<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ----------------

                                   FORM 10-Q

(Mark One)

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

  For the quarterly period ended June 30, 2001

                                       OR

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

  For the transition period from _____ to ______

                            Commission file number:

                               ----------------

                      ANTHONY CRANE RENTAL HOLDINGS, L.P.
             (Exact Name of Registrant as Specified in Its Charter)
                      Doing Business as Maxim Crane Works

<TABLE>
<S>                                    <C>
                Pennsylvania                             25-1814367
       (State or Other Jurisdiction of                (I.R.S. Employer
       Incorporation or Organization)               Identification No.)
</TABLE>

                              800 Waterfront Drive
                              Pittsburgh, PA 15222
                    (Address of Principal Executive Offices)

                                 (412) 320-4900
               Registrant's Telephone Number, Including Area Code

                               ----------------

        Securities registered pursuant to Section 12(b) of the Act: None
        Securities registered pursuant to Section 12(g) of the Act: None

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

   Aggregate market value of voting partnership interests held by non-
affiliates as of August 8, 2001: not applicable.

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 or regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-Q. [X]

   Number of common partnership interests outstanding as of August 8, 2001:

                  Class L Common Partnership Interests: 456,000Units
                  Class A Common Partnership Interests: 4,100,000Units
                  Class B Common Partnership Interests: 327,000Units
                  Class C Common Partnership Interests: 327,000Units

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                      ANTHONY CRANE RENTAL HOLDINGS, L.P.

                         QUARTERLY REPORT ON FORM 10-Q
                  For the Quarterly Period Ended June 30, 2001

                               TABLE OF CONTENTS

<TABLE>
 <C>    <S>                                                                <C>
                                    Part I

 ITEM 1 Index to Condensed Consolidated Financial Statements.............    3

          Management's Discussion and Analysis of Financial Condition and
 ITEM 2 Results of Operations............................................   17

                                    Part II

 ITEM 1 Legal Proceedings................................................   22

 ITEM 2 Changes in Securities............................................    *

 ITEM 3 Defaults Upon Senior Securities..................................    *

 ITEM 4 Submission of Matters to a Vote of Security Holders..............    *

 ITEM 5 Other Information................................................    *

 ITEM 6 Index to Exhibits and Reports on Form 8-K........................   22

        Signatures.......................................................   23
</TABLE>
--------
*Item not applicable to the Registrant for this filing on Form 10-Q.

   Unless otherwise indicated, the terms "Anthony Crane Rental", "Holdings",
"ACR", "Maxim" and "the Company" refer collectively to Anthony Crane Rental
Holdings, L.P., and its subsidiaries.

   Certain statements contained in this report are forward-looking in nature.
These statements are generally identified by the inclusion of phrases such as
"the Company expects", "the Company anticipates", "the Company believes", "the
Company estimates", and other phrases of similar meaning. Whether such
statements ultimately prove to be accurate depends upon a variety of factors
that may affect the business and operations of the Company.

                                       2
<PAGE>

                                     PART I

ITEM 1.

              INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
Condensed Consolidated Balance Sheets as of June 30, 2001 (Unaudited) and
 December 31, 2000.......................................................    4

Condensed Consolidated Statements of Operations for the Three Months
 Ended June 30, 2001 and 2000 (Unaudited)................................    5

Condensed Consolidated Statements of Operations for the Six Months Ended
 June 30, 2001 and 2000 (Unaudited)......................................    6

Condensed Consolidated Statements of Cash Flows for the Six Months Ended
 June 30, 2001 and 2000 (Unaudited)......................................    7

Notes to Condensed Consolidated Financial Statements.....................    8
</TABLE>

                                       3
<PAGE>

                      ANTHONY CRANE RENTAL HOLDINGS, L.P.

