10-Q 1 form10q1qtr2002.txt 1ST QUARTER 10-Q 2002 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-31187 W.R. CARPENTER NORTH AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 54-1049647 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1775 Park Street Selma, CA 93662 (Address of principal executive offices and zip code) (559) 891-5594 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] At November 14, 2001 there were 55,000 shares of Class A common stock, $1.00 par value, and 5,000 shares of Class B common stock, $1.00 par value, of the registrant issued and outstanding.

PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) ~~Apr~~Sep 130 ~~Mar~~Oct 261 ~~Jun~~Jul 251 2001 2000 ~~2000~~2001 (unaudited) (unaudited) (audited) ------------- ------------- ------------- ASSETS Current Assets Cash and cash equivalents $~~547~~ 5,787 $13 15,~~865~~886 $3 2,~~295~~377 Accounts receivable (net of allowance for doubtful accounts of $~~123~~1,786, $~~521~~122, and $~~713~~1,673, respectively) 2012,~~362~~663 4825,~~864~~593 4111,~~878~~900 Due from factor ---- 1,956 ---- ~~4,193~~ Affiliates receivable 14(net of allowance for doubtful accounts of $3,~~731~~375, ~~----~~$0, 25$3,~~092~~797, respectively) 17,138 21,331 10,479 Inventories 349,~~034~~866 6429,~~796~~999 4913,~~068~~214 Prepaid expenses and other 12,~~058~~954 95,~~474~~837 82,~~166~~167 ~~Prepaid~~Income ~~income~~ taxes receivable --- 2,949 1,~~156~~722 ~~2,949~~ Deferred income taxes --- 1,614 ~~1,479 2,381~~ --- ------- -------- ------- Total current assets 7548,~~295~~408 ~~139~~105,~~634~~165 ~~137~~41,~~022~~859 Property, plant and equipment, net 5117,~~933~~848 ~~120~~54,~~495~~821 ~~111~~20,~~589~~768 Other assets ~~29.194~~6,243 855,~~573~~773 1514,~~136~~476 -------- -------- -------- Total assets $~~156~~72,~~422~~499 $~~268~~215,~~702~~759 $~~263~~77,~~747~~103 ======== ======== ======== LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) Current Liabilities ~~Accounts~~Senior subordinated notes payable, in default $1978,~~451~~345 $~~37,209~~ --- $3578,~~081~~333 ~~Other~~Accounts ~~accrued~~payable 72 22,197 51 Accrued expenses 198,~~234~~614 1225,~~657~~585 177,~~380~~036 Current portion of long-term debt ~~25,630~~--- 2926,~~140~~898 ~~37,483~~--- -------- -------- -------- Total current liabilities 6487,~~315~~031 7974,~~006~~680 8985,~~944~~420 Liabilities subject to compromise of UpRight, Inc. subsidiary in Chapter 11 81,492 81,715 reorganization Senior Subordinated Notes Payable ~~78,247~~--- 104,~~655~~679 ~~104,667~~--- Long-term debt, net of current portion ~~23,547~~--- 6126,~~209~~668 ~~52,184~~--- Other long-term liabilities ~~223~~300 ~~4,303~~361 ~~1,892 Deferred income taxes~~ ---- ~~581~~ ---- ----~~----~~ -------- -------- Total liabilities ~~166~~168,~~332~~823 ~~249~~206,~~754~~388 ~~248~~167,~~687~~135 -------- -------- -------- Commitments and contingencies Stockholder's equity (deficit) Common stock 60 60 60 Preferred stock 25 25 25 Additional paid-in capital 8,767 8,767 8,767 Cumulative currency translation adjustment (CTA) 2,084 2,084 2,084 Retained earnings (deficit) (on July 3, 1994 a (deficit) of $31,395 was eliminated due to a subsidiary's quasi-reorganization) (20107,~~846~~260) 8(1,~~012~~565) 4(100,~~124 quasi-reorganization~~968) -------- -------- -------- Total stockholder's equity (9deficit) (96,~~910~~324) 189,~~948~~371 15(90,~~060~~032) -------- -------- -------- Total liabilities and stockholder's equity (deficit) $~~156~~72,~~422~~499 $~~268~~215,~~702~~759 $~~263~~77,~~747~~103 ======== ======== ======== See accompanying notes to condensed consolidated financial statements.

W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per-share data) (unaudited) Three Months Ended ~~Nine~~Sept ~~Months~~30 ~~Ended~~Oct ~~Apr~~ 1 ~~Mar 26 Apr 1 Mar 26~~ 2001 2000 ~~2001 2000~~ -------- -~~------~~ -------- ~~--------~~ Revenues $409,~~295~~218 $5043,~~464~~458 ~~$109,097 $124,975~~ Cost of Revenues 389,~~512~~518 4442,~~854~~766 ~~113,712 108,399~~ ------- --~~-----~~ -------- ~~--------~~ Gross profit/(loss) ~~1,783 5,610~~ (~~4,615~~300) ~~16,576~~692 ------- --~~-----~~ -------- ~~--------~~ Operating expenses Selling, general and administrative 32,~~479~~675 56,~~588~~135 ~~15,125 15,889~~ Product liability ~~356~~477 360 ~~1,081 1,080~~ Research and development ~~1,013~~38 1,~~509~~362 ~~3,894 4,420~~ ------- --~~-----~~ -------- ~~--------~~ Total operating expenses 43,~~848~~190 7,~~457~~857 ~~20,100 21,389~~ ------- --~~-----~~ -------- ~~--------~~ Operating loss from continuing operations (3,~~065~~490) (17,~~847~~165) ~~(24,715) (4,813)~~ Other income/(expense) Interest expense, net (32,~~341~~799) (34,~~649~~357) ~~(11,825) (9,655)~~ Other income/(~~loss~~expense) (453) (~~103~~591) ~~(84) (379)~~ ------- --~~-----~~ -------- ~~--------~~ Loss from continuing operations before income taxes (6,~~451~~292) (512,~~599~~113) ~~(36,624) (14,847)~~ Benefit for income taxes ~~1,482~~0 24,~~653~~845 ~~13,551 6,517~~ ------- --~~-----~~ -------- ~~--------~~ Loss from continuing operations (46,~~969~~292) (27,~~946~~268) ~~(23,073) (8,330)~~ ------- --~~-----~~ -------- ~~--------~~ Discontinued operations Income~~/(loss)~~ from discontinued operations of Horizon High Reach, less income taxes ~~(benefit)~~ of $0, ~~$(113), $178,~~ and $~~151~~567 0 ~~(1,189)~~ 268 ~~(1,115)~~Gain ~~Loss~~ on sale of Horizon, less income ~~tax~~taxes ~~benefits~~ of $29874 ~~and (271)~~ 0 ~~(2,165) 0 $~~1,~~292~~311 ------- --~~-----~~ ------- -~~-----~~ Net loss $(56,~~240~~292) $(45,~~135~~689) ~~$(24,970) $(9,445)~~ ======== =~~======~~ ======== ~~========~~ Loss per common share from continuing operations $~~(82.82)~~ $(49104.1086) $(~~384~~121.5513) ~~$(138.83)~~ ======== =~~======~~ ======== ~~========~~ Net loss per common share $ (87104.3386) $(6894.9282) ~~$(416.17) $(157.42)~~ ======== =~~======~~ ======== ~~========~~ Weighted average number of common shares used to compute net loss per common share 60,000 60,000 ~~60,000 60,000~~ ======== =~~======~~ ======== ~~========~~ See accompanying notes to condensed consolidated financial statements.

