10-Q

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

ESSEX RENTAL CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Amounts in thousands, except share data)

	September 30, 2015			December 31, 2014

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,281		$	1,087
Accounts receivable, net of allowances for doubtful accounts and credit memos of $3,886 and $3,019, respectively	16,419			16,981
Other receivables	1,674			1,700
Deferred tax assets	3,703			3,504
Inventory
Retail equipment	16,311			12,030
Retail spare parts, net	1,741			1,725
Rental equipment, held for sale	—			790
Prepaid expenses and other assets	1,736			1,516
TOTAL CURRENT ASSETS	42,865			39,333

Rental equipment, net	253,833			270,465
Property and equipment, net	4,642			4,613
Spare parts inventory, net	3,898			3,816
Identifiable finite lived intangibles, net	484			735
Goodwill	1,796			1,796
Loan acquisition costs, net	3,354			5,132

TOTAL ASSETS	$	310,872		$	325,890

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	4,979		$	4,966
Accrued employee compensation and benefits	1,897			2,008
Accrued taxes	3,529			3,694
Accrued interest	1,639			870
Accrued other expenses	796			1,031
Unearned rental revenue	1,677			1,849
Customer deposits	628			350
Revolving credit facilities - short-term	141,941			142,709
Term loans - short-term	32,349			2,000
Promissory notes - short-term	1,655			—
Purchase money security interest debt - short-term	1,422			1,655
Capital lease obligation - short-term	78			35
TOTAL CURRENT LIABILITIES	192,590			161,167

LONG-TERM LIABILITIES
Revolving credit facility	2,049			1,781
Term loans	33,000			64,500
Promissory notes	—			1,655
Purchase money security interest debt	7,451			6,652
Deferred tax liabilities	28,619			34,487
Capital lease obligation	323			162
TOTAL LONG-TERM LIABILITIES	71,442			109,237

TOTAL LIABILITIES	264,032			270,404

Commitments and contingencies

STOCKHOLDERS' EQUITY
Preferred stock, $.0001 par value, Authorized 1,000,000 shares, none issued	—			—
Common stock, $.0001 par value, Authorized 40,000,000 shares; issued and outstanding 25,186,791 shares at September 30, 2015 and 24,824,614 shares at December 31, 2014	3			2
Paid in capital	127,136			126,510
Accumulated deficit	(80,447		)	(71,077		)
Accumulated other comprehensive income	148			51
TOTAL STOCKHOLDERS' EQUITY	46,840			55,486

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	310,872		$	325,890

ESSEX RENTAL CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Amounts in thousands, except share and per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
REVENUES
Equipment rentals	$	14,068		$	13,640		$	38,211		$	37,202
Retail equipment sales	319			2,760			6,441			6,938
Used rental equipment sales	3,301			6,024			6,137			10,089
Retail parts sales	1,689			2,165			5,708			6,707
Transportation	1,743			2,056			4,917			6,021
Equipment repairs and maintenance	2,970			2,936			9,957			8,219
TOTAL REVENUES	24,090			29,581			71,371			75,176

COST OF REVENUES
Salaries, payroll taxes and benefits	3,155			3,021			9,132			8,399
Depreciation	4,473			4,538			13,385			13,755
Retail equipment sales	289			2,425			6,011			6,117
Used rental equipment sales	2,781			5,074			4,700			8,253
Retail parts sales	1,348			1,691			4,586			5,287
Transportation	1,519			2,082			4,282			5,906
Equipment repairs and maintenance	2,738			3,234			8,848			8,886
Yard operating expenses	863			999			2,584			2,601
TOTAL COST OF REVENUES	17,166			23,064			53,528			59,204

GROSS PROFIT	6,924			6,517			17,843			15,972

Selling, general and administrative expenses	6,526			5,939			19,574			17,686
Impairment - rental equipment, held for sale	—			771			—			771
Other depreciation and amortization	170			195			521			708
INCOME (LOSS) FROM OPERATIONS	228			(388		)	(2,252		)	(3,193		)

OTHER INCOME (EXPENSES)
Other income (expense)	2			(3		)	3			(1		)
Interest expense	(4,921		)	(3,669		)	(12,710		)	(10,243		)
Foreign currency exchange losses	(306		)	(172		)	(557		)	(225		)
TOTAL OTHER INCOME (EXPENSES)	(5,225		)	(3,844		)	(13,264		)	(10,469		)

LOSS BEFORE INCOME TAXES	(4,997		)	(4,232		)	(15,516		)	(13,662		)

BENEFIT FOR INCOME TAXES	(2,034		)	(1,834		)	(6,146		)	(5,354		)

NET LOSS	$	(2,963	)	$	(2,398	)	$	(9,370	)	$	(8,308	)

Weighted average shares outstanding:
Basic	25,047,223			24,813,619			24,969,196			24,801,537
Diluted	25,047,223			24,813,619			24,969,196			24,801,537

Loss per share:
Basic	$	(0.12	)	$	(0.10	)	$	(0.38	)	$	(0.33	)
Diluted	$	(0.12	)	$	(0.10	)	$	(0.38	)	$	(0.33	)

ESSEX RENTAL CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Amounts in thousands)

	Nine Months Ended September 30,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(9,370	)	$	(8,308	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization of tangible assets	13,652			14,210
Amortization of loan acquisition costs and other intangibles	2,025			2,094
Gain on sale of rental equipment	(1,437		)	(1,836		)
Impairment - rental equipment, held for sale	—			771
Deferred income taxes	(6,129		)	(5,392		)
Share based compensation expense	412			296
Changes in operating assets and liabilities:
Accounts receivable, net	101			(3,311		)
Other receivables	26			307
Prepaid expenses and other assets	(220		)	207
Retail equipment inventory	(4,517		)	(5,288		)
Spare parts inventory	(125		)	(621		)
Accounts payable and accrued expenses	1,746			303
Unearned rental revenue	(172		)	294
Customer deposits	278			(55		)
Total change in operating assets and liabilities	(2,883		)	(8,164		)

NET CASH USED IN OPERATING ACTIVITIES	(3,730		)	(6,329		)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of rental equipment	(485		)	(6,252		)
Purchases of property and equipment	(333		)	(554		)
Accounts receivable from rental equipment sales	461			694
Proceeds from sale of rental equipment	6,137			10,089

NET CASH PROVIDED BY INVESTING ACTIVITIES	5,780			3,977

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from revolving credit facilities	74,079			83,168
Payments on revolving credit facilities	(74,579		)	(105,415		)
Proceeds from term loans	—			30,000
Payments on term loans	(1,500		)	(1,500		)
Proceeds from purchase money security interest debt	1,171			—
Payments on purchase money security interest debt	(1,559		)	(847		)
Payments on promissory notes	—			(2,000		)
Payments on capital lease obligation	(42		)	(10		)
Employer repurchase of shares to satisfy minimum tax withholding	(13		)	(24		)
Payments for loan acquisition costs	—			(1,238		)

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES	(2,443		)	2,134

Effect of exchange rate changes on cash and cash equivalents	587			292

NET INCREASE IN CASH AND CASH EQUIVALENTS	194			74

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	1,087			1,349

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,281		$	1,423

ESSEX RENTAL CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Unaudited) (Amounts in thousands)

	Nine Months Ended September 30,
	2015			2014
SUPPLEMENTAL SCHEDULE OF NON-CASH
INVESTING / FINANCING ACTIVITIES
Board of Directors fees paid in common stock	$	228		$	150
Equipment obtained through capital lease	$	245		$	215
Equipment purchased directly through short-term debt obligation	$	56		$	2,580

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	10,164		$	7,975
Cash (received) paid for income taxes, net	$	(62	)	$	127

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

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

The accompanying condensed consolidated financial statements of the Company include all adjustments (consisting of normal recurring adjustments) which management considers necessary for the fair presentation of the Company’s operating results, financial position and cash flows as of and for all periods presented. The balance sheet at December 31, 2014 has been derived from the audited financial statements at that date. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP") have been omitted from these unaudited financial statements in accordance with applicable rules.

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

We have determined, in accordance with applicable accounting guidance regarding operating segments, that we have four reportable segments. We derive our revenues from four principal business activities: (1) Essex Crane equipment rentals; (2) Coast Crane equipment rentals; (3) equipment distribution; and (4) parts and service. These segments are based upon how we allocate resources and assess performance. See Note 12 to the condensed consolidated financial statements regarding our segment information.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The criteria for determining impairment for such long-lived assets to be held and used is determined by comparing the carrying value of these long-lived assets to be held and used to management's best estimate of future undiscounted cash flows expected to result from the use of these assets. If the assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The estimated fair value of the assets is measured by estimating the present value of the future discounted cash flows to be generated.

Application of the long-lived asset to be held and used impairment test requires judgment, including the identification of the primary asset, identification of the lowest level of identifiable cash flows that are largely independent of the cash flows of other assets and liabilities and the future cash flows of the long-lived assets to be held and used. The Company identified its crawler crane rental equipment fleet as the primary asset as it is the basis of all revenue-generating activities for Essex Crane, its replacement would require a significant level of investment and its remaining useful life significantly exceeds the remaining useful life of all other assets. The lowest level of identifiable cash flows within the rental equipment fleet is at the equipment model level. Each equipment model group is capable of producing cash flows without other complementary assets and each asset within each specific equipment model groups is interchangeable with any other asset within that equipment model group. The Company tested the recoverability of the rental equipment assets to be held and used by model using an undiscounted cash flow approach dependent primarily upon estimates of future rental income, orderly liquidation value and discount rates. Cash flows for each equipment model group considered the possibility of continuing to rent the assets and selling the assets in orderly transactions in the future or at the end of their remaining useful lives. The Company estimated that the future cash flows generated by each of the equipment model groups exceeded the carrying value of the assets and no impairment was recorded for rental equipment assets to be held and used as of September 30, 2015. Furthermore, future cash flows after allocation to the rental equipment assets are in excess of the carrying value of property, plant and equipment and no impairment was recorded for these assets as of September 30, 2015.

Under the terms of the Third Forbearance Agreement, dated October 7, 2015, by and among Essex Crane and the lenders under the Essex Crane Revolving Credit Facility (as defined below), as previously disclosed on the Company's Current Report on Form 8-K filed on October 13, 2015, as a result of the events of default under the Fourth Amended and Restated Credit Agreement, dated May 13, 2014, by and among Essex Crane, Essex Holdings, LLC, Wells Fargo Capital Finance, as Administrative Agent and itself as a lender, PNC Bank, National Association, Alostar Bank of Commerce, Kayne Senior Credit Fund (QP) L.P., Kay Senior Credit Fund L.P., 1492 Capital LLC, and Medley Capital Corporation as lenders (as amended from time to time, the "Essex Crane Revolving Credit Facility"), Essex Crane is required to submit a restructuring plan that reflects possible asset disposition plans for maximizing Essex Crane's value. The Company anticipates that the restructuring plan will include the orderly sale of non-utilized assets over a number of years. Under this scenario, the Company believes that the future cash flows generated by these sales are not materially different from the estimated cash flows utilized in the impairment test described above. However, should the lenders require that certain rental fleet assets be sold over a short period of time, the possibility exists that the cash flows generated from these sales will be materially different than those used in the impairment test and a significant impairment of these assets may be required.

In July 2015, the Financial Accounting Standards Board (“FASB”) issued guidance for the measurement of inventory to more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards. Under the guidance, inventory is measured at the lower of cost or net realizable value. The guidance clarifies that net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The guidance is effective for fiscal years beginning after December 15, 2016, and interim reporting periods within those years (early adoption is permitted for financial statements that have not been previously issued). Adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial results.

