-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gl4PgzPlh/Hflh9bGMcw6hXW3FtNZi+upfPnzzWNUCRRqrQvtLOQ+0jGLCg9DXXL xMSi5EQZdaCadfIEc//vmQ== 0000950142-99-000133.txt : 19990217 0000950142-99-000133.hdr.sgml : 19990217 ACCESSION NUMBER: 0000950142-99-000133 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990216 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GROVE HOLDINGS LLC CENTRAL INDEX KEY: 0001064527 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION MACHINERY & EQUIP [3531] IRS NUMBER: 522089667 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-57609 FILM NUMBER: 99540062 BUSINESS ADDRESS: STREET 1: 1565 BUCHANON TRAIL EAST CITY: SHADY GROVE STATE: PA ZIP: 17256 BUSINESS PHONE: 7175978121 MAIL ADDRESS: STREET 1: 1565 BUCHANON TRAIL EAST CITY: SHADY GROVE STATE: PA ZIP: 17256 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 16, 1999 GROVE HOLDINGS LLC ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware ---------------------------------------------- (State or other jurisdiction of incorporation) 333-57609 52-2089467 - ------------------------ ------------------------------------ (Commission File Number) (IRS Employer Identification Number) 1565 Buchanan Trail East, Shady Grove, PA 17256 ----------------------------------------------- (Address of Principal Executive Offices) (717) 597-8121 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Item 5. Other Events. On February 16, 1999, Grove Holdings LLC (the "Company"), the parent company of Grove Worldwide LLC, issued the press release attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. 99.1 Press Release of the Company dated February 16, 1999. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 16, 1999 GROVE HOLDINGS LLC By: /s/ Stephen L. Cripe ------------------------ Stephen L. Cripe Chief Financial Officer EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------- 99.1 Press Release of the Company dated February 16, 1999. EX-99.1 2 EXHIBIT 99.1 GROVE HOLDINGS LLC REPORTS FIRST QUARTER OPERATING RESULTS SHADY GROVE, PENNSYLVANIA (FEBRUARY 16, 1999) -- Grove Holdings LLC (the "Company"), a leading international designer, manufacturer and marketer of a comprehensive line of mobile hydraulic cranes, aerial work platforms and truck-mounted cranes, today announced its first quarter of fiscal 1999 operating results for three months ended January 2, 1999. Net sales for the first quarter of fiscal 1999 decreased $40.7 million, or 19.9%, from $205.0 million in the first quarter of fiscal 1998 to $164.3 million in the first quarter of fiscal 1999. The reduction in quarter to quarter net sales occurred primarily within new equipment sales and resulted from lower unit demands across the Company. After market sales of parts and services also reported a decrease in quarter to quarter net sales during the same period. The after-market sales decline resulted from lower used equipment sales in Europe during the first quarter of fiscal 1999, and reduced parts sales within North America during the same period. Sales backlog, a measure of firm orders for new equipment and replacement parts, was approximately 28% lower at the end of the first quarter of fiscal 1999 than it was at the close of the first quarter of fiscal 1998. The following is a summary of net sales for the periods indicated (dollars in millions). Three Months Ended ---------------------------------------------- December 27, 1997 January 2, 1999 ---------------------------------------------- New equipment sold (1) $158.5 $123.2 After-market 32.5 27.7 Other (2) (3) 14.0 13.4 ------ ----- Net sales $205.0 $164.3 ====== ====== - ----------------- (1) Includes new equipment sales of mobile hydraulic cranes, aerial work platforms and truck-mounted cranes. Excludes specialty cranes and equipment sold to the U.S. Government. (2) Includes specialty cranes and equipment sold to the U.S. Government and revenues from unit sales accounted for as operating leases. (3) Includes revenues resulting from a non-recurring refurbishment contract in the first quarter of fiscal 1998 with the Ministry of Defence of the United Kingdom. Gross profit decreased $16.5 million, or 37.8%, from $43.6 million in the first quarter of fiscal 1998 to $27.1 million in the first quarter of fiscal 1999. The decrease in gross profit was attributable to a decline in unit sales of new products and replacement parts and services. Also affecting the first quarter of fiscal 1999 results were unanticipated costs associated with the U.S. start-up of the Company's new management information systems, which impacted production flow and operations visibility. The closure of the Company's Sunderland facility in November also resulted in a decrease in first quarter of fiscal 1999 profits. Repositioning the Sunderland aerial work platform production to the U.S. temporarily affected sales volume. However, management believes closing the facility will eventually improve operating earnings, enhance the opportunity for product rationalization savings, and reduce both manufacturing and selling, engineering, general and administrative ("SG&A") costs. SG&A costs for the first quarter of fiscal 1999 decreased $2.1 million, or 6.6 %, from $31.8 million in the first quarter of fiscal 1998 to $29.7 million in the first quarter of fiscal 1999. The SG&A dollar reduction was primarily attributable to cost reductions implemented at U.S. facilities in August 1998. Included in SG&A for first quarter of fiscal 1999 are approximately $2.0 million of consulting fees paid in connection with the Company's operations improvements program. As a percentage of sales, SG&A was 15.5% for the first quarter of fiscal 1998 versus 18.1% of net sales for the first quarter of fiscal 1999. The percentage increase of SG&A expenses for the first quarter of fiscal 1999 as a percentage of net sales resulted from lower sales volume. EBITDA for the first quarter of fiscal 1999 was $0.7 million compared to EBITDA of $14.0 million for the first quarter of fiscal 1998. Exhibit II, included herein, restates the EBITDA performance of first quarters fiscal 1999 and 1998 to better illustrate the operational results and take into account certain non-recurring costs and other items. First quarter of fiscal 1999 EBITDA, subject to the adjustments set forth