W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (unaudited) ~~Nine~~Three Months Ended --------------------------- ~~Apr~~Sept 130 ~~Mar~~Oct 261 2001 2000 ------------- ------------- Cash flows from operating activities Net loss $(246,~~970~~292) $(95,~~445~~689) ------------- ------------- Adjustments to reconcile net loss to net cash provided/(used) by operating activities Depreciation and amortization 71,~~944~~250 133,~~897~~156 (Gain)/(loss) on disposition of property, plant and equipment ~~508~~458 ~~(1,162)~~324 ~~Deferred income taxes, net 767 (31)~~ Changes in operating assets and liabilities Accounts receivable ~~36,070~~ (7,~~047~~422) 22,283 Inventories 153,~~034~~348 ~~(26~~19,~~048)~~069 Prepaid expenses and other ~~assets~~(787) 72,~~108~~329 (6Income taxes receivable/deferred income taxes,~~985)~~ net 1,722 767 Accounts payable 21 (1512,~~630~~884) ~~10,376~~ Accrued expenses 1,~~854~~578 38,~~470~~205 Liabilities subject to compromise (223) --- Other, net ~~(15~~8,~~727)~~545 (342,~~358~~168) ------------- ------------- Total adjustments 378,~~928~~490 ~~(16~~1,~~888)~~081 ------------- ------------- Net cash provided/(used) by operating activities 122,~~958~~198 (264,~~333~~608) ------------- ------------- Cash flows from investing activities Additions to property, plant and equipment ~~(8,505)~~--- (275,~~591~~614) Proceeds from disposition of assets 591,~~709~~212 1058,~~099~~902 ------------- ------------- Net cash provided~~/(used)~~ by investing activities 511,~~204~~212 ~~(17~~53,~~492)~~288 ------------- ------------- Cash flows from financing activities Proceeds from long-term debt ~~10,524~~--- 503,~~421~~735 Repayment of long-term debt ~~(77,434)~~--- (639,~~059~~824) ------------- ------------- Net cash ~~provided/(~~used) by financing activities --- (6636,~~910~~089) ~~44,362~~ ------------- ------------- Net increase~~/(decrease)~~ in cash and cash equivalents (23,~~748)~~410 ~~537~~12,591 Cash and cash equivalents at beginning of period 2,377 3,295 ~~13,328~~ ------------- ------------- Cash and cash equivalents at end of period $~~547~~ 5,787 $1315,~~865~~886 ============= ============= Supplemental disclosures of cash flow information: Cash used for interest payments $101,~~438~~098 $91,~~838~~816 ============= ============= Cash used for income tax payments $0 $~~262~~0 ============= ============= See accompanying notes to condensed consolidated financial statements.

W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES Notes to the Condensed Consolidated Financial Statements (Unaudited) 1. Basis of Presentation The accompanying fiscal year 2002 and fiscal year 2001 unaudited interim condensed consolidated financial statements included herein have been prepared by W.R. Carpenter North America, Inc. (the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted pursuant to such rules and regulations. However, management believes that the disclosures are adequate to prevent the information presented from being misleading. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Form 10-K, which contains financial information for the fiscal years ended July 1, 2001, June 25, 2000, and June 27, 1999. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results of operations for the interim periods are not necessarily indicative of the results that may be expected for a full year. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. On September 29, 2000, the Company sold all of the assets and outstanding capital stock of Horizon High Reach, Inc. ("Horizon") to United Rentals, Inc. ("United") for total consideration of $90 million (subject to certain adjustments based on a post-closing audit as discussed below). At closing, the Company received consideration consisting of $50 million in cash and two senior unsecured 5 year promissory notes in the aggregate principal amount of $40 million. The effective date of this sale for financial reporting purposes was July 31, 2000. Horizon's financial results are shown as discontinued operations on the Condensed Consolidated Statements of Operations. On June 12, 2001, UpRight, Inc. filed a petition for relief under Chapter 11 of the Federal bankruptcy laws in the United States Bankruptcy Court for the Eastern District of California, Fresno Division. Under Chapter 11, certain claims against UpRight in existence prior to the filing of petitions for relief under Federal bankruptcy laws are stated while UpRight continues business operations as Debtor-in-possession. These claims are reflected in the condensed consolidated balance sheet at July 1, 2001 and September 30, 2001 as "Liabilities subject to compromise of UpRight, Inc. subsidiary in Chapter 11 reorganization." Additional claims (also liabilities subject to compromise) may arise subsequent to the filing date resulting from rejection of executory contracts, including leases, and from the determination by the court (or agreed to by parties in interest) of allowed claims for contingencies and other disputed amounts. Claims secured against UpRight's assets ("secured claims") are also stated, although the holders of such claims have the right to move the court for relief from the stay. Secured claims are secured primarily by liens on Upright's property, plant and equipment. 2. Contingencies The Company and its subsidiary have various product liability claims and suits pending, and where applicable, estimated losses have been provided for in the accompanying condensed consolidated financial statements. The Company's policy is to defend each suit vigorously, regardless of the amount sought in damages. Although the outcome of such litigation cannot be predicted with certainty, it is the opinion of management, based on the advice of legal counsel and other considerations, that all claims, legal actions, complaints and proceedings which have been filed or are pending against the Company and its subsidiary, as well as possible future claims, are adequately covered by reserves or insurance, and are not expected to have a material adverse effect on the Company's consolidated financial position. W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain statements in this Quarterly Report on Form 10-Q include forward-looking information 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, and are subject to the "safe harbor" created by those sections. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statement. Such risks and uncertainties include, but are not limited to, the following factors: substantial leverage of the Company; industrial cyclicality; dependence on the construction industry; consolidation of the customer base; dependence upon major customers; risks relating to growth; significance of new product development; the need for continual capital expenditures; competition; product liability; insurance; availability of product components; reliance on suppliers; foreign sales; government and environmental regulation; labor matters; holding company structure; restrictions under debt agreements; fraudulent conveyance; and control by the sole stockholder. Results of Operations The following table sets forth for the periods indicated certain historical income statement data derived from the Company's condensed consolidated statements of operations expressed in dollars and as a percentage of net revenue.