In April 2015, the FASB issued guidance for the presentation of debt issuance costs on an entity's balance sheet. The guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from that debt liability, consistent with the presentation of a debt discount. The guidance is effective for fiscal years beginning after December 15, 2015, and interim reporting periods within those years (early adoption is permitted for financial statements that have not been previously issued). Adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial results.

In May 2014, the FASB issued guidance to clarify the principles for recognizing revenue. This guidance includes the required steps to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB delayed the effective date of the guidance to provide adequate time for effective implementation. This guidance is now effective for fiscal years and interim periods beginning after December 15, 2017. Early adoption is permitted no earlier than the original effective date of fiscal years beginning after December 15, 2016. We expect to adopt this guidance when effective, and the impact on our financial statements is not currently estimable.

On June 18, 2015, the Company received a notice of default from Wells Fargo Capital Finance, LLC, the lead lender and agent under the Essex Crane Revolving Credit Facility, as a result of the excess availability declining below the minimum required excess availability equal to 10% of the aggregate revolving loan commitment. The failure to maintain the required minimum excess availability was the result of a reduction in the appraised orderly liquidation value of the rental equipment fleet of approximately $9.2 million, or 3.8%, and the resultant impact on the borrowing base. Due to the existence of the event of default, the agent elected that (i) all obligations (except for undrawn letters of credit) will bear interest at a per annum rate equal to two percentage points above the per annum rate otherwise applicable under the Essex Crane Revolving Credit Facility, (ii) the letter of credit fee will increase to two percentage points above the per annum rate otherwise applicable under the Essex Crane Revolving Credit Facility, and (iii) the Company may no longer elect to exercise the LIBOR option.

On July 30, 2015, the Company notified Wells Fargo Capital Finance, LLC of a failure to maintain the required minimum trailing twelve month fixed charge coverage ratio of not less than 1.10 to 1.00 for the month ended June 30, 2015. Subsequent to July 30, 2015, the Company has triggered additional events of default under the Essex Crane Revolving Credit Facility or the forbearance agreements related thereto including (i) a failure to be in compliance with the borrowing base and a failure to repay overadvances for the monthly periods ended July 31, 2015 and August 31, 2015, (ii) a failure to pay the default interest on the revolving loans due September 1, 2015, October 1, 2015 and November 1, 2015, (iii) a failure to pay accrued interest on the term loans due September 1, 2015, October 1, 2015 and November 1, 2015, (iv) permitting the fixed charge coverage ratio to be less than 1.10 to 1.00 for the trailing twelve month periods ended July 31, 2015, August 31, 2015, September 30, 2015 and October 31, 2015, (v) the consummation of rental equipment sales that resulted in net cash proceeds of less than 70% of orderly liquidation value, and (vi) the failure to retain a Chief Restructuring Officer on or before September 21, 2015. The failure to maintain the required fixed charge coverage ratio was primarily due to increased legal and professional fees along with increased interest expense as a result of the ongoing events of default.

On October 7, 2015, Essex Crane entered into a Third Forbearance Agreement (the "Forbearance Agreement") with the lenders under the Essex Crane Revolving Credit Facility. Under the terms of the Forbearance Agreement, Essex Crane is permitted to request additional revolving loans under the Essex Crane Revolving Credit Facility through the period ended November 13, 2015. In addition, default interest is no longer being accrued on the revolving loans. In exchange, Essex Crane is subject to additional reporting and documentation requirements, including the submission of a rolling thirteen week cash flow forecast and a weekly reconciliation of forecasted to actual cash flow. Additionally, Essex Crane is required to investigate potential sale-leaseback opportunities on its real property and submit a restructuring plan on or before October 30, 2015 that reflects potential operational restructuring alternatives and asset disposition plans for maximizing Essex Crane's value.

Essex Crane subsequently entered into an amendment to the Forbearance Agreement dated October 30, 2015 with the lenders under the Essex Crane Revolving Credit Facility (the "Amendment"). Under the terms of the Amendment, Essex Crane is permitted to request additional revolving loans under the Essex Crane Revolving Credit Facility through the period ended November 20, 2015. In addition, the Amendment extends the date by which Essex Crane is required to submit a restructuring plan to Wells Fargo Capital Finance, LLC that reflects potential operational restructuring alternatives and asset disposition plans for maximizing Essex Crane's value to November 6, 2015.

As of the date of filing this Quarterly Report on Form 10-Q, the Company has not obtained a waiver for the events of default described above from the lenders under the Essex Crane Revolving Credit Facility. The lenders have reserved all of their respective rights and remedies available under the Essex Crane Revolving Credit Facility, including their right to declare the outstanding loans due and payable, as a result of the event of default or any other events of default that may otherwise occur at any time.

The Company intends to continue to seek an amendment to the Essex Crane Revolving Credit Facility or a longer term structured forbearance agreement that underscores the financial and operating targets that must be achieved to obtain a waiver of the events of default. However, if the Company cannot amend the facility, extend the forbearance period or refinance our indebtedness, we may have to divest assets, seek additional equity financing or reduce or delay capital expenditures, which could have an adverse effect on our operations and/or be dilutive to our stockholders. Additionally, we may not be able to effect any such action, if necessary, in a timely manner, on satisfactory terms, or at all, in which case, we may need to seek protection from our creditors under applicable law or consider other restructuring and recapitalization transactions. Whether or not any such transactions or agreements may be implemented or be successful, the investors in the Company's common stock could suffer substantial or total loss of their investment.

During the next twelve months, Essex Crane requires a significant amount of cash to fund operations and is obligated to make principal payments on outstanding debt totaling approximately $10,000, exclusive of approximately $150.3 million outstanding under the Essex Crane Revolving Credit Facility that may become due and payable. As of September 30, 2015, and after consideration of the 10% availability threshold covenant included in the Essex Crane Revolving Credit Facility, Essex Crane had no available borrowings under its revolving credit facility. However, Essex Crane did have approximately $1.2 million of availability under the maximum allowable overadvance included in the terms of the Forbearance Agreement. The expected future operating cash flows for Essex Crane are not sufficient to meet our long-term obligations and fund operations without the refinancing of the Essex Crane Revolving Credit Facility. However, no assurance can be given that the Company will be able to refinance the Essex Crane Revolving Credit Facility. If the Company is not able to refinance, we will be required to adopt one or more alternatives, such as selling material assets or operations or seeking to raise additional debt or equity capital. Given current economic and market conditions, we cannot assure investors that any of these actions could be affected on a timely basis on satisfactory terms or at all, or that these actions would enable us to continue to satisfy our capital requirements. In addition, our existing or future debt agreements, including the indenture governing the revolving credit facilities, contain certain restrictive covenants that may prohibit us from adopting any of these alternatives.

Coast Crane has typically had substantial liquidity from its operating cash flows despite the significant downturn in the construction industry and recurring losses in recent years. Coast Crane anticipates its current cash resources, availability under its revolving credit facilities, and cash to be generated from operations throughout the full year of 2015 and the nine months ended September 30, 2015 will be adequate to meet its liquidity needs for at least the next twelve months. As discussed further in Note 4 of these Consolidated Financial Statements, Coast Crane is obligated to make principal payments on outstanding debt totaling approximately $3.5 million during the next twelve months. As of September 30, 2015, availability under the Coast Crane borrowing base calculation was approximately $1.6 million. If cash generated from operations is not materially consistent with management’s plans, Coast Crane may not generate sufficient cash flow from operations or from other sources to enable it to repay its indebtedness and to fund its other liquidity needs. Coast Crane may not be able to refinance its indebtedness in a timely manner, on satisfactory terms, or at all. If we cannot service or refinance our indebtedness, we may have to divest assets, seek additional equity or reduce or delay capital expenditures, any of which could have an adverse effect on our operations and/or be dilutive to our stockholders. Additionally, we may not be able to effect such actions, if necessary, in a timely manner, on satisfactory terms, or at all.

Although the Company has determined that there is substantial doubt about Essex Crane's ability to continue as a going concern, the Company does not anticipate that these circumstances will impact Coast Crane's ability to continue as a going concern. Coast Crane and Essex Crane are separate legal entities with separate revolving credit facilities and other debt obligations. The companies do not cross-collateralize their debt agreements and the events of default at Essex Crane should have no impact on Coast Crane's current debt obligations or its ability to obtain additional sources of capital in the future. Coast Crane is well established as one of the largest rental equipment providers of boom trucks, rough terrain cranes and tower cranes in the western U.S. and the Company does not anticipate that the current situation at Essex Crane will significantly affect our customer's, or the market's, perception of the Company or its rental offerings. Furthermore, Coast Crane derives a significant portion of its revenues through retail equipment sales, retail parts sales and repair and maintenance services on third-party equipment, all of which are

The Second Amended and Restated Credit Agreement dated March 12, 2013, by and among Coast Crane Company, Coast Crane Ltd., CC Acquisition Holding Corp., General Electric Capital Corporation, as Administrative Agent for the several financial institutions from time to time party to the Credit Agreement and for itself as a lender, Wells Fargo Bank, National Association, as Documentation Agent for the several financial institutions from time to time party to the Credit Agreement and lenders, and the other persons party thereto that are designated as Credit Parties thereunder (as amended from time to time, the "Coast Crane Revolving Credit Facility") includes a subjective acceleration clause and requires the Company to maintain a traditional lock-box for Coast Crane and a springing lock-box for Coast Crane Ltd. As a result, the Coast Crane Revolving Credit Facility, with respect to Coast Crane borrowings, is classified as a short-term obligation within the Company's Consolidated Balance Sheets. The Coast Crane Ltd. borrowings under the Coast Crane Revolving Credit facility are classified as long-term obligations within the Company's Consolidated Balance Sheets.

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



	Principal Outstanding at				Weighted Average Interest Rate as of September 30, 2015
	September 30, 2015		December 31, 2014		Weighted Average Interest Rate as of September 30, 2015		Maturity Dates
Essex Crane revolving credit facility - short-term	$	119,947	$	118,611	7.00	%	October 2016
Essex Crane term loan - short-term (1)	30,349		30,000		13.50	%	May 2019
Coast Crane revolving credit facility - short-term	21,994		24,098		5.35	%	March 2017
Coast Crane revolving credit facility - long-term	2,049		1,781		5.27	%	March 2017
Coast Crane term loan	33,000		34,500		5.25	%	December 2016 to March 2017
Coast Crane term loan - short-term	2,000		2,000		5.25	%	within 1 year
Unsecured promissory notes (related party)	1,655		1,655		18.00	%	October 2016
Purchase money security interest debt	7,451		6,652		5.59	%	October 2016 to April 2022
Purchase money security interest debt - short-term	1,422		1,655		5.59	%	within 1 year
Total debt obligations outstanding	$	219,867	$	220,952

On May 13, 2014, Essex Crane entered into the Essex Crane Revolving Credit Facility. The credit facility provides for a revolving loan in the amount of $145.0 million, with a $20.0 million aggregate sublimit for letters of credit, and a $30.0 million term loan. Essex Crane may borrow on the revolving loan an amount equal to the sum of 85% of eligible net receivables and 75% of the net orderly liquidation value of eligible rental equipment. The aggregate commitment will be reduced by: (i) on an individual transaction basis, 100% of the net cash proceeds from the sales of certain assets and (ii) on an annual basis, 60% of free cash flow, other than net cash proceeds from certain asset sales, as defined within the Essex Crane Revolving Credit Facility. The maximum commitment under the Essex Crane Revolving Credit Facility may not exceed $130.0 million beginning on February 28, 2016. The revolving loan and term loan mature on October 31, 2016 and May 13, 2019, respectively. The Essex Crane Revolving Credit Facility is collateralized by a first priority security interest in substantially all of Essex Crane’s assets.