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                        June 30,   December 31,
                                                          2001         2000
                                                       ----------- ------------
                                                       (Unaudited)
<S>                                                    <C>         <C>
ASSETS
Current assets:
  Cash and cash equivalents...........................  $  7,810     $ 13,135
  Trade accounts receivable, net of allowance for
   doubtful accounts of $2,785 and $3,960,
   respectively.......................................    76,274       72,317
  Other receivables...................................     1,754        3,757
  Prepaid expenses and deposits.......................     6,319        5,873
                                                        --------     --------
    Total current assets..............................    92,157       95,082
  Rental equipment, net...............................   509,532      511,141
  Property and equipment, net.........................    65,440       71,043
  Intangible assets, net..............................    80,930       84,451
  Debt issuance costs, net............................    21,821       24,340
  Investment in joint venture.........................     5,501        5,108
  Other assets........................................       678          683
                                                        --------     --------
    Total assets......................................  $776,059     $791,848
                                                        ========     ========
LIABILITIES AND PARTNERS' DEFICIT
Current liabilities:
  Accounts payable--trade.............................    19,827       23,304
  Accrued interest....................................    13,727       15,130
  Accrued wages and employee benefits.................     7,091        7,557
  Accrued taxes, other than income taxes..............     2,581        2,444
  Other accrued liabilities...........................     5,221        5,773
  Current portion of long-term debt (Note 4)..........     2,681        2,500
  Current portion of capital lease obligations (Note
   5).................................................       597          679
                                                        --------     --------
    Total current liabilities.........................    51,725       57,387
Long term debt, less current portion (Note 4).........   768,745      762,612
Long-term portion of capital lease obligations (Note
 5)...................................................     2,973        3,217
Note payable to Bain..................................       594          576
Other non-current liabilities.........................     3,442        4,039
                                                        --------     --------
    Total liabilities.................................   827,479      827,831
                                                        --------     --------
Partners' deficit:
  Senior Preferred Units..............................    22,500       22,500
  Class B Preferred Units.............................    20,000       20,000
  Equity Investors Class L Common Units...............    23,008       24,207
  Equity Investors Class A Common Units...............   (47,173)     (36,387)
  Equity Investors Class B Common Units...............       229          229
  Equity Investors Class C Common Units...............       130          130
  Predecessor Partners Class L Common Units...........       (92)         171
  Predecessor Partners Class A Common Units...........   (67,759)     (65,391)
  Accumulated other comprehensive income..............        67           72
  Partners' receivables...............................    (2,330)      (1,514)
                                                        --------     --------
    Total partners' deficit...........................   (51,420)     (35,983)
                                                        --------     --------
Total liabilities and partners' deficit...............  $776,059     $791,848
                                                        ========     ========
</TABLE>

   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

                                       4
<PAGE>

                      ANTHONY CRANE RENTAL HOLDINGS, L.P.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                               Three Months
                                                              Ended June 30,
                                                             -----------------
                                                               2001     2000
                                                             --------  -------
                                                               (Unaudited)
<S>                                                          <C>       <C>
Revenues:
  Equipment rentals......................................... $ 98,989  $89,265
  Equipment sales...........................................    7,923    9,898
                                                             --------  -------
    Total revenues..........................................  106,912   99,163
                                                             --------  -------
Cost of revenues:
  Cost of equipment rentals.................................   67,587   54,720
  Cost of equipment sales...................................    7,582    8,363
                                                             --------  -------
    Total cost of revenues..................................   75,169   63,083
                                                             --------  -------
Gross profit................................................   31,743   36,080
Selling, general and administrative expenses................   20,906   19,241
                                                             --------  -------
Income from operations......................................   10,837   16,839
Interest expense............................................   19,004   19,467
Other (income) expense, net.................................     (972)      59
                                                             --------  -------
Loss before taxes...........................................   (7,195)  (2,687)
                                                             --------  -------
(Benefit) provision for state taxes.........................     (250)     100
                                                             --------  -------
Net loss.................................................... $ (6,945) $(2,787)
                                                             ========  =======
</TABLE>


   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

                                       5
<PAGE>

                      ANTHONY CRANE RENTAL HOLDINGS, L.P.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                            Six Months Ended
                                                                June 30,
                                                            ------------------
                                                              2001      2000
                                                            --------  --------
                                                               (Unaudited)
<S>                                                         <C>       <C>
Revenues:
  Equipment rentals........................................ $202,961  $174,736
  Equipment sales..........................................   17,633    22,012
                                                            --------  --------
    Total revenues.........................................  220,594   196,748
                                                            --------  --------
Cost of revenues:
  Cost of equipment rentals................................  138,553   109,629
  Cost of equipment sales..................................   16,661    18,540
                                                            --------  --------
    Total cost of revenues.................................  155,214   128,169
                                                            --------  --------
Gross profit...............................................   65,380    68,579
Selling, general and administrative expenses...............   42,431    38,585
                                                            --------  --------
Income from operations.....................................   22,949    29,994
Interest expense...........................................   38,935    37,724
Other (income) expense, net................................   (1,120)      114
                                                            --------  --------
Loss before taxes..........................................  (14,866)   (7,844)
                                                            --------  --------
(Benefit) provision for state taxes........................     (250)      200
                                                            --------  --------
Net loss................................................... $(14,616) $ (8,044)
                                                            ========  ========
</TABLE>