W.R. CARPENTER NORTH AMERICA, INC. AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain statements in this Quarterly Report on Form 10-Q include forward-looking information 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, and are subject to the "safe harbor" created by those sections. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statement. Such risks and uncertainties include, but are not limited to, the following factors: substantial leverage of the Company; industrial cyclicality; dependence on the construction industry; consolidation of the customer base; dependence upon major customers; risks relating to growth; significance of new product development; the need for continual capital expenditures; competition; product liability; insurance; availability of product components; reliance on suppliers; foreign sales; government and environmental regulation; labor matters; holding company structure; restrictions under debt agreements; fraudulent conveyance; and control by the sole stockholder. Results of Operations The following table sets forth for the periods indicated certain historical income statement data derived from the Company's condensed consolidated statements of operations expressed in dollars and as a percentage of net revenue. Three Months Ended ~~April~~September 130, 2001 ~~March~~October 261, 2000 ~~--------------- --------------~~ (Dollars in Thousands) (Unaudited) ~~Revenues~~Revenue $409,~~295~~218 100.0% $5043,~~464~~458 100.0% Cost of ~~revenues~~revenue 389,~~512~~518 95103.63 4442,~~854~~766 8898.94 Gross profit/(loss) ~~1,783~~(300) 4(3.43) ~~5,610~~692 ~~11.~~1.6 Operating expenses 43,~~848~~190 1234.06 7,~~457~~857 1418.81 Operating loss, continuing operations (3,~~065~~490) (737.69) (17,~~847~~165) (316.75) Interest expense, net (32,~~341~~799) (830.34) (34,~~649~~357) (710.20) Other expense (453) (0.10) (~~103~~591) (01.23) Benefit for income taxes ~~1,482~~0 30.70 24,~~653~~845 511.31 Loss from continuing operations (46,~~969~~292) (1268.3) (27,~~946~~268) (516.87) ~~Loss~~Income from discontinued operations 0 0.0 ~~(1,189)~~268 (20.4)6 ~~Loss~~Gain on sale from discontinued operations ~~(271)~~0 (0.7) 0 01,311 3.0 Net loss (56,~~240~~292) (1368.03) (45,~~135~~689) (813.21) EBITDA, continuing operations (~~440~~2,327) (125.12) ~~111~~(4,918) 0(11.23) Depreciation and amortization, continuing 21,~~625~~250 613.56 12,~~958~~247 35.92 operations

Segment Operations The Company, through its wholly-owned subsidiary, UpRight, Inc. ("UpRight") manufactures and sells aerial work platforms. The Company recently sold its other wholly-owned subsidiary, Horizon, to United Rentals, Inc. Horizon's financial results are shown as discontinued operations.

W.R. Carpenter North America, Inc. and ~~Subsidiaries~~Subsidiary Consolidating Statement of Operations Three Months Ended ~~April~~September 130, 2001 (Dollars in Thousands) (Unaudited) ---------------------------------------------- Carpenter UpRight Consolidated --------- ------- ------------- Revenues $1,~~220~~491 $397,~~075~~727 $409,~~295~~218 Cost of revenues 12,~~297~~027 377,~~215~~491 389,~~512~~518 --------- -------- -------- Total gross profit/(loss) (77536) ~~1,860~~236 ~~1,783~~(300) -------- ------- -------- % of revenue (635.39%) 43.81% 4(3.43%) Loss from ~~Continuing~~ Operations Selling, general and administrative ~~147~~1,313 31,~~332~~362 32,~~479~~675 Product liability ~~356~~--- ~~356~~477 477 Research and development ~~1,013~~--- ~~1,013~~38 38 -------- ------- -------- Total operating expenses ~~147 4~~1,~~701~~313 41,~~848~~877 ~~-------- ------- -------- Operating loss from continuing operations $(224) $(2,841) $(~~3,~~065)~~190 ======== ======= ======== % of revenue (18.4%) (7.3%) (7.6%) W.R. Carpenter North America, Inc. and Subsidiaries Consolidating Statement of Operations Three Months Ended March 26, 2000 (Dollars in Thousands) (Unaudited) --------------------------------------------- Carpenter UpRight Consolidated --------- -------- ------------ Revenues $0 $50,464 $50,464 Cost of revenues 0 44,854 44,854 -------- -------- ------- Total gross profit 0 5,610 5,610 -------- -------- ------- % of revenue Loss from Continuing Operations Selling, general and administrative 1,181 4,407 5,588 Product liability 360 360 Research and development 1,509 1,509 -------- -------- ------- Total operating expenses 1,181 6,276 7,457 -------- -------- ------- Operating loss from continuing operations $(1,~~181~~849) $(~~666~~1,641) $(13,~~847~~490) ~~======== ======== =======~~ % of revenue (1123.36%) (321.72%) (37.8%)

W.R. Carpenter North America, Inc. and ~~Subsidiaries~~Subsidiary Consolidating Statement of Operations ~~Nine~~Three Months Ended ~~April~~October 1, ~~2001~~2000 (Dollars in Thousands) (Unaudited) ----------------------------------------------------- Carpenter UpRight Consolidated --------- -------- ------------- Revenues ~~$1,243~~--- $~~107~~43,~~854~~458 $~~109~~43,~~097~~458 Cost of revenues ~~1,320~~--- ~~112~~42,~~392~~766 ~~113~~42,~~712~~766 --------- -------- -------- Total gross ~~loss~~profit ~~(77)~~--- ~~(4,538)~~692 ~~(4,615)~~692 --------- -------- -------- % of revenue (6--- 1.26%) (41.26%) Income/(~~4.2%~~loss) ~~Loss~~ from Continuing Operations Selling, general and administrative 3$1,~~065~~751 124,~~060~~384 156,~~125~~135 Product liability ~~1,081~~--- ~~1,081~~360 360 Research and development ~~3,894 3,894~~ ---~~------~~ ~~-------- ------- Total operating expenses 3~~1,~~065~~362 171,~~035~~362 ~~20,100~~ --------- -------- ------- ~~Operating~~Total ~~loss~~operating ~~from~~expenses ~~continuing operations $(3~~1,~~142)~~751 ~~$(21~~6,~~573)~~106 ~~$(24~~7,~~715)~~857 ========= ======== ======= ~~% of revenue~~ Income/(~~252.8%~~loss) (20.0%) (22.7%) W.R. Carpenter North America, Inc. and Subsidiaries Consolidating Statement of Operations Nine Months Ended March 26, 2000 (Dollars in Thousands) (Unaudited) ----------------------------------------------------- Carpenter UpRight Consolidated --------- ------- ------------ Revenues $0 $124,975 $124,975 Cost of revenues 0 108,399 108,399 --------- -------- -------- Total gross profit 0 16,576 16,576 --------- -------- -------- % of revenue 13.3% 13.3% Loss from Continuing Operations Selling, general and administrative 3,544 12,345 15,889 Product liability 1,080 1,080 Research and development 4,420 4,420 ------- -------- -------- Total operating expenses 3,544 17,845 21,389 ------- -------- -------- Operating loss from continuing operations $(31,~~544~~751) $(15,~~269~~414) $(47,~~813~~165) ~~======= ======== ========~~ % of revenue --- (112.05%) (316.95%)