Under the terms of the Essex Crane Revolving Credit Facility, borrowings on the revolving loan accrue interest at the borrower’s option of either (a) the bank’s prime rate plus the applicable prime rate margin of 1.75% or (b) a Euro-dollar rate based on the rate the bank offers deposits of U.S. Dollars in the London interbank market ("LIBOR") plus the applicable LIBOR margin of 3.75%. Borrowings on the term loan accrue interest at LIBOR plus the applicable LIBOR term loan margin of 10.50% with a LIBOR floor of 1.00%. Essex Crane is also required to pay a monthly commitment fee with respect to the undrawn commitments under the Essex Crane Revolving Credit Facility of 0.375%. Effective June 18, 2015, as a result of the events of default described below, borrowings on the revolving loan accrue interest at the bank's prime rate plus the applicable prime rate default margin of 3.75% and borrowings on the term loan accrue interest at LIBOR plus the applicable LIBOR term loan default margin of 12.50% with a LIBOR floor of 1.00%.

The Essex Crane Revolving Credit Facility requires Essex Crane to maintain a trailing twelve month fixed charge coverage ratio of not less than 1.10 to 1.00. Additionally, Essex Crane must generate net cash proceeds, through the sale of certain assets, of not less than $8.0 million by March 31, 2016, with not less than $3.0 million of net cash proceeds generated by March 31, 2015. The Company's cash proceeds from the sale of certain assets as of March 31, 2015 exceeded the required minimum proceeds outlined in the Essex Crane Revolving Credit Facility. The Essex Crane Revolving Credit Facility also provides for an annual limit on certain capital expenditures of $2.0 million and limits the ability of Essex Crane to make distributions to affiliates. Essex Crane is permitted to incur certain additional indebtedness, including secured purchase money indebtedness, of up to $1.5 million outstanding at any time, subject to certain provisions set forth in the Essex Crane Revolving Credit Facility.

On October 30, 2014, Essex Crane entered into a First Amendment to the Fourth Amended and Restated Credit Agreement to modify the calculation of the fixed charge coverage ratio to allow for the exclusion of severance expenses. Additionally, the amendment reduced the required fixed charge coverage ratio for September 2014 to not less than 1.08 to 1.00 and to waive an event of default that occurred as a result of the fixed charge coverage ratio falling below the required ratio of 1.10 to 1.00 in August 2014. All other terms of the May 13, 2014 Essex Crane Revolving Credit facility remained in effect following such amendment.

On October 7, 2015, Essex Crane entered into the Forbearance Agreement with the lenders under the Essex Crane Revolving Credit Facility. Under the terms of the Forbearance Agreement, Essex Crane is permitted to request additional revolving loans under the Essex Crane Revolving Credit Facility through the period ended November 13, 2015. In addition, default interest is no longer being accrued on the revolving loans. In exchange, Essex Crane is subject to additional reporting and documentation requirements, including the submission of a rolling thirteen week cash flow forecast and a weekly reconciliation of forecasted to actual cash flow. Additionally, Essex Crane is required to investigate potential sale-leaseback opportunities on its real property and submit a restructuring plan on or before October 30, 2015 that reflects potential operational restructuring alternatives and asset disposition plans for maximizing Essex Crane's value.

The maximum amount that could be borrowed under the revolving loan portion of the Essex Crane Revolving Credit Facility, net of letters of credit and other reserves was approximately $135.3 million as of December 31, 2014. Essex Crane’s available borrowing under its revolving credit facility was approximately $16.6 million as of December 31, 2014. After consideration of the 10% availability threshold covenant, the Company had available borrowings under its revolving credit facility of approximately $2.7 million as of December 31, 2014. As of December 31, 2014, there was approximately $1.5 million of available formulated collateral in excess of the maximum borrowing amount of approximately $135.3 million. As of September 30, 2015 and December 31, 2014, the outstanding balance on the term loan portion of the Essex Crane Revolving Credit Facility was $30.3 million and $30.0 million, respectively. The increase in the term loan balance reflects paid in kind interest as allowed under the Forbearance Agreement.

On March 12, 2013, Coast Crane entered into a Second Amended and Restated Credit Agreement, previously defined as the "Coast Crane Revolving Credit Facility" to extend the maturity date to March 12, 2017. The amendment also provides for a $40.0 million term loan and reduces the aggregate maximum principal amount of the revolving loan and letter of credit facility by a corresponding amount to $35.0 million. In addition, the amendment provides for scheduled quarterly term loan payments to reduce the term loan principal outstanding by $0.5 million each quarter beginning on June 30, 2013. The amounts borrowed under the term loan which are repaid or prepaid may not be reborrowed.

Coast Crane’s ability to borrow under the Coast Crane Revolving Credit Facility is subject to, among other things, a borrowing base calculated based on the sum of (a) 85% of eligible accounts, (b) the lesser of 50% of eligible spare parts inventory and $5.0 million, (c) the lesser of 95% of the lesser of (x) the net orderly liquidation value and (y) the invoice cost, of eligible new equipment inventory and $15.0 million and (d) 85% of the net orderly liquidation value of eligible other equipment, less reserves established by the lenders and the liquidity reserve.

On February 21, 2014, Coast Crane and Coast Crane Ltd. entered into a First Amendment to the Second Amended and Restated Credit Agreement to amend the mandatory prepayment provision to exclude proceeds received from permitted equipment asset sales and to waive an event of default that occurred as a result of permitted equipment asset sales and the failure to apply proceeds to the term loan under the Coast Crane Revolving Credit Facility. In addition, the First Amendment amends the borrowing base calculation as it relates to new equipment inventory, and creates a progressive new equipment inventory cap based on a leverage ratio.

Under the terms of the February 21, 2014 amendment, Coast Crane and Coast Crane Ltd. may borrow, repay and reborrow under the Coast Crane Facility. Coast Crane’s ability to borrow under the Coast Crane Facility is subject to, among other things, a borrowing base which is calculated as the sum of (a) 85% of eligible Coast Crane accounts, (b) the lesser of 50% of eligible Coast Crane inventory and $5.0 million, (c) the lesser of (i) 95% of the lesser of (x) the Net Orderly Liquidation Value and (y) the invoice cost, of U.S. Eligible New Sale Equipment Inventory and (ii) the U.S. Eligible New Sale Equipment Inventory Cap (as hereinafter defined) and (d) 85% of the net orderly liquidation value of eligible other equipment, less reserves established by the lenders and the liquidity reserve. Coast Crane Ltd.’s ability to borrow under the Coast Crane Facility is subject to among other things, a borrowing base which is calculated as the sum of (a) 85% of eligible Coast Crane Ltd. accounts, (b) the lesser of 50% of eligible Coast Crane Ltd. inventory and $0.8 million, (c) the lesser of (i) 95% of the lesser of (x) the net orderly liquidation value and (y) the invoice cost, of eligible new Coast Crane Ltd. equipment and (ii) $2.0 million and (d) 85% of the net orderly liquidation value of eligible other Coast Crane Ltd. equipment, less reserves established by the lenders and the liquidity reserve.

On April 29, 2014, Coast Crane entered into a Second Amendment (the "Second Amendment") to the Second Amended and Restated Credit Agreement. The purpose of the Second Amendment was to adjust the minimum fixed charge coverage ratio requirement to 0.88 to 1.00, 1.00 to 1.00 and 1.10 to 1.00 from 1.20 to 1.00, for the trailing twelve month periods ended April 30, 2014, May 31, 2014 and June 30, 2014, respectively. The minimum required fixed charge coverage ratio for the trailing twelve month periods ending July 31, 2014 and thereafter remains 1.20 to 1.00. In addition, the Second Amendment waived any event of default arising from Coast Crane’s breach of the minimum 1.20 to 1.00 fixed charge coverage ratio requirement for the trailing twelve month period ended March 31, 2014, so long as the fixed charge coverage ratio for such period was at least equal to 1.00 to 1.00. Further, under the Second Amendment, Coast Crane was and is required to achieve a minimum trailing twelve month EBITDA threshold as of the last day of the month of $7.7 million for March 2014 through August 2014; $7.9 million for September 2014 through November 2014; $8.0 million for December 2014 through February 2015; $8.2 million for March 2015 through May 2015; and $8.3 million for June, 2015 and thereafter. All other terms of the February 21, 2014 First Amendment to the Second Amended and Restated Credit Agreement and the Second Amended and Restated Credit Agreement remained in effect following the Second Amendment.

Interest accrues on Coast Crane's outstanding revolving loans and term loan under the revolving credit facility at either a per annum rate equal to (a) LIBOR plus 3.75%, with a 1.50% LIBOR floor or (b) the Base rate plus 2.75%, at Coast Crane’s election. Coast Crane will be obligated to pay a letter of credit fee on the outstanding letter of credit accommodations based on a per annum rate of 3.75%. Interest on the revolving loans and fees on the letter of credit accommodations are payable monthly in arrears. Coast Crane is also obligated to pay an unused line fee on the amount by which the maximum credit under the Coast Crane Revolving Credit Facility exceeds the aggregate amount of revolving loans and letter of credit accommodations based on a per annum rate of 0.50%. At September 30, 2015, the applicable LIBOR rate, Base rate, and unused line commitment fee were 0.33%, 3.25% and 0.50%, respectively. At December 31, 2014, the applicable LIBOR rate, Base rate, and unused line commitment fee were 0.25%, 3.25% and 0.50%, respectively.

The maximum amount that could be borrowed under the revolving loans under the Coast Crane Revolving Credit Facility was approximately $35.0 million as of September 30, 2015 and December 31, 2014. Coast Crane’s available borrowing under the Coast Crane Revolving Credit Facility was approximately $1.6 million and $3.3 million as of September 30, 2015 and December 31, 2014, respectively, after certain lender reserves of $9.4 million and $5.8 million as of September 30, 2015 and December 31, 2014, respectively. Although the Coast Crane Revolving Credit Facility limits Coast Crane’s and Coast Crane Ltd.’s ability to incur additional indebtedness, Coast Crane and Coast Crane Ltd. are permitted to incur certain additional indebtedness, including secured purchase money indebtedness, subject to certain conditions set forth in the Coast Crane Revolving Credit Facility.

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

In November 2010, the Company entered into an agreement with the holders of certain Coast Crane indebtedness pursuant to which such holders agreed, in consideration of the assumption of such indebtedness by the Company, to exchange such indebtedness for one or more promissory notes issued by the Company in the aggregate principal amount of $5.2 million. As additional consideration under the agreement, the Company agreed to issue 90,000 warrants to the holders of such indebtedness entitling the holder thereof to purchase up to 90,000 shares of Essex Rental common stock at an exercise price of $0.01 per share, and to reimburse such holders for certain legal fees incurred in connection with the transaction. The warrants were exercised in full on October 24, 2013.

In accordance with accounting guidance related to debt issued with conversion or other options, the fair value of the detachable warrants of $0.3 million was recorded as a discount to the principal balance outstanding with an offset to additional paid-in capital on the consolidated statements of stockholders’ equity and was amortized on a straight-line basis over the three year life of the notes as additional interest expense on the consolidated statement of operations, which is not materially different than the effective interest method. As of September 30, 2015 and December 31, 2014, the discount related to the fair value of the detachable warrants was fully amortized.

As a result of the Essex Crane Revolving Credit Facility events of default described above, the Company was in technical default under the unsecured promissory notes as of September 30, 2015 and the outstanding balance on the unsecured promissory notes is classified as a short-term obligation within the Company's Condensed Consolidated Balance Sheets. Noncompliance may have a material adverse effect on the Company's liquidity and operations if the Company is unable to remedy or waive the events of default.