   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

                                       6
<PAGE>

                      ANTHONY CRANE RENTAL HOLDINGS, L.P.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                            Six Months Ended
                                                                June 30,
                                                            ------------------
                                                              2001      2000
                                                            --------  --------
                                                               (Unaudited)
<S>                                                         <C>       <C>
Net cash provided by operating activities.................. $ 14,907  $ 23,660
                                                            --------  --------
Cash flows from investing activities:
  Cash paid for business acquisitions, net of cash
   acquired................................................       --   (20,654)
  Proceeds from sale of fixed assets, including rental
   equipment...............................................   11,196    15,063
  Capital expenditures.....................................  (33,017)  (42,066)
  Purchase of intangibles..................................     (746)   (1,436)
  Other....................................................     (222)      203
                                                            --------  --------
    Net cash used in investing activities..................  (22,789)  (48,890)
                                                            --------  --------
Cash flows from financing activities:
  Change in book overdraft.................................       --    (4,250)
  Proceeds from borrowings on debt.........................   43,601    48,000
  Payments on debt.........................................  (39,796)  (13,875)
  Payments under capital leases............................     (325)     (111)
  Advances to Partners.....................................     (923)       --
                                                            --------  --------
    Net cash provided by financing activities..............    2,557    29,764
                                                            --------  --------
Net (decrease) increase in cash and cash equivalents.......   (5,325)    4,534
Cash and cash equivalents, beginning of period.............   13,135     8,980
                                                            --------  --------
Cash and cash equivalents, end of period................... $  7,810  $ 13,514
                                                            ========  ========
Noncash investing and financing activities:
  Expenditures for rental equipment purchases included in
   accounts payable........................................ $  6,184  $  4,148
                                                            ========  ========
  Noncash rental equipment transfers....................... $     --  $  1,577
                                                            ========  ========
</TABLE>


   The accompanying notes are an integral part of the condensed consolidated
                             financial statements.

                                       7
<PAGE>

                      ANTHONY CRANE RENTAL HOLDINGS, L.P.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 (In thousands)

1. Description of Business

   Anthony Crane Rental Holdings L.P. ("Holdings"), through Anthony Crane
Rental, L.P. (the "Company") and its subsidiaries, (collectively, the
Partnership) doing business as Maxim Crane Works ("Maxim") are engaged in the
rental of cranes and other heavy equipment primarily for industrial maintenance
and construction to a variety of companies in the petrochemical, paper, steel,
power generation, telecommunications, mining and multiple other industries. The
Company provides twenty-four hour service, seven days a week to customers
principally in the United States. The Company also sells new and used equipment
to commercial construction, industrial and residential users.

2. Basis of Presentation

   The unaudited condensed consolidated financial statements include the
accounts of Holdings and all of its subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation.

   The accompanying unaudited condensed consolidated financial statements of
Holdings have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
in the United States for complete financial statements. During interim periods,
the Partnership follows the accounting policies set forth in its Annual Report
on Form 10-K filed with the Securities and Exchange Commission. Users of
financial information produced for interim periods are encouraged to refer to
the footnotes contained in the Form 10-K when reviewing interim financial
results.

   In the opinion of management, all adjustments which are of a normal and
recurring nature necessary for a fair presentation of the results of operations
of these interim periods have been included. The net loss for the three and six
month periods ended June 30, 2001, is not necessarily indicative of the results
to be expected for the full fiscal year. The management discussion and
analysis, which follows these notes, contains additional information on the
results of operations and financial position of the Company. Those comments
should be read in conjunction with these financial statements.

3. Cash Flow Statement

   Supplemental cash flow information with respect to acquisitions was as
follows for the six months ended June 30:

   Details of Acquisitions:

<TABLE>
<CAPTION>
                                                                  2001   2000
                                                                  ----- -------
   <S>                                                            <C>   <C>
   Fair value of assets acquired, net of cash acquired........... $ --  $26,133
   Fair value of liabilities assumed.............................   --   (5,479)
                                                                  ----- -------
   Cash paid for acquisitions.................................... $ --  $20,654
                                                                  ===== =======
</TABLE>

                                       8
<PAGE>

                      ANTHONY CRANE RENTAL HOLDINGS, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 (In thousands)


4. Long-Term Debt

   Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                     June 30,    December 31,
                                                       2001          2000
                                                     --------    ------------
   <S>                                               <C>         <C>
   10 3/8% Company Senior Notes, due 2008 (A)....... $155,000      $155,000
   13 3/8% Holdings Senior Discount Debentures, due
    2009 (B) .......................................   35,871(1)     33,362(1)
   Senior Credit Facility of the Company (C)
     Revolving Credit Facility......................  284,000       280,500
     Term Loan......................................   50,000        50,000
     First Priority Term Loan.......................  245,000       246,250
   Equipment Note Payable (D).......................    1,555            --
                                                     --------      --------
                                                     $771,426      $765,112
   Less current portion of long-term debt...........    2,681         2,500
                                                     --------      --------
                                                     $768,745      $762,612
                                                     ========      ========
</TABLE>
--------
(1) Net of unamortized discount on debentures of $12,129 and $14,638 at June
    30, 2001 and December 31, 2000, respectively.