Three Months Ended September 30, 2001 Compared to Three Months Ended October 1, 2000 Revenue for the three months ended September 30, 2001 was $9.2 million, a decrease of $34.3 million from revenue of $43.5 million for the three months ended October 1, 2000. The decrease in revenue was mainly due to a general slowdown in industry shipments, reduced sales of equipment due to uncertainties in the marketplace subsequent to UpRight's Chapter 11 filing as well as a reduction in manufacturing levels at UpRight. Gross loss for the three months ended September 30, 2001 was $0.3 million, a decrease of $1.0 million from a gross profit of $0.7 million for the three months ended October 1, 2000. Gross margin as a percentage of revenue decreased to a negative 3.3% in the three months ended September 30, 2001 compared to a positive 1.6% in the three months ended October 1, 2000. The decline in gross profit during the three months ended September 30, 2001 compared to the three months ended October 1, 2000 is primarily a result of significantly reduced manufacturing levels at UpRight coupled with a $0.5 million loss on used equipment sales at the Company. Operating expenses, consisting of selling, general and administrative expense (SG & A), product liability and research and development expense, were $3.2 million in the three months ended September 30, 2001 compared to $7.9 million for the same period last year. SG & A expenses decreased by $3.4 million to $2.7 million in the three months ended September 30, 2001 compared to the three months ended October 1, 2000. The decrease in SG & A expenses is primarily due to the significant reduction of SG & A costs at UpRight subsequent to the Chapter 11 filing. As a percentage of revenue, SG & A expenses were 29.0% in the three months ended September 30, 2001 compared to 14.1% for the three months ended October 1, 2000. Product liability expenses were $0.5 million in the three months ended September 30, 2001 compared to $0.4 million in the three months ended October 1, 2000. Research and development expenses for the three months ended September 30, 2001 were $0.0 million, a decrease of $1.4 million compared to the three months ended October 1, 2000. Interest expense, net of interest income, decreased to $2.8 million for the three months ended September 30, 2001 from $4.4 million for the three months ended October 1, 2000 due primarily to lower debt levels at UpRight and the Company, including a $26.4 million reduction of Senior Subordinated Notes at the Company. Income tax for the three months ended September 30, 2001 was $0.0 million compared to a benefit of $4.8 million for the three months ended October 1, 2000. The Company's effective tax rate was 0.0% for the three months ended September 30, 2001 compared to minus 40.0% for the three months ended October 1, 2000. No income tax benefit was recorded during the quarter ended September 30, 2001 due to FAS 109 limitations. Income from discontinued operations, net of income taxes, for the three months ended September 30, 2001 was $0.0 million compared to $0.3 million for the three months ended October 1, 2000. The income from discontinued operations reflect the operations of Horizon, which was sold to United Rentals, Inc. on September 29, 2000. The effective date of this sale for financial reporting purposes was July 31, 2000. The gain on sale of Horizon, net of income taxes for the three months ended October 1, 2000, was $1.3 million. Net loss for the three months ended September 30, 2001 was $6.3 million, representing an increase of $0.6 million from the net loss of $5.7 million for the three months ended October 1, 2000, as a result of the factors described above. Capital Resources and Liquidity The Company's cash flow requirements are for working capital, capital expenditures and debt service. The Company meets its liquidity needs through internally generated funds and finance facilities available to its subsidiary, UpRight, and cash balances. On June 12, 2001, UpRight, Inc. filed a voluntary petition for reorganization under Chapter 11 of the Federal Bankruptcy Laws. The Chapter 11 case is administered by the United States Bankruptcy Court for the Eastern District of California, Fresno Division. UpRight, Inc. is operating its business as debtor-in-possession which requires certain of its actions to be approved by the bankruptcy court. UpRight intends to submit a plan of reorganization to the bankruptcy court. Discussions with debt holders and other creditors of UpRight are in the preliminary stages and there can be no assurance that an agreement regarding a reorganization will be reached. The filing with the Bankruptcy Court constitutes a default under the indenture governing the Company's Senior Subordinated Notes. As a result, the notes may be subject to acceleration and have been classified as current liabilities at July 1, 2001 and September 30, 2001. The Company's cash balance as of September 30, 2001 was $5.8 million. This cash is used for general corporate purposes. UpRight's revolving line of credit from a major financial institution of $20.0 million matured on February 15, 2001. As of September 30, 2001, UpRight had utilized $20.0 million of its revolving line of credit. The Company's working capital was $(38.5) million and $(43.6) million at September 30, 2001 and July 1, 2001, respectively. The increase in working capital during the fiscal year is mainly due to: (1) an increase in affiliate receivables of $6.6 million, of which $8.3 million was reclassified from restricted cash (other assets), (2) an increase in cash of $3.4 million, (3) partially offset by a decrease in inventory of $3.3 million and (4) an increase in liabilities of $1.6 million. The Company's outstanding debt was $78.3 million at September 30, 2001 and July 1, 2001. Cash and cash equivalents were $5.8 million and $2.4 million at September 30, 2001 and July 1, 2001, respectively. Net cash provided by operating activities was $2.2 million in the three months ended September 30, 2001 compared to net cash used by operating activities of $4.6 million during the three months ended October 1, 2000. The improvement in net cash provided by operating activities of $6.8 million during the three months ended September 30, 2001 compared to net cash used by operating activities in the three months ended October 1, 2000 is primarily related to: (1) an decrease in other, net of $8.5 million in the three months ended September 30, 2001, which is primarily attributable to the reclassification of $8.3 million from restricted cash to affiliate receivable compared to an increase of $42.2 million in the three months ended October 1, 2000, which is primarily attributable to the $40.0 million of notes issued by United Rentals, Inc. to the Company for the sale of Horizon, (2) an increase in accounts payable of $0.0 million during the three months ended September 30, 2001 compared to the decrease in accounts payable of $12.9 million during the three months ended October 1, 2000, which is attributable to reduced levels of accounts payable at UpRight as well as the sale of Horizon, partially offset by (3) an increase in accounts receivable of $7.4 million during the three months ended September 30, 2001, which is primarily attributable to the reclassification of $8.3 million from restricted cash to affiliate receivable compared to a decrease in accounts receivable of $22.3 million during the three months ended October 1, 2000, which is attributable to the sale of Horizon and improved collections at UpRight, (4) an decrease in inventory of $3.3 million during the three months ended September 30, 2001, which is attributable to reduced inventory levels at UpRight, compared to the decrease in inventory of $19.1 million during the three months ended October 1, 2001, which is attributable to the sale of Horizon and a reduction in inventory at UpRight, (5) an increase in accrued expenses of $1.6 million during the three months ended September 30, 2001, which is primarily the increase in accrued interest payable compared to an increase of $8.2 million during the three months ended October 1, 2000, which is attributable to accruals related to the sale of Horizon, (6) an increase in prepaid expenses and other assets of $0.8 million during the three months ended September 30, 2001 compared to a decrease of $2.3 million in prepaid expenses and other assets and (7) a reduction in depreciation and amortization expense of $1.0 million in the three months ended September 30, 2001 compared to three months ended October 1, 2000, which is attributable to the write down to fair market value of long-lived assets related to the impairment of plant and equipment at UpRight, as well as the sale of Horizon. Net cash provided by investing activities was $1.2 million in the three months ended September 30, 2001 compared to net cash provided by investing activities of $53.3 million in the three months ended October 1, 2000. The change in net cash provided compared to net cash used by investing activities resulted primarily from the sale of Horizon (rental fleet). Net cash provided by financing activities was $0.0 million in the three months ended September 30, 2001 compared to net cash used of $36.1 million in the three months ended October 1, 2000. The change in net cash provided compared to net cash used by financing activities is primarily due to the payoff of Horizon's debt of $37.7 at the time of its sale to United during fiscal year 2001. The Company has historically relied on cash on hand, internally generated funds and amounts available to UpRight under its revolving credit facility to satisfy its operating cash requirements and planned capital expenditures. It is likely, however, that the Company may require additional capital through borrowings and equity to fund the working capital requirements associated with the continued operations of the business. The aerial work platform industry is cyclical in nature and, due to a current and anticipated continued slowdown in demand generally in the industry, the Company expects an adverse impact on the level of UpRight's revenues. In addition, UpRight's revolving line of credit from a major financial institution matured on February 15, 2001. Seasonality The Company's revenue and operating results historically have fluctuated from quarter to quarter, and the Company expects that they will continue to do so in the future. These fluctuations have been caused by a number of factors, including seasonal purchasing patterns of UpRight's customers. The operating results of any historical period are not necessarily indicative of results for any future period. Recent Accounting Pronoucements Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations," SFAS No. 142, "Goodwill and Other Intangible Assets" and SFAS No. 143, "Accounting for Asset Retirement Obligations" were issued in June 2001. The Company intends to adopt all three standards as required or permitted as of the beginning of fiscal 2002. The Company does not expect the adoption of these three standards to have a material impact on their financial statements. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to market risk from changes in foreign currency exchange rates, which could affect its future results of operations and financial condition. The Company manages its exposure to these risks principally through its regular operating and financing activities. The Company manufactures its products in the United States and sells these products in that market as well as international markets, principally Europe. As a result of the sales of its products in foreign markets, the Company's earnings can be effected by fluctuations in the value of the U.S. dollar, as compared to foreign currencies resulting from transactions in foreign markets. In addition, changes in exchange rates may also effect the volume of sales or the foreign currency sales price as competitors' services become more or less attractive. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The status of certain legal proceedings was reported in the Company's Form 10-K for the fiscal year ended July 1, 2001 and, subsequent thereto, there have been no material changes in the status of such legal proceedings. Such legal proceedings are also described in Note 2 to the Condensed Consolidated Financial Statements in Item 1 of this Form 10-Q. Based upon investigation to date and consultation with the Company's insurance carrier and legal counsel, management does not believe that the ultimate resolution of this matter will have a materially adverse effect on the Company's financial condition, results of operations or liquidity, to the extent applicable, provisions have been made. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. The following Exhibits are filed or incorporated by reference and made a part hereof: Exhibit Number Description of Document 3.1(i) (a) Certificate of Incorporation of the Registrant, as amended. 3.1(ii) (a) Bylaws of the Registrant, as amended. 4.1 (a) Indenture, dated as of June 10, 1997, by and among the Registrant, the Guarantors named therein and U.S. Trust Company of California, N.A. 4.4 (a) Form of Exchange Global Note. 10.3 (a) Industrial Lease, dated February 7 1997, between A.L.L., a general partnership, and UpRight, Inc. 10.4 (a) Lease, entered into as of November 1995, by and between Townview Partners, a Ohio partnership and UpRight, Inc. 10.5 (a) Recourse Agreement, dated February 11, 1997, by and between Horizon High Reach, Inc., and American Equipment Leasing. 10.6 (a) Management Services Agreement, dated May 12, 1997, by and between between the Registrant and Griffin Group International Management Ltd. 10.8 (a) Lease, dated January 1997, by and between Morris Ragona and Joan Ragona, and Horizon High Reach, Inc. 10.9 (a) Agreement of Lease, dated January 26, 1995, by and between Richard V. Gunner and George Andros, and Horizon High Reach, Inc. 10.10(i) (a) Lease Agreement, executed November 10, 1989, by and between Trussel Electric, Inc., and Up-Right, Inc., including Lease Extension Agreement dated February 28, 1994, Lease Modification Agreement dated January 26, 1994, and Notice of Option to Renew dated May 7, 1992. 10.10(ii) (b) Lease Extension and Modification Agreement dated September 3, 1998. 10.10(iii)(c) Lease Extension and Modification Agreement dated October 28, 1997 10.11 (a) Lease Agreement (undated) by and between T.T. Templin and Horizon High Reach & Equipment Company. 10.12 (a) Agreement of Lease, dated October 15, 1992, by and between Robert I. Selsky and Up-Right Aerial Platforms, Assignment of Lease, dated June 1994, by and between Up-Right, Inc.,and Horizon High Reach, Inc., and Consent to Assignment dated July 15, 1994. 10.13 (a) Lease Agreement, dated April 27, 1990, by and between D.L. Phillips Investment Builders, Inc., and Up-Right, Inc., together with Supplemental Agreement to Lease, dated September 30, 1994, Assignment of Lease, dated June 18, 1990, by and between D.L. Phillips Investment Builders, Inc., and JMA, Ltd., Assignment of Lease dated June 1994, by and between Up-Right, Inc., and Horizon High Reach, Inc., and Consent to Assignment dated July 15, 1994. 10.14 (a) Lease Renewal Agreement, dated October 19, 1992, between Ronald W. Werner and UpRight, Inc. 10.15 (a) Lease, dated March 7, 1995, by and between BMB Investment Group and Horizon High Reach, Inc. 10.18(i)(b) Equipment Financing Agreement, dated April 23, 1998, between UpRight, Inc., and KeyCorp Leasing LTD. 10.18(ii)(e) Promissory Note of UpRight, Inc., and Security Agreement, dated April 1, 1999, between UpRight, Inc., and KeyCorp Leasing. 10.18(iii)(e) Promissory Note of UpRight, Inc., and Security Agreement, dated May 4, 1999, between UpRight, Inc., and KeyCorp Leasing. 10.19(i)(d) Equipment Financing Agreement, dated February 26, 1999, between UpRight, Inc., and Associates Commercial Corp. 10.19(ii)(e) Security Agreement, dated May 13, 1999, between UpRight, Inc., and Associates Commercial Corporation. 10.19(iii)(e) Security Agreement, dated June 2, 1999, between UpRight, Inc., and Associates Commercial Corporation. 10.19(iv)(f) Security Agreement, dated June 24, 1999, between UpRight, Inc., and Associates Commercial Corporation. 10.20(e) Lease Agreement, dated April 1, 1999, between FMCSR Holding Corp, and Horizon High Reach, Inc. 10.21 (e) Lease, dated May 24, 1999, between Industrial Boxboard Company and Horizon High Reach, Inc. 10.22(i)(f) Credit Agreement, dated August 26, 1999, between Wells Fargo Bank, NA and Horizon High Reach, Inc. 10.22(ii)(f) Revolving Line of Credit Note of Horizon High Reach, Inc., dated August 26, 1999. 10.22(iii)(f) Term Note of Horizon High Reach, Inc., dated August 26, 1999. 10.22(iv)(f) Term Commitment Note of Horizon High Reach, Inc., dated August 26, 1999. 10.22(v)(f) Foreign Exchange Agreement, dated August 26, 1999, between Wells Fargo Bank, NA and Horizon High Reach, Inc. 10.22(vi)(f) Security Agreement - Equipment, dated August 26, 1999, between Wells Fargo Bank, NA and Horizon High Reach, Inc. 10.22(vii)(f) Continuing Security Agreement, dated August 26, 1999, between Wells Fargo Bank, NA and Horizon High Reach, Inc. 10.22(viii)(f) Subordination Agreement, dated August 26, 1999, between Wells Fargo Bank, NA and Horizon High Reach, Inc. 10.23(i)(f) Second Amended and Restated Business Loan Agreement between Union Bank of California, NA and UpRight, Inc 10.23(ii)(f) Security Agreement, dated August 30, 1999, between Union Bank of California, NA and UpRight, Inc. 10.23(iii)(f) Promissory Notes of UpRight, Inc., dated August 30, 1999. 