $1.8 million or 34.9% increase in sales of rental equipment, and a $0.6 million or 6.3% increase in other revenue from the same period of 2004.  The increase in delivery and installation is largely due to a continued strength in the education business, particularly in the south central, southeast and western regions of the country, together with increased modular sales activity in the north central region of the country.  The 11.3% increase in leasing revenue for the quarter ended March 31, 2005, as compared to the same period of 2004, resulted from an increase of approximately 5,300 units on rent, which includes California classroom units purchased in the first quarter of 2004, and a $9 increase in the average rental rate for the quarter ended March 31, 2005 from $249 to $258. Average fleet utilization of approximately 80% for the quarter ended March 31, 2005 was up approximately 1.6% from the same period of the prior year.  New sales revenue increased primarily as a result of sales of workforce housing units in Canada during the quarter as well as increased modular sales activity described above. The 34.9% increase in sales of rental equipment for the quarter ended March 31, 2005 as compared to the same period of 2004 was due primarily to sales of rental units in Canada.  The increase in other revenue for the quarter ended March 31, 2005 as compared to the same period of 2004 was driven by various ancillary items, including steps, furniture, insurance waivers, and ramps.

 

Gross profit for the quarter ended March 31, 2005 was $49.8 million, a $6.0 million or 13.6% increase from the same period of 2004.  This increase in gross profit was primarily driven by the increased delivery and installation revenues and leasing revenues described above. Gross margin percentage related to delivery and installation increased 2.0% primarily resulting from higher margins related to projects discussed above. Leasing gross profit margin percentage for the quarter ended March 31, 2005 improved 0.7% over the same period of 2004 as a result of the increased leasing revenue described above, partially offset by increased refurbishment and maintenance costs. Gross margin percentage related to new sales decreased 2.8% as compared to the same period of 2004 primarily due to overall competitive pricing pressures and lower margins on certain modular sales projects. Gross profit margin from sales of rental equipment increased slightly by $0.2 million primarily due to the increased revenues discussed above, substantially offset by lower margin sales experienced during the quarter ended March 31, 2005 resulting from changes in the mix of rental units sold as compared to the same period of 2004.

 

Selling, general and administrative expenses for the quarter ended March 31, 2005 increased approximately $2.2 million or 10.5% to $22.9 million from $20.8 million in the same period of 2004.  This increase is primarily associated with increased employee-related costs, marketing, occupancy and professional fees primarily to support growth of the Company’s revenues and gross profit discussed above.

 

Interest expense for the quarter ended March 31, 2005 increased by approximately $1.6 million or 7.1% to $24.2 million from $22.6 million in the same period of 2004 due primarily to a $51.4 million or 19.3% increase in average credit facility debt and an approximately 1.1% increase in the effective interest rate over the same period of 2004.

 

For the quarter ended March 31, 2005 and 2004, income tax benefit was $0.5 million and $1.1 million, respectively. Our effective tax rate for the quarters ended March 31, 2005 and 2004 was approximately 38%.

 

Contractual Obligations and Commercial Commitments

 

During the three months ended March 31, 2005, there was no material change in our contractual obligations and commercial commitments outside of the ordinary course of business.

 

12



 

Liquidity and Capital Resources

 

During the three months ended March 31, 2005, our principal source of funds consisted of cash flow from operating activities of $14.8 million.  These funds were largely generated by the rental of units from our lease fleet and sales of new modular space units. During the three months ended March 31, 2004, cash flow from operating activities was $21.0 million.  The $6.1 million decrease in cash flow from operating activities was primarily the result of decreased payables and other accrued expenses, partially offset by increased receivable collections and revenue growth for the quarter ended March 31, 2005 in comparison with the same period of 2004. The decrease in accounts payable and other accrued expenses resulted primarily from the timing of related payments.  Collections associated with large modular sales projects, as well as increased leasing gross profit, positively impacted cash flow from operating activities during the quarter ended March 31, 2005.  See Results of Operations above for additional discussion of leasing gross profit.

 

Cash used in investing activities was $21.3 million and $52.2 million for the three months ended March 31, 2005 and 2004, respectively.  In February 2005, we acquired Mobile Space, Inc., a Chicago-based company, for $4.8 million while in March 2004, we acquired nearly 3,800 modular classrooms located in the state of California for approximately $43.5 million.  See Note 3 to the Consolidated Financial Statements for further discussion of the Mobile Space, Inc. acquisition and Note 4 for further discussion of the California fleet purchase.  In addition to acquisitions, our primary capital expenditures are for the discretionary purchase of new units for our lease fleet. We seek to maintain our lease fleet in good condition at all times and generally increase the size of our lease fleet only in those local or regional markets experiencing economic growth and established unit demand.