(A) The Senior Notes of $155 million were issued in connection with the
    Companys recapitalization on July 22, 1998, and will mature on August 1,
    2008. Interest on the Senior Notes accrues at the rate of 10 3/8% per annum
    from the issue date and is payable semi-annually.

  The Senior Notes are not redeemable prior to August 1, 2003. Thereafter,
  the Senior Notes may be redeemed at any time at the option of the Company
  at premium percentages ranging between approximately 105% and 102% (based
  on the year of redemption) if redeemed after August 1, 2003, but before
  August 1, 2006. Subsequent to August 1, 2006, the Senior Notes may be
  redeemed at no premium to the Company. Notwithstanding the foregoing, at
  any time prior to August 1, 2001, the Company could have redeemed a total
  of up to 35% of the aggregate principal amount of the Senior Notes
  originally issued under the Senior Note Indenture at a redemption price of
  approximately 110 3/8% of the principal if that redemption is paid for with
  the proceeds of an equity offering. No such redemption has occurred.

  The Senior Note Indenture contains certain restrictive covenants that
  limit, among other things, the ability of the Company to make
  distributions, incur additional indebtedness, consolidate or sell
  substantially all of its assets, and enter into transactions with related
  parties.

(B) The Discount Debentures of $48 million were offered at an original issue
    discount of approximately $23 million. Interest on the Discount Debentures
    accretes at a rate of 13 3/8% per annum, compounded semi-annually to an
    aggregate principal amount of $48 million on August 1, 2003. Thereafter,
    interest on the Discount Debentures will accrue at the rate of 13 3/8% per
    annum and will be paid semi-annually until the maturity date of August 1,
    2009.

  The Discount Debentures are general unsecured obligations of Holdings. The
  Discount Debentures, however, are effectively subordinated indebtedness to
  all secured obligations of Holdings and all obligations of Holdings'
  subsidiaries, including borrowings under the Senior Notes and the Senior
  Credit Facilities.

  The Discount Debentures are not redeemable prior to August 1, 2003.
  Thereafter, the Discount Debentures may be redeemed by the Company at
  premium percentages ranging between approximately 107% and

                                       9
<PAGE>

                      ANTHONY CRANE RENTAL HOLDINGS, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 (In thousands)


4. Long-Term Debt (continued)

  102% (based on the year of redemption) if redeemed after August 1, 2003,
  but before August 1, 2006. Subsequent to August 1, 2006, the Discount
  Debentures may be redeemed at no premium to the Company. Notwithstanding
  the foregoing, at any time prior to August 1, 2001, the Company could have
  redeemed a total of up to 35% of the aggregate principal amount of the
  Discount Debentures originally issued under the Discount Debenture
  Indenture at a redemption price of approximately 113 3/8% of the accreted
  value, plus liquidated damages, if that redemption is paid for with the
  proceeds of an equity offering. No such redemption has occurred.

  The Discount Debenture Indenture contains certain restrictive covenants
  that limit, among other things, the ability of the Company to make
  distributions, incur additional indebtedness, consolidate or sell
  substantially all of its assets, and enter into transactions with related
  parties.

(C) The Senior Credit Facilities consist of a $425.0 million six-year non-
    amortizing Revolving Credit Facility, a $50.0 million eight-year non-
    amortizing Term Loan and a $250.0 million seven-year First Priority Term
    Loan. The Revolving Credit Facility is available on a revolving basis
    subject to a borrowing base during the period commencing on the date of the
    Closing of the recapitalization transaction (July 22, 1998) and ending on
    the date that is six years after the date of the Closing. At the Company's
    option, loans made under the Revolving Credit Facility bear interest at
    either (i) the Base Rate (defined as the highest of the rate of interest
    announced publicly by Fleet National Bank from time to time as its prime
    rate or the Federal funds effective rate from time to time plus 0.50%) plus
    a margin of 1.50%, subject to adjustment based on a leverage test, or (ii)
    the reserve-adjusted London Interbank Offered Rate ("LIBOR") plus a margin
    of 2.50%, subject to adjustment based on a leverage test. The Term Loan
    bears interest, at the Company's option, at either (i) the Base Rate plus a
    margin of 2.50%, or (ii) the reserve-adjusted LIBOR rate plus a margin of
    3.50%. The First Priority Term Loan bears interest, at the Company's
    option, at either (i) the Base Rate plus a margin of 2.25%, subject to
    adjustment based on a leverage test, or (ii) the reserve-adjusted LIBOR
    rate plus a margin of 3.25%, subject to adjustment based on a leverage
    test.