10.23(iv)(f) Subordination Agreement, dated August 30, 1999, between Union Bank of California, NA and UpRight, Inc. 10.24 (g) Lease Agreement, dated September 1, 1999, between Aircold Supply and UpRight, Inc. 10.24(i)(g) Lease Agreement, dated January 25, 1999, between Clay Development & Construction and Horizon High Reach, Inc. 10.25 (h) Lease Agreement, dated May 4, 2000, between Advantage Properties Properties, Inc. and Horizon HIgh Reach, Inc. 10.22(i)(f) Credit Agreement, dated August 26, 1999, between Wells Fargo Bank, NA and Horizon High Reach, Inc. 10.22(ii)(f) Revolving Line of Credit Note of Horizon High Reach, Inc., dated August 26, 1999. 10.22(iii)(f) Term Note of Horizon High Reach, Inc., dated August 26, 1999. 10.22(iv)(f) Term Commitment Note of Horizon High Reach, Inc., dated August 26, 1999. 10.22(v)(f) Foreign Exchange Agreement, dated August 26, 1999, between Wells Fargo Bank, NA and Horizon High Reach, Inc. 10.22(vi)(f) Security Agreement - Equipment, dated August 26, 1999, between Wells Fargo Bank, NA and Horizon High Reach, Inc. 10.22(vii)(f) Continuing Security Agreement, dated August 26, 1999, between Wells Fargo Bank, NA and Horizon High Reach, Inc. 10.22(viii)(f) Subordination Agreement, dated August 26, 1999, between Wells Fargo Bank, NA and Horizon High Reach, Inc. 10.23(i) (f) Second Amended and Restated Business Loan Agreement between Union Bank of California, NA and UpRight, Inc 10.23(ii) (f) Security Agreement, dated August 30, 1999, between Union Bank of California, NA and UpRight, Inc. 10.23(iii) (f) Promissory Notes of UpRight, Inc., dated August 30, 1999. 10.23 (iv) (f) Subordination Agreement, dated August 30, 1999, between Union Bank of California, NA and UpRight, Inc. 10.24 (g) Lease Agreement, dated September 1, 1999, between Aircold Supply and UpRight, Inc. 10.24(i) (g) Lease Agreement, dated January 25, 1999, between Clay Development & Construction and Horizon High Reach, Inc. 10.25 (h) Lease Agreement, dated May 4, 2000, between Advantage Properties Inc. and Horizon HIgh Reach, Inc. 10.26 (j) Stock Purchase Agreement, dated September 29, 2000, between a wholly owned subsidiary of United Rentals, Inc. and the Company 10.27 (j) Promissory Note, dated September 29, 2000, issued in favor of the Company, by a wholly owned subsidiary of United Rentals, Inc 10.28(j) Promissory Note, dated September 29, 2000, issued in favor of the Company, by a wholly owned subsidiary of United Rentals, Inc 10.29(k) Promissory Note, dated July 28, 2000, between UpRight, Inc. and General Electric Capital Corporation. 10.30 (l) Long Term Performance and Deferred Compensation Plan *21.1 Subsidiaries of the Company 24.1 Power of Attorney (a) Incorporated herein by reference to the Company's Registration Statement on Form S-4 (Reg. No. 333-31187), filed with the Securities and Exchange Commission on July 11, 1997. (b) Incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended June 28, 1998, filed with the Securities and Exchange Commission on September 28, 1998. (c) Incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 27, 1998 filed with the Securities and Exchange Commission on November 12, 1998. (d) Incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 28, 1999, filed with the Securities and Exchange Commission on May 12, 1999. (e) Incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended June 27, 1999, filed with the Securities and Exchange Commission on September 27, 1999. (f) Incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 26, 1999, filed with the Securities and Exchange Commission on November 10, 1999. (g) Incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ended December 26, 1999, filed with the Securities and Exchange Commission on February 1, 2000. (h) Incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 26, 2000, filed with the Securities and Exchange Commission on May 10, 2000. (j) Incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended June 25, 2000, filed with the Securities and Exchange Commission on October 10, 2000. (k) Incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 1, 2000, filed with the Securities and Exchange Commission on November 15, 2000. (l) Incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended July 1,2001, filed with the Securities and Exchange Commission on October 15, 2001. (a) Reports on Form 8-K. There were no Form 8-K's filed during the three month period ended September 30, 2001 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. W.R. CARPENTER NORTH AMERICA, INC. Date: November 14, 2001 By: /s/ Graham D. Croot Graham D. Croot Chief Financial Officer (Principal Financial Officer and Duly Authorized Signatory) Index to Exhibits Exhibit Number Description of Document 3.1(i) (a) Certificate of Incorporation of the Registrant, as amended. 3.1(ii) (a) Bylaws of the Registrant, as amended. 4.1 (a) Indenture, dated as of June 10, 1997, by and among the Registrant, the Guarantors named therein and U.S. Trust Company of California, N.A. 4.4 (a) Form of Exchange Global Note. 10.3 (a) Industrial Lease, dated February 7 1997, between A.L.L., a general partnership, and UpRight, Inc. 10.4 (a) Lease, entered into as of November 1995, by and between Townview Partners, a Ohio partnership and UpRight, Inc. 10.5 (a) Recourse Agreement, dated February 11, 1997, by and between Horizon High Reach, Inc., and American Equipment Leasing. 10.6 (a) Management Services Agreement, dated May 12, 1997, by and between the Registrant and Griffin Group International Management Ltd. 10.8 (a) Lease, dated January 1997, by and between Morris Ragona and Joan Ragona, and Horizon High Reach, Inc. 10.9 (a) Agreement of Lease, dated January 26, 1995, by and between Richard V. Gunner and George Andros, and Horizon High Reach, Inc 10.10(i)(a) Lease Agreement, executed November 10, 1989, by and between Trussel Electric, Inc., and Up-Right, Inc., including Lease Extension Agreement dated February 28, 1994, Lease Modification Agreement dated January 26, 1994, and Notice of Option to Renew dated May 7, 1992. 10.10(ii)(b) Lease Extension and Modification Agreement dated September 3, 1998. 10.10(iii)(c) Lease Extension and Modification Agreement dated October 28, 1997. 