As of September 30, 2015, the Company's purchase money security interest debt consisted of the financing of sixteen pieces of equipment. Five of these debt obligations accrue interest at LIBOR plus 5.38% per annum with interest payable in arrears. Eleven of the debt obligations accrue interest at rates that range from 3.59% to 8.29%. The obligations are secured by the equipment purchased and have maturity dates that range from September 2017 to April 2022. As these loans are amortizing, approximately $1.4 million of the total $8.9 million in principal payments is due prior to September 30, 2016 and as such, this amount is classified as a current liability in the accompanying Condensed Consolidated Balance Sheets as of September 30, 2015.

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

On October 8, 2014, the Company entered into an interest rate cap agreement with one of the lenders of its Coast Crane Revolving Credit Facility to limit its exposure to interest rate fluctuations. The cap agreement has a notional principal amount of $40.0 million and matures on June 17, 2016. Under the agreement, the Company's exposure to increases in three-month LIBOR is limited to a maximum three-month LIBOR of 2.50%. The interest rate cap was not designated as a cash flow hedge. The change in fair value for the interest rate cap for the three and nine months ended September 30, 2015 was an unrealized loss of approximately zero and $7,000, respectively, which is reported within interest expense of other income (expense) in the Condensed Consolidated Statement of Operations.

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



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net loss	$	(2,963	)	$	(2,398	)	$	(9,370	)	$	(8,308	)
Weighted average shares outstanding:
Basic	25,047,223			24,813,619			24,969,196			24,801,537
Effect of dilutive securities:
Options	—			—			—			—
Restricted Stock	—			—			—			—
Diluted	25,047,223			24,813,619			24,969,196			24,801,537

Basic earnings (loss) per share	$	(0.12	)	$	(0.10	)	$	(0.38	)	$	(0.33	)
Diluted earnings (loss) per share	$	(0.12	)	$	(0.10	)	$	(0.38	)	$	(0.33	)

Basic earnings per share ("EPS") is computed by dividing net income by the weighted average number of common shares outstanding during the period. Included in the weighted average number of shares outstanding for the nine months ended September 30, 2014 are 493,671 shares of common stock for the effective conversion of the retained interest in Holdings into common stock of the Company. The retained interests were converted to common stock on April 17, 2014. Diluted EPS adjusts basic EPS for the effects of options and restricted stock; only in the periods in which such effect is dilutive.

The weighted average restricted stock outstanding that could be converted into 46,891 and 24,215 common shares for the three months ended September 30, 2015 and 2014, respectively, were not included in the computation of diluted earnings per share because the effects would be anti-dilutive. Weighted average options outstanding that could be converted into zero common shares for each of the three months ended September 30, 2015 and 2014, respectively, were not included in the computation of diluted earnings per share because the effects would be anti-dilutive.

The weighted average restricted stock outstanding that could be converted into 47,120 and 30,197 common shares for the nine months ended September 30, 2015 and 2014, respectively, were not included in the computation of diluted earnings per share because the effects would be anti-dilutive. Weighted average options outstanding that could be converted into zero common shares for each of the nine months ended September 30, 2015 and 2014, respectively, were not included in the computation of diluted earnings per share because the effects would be anti-dilutive.

The Company’s effective tax rate of 39.6% for the nine months ended September 30, 2015 was higher than the statutory federal rate primarily due to discrete items such as the resolution of tax audit activity in Canada. The Company’s effective tax rate of 39.2% for the nine months ended September 30, 2014 was higher than the statutory federal rate due to discrete items including return to provision adjustments, state net operation loss true-ups, state valuation allowances and state income tax audit activity.

As of September 30, 2015, the Company has unused federal net operating loss carry-forwards totaling approximately $161.1 million that begin expiring in 2022. As of September 30, 2015, the Company also has unused state net operating loss carry-forwards totaling approximately $86.9 million, which expire between 2015 and 2035. The net operating loss carry-forwards are primarily from the acquisition of Holdings and losses in recent years. As of December 31, 2014, the Company had unused federal and state net operating loss carry-forwards totaling approximately $148.3 million and $77.4 million, respectively.

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

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

During the three months ended September 30, 2015, 110,000, 10,871 and 2,381 unvested stock options that were granted on June 1, 2015 (Executive Grant), June 1, 2015 (Non-Executive Grant) and June 27, 2014, respectively, were forfeited due to employee departures, including the departure of our prior Chief Operating Officer. Additionally, 48,025, 41,308 and 36,019 vested options that were granted on December 18, 2008, March 18, 2010 and January 14, 2011, respectively, expired during the three months ended September 30, 2015 due to an employee departure.

On June 1, 2015, the Company granted to key members of management 234,933 shares of restricted common stock with an aggregate grant date fair value of approximately $0.3 million. During the three months ended September 30, 2015, employees forfeited 73,857 unvested shares of restricted common stock due to employee departures and, as such, 161,076 shares of restricted common stock from the June 1, 2015 grant were outstanding at September 30, 2015. One-third of the restricted shares are scheduled to vest on June 1, 2016, June 1, 2017 and June 1, 2018, respectively, and as such, no shares were vested as of September 30, 2015.

On June 27, 2014, the Company granted to key members of management 51,640 shares of restricted common stock with an aggregate grant date fair value of approximately $0.1 million. During the three months ended September 30, 2015, employees forfeited 1,328 unvested shares of restricted common stock due to employee departures and, as such, 50,312 shares of restricted common stock from the June 27, 2014 grant were outstanding at September 30, 2015. One-third of the restricted shares vested on June 27, 2015 and an additional one-third of the restricted shares are scheduled to vest on June 27, 2016 and June 27, 2017, respectively, and as such, 17,217 shares were vested as of September 30, 2015.

The Company recorded $0.2 million and $0.1 million of non-cash compensation expense associated with stock options and restricted shares in selling, general and administrative expenses for the three months ended September 30, 2015 and 2014, respectively. The Company recorded $0.4 million and $0.3 million of non-cash compensation expense associated with stock options and restricted shares in selling, general and administrative expenses for the nine months ended September 30, 2015 and 2014, respectively. There was approximately $1.0 million and $0.9 million of total unrecognized compensation cost as of September 30, 2015 and December 31, 2014, respectively related to unvested stock option and restricted share awards. The remaining cost is expected to be recognized ratably over the remaining respective vesting periods.

The Company issued 336,254 and 45,719 shares of common stock, respectively, for services provided by the members of the Strategic Planning and Finance Committee of the Board of Directors during the nine months ended September 30, 2015 and 2014. The Strategic Planning and Finance Committee was disbanded in July 2015, as previously disclosed in the Company's Current Report on Form 8-K filed on July 6, 2015. The Company issued 3,155 shares of common stock for services provided by one member of the Board of Directors during the nine months ended September 30, 2014. The Company issued 8,352 shares of common stock to certain members of management in lieu of cash compensation during the nine months ended September 30, 2014. The Company issued 39,717 and 22,500 shares of common stock related to the vesting of restricted shares during the nine months ended September 30, 2015 and 2014, respectively, which were previously granted to employees. The Company withheld 13,794 and 9,621 common shares to cover the employee tax obligation related to the restricted shares issuance during the nine months ended September 30, 2015 and 2014, respectively.

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



	Three Months Ended September 30,					Nine Months Ended September 30,
	2015			2014		2015			2014
Segment revenues
Essex Crane equipment rentals	$	9,532		$	11,428	$	25,629		$	28,584
Coast Crane equipment rentals	9,580			10,292		23,636			24,728
Equipment distribution	319			2,760		6,441			6,938
Parts and service	4,659			5,101		15,665			14,926
Total revenues	$	24,090		$	29,581	$	71,371		$	75,176
Segment gross profit
Essex Crane equipment rentals	$	1,514		$	1,483	$	3,161		$	3,219
Coast Crane equipment rentals	4,217			3,667		10,166			8,606
Equipment distribution	(135		)	161		(70		)	335
Parts and service	1,328			1,206		4,586			3,812
Total gross profit	$	6,924		$	6,517	$	17,843		$	15,972

The Company operates primarily in the U.S. Our sales to international customers for the three months ended September 30, 2015 were 6.1% of total revenues. Sales to customers in Canada represented 5.8% of total revenues. No customer accounted for more than 10% of our revenues on a consolidated basis. Within the Essex Crane equipment rentals segment for the three months ended September 30, 2015, one customer individually accounted for approximately 14.0% of revenues on a segmented basis. Within the Coast Crane equipment rentals segment for the three months ended September 30, 2015, one customer individually accounted for approximately 12.7% of revenues on a segmented basis. Within the equipment distribution segment for the three months ended September 30, 2015, two customers individually accounted for approximately 75.7% and 24.3% of revenues on a segmented basis. The concentration of revenues from these customers within the equipment distribution segment is directly attributable to the large dollar value of individual transactions and the small number of individual transactions.

2014, two customers individually accounted for approximately 17.9% and 11.0% of revenues on a segmented basis. Within the Coast Crane equipment rentals segment for the three months ended September 30, 2014, one customer individually accounted for approximately 15.6% of revenues on a segmented basis. Within the equipment distribution segment for the three months ended September 30, 2014, four customers individually accounted for approximately 17.9%, 13.3%, 12.2% and 10.8% of revenues on a segmented basis. The concentration of revenues from these customers within the equipment distribution segment is directly attributable to the large dollar value of individual transactions and the small number of individual transactions.

Our sales to international customers for the nine months ended September 30, 2015 were 5.9% of total revenues. Sales to customers in Canada represented 5.6% of total revenues. No customer accounted for more than 10% of our revenues on a consolidated basis. Within the Essex Crane equipment rentals segment for the nine months ended September 30, 2015, one customer individually accounted for approximately 18.0% of revenues on a segmented basis. Within the equipment distribution segment for the nine months ended September 30, 2015, four customers individually accounted for approximately 23.3%, 23.1%, 19.5% and 10.6% of revenues on a segmented basis. The concentration of revenues from these customers within the equipment distribution segment is directly attributable to the large dollar value of individual transactions and the small number of individual transactions.

Our sales to international customers for the nine months ended September 30, 2014 were 7.1% of total revenues. Sales to customers in Canada represented 5.3% of total revenues. No customer accounted for more than 10% of our revenues on a consolidated basis. Within the Essex Crane equipment rentals segment for the nine months ended September 30, 2014, one customer individually accounted for approximately 19.3% of revenues on a segmented basis. Within the equipment distribution segment for the nine months ended September 30, 2014, one customer individually accounted for approximately 16.7% of revenues on a segmented basis. The concentration of revenues from this customer within the equipment distribution segment is directly attributable to the large dollar value of individual transactions and the small number of individual transactions.

Between December 2010 and August 2015, the Company occupied office space at 500 Fifth Avenue, 50th Floor, New York, NY 10110, provided by Hyde Park Real Estate LLC, an affiliate of Laurence S. Levy, our Chairman of the Board of Directors. Such affiliate agreed that it would make such office space, as well as certain office and administrative services, available to the Company, as required by the Company from time to time. Effective January 1, 2012, the Company agreed to pay such entity approximately $8,000 per month for such services based on reimbursement of actual costs with the terms of such arrangement being reconsidered from time to time. Effective November 7, 2014, the Company agreed to pay such entity approximately $11,000 per month for such services based on reimbursement of actual costs with the terms of such arrangement being reconsidered from time to time. The Company’s statements of operations for the three months ended September 30, 2015 and 2014 include approximately $22,000 and $23,000, respectively, of rent expense related to these agreements. The Company’s statements of operations for the nine months ended September 30, 2015 and 2014 include approximately $89,000 and $69,000, respectively, of rent expense related to these agreements. The Company and Hyde Park Real Estate LLC canceled this reimbursement agreement effective August 2015.