 

Net cash provided by financing activities of $7.8 million for the three month period ended March 31, 2005 consisted of additional net borrowings under our revolving credit facility, which were used to fund the Mobile Space Inc. acquisition and supplement cash flow from operating activities in the funding of capital expenditures for the three months ended March 31, 2005.  Net cash provided by financing activities of $31.9 million for the three month period ended March 31, 2004 consisted of $32.0 million in additional borrowings under our revolving credit facility, which were used to supplement cash flow from operating activities in the funding of capital expenditures for the quarter, as well as the $43.5 million California fleet purchase discussed in Note 4.

 

Our total credit facility (including the term loan and revolver commitment) was $505.8 million at March 31, 2005.  Borrowing base (collateral) availability calculated in accordance with the credit agreement under this facility was $178.6 million at March 31, 2005.  Consolidated Leverage Ratio (as defined in the Credit Agreement) covenant restrictions further limited our borrowing availability at March 31, 2005 to $79.6 million. In order to meet our future cash requirements, we intend to use internally generated funds and to borrow under our credit facility. We believe we will have sufficient liquidity under our revolving line of credit and from cash generated from operations to fund our operations for the next 12 months.  Our credit facility matures December 2006 and our 9.875% senior notes and 10.0% senior secured notes mature in 2007 and 2008, respectively.  It is expected that we will refinance outstanding obligations under these agreements prior to their maturities.  Until such time, we expect that funds from operations will be sufficient to satisfy debt service requirements related to these obligations.

 

On April 15, 2005, Scotsman Holdings Inc. (Holdings), the Company, and the Lenders party to the Credit Agreement, dated as of March 26, 2002 (as amended, restated, modified and/or supplemented through April 14, 2005) and Deutsche Bank Trust Company Americas, as Administrative Agent under the Credit Agreement, entered into a Fifth Amendment (the “Amendment”) to the Credit Agreement. Under the terms of the Amendment, the amount of the Company’s indebtedness which may be evidenced by guarantees, performance bonds and surety bonds has been increased to $100 million from $50 million.  The Amendment also provides that the book value of assets securing obligations under such performance and surety bonds cannot exceed $75 million outstanding at any time.  In addition, the Amendment increases the letter of credit subfacility available to the Company from $20 million to $40 million.

 

Our credit agreement contains restrictions on the amount of dividends that we can pay to Holdings and requires compliance with certain financial covenants including capital expenditures, an interest coverage ratio, a leverage ratio and fleet utilization levels.  The failure to maintain the required ratios would result in us not being able to borrow under the credit agreement and, if not cured within the grace periods, would result in a default under the credit agreement. For the three months ended March 31, 2005, our actual consolidated leverage ratio was 6.26:1 as compared to the maximum covenant requirement of 6.75:1 and our actual consolidated interest coverage ratio was 1.86:1 as compared to the minimum covenant requirement of 1.70:1. The consolidated interest coverage ratio was calculated by dividing Consolidated EBITDA (as defined in our credit agreement) of approximately $161.6 million for the twelve month period ended March 31, 2005 by cash interest expense of approximately $87.0 million as defined in the credit agreement.  The consolidated leverage ratio was calculated by dividing the March 31, 2005 consolidated debt balance of approximately $1,017.4 million by Consolidated EBITDA for the twelve month period ended March 31, 2005.  For consolidated leverage ratio calculation purposes Consolidated EBITDA for the twelve months ended March 31, 2005 was approximately $162.5 million, which in accordance with our credit agreement, was adjusted to include approximately $.9 million, relating to entities we acquired during the calculation period.  We are currently in compliance with all financial covenants.

 

13



 

 

Consolidated EBITDA as defined in our credit agreement represents the trailing 12 months consolidated Holdings net income plus consolidated interest, taxes, depreciation and amortization expenses, and excludes gains and losses on sales of fixed assets and any other non-cash items.  It is used in determining our compliance with the financial ratios required by our agreement. Consolidated EBITDA should not be considered in isolation or as a substitute to cash flow from operating activities, net income or other measures of performance prepared in accordance with generally accepted accounting principles or as a measure of a company’s profitability or liquidity.