  Revolving loans may be borrowed, repaid and reborrowed from time to time
  until six years after the closing of the Senior Credit Facilities. The Term
  Loan may be repaid at any time but is subject to certain call protections
  and must be repaid in full eight years after the closing of the Senior
  Credit Facilities. The First Priority Term Loans will be amortized equal to
  1% of the aggregate principal amount thereof with the unpaid balance
  thereof payable in full on July 20, 2006.

  The Revolving Credit Facility and First Priority Term Loans are secured by
  a first-priority perfected lien, and the Term Loan is secured by a second-
  priority perfected lien, on all partnership interests of the Company and
  all property and assets (tangible and intangible) of the Company and each
  of its material subsidiaries, including, without limitation, all
  intercompany indebtedness, and all capital stock (or similar equity
  interests owned by the Company) of each of the Company's direct and
  indirect material subsidiaries, whenever acquired and wherever located;
  provided, however, that no more than 65% of the capital stock or similar
  equity interests of non-U.S. subsidiaries, if any, will be required to be
  pledged as security in the event that a pledge of a greater percentage
  would result in increased tax or similar liabilities for the Company and
  its subsidiaries on a consolidated basis or would violate applicable law.

  The Senior Credit Facilities provide for mandatory repayments, subject to
  certain exceptions, of the Revolving Credit Facility and the Term Loan
  based on certain net asset sales outside the ordinary course of business of
  the Company and its subsidiaries and the net proceeds of certain debt and
  equity issuances. Outstanding loans under the Revolving Credit Facility and
  the Term Loan (subject to certain call provisions) are voluntarily pre-
  payable without penalty; provided, however, that LIBOR breakage costs, if

                                       10
<PAGE>

                      ANTHONY CRANE RENTAL HOLDINGS, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 (In thousands)


4. Long-Term Debt (continued)

  any, shall be borne by the Company. The Senior Credit Facilities contain
  certain restrictive covenants; the most restrictive of which include
  financial ratios.

  The obligations of the Company under the Senior Notes and Senior Credit
  Facilities are guaranteed on a full, unconditional joint and several basis,
  by all material existing, direct and indirect domestic subsidiaries of the
  Company and will be guaranteed by all material future, direct and indirect
  domestic and foreign subsidiaries of the Company.

(D) The Equipment Note Payable consists of a promissory note with an interest
    rate of 8.54% payable in monthly installments through February 2008. These
    borrowings are collateralized by a security interest in the equipment
    purchased with the proceeds.

  The aggregate principal debt maturities of long-term debt for the next five
  years are as follows:

<TABLE>
   <S>                                                                  <C>
   2001................................................................ $  1,963
   2002................................................................    2,689
   2003................................................................    2,705
   2004................................................................  286,724
   2005................................................................  235,869
   Thereafter..........................................................  241,476
                                                                        --------
                                                                        $771,426
                                                                        ========
</TABLE>

5. Lease Commitments

   In connection with the acquisitions completed in 2000 and 1999, the
Partnership assumed certain obligations related to capital leases.

   The following is a schedule of future minimum lease payments under the
capital lease agreements together with the present value of the net minimum
lease payments as of June 30, 2001:

<TABLE>
<CAPTION>
Year ending December 31:
------------------------
<S>                                                                      <C>
2001.................................................................... $  483
2002....................................................................    823
2003....................................................................    785
2004....................................................................    892
2005....................................................................    240
Thereafter..............................................................  1,125
                                                                         ------
Total minimum lease payments............................................  4,348
Less amount representing interest.......................................    778
                                                                         ------
Present value of minimum lease payments.................................  3,570
Less current portion....................................................    597
                                                                         ------
                                                                         $2,973
                                                                         ======
</TABLE>

   Included in rental equipment is cost and accumulated depreciation for these
leased assets of approximately $3,878 and $555, respectively, at June 30, 2001
and $4,266 and $455, respectively, at December 31, 2000.

                                       11
<PAGE>

                      ANTHONY CRANE RENTAL HOLDINGS, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                (In thousands)


6. Contingencies

   The Company is a party to a number of lawsuits and claims arising out of
the usual course of business.

   While the Company cannot predict the outcome of these matters, in the
opinion of management upon advice of counsel, any liability resulting
thereunder will not have a material adverse effect on the Company's business
or financial condition, after giving effect to provisions already recorded.
However, there can be no assurance that an adverse outcome in one or more of
these matters will not be material to results of operations in any one period.
Additionally, certain of these matters are covered by the indemnity from the
partners prior to the Company's recapitalization.