In November 2010, the Company entered into an agreement with the holders of certain Coast Crane indebtedness pursuant to which such holders agreed, in consideration of the assumption of such indebtedness by the Company, to exchange such indebtedness of $5.2 million for unsecured promissory notes issued by the Company in the aggregate principal amount of $5.2 million plus the receipt of up to 90,000 warrants to purchase Essex common stock at $0.01 per share. The warrants were exercised in full on October 24, 2013. The holders of the unsecured promissory notes were related parties to the Company as they owned a significant amount of the Company’s outstanding shares of common stock at the time of the transaction.

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

On October 7, 2015, Essex Crane entered into the Forbearance Agreement with the lenders under the Essex Crane Revolving Credit Facility. Under the terms of the Forbearance Agreement, Essex Crane is permitted to request additional revolving loans under the Essex Crane Revolving Credit Facility through the period ended November 13, 2015. In addition, default interest is no longer being accrued on the revolving loans. In exchange, Essex Crane is subject to additional reporting and documentation requirements, including the submission of a rolling thirteen-week cash flow forecast and a weekly reconciliation of forecasted-to-actual cash flow. Additionally, Essex Crane is required to investigate potential sale-leaseback opportunities on its real property and submit a restructuring plan on or before October 30, 2015 that reflects potential operational restructuring alternatives and asset disposition plans for maximizing Essex Crane's value.

The following discussion summarizes the financial position of Essex Rental Corp. and its subsidiaries as of September 30, 2015, and its results of operations for the three and nine months ended September 30, 2015 and should be read in conjunction with (i) the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and (ii) the audited consolidated financial statements and accompanying notes to our Annual Report on Form 10-K for the year ended December 31, 2014.

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

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

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

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

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

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

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

In summary, for the three months ended September 30, 2015, 39.6% of total revenues were derived from our Essex Crane equipment rentals segment, 39.8% from our Coast Crane equipment rentals segment, 1.3% from our equipment distribution segment and 19.3% from our parts and service segment. For the nine months ended September 30, 2015, 35.9% of total revenues were derived from our Essex Crane equipment rentals segment, 33.1% from our Coast Crane equipment rentals segment, 9.0% from our equipment distribution segment and 22.0% from our parts and service segment.

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

Since 2012, the Company has experienced increasing demand from the end markets that it serves, but has yet to return to pre-recession levels of revenue that were experienced prior to 2009. The expected revenue from signed crawler crane leases decreased by approximately 17% as of September 30, 2015 as compared to September 30, 2014 and the backlog of expected rental revenues based on minimum lease terms for crawler cranes as of September 30, 2015 decreased by approximately 23% as compared to the backlog as of September 30, 2014. These decreases are primarily the result of a reduction in future revenue generated by hydraulic crawler cranes as compared to the prior year. Rental backlog is comprised of the expected revenue over the course of the succeeding 12 months for 1) the remaining minimum term, as per executed equipment rental agreements with customers of ongoing equipment rental agreements at period-end and 2) executed equipment rental agreements scheduled to begin within the next 12 months. In addition to increasing utilization for hydraulic crawler cranes, the Company is also experiencing increasing utilization rates for

city and other tower cranes. Despite increasing utilization rates, market forces continue to make it difficult for the Company to increase rental rates in a meaningful way. The Company is focused on increasing utilization by striving to create a more customer-centric, service oriented culture with an emphasis on continuous quality improvement. The Company is also focused on selling underutilized rental assets, particularly traditional crawler cranes, in order to increase shareholders' return on invested capital.

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



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net loss	$	(2,963	)	$	(2,398	)	$	(9,370	)	$	(8,308	)
Benefit for income taxes	(2,034		)	(1,834		)	(6,146		)	(5,354		)
Foreign currency exchange losses	306			172			557			225
Interest expense	4,921			3,669			12,710			10,243
Other (income) expense	(2		)	3			(3		)	1
Income (loss) from operations	228			(388		)	(2,252		)	(3,193		)

Depreciation	4,473			4,538			13,385			13,755
Impairment - rental equipment, held for sale	—			771			—			771
Other depreciation and amortization	170			195			521			708
Adjusted EBITDA	$	4,871		$	5,116		$	11,654		$	12,041

The Company had a net loss of $3.0 million for the three months ended September 30, 2015. Total revenue, cost of revenues and gross profit were $24.1 million, $17.2 million and $6.9 million, respectively, for the three months ended September 30, 2015. Total selling, general, administrative and other expenses of $6.7 million were composed primarily of salaries, payroll taxes and benefits, sales and marketing, insurance, professional fees, rent, travel, depreciation and amortization expenses. Interest expense related to borrowings under our revolving credit facilities and other debt obligations was $4.9 million for the three months ended September 30, 2015. The Company had an income tax benefit of $2.0 million for the three months ended September 30, 2015 related to loss before income taxes of $5.0 million. Adjusted EBITDA, which includes the impact of $0.2 million of non-cash stock compensation and $0.7 million of non-recurring expenses, was $4.9 million for the three months ended September 30, 2015.

The Company had a net loss of $2.4 million for the three months ended September 30, 2014. Total revenue, cost of revenues and gross profit were $29.6 million, $23.1 million and $6.5 million, respectively, for the three months ended September 30, 2014. Total selling, general, administrative and other expenses of $6.9 million were composed primarily of salaries, payroll taxes and benefits, sales and marketing, insurance, professional fees, rent, travel, depreciation and amortization expenses. Interest expense related to borrowings under our revolving credit facilities and other debt obligations was $3.7 million for the three months ended September 30, 2014. The Company had an income tax benefit of $1.8 million for the three months ended September 30, 2014 related to loss before income taxes of $4.2 million. Adjusted EBITDA, which includes the impact of $0.1 million of non-cash stock compensation expense and $0.1 million of non-recurring expenses, was $5.1 million for the three months ended September 30, 2014.

The average crawler crane rental rate increased by 1.4% to $18,555 (per crane per rental month) for the three months ended September 30, 2015 from $18,297 for the three months ended September 30, 2014. This increase in the overall average rental rate, which includes both traditional and hydraulic crawler cranes, is primarily the result of the mix of cranes on rent, with hydraulic crawler cranes contributing a larger portion of overall crawler crane revenue than they did during the three months ended September 30, 2014. Hydraulic crawler cranes generally rent for higher average rental rates than traditional crawler cranes. Our crawler crane fleet has benefited from an increase in demand in our transportation and general building end markets, which was partially offset by decreases in demand in our power, industrial/marine, petrochemical and sewer and water end markets. Transportation end market rental revenues increased approximately 41% for the three months ended September 30, 2015 as compared to the three months ended September 30, 2014, which was primarily driven by a large scale bridge project in metropolitan New York. While average rental rates have increased for highly utilized subclasses within the hydraulic crawler crane fleet when compared to the three months ended September 30, 2014, management has not been able to significantly increase average rental rates due to competitive pressure.

Essex Crane used rental equipment sales revenue was $0.8 million for the three months ended September 30, 2015; a $1.3 million decrease compared to the three months ended September 30, 2014. The decrease in total used rental equipment sales revenue is primarily attributable to the number of used rental equipment assets sold during the three months ended September 30, 2015 as compared to the three months ended September 30, 2014. During the three months ended September 30, 2015, the Company sold one hydraulic crawler crane. During the three months ended September 30, 2014, the Company sold six traditional crawler cranes.

Coast Crane equipment rentals revenue, which represented 26.9% of total revenues, was $6.5 million for the three months ended September 30, 2015, a 10.2% increase from $5.9 million for the three months ended September 30, 2014. The two key drivers of equipment rental revenues are utilization and average rental rates. The increase in Coast Crane equipment rentals revenue is primarily due to an increase in rental revenue generated from tower cranes and crawler cranes due to increased utilization rates. These increases in rental revenues were partially offset by a decrease in rental revenues for rough terrain cranes and boom trucks.

Utilization for rough terrain cranes for the three months ended September 30, 2015 and 2014 was 62.2% and 65.9%, respectively. Rough terrain cranes can serve a broad array of markets, reducing the impact of volatility in any particular end market. The decrease in utilization was driven by a decrease in demand from the power, petrochemical, transportation and sewer and water end markets, partially offset by increased utilization and rental revenues generated from our industrial/marine end market. Boom truck utilization increased to 50.1% for the three months ended September 30, 2015 compared to 49.8% for the three months ended September 30, 2014. Tower crane utilization was 44.1% for the self-erecting tower cranes for the three months ended September 30, 2015 as compared to 42.9% for the three months ended September 30, 2014. Tower crane utilization was 82.3% for the city and other tower cranes for the three months ended September 30, 2015 as compared to 52.7% for the three months ended September 30, 2014. Our tower cranes are primarily impacted by the general building end market, and their utilization levels reflect the strength of that end market.

Coast Crane used rental equipment sales revenue was $2.5 million for the three months ended September 30, 2015; a $1.4 million or 36.4% decrease compared to the three months ended September 30, 2014. The decrease in total used rental equipment sales revenue is primarily attributable to a decrease in the number of used rental equipment assets sold during the three months ended September 30, 2015 as compared to the three months ended September 30, 2014. In total, during the three months ended September 30, 2015, the Company sold seven pieces of used rental equipment as compared to the sale of fifteen pieces of used rental equipment during the three months ended September 30, 2014.

Parts and service segment revenue, which represented 19.3% of total revenue, was $4.7 million for the three months ended September 30, 2015, an 8.7% decrease from $5.1 million for the three months ended September 30, 2014. The decrease in parts and service segment revenue is primarily attributable to a decrease in over the counter parts sales and repair and maintenance work performed on equipment owned by our customers. These decreases in revenue were partially offset by repair and maintenance work performed on equipment on rent at the time such repair and maintenance work took place.

Essex Crane equipment rentals segment gross profit of $1.5 million for the three months ended September 30, 2015 increased $31,000 or 2.1% as compared to the three months ended September 30, 2014. Within the equipment rentals segment, certain revenue streams have inherently higher margins. The gross margin achieved from the revenues provided by equipment rentals is typically higher than those achieved by gain on sale of used rental equipment and transportation. Furthermore, due to the operating leverage of our business model, the margin from equipment rentals improves as the revenue from this line of business increases. Gain on the sale of used rental equipment was $32,607 for the three months ended September 30, 2015 and $30,476 for the three months ended September 30, 2014.

Coast Crane equipment rentals segment gross profit of $4.2 million for the three months ended September 30, 2015 increased $0.6 million or 15.0% as compared to the three months ended September 30, 2014. Within the equipment rentals segment, certain revenue streams have inherently higher margins. The gross margin achieved from the revenues provided by equipment rentals is typically higher than those achieved by gain on sale of used rental equipment and transportation. Furthermore, due to the operating leverage of our business model, the margin from equipment rentals improves as the revenue from this line of business increases. Gain on the sale of used rental equipment was $0.5 million for the three months ended September 30, 2015, a 47.3% decrease from $0.9 million for the three months ended September 30, 2014. The decrease in the gain on the sale of used rental equipment was directly attributable to a decrease in the number of rental assets sold during the three months ended September 30, 2015.

Equipment distribution segment gross loss of approximately $135,000 for the three months ended September 30, 2015 decreased $0.3 million, or 183.9%, from approximately $0.2 million (5.8% margin) for the three months ended September 30, 2014. The decreased gross profit and margin percentage are functions of lower profit margins on a decreased number of individual sale transactions during the three months ended September 30, 2015 and selling retail assets to other manufacturer representatives in an effort to reduce debt.