 

Although not required by our credit agreement, if Holdings’ cash flow from operating activities for the twelve months ended March 31, 2005, the most directly comparable GAAP measure to Consolidated EBITDA, were used in these calculations instead of Consolidated EBITDA, our leverage ratio and interest coverage ratio would have been 20.05:1 and .58:1, respectively.

 

The table below reconciles Consolidated EBITDA, calculated pursuant to the credit agreement, for the twelve months ended March 31, 2005 to cash flow from operating activities, the most directly comparable GAAP measure (in thousands).

 

 

 

Twelve Months Ended

 

 

 

March 31, 2005

 

Consolidated EBITDA

 

$

162,521

(a)

Increase in receivables, net

 

(12,940

)

Increase in accounts payable and accrued expenses

 

5,250

 

Interest paid

 

(87,527

)

Increase in other assets

 

(8,054

)

Increase in other liabilities

 

2,473

 

Gain on sale of rental equipment (including realized gain from hurricanes)

 

(10,070

)

Pro forma EBITDA impact of acquisitions

 

(917

)

Cash flow from operating activities-Holdings level

 

$

50,736

(a)

Plus: Administrative expense at Holdings level

 

71

(a)

Cash flow from operating activities

 

$

50,807

(a)

 

 

 

 

Other Data:

 

 

 

Cash flow used in investing activities

 

$

(71,984

)

Cash flow provided by financing activities

 

$

21,955

 

 


(a)   Note:  In accordance with the provisions of the credit agreement, the financial results of Holdings, which includes administrative charges incurred at the parent company level, are to be used in the calculation of the covenant compliance ratios.

 

14



 

Item 3.                    Quantitative and Qualitative Disclosures about Market Risk

 

For quantitative and qualitative disclosures about market risk, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the year ended December 31, 2004.  Our exposures to market risk have not changed materially since December 31, 2004.

 

Item 4.                    Controls and Procedures

 

(a)              Evaluation of Disclosure Controls and Procedures.

 

Our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation, as of the end of the period covered by this report, that our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a – 15(e) and 15d – 15(e)) are (1) effective to ensure that material information required to be disclosed by us in reports filed or submitted by us under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) designed to ensure that material information required to be disclosed by us in such reports is accumulated, organized and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

(b)               Changes in Internal Control Over Financial Reporting.

 

There has been no change in the Company’s internal control over financial reporting (as defined in the Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f)) that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met.  In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.  Because of these and other inherent limitations of control systems, there is only reasonable assurance that our controls will succeed in achieving their stated goals under all potential future conditions.

 

15



 

PART II - OTHER INFORMATION

 

Item 5.                Other Information

 

The Company is not required to file reports with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, but is filing this Quarterly Report on Form 10-Q on a voluntary basis.  Accordingly, it is not an “issuer” as defined in Section 2(a)(7) of the Sarbanes-Oxley Act of 2002.

 

On April 29, 2005, Holdings filed a Registration Statement on Form S-1 with the Securities and Exchange Commission for an initial public offering of $250 million of its common stock. Holdings intends to use the proceeds of the offering to repay a portion of its existing indebtedness.  The timing and completion of the offering are subject to market conditions and other contingencies.

 

Item 6.                Exhibits

 

(a)

 

Exhibits.

 

 

 

(10.1)

 

Fifth Amendment to the Credit Agreement dated as of April 15, 2005, among Scotsman Holdings, Inc., Williams Scotsman, Inc., the lenders from time to time party to the credit agreement and Deutsche Bank Trust Company Americas, as Administrative Agent. (Incorporated by reference to Exhibit 99.1 of Scotsman Holdings, Inc.’s current report on Form 8-K dated April 15, 2005).

 

 

 

(31.1)

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Gerard E. Holthaus, Chief Executive Officer of the Company.

 

 

 

(31.2)

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Robert C. Singer, Chief Financial Officer of the Company.

 

16



 

SIGNATURES

 

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

 

 

WILLIAMS SCOTSMAN, INC.

 

 

 

 

 

 

 

 

By:

  /s/ Robert C. Singer

 

 

 

 

Robert C. Singer

 

 

 Executive Vice President and Chief Financial Officer

 

Dated: May 13, 2005

 

17