10.11 (a) Lease Agreement (undated) by and between T.T. Templin and Horizon High Reach & Equipment Company. 10.12 (a) Agreement of Lease, dated October 15, 1992, by and between Robert I. Selsky and Up-Right Aerial Platforms, Assignment of Lease, dated June 1994, by and between Up-Right, Inc., and Horizon High Reach, Inc., and Consent to Assignment dated July 15, 1994. 10.13 (a) Lease Agreement, dated April 27, 1990, by and between D.L. Phillips Investment Builders, Inc., and Up-Right, Inc., together with Supplemental Agreement to Lease, dated September 30, 1994, Assignment of Lease, dated June 18, 1990, by and between D.L. Phillips Investment Builders, Inc., and JMA, Ltd., Assignment of Lease dated June 1994, by and between Up-Right, Inc., and Horizon High Reach, Inc., and Consent to Assignment dated July 15, 1994. 10.14 (a) Lease Renewal Agreement, dated October 19, 1992, between Ronald W. Werner and UpRight, Inc. 10.15 (a) Lease, dated March 7, 1995, by and between BMB Investment Group and Horizon High Reach, Inc. 10.18(i)(b) Equipment Financing Agreement, dated April 23, 1998, between UpRight, Inc., and KeyCorp Leasing LTD. 10.18(ii)(e) Promissory Note of UpRight, Inc., and Security Agreement, dated April 1, 1999, between UpRight, Inc., and KeyCorp Leasing. 10.18(iii)(e) Promissory Note of UpRight, Inc., and Security Agreement, dated May 4, 1999, between UpRight, Inc., and KeyCorp Leasing. 10.19(i)(d) Equipment Financing Agreement, dated February 26, 1999, between UpRight, Inc., and Associates Commercial Corp. 10.19(ii)(e) Security Agreement, dated May 13, 1999, between UpRight, Inc., and Associates Commercial Corporation. 10.19(iii)(e) Security Agreement, dated June 2, 1999, between UpRight, Inc., and Associates Commercial Corporation. 10.19(iv)(f) Security Agreement, dated June 24, 1999, between UpRight, Inc., and Associates Commercial Corporation. 10.20 (e) Lease Agreement, dated April 1, 1999, between FMCSR Holding Corp., and Horizon High Reach, Inc. 10.21 (e) Lease, dated May 24, 1999, between Industrial Boxboard Company and Horizon High Reach, Inc. 10.22(i)(f) Credit Agreement, dated August 26, 1999, between Wells Fargo Bank, NA and Horizon High Reach, Inc. 10.22(ii)(f) Revolving Line of Credit Note of Horizon High Reach, Inc., dated August 26, 1999. 10.22(iii)(f) Term Note of Horizon High Reach, Inc., dated August 26, 1999. 10.22(iv)(f) Term Commitment Note of Horizon High Reach, Inc., dated August 26, 1999. 10.22(v)(f) Foreign Exchange Agreement, dated August 26, 1999, between Wells Fargo Bank, NA and Horizon High Reach, Inc. 10.22(vi)(f) Security Agreement - Equipment, dated August 26, 1999, between Wells Fargo Bank, NA and Horizon High Reach, Inc. 10.22(vii)(f) Continuing Security Agreement, dated August 26, 1999, between Wells Fargo Bank, NA and Horizon High Reach, Inc. 10.22(viii)(f) Subordination Agreement, dated August 26, 1999, between Wells Fargo Bank, NA and Horizon High Reach, Inc. 10.23(i)(f) Second Amended and Restated Business Loan Agreement between Union Bank of California, NA and UpRight, Inc. 10.23(ii)(f) Security Agreement, dated August 30, 1999, between Union Bank of California, NA and UpRight, Inc. 10.23(iii)(f) Promissory Notes of UpRight, Inc., dated August 30, 1999. 10.23 (iv)(f) Subordination Agreement, dated August 30, 1999, between Union Bank of California, NA and UpRight, Inc. 10.24 (g) Lease Agreement, dated September 1, 1999, between Aircold Supply and UpRight, Inc. 10.24(i) (g) Lease Agreement, dated January 25, 1999, between Clay Development & Construction and Horizon High Reach, Inc. 10.25 (h) Lease Agreement, dated May 4, 2000, between Advantage Properties Inc. and Horizon High Reach, Inc. 10.26 (j) Stock Purchase Agreement, dated September 29, 2000, between a wholly owned subsidiary of United Rentals, Inc. and the Company 10.27 (j) Promissory Note, dates September 29, 2000, issued in favor of the Company, by a wholly owned subsidiary of United Rentals, Inc 10.28 (j) Promissory Note, dates September 29, 2000, issued in favor of the Company, by a wholly owned subsidiary of United Rentals, Inc 10.29(k) Promissory Note, dated July 28, 2000, between UpRight, Inc. and General Electric Capital Corporation. 10.30 (l) Long Term Performance and Deferred Compensation Plan *21.1 Subsidiaries of the Company 24.1 Power of Attorney (a) Incorporated herein by reference to the Company's Registration Statement on Form S-4 (Reg. No. 333-31187), filed with the Securities and Exchange Commission on July 11, 1997. (b) Incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended June 28, 1998, filed with the Securities and Exchange Commission on September 28, 1998. (c) Incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 27, 1998 filed with the Securities and Exchange Commission on November 12, 1998. (d) Incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 28, 1999, filed with the Securities and Exchange Commission on May 12, 1999. (e) Incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended June 27, 1999, filed with the Securities and Exchange Commission on September 27, 1999. (f) Incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 26, 1999, filed with the Securities and Exchange Commission on November 10, 1999. (g) Incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ended December 26, 1999, filed with the Securities and Exchange Commission on February 1, 2000. (h) Incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 26, 2000, filed with the Securities and Exchange Commission on May 10, 2000. (j) Incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended June 25, 2000, filed with the Securities and Exchange Commission on October 10, 2000. (k) Incorporated herein by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 1, 2000, filed with the Securities and Exchange Commission on November 15, 2000. (l) Incorporated herein by reference to the Company's Annual Report on Form 10-K for the fiscal year ended July 1,2001, filed with the Securities and Exchange Commission on October 15, 2001.

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