Total selling, general, administrative and other expenses for the three months ended September 30, 2015 and 2014 were $6.7 million and $6.9 million, respectively. The decrease in selling, general, administrative and other expenses was primarily due to decreases in impairment expense of $0.8 million, travel expense of $0.1 million and depreciation, amortization, sales and marketing, professional fee, insurance, business tax, telecom and general offices expenses of $0.3 million. These decreases were partially offset by increases in consulting expense of $0.4 million, salaries and taxes of $0.3 million, legal expense of $0.3 million and bad debt expense of $0.2 million. Selling, general and administrative expenses include legal fees, professional fees, bad debt expense, employee benefits, insurance and selling and marketing expenses. Selling, general and administrative and other expenses include $0.2 million and $0.1 million of non-cash stock based compensation expense for the three months ended September 30, 2015 and 2014, respectively.

Interest expense increased 34.1% to $4.9 million for the three months ended September 30, 2015 from $3.7 million for the three months ended September 30, 2014. The increase in interest expense is related primarily to a higher average outstanding debt balance, as well as an increase in the weighted average interest rate. The increase in the average debt balance is primarily related to increases in the Coast Crane Revolving Credit Facility as a result of retail equipment inventory purchases and increases in the purchase money security interest debt as a result of rental equipment purchases. The increase in the weighted average interest rate is the result of the Essex Crane Revolving Credit Facility interest rates as a result of the events of default.

Income tax benefit was $2.0 million for the three months ended September 30, 2015 compared to $1.8 million for the three months ended September 30, 2014. The increase in income tax benefit is due to an increase in the pre-tax loss. The effective tax rates were 40.7% and 43.3% for the three months ended September 30, 2015 and 2014, respectively. The effective tax rate decreased from the prior year primarily due to discrete items recorded in the prior year and a decrease in state tax rates resulting from changes in apportionment.

The Company had a net loss of $9.4 million for the nine months ended September 30, 2015. Total revenue, cost of revenues and gross profit were $71.4 million, $53.5 million and $17.8 million, respectively, for the nine months ended September 30, 2015. Total selling, general, administrative and other expenses of $20.1 million were composed primarily of salaries, payroll taxes benefits, sales and marketing, insurance, professional fees, rent, travel, depreciation and amortization expenses. Interest expense related to borrowings under our revolving credit facilities and other debt obligations was $12.7 million for the nine months ended September 30, 2015. The Company had an income tax benefit of $6.1 million for the nine months ended September 30, 2015 related to loss before income taxes of $15.5 million. Adjusted EBITDA, which includes the impact of $0.5 million of non-cash stock compensation and $1.5 million of non-recurring expenses, was $11.7 million for the nine months ended September 30, 2015.

The Company had a net loss of $8.3 million for the nine months ended September 30, 2014. Total revenue, cost of revenues and gross profit were $75.2 million, $59.2 million and $16.0 million, respectively, for the nine months ended September 30, 2014. Total selling, general, administrative and other expenses of $19.2 million were composed primarily of salaries, payroll taxes benefits, sales and marketing, insurance, professional fees, rent, travel, depreciation and amortization expenses. Interest expense related to borrowings under our revolving credit facilities and other debt obligations was $10.2 million for the nine months ended September 30, 2014. The Company had an income tax benefit of $5.4 million for the nine months ended September 30, 2014 related to loss before income taxes of $13.7 million. Adjusted EBITDA, which includes the impact of $0.3 million of non-cash stock compensation expense and $0.8 million of non-recurring expenses, was $12.0 million for the nine months ended September 30, 2014.

Essex Crane equipment rentals revenue, which represented 29.2% of total revenues, was $20.9 million for the nine months ended September 30, 2015, a 1.2% decrease from $21.1 million for the nine months ended September 30, 2014. The two key drivers of equipment rental revenues are utilization and average rental rates. The decrease in Essex Crane equipment rentals revenue is primarily due to a decrease in rental revenue generated from traditional crawler cranes and attachments and hydraulic crawler crane attachments. These decreases in rental revenues were partially offset by an increase in rental revenues for hydraulic crawler cranes.

The average crawler crane rental rate increased 3.2% to $18,472 (per crane per rental month) for the nine months ended September 30, 2015 from $17,891 for the nine months ended September 30, 2014. This increase in the overall average rental rate, which includes both traditional and hydraulic crawler cranes, is primarily the result of the mix of cranes on rent, with hydraulic crawler cranes contributing a larger portion of overall crawler crane revenue than they did during the nine months ended September 30, 2014. Hydraulic crawler cranes generally rent for higher average rental rates than traditional crawler cranes. Our crawler crane fleet has benefited from an increase in demand in our general building, industrial/marine and transportation end markets, which was partially offset by decreases in demand in our sewer and water, power and petrochemical end markets. While average rental rates have increased for highly utilized subclasses within the hydraulic crawler crane fleet when compared to the nine months ended September 30, 2014, management has not been able to significantly increase average rental rates due to competitive pressure.

Essex Crane used rental equipment sales revenue was $1.4 million for the nine months ended September 30, 2015; a $1.4 million decrease compared to the nine months ended September 30, 2014. The decrease in total used rental equipment sales revenue is primarily attributable to the number of individual sales transactions during the nine months ended September 30, 2015 as compared to the nine months ended September 30, 2014. During the nine months ended September 30, 2015, the Company sold four crawler cranes compared to nine crawler cranes sold in the same period of 2014.

Coast Crane equipment rentals revenue, which represented 24.3% of total revenues, was $17.3 million for the nine months ended September 30, 2015, a 7.8% increase from $16.1 million for the nine months ended September 30, 2014. The two key drivers of equipment rental revenues are utilization and average rental rates. The increase in Coast Crane equipment rentals revenue is primarily due to an increase in rental revenue generated from tower cranes and crawler cranes. These increases in rental revenues were partially offset by a decrease in rental revenues for rough terrain cranes and boom trucks.

Utilization for rough terrain cranes for the nine months ended September 30, 2015 and 2014 was 57.3% and 64.1%, respectively. Rough terrain cranes can serve a broad array of markets, reducing the impact of volatility in any particular end market. The decrease in utilization was driven by a decrease in demand from the general building, sewer and water, power and petrochemical end markets, partially offset by increased utilization and rental revenues generated from our industrial/marine and transportation end markets. Boom truck utilization increased to 49.1% for the nine months ended September 30, 2015 compared to 47.1% for the nine months ended September 30, 2014. Tower crane utilization was 42.1% for the self-erecting tower cranes for the nine months ended September 30, 2015 as compared to 39.4% for the nine months ended September 30, 2014. Tower crane utilization was 66.5% for the city and other tower cranes for the nine months ended September 30, 2015 as compared to 45.9% for the nine months ended September 30, 2014. Our tower cranes are primarily impacted by the general building end market and their utilization levels reflect the strength of that end market.

Coast Crane used rental equipment sales revenue was $4.7 million for the nine months ended September 30, 2015; a $2.5 million or 35.1% decrease compared to the nine months ended September 30, 2014. The decrease in total used rental equipment sales revenue is primarily attributable to a decrease in the number of individual used rental equipment sales transactions during the nine months ended September 30, 2015 as compared to the nine months ended September 30, 2014. In total, during the nine months ended September 30, 2015, the Company sold eighteen pieces of used rental equipment compared to twenty-nine pieces of used rental equipment during the nine months ended September 30, 2014.

Essex Crane equipment rentals segment gross profit of $3.2 million for the nine months ended September 30, 2015 decreased $0.1 million or 1.8% as compared to the nine months ended September 30, 2014. Within the equipment rentals segment, certain revenue streams have inherently higher margins. The gross margin achieved from the revenues provided by equipment rentals is typically higher than those achieved by gain on sale of used rental equipment and transportation. Transportation margins improved by $0.4 million for the nine months ended September 30, 2015 as compared to the nine months ended September 30, 2014. Furthermore, due to the operating leverage of our business model, the margin from equipment rentals improves as the revenue from this line of business increases. Gain on the sale of used rental equipment was approximately $78,000 for the nine months ended September 30, 2015, a 61.7% increase from approximately $48,000 for the nine months ended September 30, 2014.

typically higher than those achieved by gain on sale of used rental equipment and transportation. The increase was primarily driven by the rental revenue generated by tower crane utilization. Furthermore, due to the operating leverage of our business model, the margin from equipment rentals improves as the revenue from this line of business increases. Gain on the sale of used rental equipment was $1.4 million for the nine months ended September 30, 2015, a 21.4% decrease from $1.7 million for the nine months ended September 30, 2014. The decrease in the gain on the sale of used rental equipment was directly attributable to a decrease in the number of individual sales transactions during the nine months ended September 30, 2015.

Equipment distribution segment gross loss of approximately $0.1 million for the nine months ended September 30, 2015 decreased $0.4 million, or 120.9%, from a gross profit of approximately $0.3 million (4.8% margin) for the nine months ended September 30, 2014. The decreased gross profit and margin are functions of lower profit margins on individual sale transactions during the nine months ended September 30, 2015 and selling retail assets to other manufacturer representatives at low margins in an effort to reduce debt.

Total selling, general, administrative and other expenses for the nine months ended September 30, 2015 and 2014 were $20.1 million and $19.2 million, respectively. The increase in selling, general, administrative and other expenses was due to increases in salaries and related benefits and taxes of $0.8 million, legal expense of $0.6 million, consulting expense of $0.4 million, bad debt expense of $0.3 million, business taxes of $0.2 million, professional fees of $0.1 million and rent expense of $0.1 million. These increases were partially offset by decreases in travel, sales and marketing, insurance and telecom expenses of $0.4 million. Selling, general and administrative expenses include legal fees, professional fees, bad debt expense, employee benefits, insurance and selling and marketing expenses. Selling, general and administrative and other expenses include $0.4 million and $0.3 million of non-cash stock based compensation expense for each of the nine months ended September 30, 2015 and 2014, respectively.

Interest expense increased 24.1% to $12.7 million for the nine months ended September 30, 2015 from $10.2 million for the nine months ended September 30, 2014. The increase in interest expense is related primarily to a higher average outstanding debt balance, as well as an increase in the weighted average interest rate. The increase in the average debt balance is primarily related to increases in the Coast Crane Revolving Credit Facility as a result of retail equipment inventory purchases and increases in the purchase money security interest debt as a result of rental equipment purchases. The increase in the weighted average interest rate is the result of the Essex Crane term loan entered into in May 2014 and the increase in the Essex Crane Revolving Credit Facility interest rates as a result of the events of default previously disclosed.

Income tax benefit was $6.1 million for the nine months ended September 30, 2015 compared to a $5.4 million for the nine months ended September 30, 2014. The increase in income tax benefit is due to an increase in the pre-tax loss. The effective tax rates were 39.6% and 39.2% for the nine months ended September 30, 2015 and 2014, respectively. The effective tax rate increased from the prior year due to an increase in state tax rates resulting primarily from changes in apportionment and certain discrete items.

Cash flow from operating activities. The Company’s cash used in operating activities for the nine months ended September 30, 2015 was $3.7 million. This was primarily the result of a net loss of $9.4 million, which, when adjusted for non-cash expense items, such as depreciation and amortization, gains on the sale of rental equipment, deferred income taxes and stock-based compensation expense, resulted in the use of cash of approximately $0.9 million. The negative cash flows from operating activities were increased by a use of cash from total changes in operating assets and liabilities of $2.9 million, which was primarily comprised of a $4.5 million increase in retail equipment inventory, a $0.2 million decrease in unearned rental revenue, $0.2 million increase in prepaid expenses and other assets, and a $0.1 million increase in spare parts inventory. These uses of cash were partially offset by a $1.7 million increase in accounts payable and accrued expenses and a $0.3 million increase in customer deposits.