   The Company has received a proposed assessment from a state taxing
authority in the amount of $2.4 million, including interest and penalties of
$0.5 million and $0.2 million, respectively, as a result of a state sales and
use tax audit. During the first quarter 2001, the Company recorded a liability
of approximately $1.2 million, $0.8 million of which has been capitalized to
rental equipment, as management believes the assessment contains certain
errors. The liability recorded represents management's best estimate of the
ultimate liability. Management is presently reviewing the assessment with the
respective state taxing authority.

7. Subsidiary Guarantors

   All of the Company's subsidiaries are wholly owned and all of the
outstanding debt under the Company's Senior Notes and Senior Credit Facility
are guaranteed on a full, unconditional and joint and several basis by all of
these subsidiaries (the "Guarantor Subsidiaries"). The following summarized
financial information presents the financial position for Holdings, the
Company and Guarantor Subsidiaries as of June 30, 2001 and December 31, 2000,
the results of operations for the three and six month periods ended June 30,
2001 and 2000 and cash flows for the six month periods ended June 30, 2001 and
2000. Separate financial statements of the Guarantor Subsidiaries have not
been presented because management believes they are not material to investors.

   Effective December 31, 2000, Carlisle Equipment Group, L.P. and Carlisle
G.P., L.L.C. (collectively referred to as "Carlisle"), a wholy-owned
subsidiary of the Company entered into a Deed of Distribution and Assumption
of Liabilities, distributing all of its assets to the Company. Accordingly,
Carlisle will no longer be a separate subsidiary of the Company.

                                      12
<PAGE>

                      ANTHONY CRANE RENTAL HOLDINGS, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 (In thousands)


7. Subsidiary Guarantors (continued)

   The following table summarizes the financial position for Holdings, the
Company and the Company's guarantor subsidiaries as of June 30, 2001, and
December 31, 2000:

<TABLE>
<CAPTION>
                                                June 30, 2001
                          ------------------------------------------------------------
                                                   Other
                                    Operating    Guarantor   Intercompany
                          Holdings   Company    Subsidiaries Eliminations Consolidated
                          --------  ---------  ------------- ------------ ------------
                                                  (Unaudited)
<S>                       <C>       <C>        <C>           <C>          <C>
BALANCE SHEET
Assets:
Total current assets....  $     --  $ 84,356      $ 9,049      $ (1,248)    $ 92,157
Investment in
 subsidiaries...........     8,321    23,371           --       (31,692)          --
Rental equipment, net of
 accumulated
 depreciation...........        --   493,323       16,209            --      509,532
Property and equipment,
 net of accumulated
 depreciation...........        --    64,463          977            --       65,440
Other assets............     1,501   107,606           --          (177)     108,930
                          --------  --------      -------      --------     --------
 Total assets...........  $  9,822  $773,119      $26,235      $(33,117)    $776,059
                          ========  ========      =======      ========     ========
Liabilities and
 partners' deficit:
Total current
 liabilities............  $     --  $ 50,109      $ 2,864      $ (1,248)    $ 51,725
Long term debt, less
 current portion........    35,871   732,874           --            --      768,745
Other non-current
 liabilities............        --     7,186           --          (177)       7,009
                          --------  --------      -------      --------     --------
 Total liabilities......    35,871   790,169        2,864        (1,425)     827,479
Partners' deficit.......   (26,049)  (17,050)      23,371       (31,692)     (51,420)
                          --------  --------      -------      --------     --------
 Total liabilities and
  partners' deficit.....  $  9,822  $773,119      $26,235      $(33,117)    $776,059
                          ========  ========      =======      ========     ========
<CAPTION>
                                              December 31, 2000
                          ------------------------------------------------------------
<S>                       <C>       <C>        <C>           <C>          <C>
Assets:
Total current assets ...  $     --  $ 93,171      $ 4,843      $ (2,932)    $ 95,082
Investment in
 subsidiaries...........    12,822    17,026           --       (29,848)          --
Rental equipment, net of
 accumulated
 depreciation ..........        --   496,121       15,020            --      511,141
Property and equipment,
 net of accumulated
 depreciation...........        --    70,049          994            --       71,043
Other assets............     1,583   113,153           23          (177)     114,582
                          --------  --------      -------      --------     --------
 Total assets...........  $ 14,405  $789,520      $20,880      $(32,957)    $791,848
                          ========  ========      =======      ========     ========
Liabilities and
 partners' deficit:
Total current
 liabilities............  $     --  $ 56,465      $ 3,854      $ (2,932)    $ 57,387
Long term debt, less
 current portion........    33,362   729,250           --            --      762,612
Other non-current
 liabilities............        --     8,009           --          (177)       7,832
                          --------  --------      -------      --------     --------
 Total liabilities......    33,362   793,724        3,854        (3,109)     827,831
Partners' deficit.......   (18,957)   (4,204)      17,026       (29,848)     (35,983)
                          --------  --------      -------      --------     --------
 Total liabilities and
  partners' deficit.....  $ 14,405  $789,520      $20,880      $(32,957)    $791,848
                          ========  ========      =======      ========     ========
</TABLE>


                                       13
<PAGE>

                      ANTHONY CRANE RENTAL HOLDINGS, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 (In thousands)

7. Subsidiary Guarantors (continued)

   The following table summarizes the results of operations, for Holdings, the
Company and the Company's guarantor subsidiaries for the three and six month
periods ended June 30, 2001 and 2000.