in Exhibit II, was $7.5 million versus the comparable EBITDA of $16.3 million for first quarter of fiscal 1998. Set forth below is certain information regarding the Company's results of operations for the quarters ended December 27, 1997 and January 2, 1999 (dollars in millions). Three Months Ended ---------------------------------------------- December 27, 1997 January 2, 1999 ---------------------------------------------- Net sales $205.0 $164.3 Cost of goods sold 161.4 137.2 ------ ------ Gross profit 43.6 27.1 Selling, engineering, general and administrative expense 31.8 29.7 Amortization of goodwill 2.3 1.8 Management fees paid to Hanson 0.2 - ------ ------ EBIT $ 9.3 $ (4.4) ====== ====== As stated previously in connection with the acquisition on April 29, 1998, the Company was formed as a limited liability company and its capital structure was changed significantly. Accordingly, comparisons of interest, taxes and net income for the first fiscal quarter of 1999 relative to the first quarter of 1998 would not be meaningful and are therefore not presented. Company Chairman and CEO, S.J. Bonanno stated: "Our cost reduction and operational improvements initiatives are on track in all areas, and we are excited by our product development efforts and opportunities. Our focus remains simple: First, to become cost competitive. Secondly, to generate revenue and market share growth by rapidly developing and commercializing new products, as well as improving customer support. Finally, we plan to intensify our efforts on being a global presence; the recently announced establishment of a Grove Europe management team is our first step towards this objective. Each of these tasks will not be accomplished overnight, but we continue to make great strides towards our goals." The Company's operating businesses include Grove Crane, Grove Manlift and National Crane with major manufacturing facilities located in the U.S., Germany and France. SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS Certain statements above constitute "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, or future events or performance (often, but not always, through the use of words or phrases such as "will likely result", "are expected to", "will continue", "anticipates", "expects", "estimates", "intends" "plans", "projects" and "outlook") are not historical facts and may be forward looking. Forward looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, levels of activities, cost savings, performance or achievements of the Company, or industry results to be materially different from any future results, levels of activity, cost savings, performance or achievements expressed or implied by such forward looking statements. Such factors include, among others, the following: i)substantial leverage and the ability to service debt; ii) changing market trends in the mobile hydraulic crane, aerial work platform and truck mounted crane industries; iii) general economic and business conditions including a prolonged or substantial recession; iv) the ability of the company to implement its business strategy and maintain and enhance its competitive strengths; v) the ability of the Company to implement its efficiency and cost savings program; vi) the ability of the Company to obtain financing for general corporate purposes; vii) competition; viii) availability of key personnel; ix) industry over capacity; and x) changes in, or failure to comply with government regulations. As a result of the foregoing and other factors, no assurance can be given as to future results, levels of activity or achievements, and neither the Company nor any other person assumes responsibility for the accuracy and completeness of these forward looking statements. Any forward looking statement contained above speak solely as of the date on which such statements are made, and the Company undertakes no obligation to update any forward looking statements to reflect events or circumstances after the date on which such statements were made or to reflect the occurrence of unanticipated events. GROVE HOLDINGS LLC EXHIBIT I (IN THOUSANDS) (UNAUDITED) -------------------------------------- Three months ended -------------------------------------- December 27, January 2, 1997 1999 -------------------------------------- Net sales $ 204,958 $ 164,325 Cost of goods sold 161,386 137,242 -------------------------------------- Gross profit 43,572 27,083 Selling, engineering, general, and administrative expense 31,989 29,696 Amortization of goodwill 2,260 1,823 -------------------------------------- - -------------------------------------------------------------------------------- Earnings before interest and taxes (EBIT) 9,323 (4,436) - -------------------------------------------------------------------------------- Interest income/(expense) 1,095 (10,532) Other income/(expense) 35 (41) - -------------------------------------------------------------------------------- Income before income taxes 10,453 (15,009) - -------------------------------------------------------------------------------- Other data - ---------- Capital expenditures 9,629 950 Cash interest expense incurred 522 10,367 - -------------------------------------------------------------------------------- GROVE HOLDINGS LLC EXHIBIT II (IN THOUSANDS) (UNAUDITED) -------------------------------------- Three months ended -------------------------------------- December 27, January 2, 1997 1999 -------------------------------------- - -------------------------------------------------------------------------------- EBIT $ 9,323 $ (4,436) - -------------------------------------------------------------------------------- Depreciation & Amortization 4,694 5,181 - -------------------------------------------------------------------------------- EBITDA 14,017 745 - -------------------------------------------------------------------------------- Adjustments - ----------- Impact of units sold accounted as operating leases 399 1,207 Expenses associated with MIS installation 142 Restructuring charges/Management fees 162 Sunderland (Gains)/Losses 1,556 3,554 George Group expenses 1,990 - -------------------------------------------------------------------------------- TOTAL 16,276 7,496 - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----