The Company’s cash used in operating activities for the nine months ended September 30, 2014 was $6.3 million. This was primarily the result of a net loss of $8.3 million, which, when adjusted for non-cash expense items, such as depreciation and amortization, gains on the sale of rental equipment, rental equipment impairment charges, deferred income taxes and stock-based compensation expense, provided cash flows of approximately $1.8 million. The positive cash flows from operating activities were decreased by a total change in operating assets and liabilities of $8.2 million, which was comprised of a $3.3 million increase in accounts receivable, a $5.2 million increase in retail equipment inventory, a $0.6 million increase in spare parts inventory and a $0.1 million decrease in customer deposits. These uses of cash were partially offset by a $0.3 million decrease in other receivables a $0.2 million decrease in prepaid expenses, a $0.3 million increase in accounts payable and accrued expenses and a $0.3 million increase in unearned rental revenue.

Cash flow from financing activities. The Company's cash used in financing activities for the nine months ended September 30, 2015 was $2.4 million. This was primarily the result of net payments made on the revolving credit facilities, term loans and purchase money security interest debt of $2.4 million. Gross borrowings and payments on the revolving credit facilities were $74.1 million and $74.6 million, respectively, for the period. Gross payments on the term loans were $1.5 million. Gross borrowings and payments on the purchase money security interest debt for the period were $1.2 million and $1.6 million, respectively.

The Company's cash provided by financing activities for the nine months ended September 30, 2014 was $2.1 million. This was primarily the result of net borrowings made on the revolving credit facilities and term loans of $6.3 million. These sources of cash were partially offset by payments on the purchase money security interest debt of $0.8 million, payments on promissory notes of $2.0 million and payments for loan acquisition costs of $1.2 million. Gross borrowings and payments on the revolving credit facilities were $83.2 million and $105.4 million, respectively, for the period. Gross borrowings and payments on the term loans were $30.0 million and $1.5 million, respectively. Gross borrowings and payments on the purchase money security interest debt for the period were $2.6 million and $0.8 million, respectively.

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

To service our debt, we will require a significant amount of cash. Our ability to pay interest and principal on our indebtedness will depend upon our future operating performance, which will be affected by prevailing economic conditions and financial, business and other factors, some of which are beyond our control. The Essex Crane Revolving Credit Facility and Coast Crane Credit Facility mature in October 2016 and March 2017, respectively, assuming no acceleration occurs under the respective facilities. The current events of default under the Essex Crane Revolving Credit Facility increase the risk that it will be accelerated. No assurance can be given that we will be able to meet our debt obligations or refinance our credit facilities prior to their respective maturity dates upon terms acceptable to us or at all.

On July 30, 2015, the Company notified Wells Fargo Capital Finance, LLC of a failure to maintain the required minimum trailing twelve month fixed charge coverage ratio of not less than 1.10 to 1.00 for the month ended June 30, 2015. Subsequent to July 30, 2015, the Company has triggered additional events of default under the Essex Crane Revolving Credit Facility or the forbearance agreements related thereto including (i) a failure to be in compliance with the borrowing base and a failure to repay overadvances for the monthly periods ended July 31, 2015 and August 31, 2015, (ii) a failure to pay the default interest on the revolving loans due September 1, 2015, October 1, 2015 and November 1, 2015, (iii) a failure to pay accrued interest on the term loans due September 1, 2015, October 1, 2015 and November 1, 2015, (iv) permitting the fixed charge coverage ratio to be less than 1.10 to 1.00 for the trailing twelve month periods ended July 31, 2015, August 31, 2015, September 30, 2015 and October 31, 2015, (v) the consummation of rental equipment sales that resulted in net cash proceeds of less than 70% of orderly liquidation value, and (vi) the failure to retain a Chief Restructuring Officer on or before September 21, 2015. The failure to maintain the required fixed charge coverage ratio was primarily due to increased legal and professional fees along with increase interest expense as a result of the ongoing events of default.

On October 7, 2015, Essex Crane entered into a Third Forbearance Agreement, previously defined as the "Forbearance Agreement" with the lenders under the Essex Crane Revolving Credit Facility. Under the terms of the Forbearance Agreement, Essex Crane is permitted to request additional revolving loans under the Essex Crane Revolving Credit Facility through the period ended November 13, 2015. In addition, default interest is no longer being accrued on the revolving loans. In exchange, Essex Crane is subject to additional reporting and documentation requirements, including the submission of a rolling thirteen-week cash flow forecast and a weekly reconciliation of forecasted-to-actual cash flow. Additionally, Essex Crane is required to investigate potential sale-leaseback opportunities on its real property and submit a restructuring plan on or before October 30, 2015 that reflects potential operational restructuring alternatives and asset disposition plans for maximizing Essex Crane's value.

As of the date of filing this Quarterly Report on Form 10-Q, the Company has not obtained a waiver for the events of default described above from the lenders under the Essex Crane Revolving Credit Facility. The Company is currently in discussions with the lenders under the Essex Crane Revolving Credit Facility to remedy and/or waive the events of default. The agent and lenders have reserved all of their respective rights and remedies available under the Essex Crane Revolving Credit Facility and applicable law as a result of the event of default or any other events of default that may otherwise occur at any time.

Essex Crane is obligated to make principal payments on outstanding debt totaling approximately $10,000 during the next twelve months, exclusive of approximately $150.3 million outstanding under the Essex Crane Revolving Credit Facility that may become due and payable. Essex Crane also requires a significant amount of cash to fund operations. As of September 30, 2015, and after consideration of the 10% availability threshold covenant included in the Essex Crane Revolving Credit Facility, Essex Crane had no available borrowings under the standard terms of its revolving credit facility. However, Essex Crane did have approximately $1.2 million of availability under the maximum allowable overadvance described in the Forbearance Agreement. The expected future operating cash flows for Essex Crane are not sufficient to meet our long-term obligations and fund operations without the refinancing of the Essex Crane Revolving Credit Facility. However, no assurance can be given that the Company will be able to refinance the Essex Crane Revolving Credit Facility on a timely basis, on satisfactory terms or at all. If the Company is not able to refinance, we will be required to adopt one or more alternatives, such as selling material assets or operations or seeking to raise additional debt or equity capital. Given current economic and market conditions, we cannot assure investors that

Coast Crane has typically had substantial liquidity from its operating cash flows despite the significant downturn in the construction industry and recurring losses in recent years. Coast Crane anticipates its current cash resources, availability under its revolving credit facilities, and cash to be generated from operations throughout the full year of 2015 and the nine months ended September 30, 2015 will be adequate to meet its liquidity needs for at least the next twelve months. As discussed further in Note 4 of these consolidated financial statements, Coast Crane is obligated to make principal payments on outstanding debt totaling approximately $3.5 million during the next twelve months. As of September 30, 2015, availability under the Coast Crane borrowing base calculation was approximately $1.6 million. If cash generated from operations is not materially consistent with management’s plans, Coast Crane may not generate sufficient cash flow from operations or from other sources to enable it to repay its indebtedness and to fund its other liquidity needs. Coast Crane may not be able to refinance its indebtedness in a timely manner, on satisfactory terms, or at all. If we cannot service or refinance our indebtedness, we may have to divest assets, seek additional equity or reduce or delay capital expenditures, any of which could have an adverse effect on our operations and/or be dilutive to our stockholders. Additionally, we may not be able to effect such actions, if necessary, in a timely manner, on satisfactory terms, or at all.

Although the Company has determined that there is substantial doubt about Essex Crane's ability to continue as a going concern, the Company does not anticipate that these circumstances will impact Coast Crane's ability to continue as a going concern. Coast Crane and Essex Crane are separate legal entities with separate revolving credit facilities and other debt obligations. The companies do not cross-collateralize their debt agreements and the events of default at Essex Crane have no impact on Coast Crane's current debt obligations or its ability to obtain additional sources of capital in the future. Coast Crane is well established as one of the largest rental equipment providers of boom trucks, rough terrain cranes and tower cranes in the western U.S. and the Company does not anticipate that the current situation at Essex Crane will significantly affect our customers', or the market's, perception of the Company or its rental offerings. Furthermore, Coast Crane derives a significant portion of its revenues through retail equipment sales, retail parts sales and repair and maintenance services on third-party equipment, all of which are independent of Essex Crane and unique to Coast Crane. Although Coast Crane and Essex Crane share certain customers, sales force and certain accounting and management functions to a limited extent, Coast Crane is structured in such a manner that it can continue normal business operations even in the event that Essex Crane ceases operations.

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

Although the balances outstanding on the Coast Crane Revolving Credit Facility, with respect to Coast Crane borrowings, and the Essex Crane Revolving Credit Facility are classified as short-term obligations within the Company's Consolidated Balance Sheets, we expect that we will be able to continue to use the facilities on a long-term basis to fund operations, absent any material adverse changes at the Company and assuming that we can remedy or waive the events of default described above. A material adverse change would permit the lenders under the revolving credit facilities to exercise their rights under the respective subjective acceleration clauses and declare all outstanding debt under the revolving credit facilities due and payable. If we cannot refinance our indebtedness upon the exercise of the subjective acceleration clauses, we may have to divest assets, seek additional equity financing or reduce or delay capital expenditures, which could have an adverse effect on our operations and/or be dilutive to our

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

During the three and nine months ended September 30, 2015, there were no material changes outside the ordinary course of our business in our long-term debt, capital lease or purchase obligations or in other long-term liabilities disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014 except for the events of default related to the Essex Crane Revolving Credit Facility and the related Forbearance Agreement as described above and in Notes 2 and 4 in the condensed consolidated financial statements herein.

Item 7, included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2014, presents the accounting policies and related estimates that we believe are the most critical to understanding our consolidated financial statements, financial condition, and results of operations and cash flows, and which require complex management judgment and assumptions, or involve uncertainties. These include, among other things, revenue recognition, the propriety of our estimated useful life of rental equipment and property and equipment, the adequacy of the allowance for doubtful accounts, income taxes, the potential impairment of long-lived assets including intangible assets and derivative financial instruments.



	Principal Outstanding at				Weighted Average Interest Rate as of June 30, 2015
	September 30, 2015		December 31, 2014		Weighted Average Interest Rate as of June 30, 2015		Maturity Dates
Essex Crane revolving credit facility - short-term	$	119,947	$	118,611	7.00	%	October 2016
Essex Crane term loan - short-term (1)	30,349		30,000		13.50	%	May 2019
Coast Crane revolving credit facility - short-term	21,994		24,098		5.35	%	March 2017
Coast Crane revolving credit facility - long-term	2,049		1,781		5.27	%	March 2017
Coast Crane term loan	33,000		34,500		5.25	%	December 2016 to March 2017
Coast Crane term loan - short-term	2,000		2,000		5.25	%	within 1 year
Unsecured promissory notes (related party)	1,655		1,655		18.00	%	October 2016
Purchase money security interest debt	7,451		6,652		5.59	%	October 2016 to March 2022
Purchase money security interest debt - short-term	1,422		1,655		5.59	%	within 1 year
Total debt obligations outstanding	$	219,867	$	220,952

Our earnings are affected by changes in interest rates due to the fact that interest on our revolving credit facilities is calculated based upon either LIBOR or Prime Rate plus an applicable margin as of September 30, 2015. The weighted average interest rate in effect on all of the Company’s borrowings at September 30, 2015 was 7.46%. A 1.0% increase in the effective interest rate on our total outstanding borrowings (including our short-term debt obligations) at September 30, 2015 would increase our interest expense by approximately $1.6 million on an annualized basis.

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

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

Our management, with participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)) promulgated under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, management concluded that our disclosure controls and procedures were not effective as of September 30, 2015 due to the existence of material weaknesses in internal control over financial reporting as described below. The material weaknesses are the result of deficiencies in both the design and operating effectiveness of our internal control over financial reporting.