<TABLE>
<CAPTION>
                                           Three Months Ended June 30, 2001
                          ---------------------------------------------------------------------
                                                            Other
                                    Operating             Guarantor   Intercompany
                          Holdings   Company   Carlisle  Subsidiaries Eliminations Consolidated
                          --------  ---------  --------  ------------ ------------ ------------
                                                     (Unaudited)
<S>                       <C>       <C>        <C>       <C>          <C>          <C>
STATEMENTS OF OPERATIONS
Total revenues .........  $    --   $100,520   $    --     $ 6,392      $    --      $106,912
                          -------   --------   -------     -------      -------      --------
Total cost of revenues
 .......................       --     72,259        --       2,910           --        75,169
Selling, general and
 administrative.........       --     20,387        --         519           --        20,906
                          -------   --------   -------     -------      -------      --------
Income from operations..       --      7,874        --       2,963           --        10,837
Interest expense and
 other (income) expense,
 net....................    1,309     16,723        --          --           --        18,032
                          -------   --------   -------     -------      -------      --------
Income (loss) before
 taxes..................   (1,309)    (8,849)       --       2,963           --        (7,195)
Benefit for state
 taxes..................       --       (250)       --          --           --          (250)
                          -------   --------   -------     -------      -------      --------
Net income (loss).......  $(1,309)  $ (8,599)  $    --     $ 2,963      $    --      $ (6,945)
                          =======   ========   =======     =======      =======      ========

<CAPTION>
                                           Three Months Ended June 30, 2000
                          ---------------------------------------------------------------------
                                                     (Unaudited)
<S>                       <C>       <C>        <C>       <C>          <C>          <C>
Total revenues .........  $    --   $ 65,480   $31,891     $ 3,670      $(1,878)     $ 99,163
                          -------   --------   -------     -------      -------      --------
Total cost of revenues
 .......................       --     43,022    20,361       1,578       (1,878)       63,083
Selling, general and
 administrative.........       --     14,033     4,630         578           --        19,241
                          -------   --------   -------     -------      -------      --------
Income from operations..       --      8,425     6,900       1,514           --        16,839
Interest expense and
 other (income) expense,
 net....................      888     12,490     5,642         506           --        19,526
                          -------   --------   -------     -------      -------      --------
Income (loss) before
 taxes..................     (888)    (4,065)    1,258       1,008           --        (2,687)
Provision for state
 taxes..................       --        100        --          --           --           100
                          -------   --------   -------     -------      -------      --------
Net income (loss).......  $  (888)  $ (4,165)  $ 1,258     $ 1,008      $    --      $ (2,787)
                          =======   ========   =======     =======      =======      ========
<CAPTION>
                                            Six Months Ended June 30, 2001
                          ---------------------------------------------------------------------
                                                     (Unaudited)
<S>                       <C>       <C>        <C>       <C>          <C>          <C>
Total revenues..........  $    --   $207,068   $    --     $13,526      $    --      $220,594
                          -------   --------   -------     -------      -------      --------
Total cost of revenues
 .......................       --    149,128        --       6,086           --       155,214
Selling, general and
 administrative.........       --     41,336        --       1,095           --        42,431
                          -------   --------   -------     -------      -------      --------
Income from operations..       --     16,604        --       6,345           --        22,949
Interest expense and
 other (income) expense,
 net....................    2,591     35,224        --          --           --        37,815
                          -------   --------   -------     -------      -------      --------
Income (loss) before
 taxes..................   (2,591)   (18,620)       --       6,345           --       (14,866)
Benefit for state
 taxes..................       --       (250)       --          --           --          (250)
                          -------   --------   -------     -------      -------      --------
Net income (loss).......  $(2,591)  $(18,370)  $    --     $ 6,345      $    --      $(14,616)
                          =======   ========   =======     =======      =======      ========