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

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

On August 12, 2015, Casey Capital, LLC, Gamma Opportunity Fund, LP and Kevin M. Casey filed a purported derivative lawsuit (the "Casey Action"), in the Supreme Court of New York, County of New York (Index No. 652805/2015) against the chairman of the Company's Board of Directors and a former member of the Company's Board of Directors (the "Director Defendants"). The Complaint alleges that the Director Defendants breached their fiduciary duties. The Company is named as a nominal defendant in the Casey Action. The Casey Action seeks damages in an unspecified amount and costs from the Director Defendants, as well as certain other relief. The Company is obligated to advance the expenses of the Director Defendants in the Casey Action and may have indemnification obligations in respect of liability or losses, if any, incurred.

Part I, Item 1A — "Risk Factors," of our Annual Report on Form 10-K for the year ended December 31, 2014, describes important factors that could materially affect our business, financial condition and/or future results and cause our operating results to differ materially from those indicated, projected or implied by forward-looking statements made in this Quarterly Report or presented elsewhere by management from time to time. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company; additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results and cause our operating results to differ materially from those indicated, projected or implied by forward-looking statements made in this Quarterly Report or presented elsewhere by management from time to time.

On June 18, 2015, the Company received a notice of default from Wells Fargo Capital Finance, LLC, the lead lender and agent under the Essex Crane Revolving Credit Facility, as a result of the excess availability declining below the minimum required excess availability equal to 10% of the aggregate revolving loan commitment. Subsequently, on July 30, 2015, the Company notified Wells Fargo Capital Finance, LLC of a failure to maintain the required minimum trailing twelve month fixed charge coverage ratio of not less than 1.10 to 1.00 for the month ended June 30, 2015. Although the lenders have not exercised their rights to declare the outstanding loans due and payable, they have reserved all of their respective rights and remedies available under the Essex Crane Revolving Credit Facility as a result of the event of default or any other events of default that may otherwise occur at any time.

On October 7, 2015, Essex Crane entered into a Third Forbearance Agreement, previously defined as the "Forbearance Agreement", with the lenders under the Essex Crane Revolving Credit Facility. Under the terms of the Forbearance Agreement, Essex Crane is permitted to request additional revolving loans under the Essex Crane Revolving Credit Facility through the period ended November 13, 2015. In addition, default interest is no longer being accrued on the revolving loans. In exchange, Essex Crane is subject to additional reporting and documentation requirements, including the submission of a rolling thirteen-week cash flow forecast and a weekly reconciliation of forecasted-to-actual cash flow. Additionally, Essex Crane is required to investigate potential sale-leaseback opportunities on its real property and submit a restructuring plan on or before October 30, 2015 that reflects potential operational restructuring alternatives and asset disposition plans for maximizing Essex Crane's value.

Essex Crane is obligated to make principal payments on outstanding debt totaling approximately $10,000 during the next twelve months, exclusive of approximately $150.3 million outstanding under the Essex Crane Revolving Credit Facility that may become due and payable. Essex Crane also requires a significant amount of cash to fund operations. As of September 30, 2015, and after consideration of the 10% availability threshold covenant included in the Essex Crane Revolving Credit Facility, Essex Crane had no available borrowings under the standard terms of its revolving credit facility. However, Essex Crane did have approximately $1.2 million of availability under the maximum allowable overadvance described in the Forbearance Agreement. The expected future operating cash flows for Essex Crane are not sufficient to meet our long-term obligations and fund operations without the refinancing of the Essex Crane Revolving Credit Facility. However, no assurance can be given that the Company will be able to refinance the Essex Crane Revolving Credit Facility. If the Company is not able to refinance, we will be required to adopt one or more alternatives, such as selling material assets or operations or seeking to raise additional debt or equity capital. Given current economic and market conditions, we cannot assure investors that any of these actions could be affected on a timely basis, on satisfactory terms or at all, or that these actions would enable us to continue to satisfy our capital requirements. In addition, our existing or future debt agreements, including the indenture governing the revolving credit facilities, contain certain restrictive covenants that may prohibit us from adopting any of these alternatives.

In October 2008, the Company's board of directors authorized a stock repurchase program, under which from time to time, in open market transactions at prevailing prices or through privately negotiated transactions as conditions permit. The Company may purchase up to $12.0 million of the Company's common stock. Approximately $9.0 million remained available under the stock repurchase program at September 30, 2015. Such repurchase plan was publicly announced on October 22, 2008. The Company’s stock repurchase program was suspended in May 2010 in conjunction with the launching of the cashless exercise warrant offer.

On June 18, 2015, the Company received a notice of default from Wells Fargo Capital Finance, LLC, the lead lender and agent under the Essex Crane Revolving Credit Facility, as a result of the excess availability declining below the minimum required excess availability equal to 10% of the aggregate revolving loan commitment. The failure to maintain the required minimum excess availability was the result of a reduction in the appraised orderly liquidation value of the rental equipment fleet of approximately $9.2 million or 3.8%, and the resultant impact on the borrowing base. Due to the existence of the event of default, the agent elected that (i) all obligations (except for undrawn letters of credit) will bear interest at a per annum rate equal to two percentage points above the per annum rate otherwise applicable under the Essex Crane Revolving Credit Facility, (ii) the letter of credit fee will increase to two percentage points above the per annum rate otherwise applicable under the Essex Crane Revolving Credit Facility, and (iii) the Company may no longer elect to exercise the LIBOR option.

As of the date of filing this Quarterly Report on Form 10-Q, the Company has not obtained a waiver for the events of default described above from the lenders under the Essex Crane Revolving Credit Facility. The Company is currently in discussions with the lenders under the Essex Crane Revolving Credit Facility to remedy and/or waive the events of default. The agent and lenders have reserved all of their respective rights and remedies available under the Essex Crane Revolving Credit Facility and applicable law as a result of the event of default or any other events of default that may otherwise occur at any time.

On October 30, 2015, Essex Crane entered into an amendment to the Forbearance Agreement with the lenders under the Essex Crane Revolving Credit Facility (the "Amendment"). Under the terms of the Amendment, Essex Crane is permitted to request additional revolving loans under the Essex Crane Revolving Credit Facility through the period ended November 20, 2015. In addition, the Amendment extends the date by which Essex Crane is required to submit a restructuring plan to Wells Fargo Capital Finance, LLC that reflects potential operational restructuring alternatives and asset disposition plans for maximizing Essex Crane's value to November 6, 2015. The complete description of all terms and conditions is provided in the full text of the amendment to the Forbearance Agreement, which is filed as Exhibit 10.5 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.



10.1	Forbearance Agreement, dated August 20, 2015, by and between Essex Crane Rental Corp., Wells Fargo Capital Finance LLC, as agent and itself as a lender, PNC Bank, National Association, Alostar Bank of Commerce, Kayne Senior Credit Fund (QP) L.P., Kayne Senior Credit Fund L.P., 1492 Capital LLC and Medley Capital Corporation as lenders (1)

10.2	Second Forbearance Agreement, dated September 15, 2015, by and between Essex Crane Rental Corp., Wells Fargo Capital Finance LLC, as agent and itself as a lender, PNC Bank, National Association, Alostar Bank of Commerce, Kayne Senior Credit Fund (QP) L.P., Kayne Senior Credit Fund L.P., 1492 Capital LLC and Medley Capital Corporation as lenders (2)

10.3	Amendment to the Second Forbearance Agreement, dated September 25, 2015, by and between Essex Crane Rental Corp., Wells Fargo Capital Finance LLC, as agent and itself as a lender, PNC Bank, National Association, Alostar Bank of Commerce, Kayne Senior Credit Fund (QP) L.P., Kayne Senior Credit Fund L.P., 1492 Capital LLC and Medley Capital Corporation as lenders (3)

10.4	Third Forbearance Agreement, dated October 7, 2015, by and between Essex Crane Rental Corp., Wells Fargo Capital Finance LLC, as agent and itself as a lender, PNC Bank, National Association, Alostar Bank of Commerce, Kayne Senior Credit Fund (QP) L.P., Kayne Senior Credit Fund L.P., 1492 Capital LLC and Medley Capital Corporation as lenders (4)

10.5*	Amendment to Third Forbearance Agreement, dated October 30, 2015, by and between Essex Crane Rental Corp., Wells Fargo Capital Finance LLC, as agent and itself as a lender, PNC Bank, National Association, Alostar Bank of Commerce, Kayne Senior Credit Fund (QP) L.P., Kayne Senior Credit Fund L.P., 1492 Capital LLC and Medley Capital Corporation as lenders

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

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

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

101.INS*	XBRL Instance Document

101.SCH*	XBRL Taxonomy Extension Schema Document

101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB*	XBRL Taxonomy Extension Label Linkbase Document

101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF*	XBRL Taxonomy Extension Definition



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

		For the quarterly period ended September 30, 2015

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

		For the transition period from to



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

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



Large accelerated filer o		Accelerated filer þ

Non-accelerated filer o		Smaller reporting company o



PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014		4

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2015 and 2014		5

Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2015 and 2014		6

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014		7

Notes to the Condensed Consolidated Financial Statements		9

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		27

Item 3. Quantitative and Qualitative Disclosures About Market Risk		42

Item 4. Controls and Procedures		42

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		43

Item 1A. Risk Factors		44

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		45

Item 3. Defaults Upon Senior Securities		45

Item 4. Mine Safety Disclosures		46

Item 5. Other Information		46

Item 6. Exhibits		47

Signatures		48



	September 30, 2015			December 31, 2014
Essex Crane customer relationship	$	784		$	784
Essex Crane trademark	804			804
Coast Crane customer relationship	1,500			1,500
Coast Crane trademark	600			600
Total intangible assets	3,688			3,688
Less: accumulated amortization	(3,204		)	(2,953		)
Intangible assets, net	$	484		$	735



2015	$	173,062
2016	5,133
2017	36,344
2018	1,714
2019	2,819
Thereafter	795
Total	$	219,867


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


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


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



	Grant Date
	June 1, 2015		June 1, 2015
Options granted	203,272		320,434
Exercise price per share	$	1.18	$	1.18
Service period	3 years		3 years
Option life	7 years		10 years



	September 30, 2015		December 31, 2014
Segment identified assets
Essex Crane equipment rentals	$	199,430	$	208,777
Coast Crane equipment rentals	76,049		83,561
Equipment distribution	16,315		12,494
Parts and service	6,716		7,277
Total segment identified assets	298,510		312,109
Non-segmented identified assets	12,362		13,781
Total assets	$	310,872	$	325,890


13.	Commitments, Contingencies and Related Party Transactions



	Three Months Ended September 30,				Dollar			Percentage
	2015		2014		Change			Change
Segment revenues
Essex Crane equipment rentals	$	9,532	$	11,428	$	(1,896	)	(16.6	)%
Coast Crane equipment rentals	9,580		10,292		(712		)	(6.9	)%
Equipment distribution	319		2,760		(2,441		)	(88.4	)%
Parts and service	4,659		5,101		(442		)	(8.7	)%
Total revenues	$	24,090	$	29,581	$	(5,491	)	(18.6	)%



		ESSEX RENTAL CORP.

Dated:	November 4, 2015	By:	/s/ Nicholas J. Matthews
			Nicholas J. Matthews Chief Executive Officer (Principal Executive Officer)



Dated:	November 4, 2015	By:	/s/ Kory M. Glen
			Kory M. Glen Chief Financial Officer (Principal Financial and Accounting Officer)


1.	Business and Principles of Consolidation


3.	Intangible Assets


5.	Derivatives and Hedging Activities


9.	Income Taxes