<CAPTION>
                                            Six Months Ended June 30, 2000
                          ---------------------------------------------------------------------
                                                     (Unaudited)
<S>                       <C>       <C>        <C>       <C>          <C>          <C>
Total revenues .........  $    --   $135,266   $58,989     $ 6,816      $(4,323)     $196,748
                          -------   --------   -------     -------      -------      --------
Total cost of revenues
 .......................       --     89,295    40,195       3,002       (4,323)      128,169
Selling, general and
 administrative.........       --     28,790     8,997         798           --        38,585
                          -------   --------   -------     -------      -------      --------
Income from operations..       --     17,181     9,797       3,016           --        29,994
Interest expense and
 other (income) expense,
 net....................    1,775     24,289    10,819         955           --        37,838
                          -------   --------   -------     -------      -------      --------
Income (loss) before
 taxes..................   (1,775)    (7,108)   (1,022)      2,061           --        (7,844)
Provision for state
 taxes..................       --        200        --          --           --           200
                          -------   --------   -------     -------      -------      --------
Net income (loss).......  $(1,775)  $ (7,308)  $(1,022)    $ 2,061      $    --      $ (8,044)
                          =======   ========   =======     =======      =======      ========
</TABLE>


                                       14
<PAGE>

                      ANTHONY CRANE RENTAL HOLDINGS, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 (In thousands)

7. Subsidiaries Guarantors (continued)

   The following table summarizes the cash flows for Holdings, the Company and
the Company's guarantor subsidiaries for the six-months ended June 30, 2001 and
2000.

<TABLE>
<CAPTION>
                                              Six Months Ended June 30, 2001
                            --------------------------------------------------------------------
                                                             Other
                                     Operating             Guarantor   Intercompany
                            Holdings  Company   Carlisle  Subsidiaries Eliminations Consolidated
                            -------- ---------  --------  ------------ ------------ ------------
                                                       (Unaudited)
   <S>                      <C>      <C>        <C>       <C>          <C>          <C>
   Net cash provided by
    operating activities...   $ --   $ 11,791   $     --    $ 3,116        $ --       $ 14,907
                              ----   --------   --------    -------        ----       --------
   Net cash used in
    investing activities...   $ --   $(19,952)  $     --    $(2,837)       $ --       $(22,789)
                              ----   --------   --------    -------        ----       --------
   Net cash provided by
    financing activities...   $ --   $  2,278   $     --    $   279        $ --       $  2,557
                              ----   --------   --------    -------        ----       --------

<CAPTION>
                                              Six Months Ended June 30, 2000
                            --------------------------------------------------------------------
                                                       (Unaudited)
   <S>                      <C>      <C>        <C>       <C>          <C>          <C>
   Net cash (used in)
    provided by operating
    activities.............   $ --   $  3,264   $ 18,146    $ 2,250        $ --       $ 23,660
                              ----   --------   --------    -------        ----       --------
   Net cash (used in)
    provided by investing
    activities.............   $ --   $(28,137)  $(19,460)   $(1,293)       $ --       $(48,890)
                              ----   --------   --------    -------        ----       --------
   Net cash (used in)
    provided by financing
    activities.............   $ --   $ 29,650   $    114    $    --        $ --       $ 29,764
                              ----   --------   --------    -------        ----       --------
</TABLE>

8. Equity-Preferred and Common Units

   Holdings has six classes of partnership units: (i) Class A Preferred (ii)
Class B Preferred (iii) Class L Common (iv) Class A Common (v) Class B Common
and (vi) Class C Common. Upon liquidation or distribution of capital assets
(including cash), the Class A Preferred Unitholders and Class B Preferred
Unitholders are entitled to receive a pro rata preferential distribution equal
to an 11% annual return, compounded quarterly, on their unreturned capital
contributions. In addition, the Class A Preferred Unitholders and Class B
Preferred Unitholders have a liquidation preference on their unreturned capital
contributions prior to any distributions made to Class L, Class A, Class B or
Class C Common Unitholders. As of June 30, 2001 and December 31, 2000, the
cumulative unpaid preferred yield was approximately $13,786 and $10,708,
respectively.

   Upon satisfaction of the Class A Preferred and Class B Preferred cumulative
unpaid yield and the liquidation preference of the capital contribution of
Preferred Unitholders, the Class L Common Unitholders are entitled to receive a
preferential distribution equal to a 12% annual return, compounded quarterly on
their original investment of $36.9 million. In addition, the Class L Common
Unitholders have a liquidation preference on their unreturned capital
contributions prior to any dividends or distributions to the Class A, Class B
or Class C Common Unitholders. As of June 30, 2001 and December 31, 2000, the
cumulative unpaid yield on the Class L Common was approximately $15,336 and
$12,337, respectively.

   Upon satisfaction of the aggregate liquidation preferences of both Class A
Preferred and Class B Preferred and Class L Common Unitholders, any remaining
distributions will be made ratably among the Class L and

                                       15
<PAGE>

                      ANTHONY CRANE RENTAL HOLDINGS, L.P.

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 (In thousands)

Class A Common Unitholders, and to the extent certain cash distribution and
vesting tests are met, the Class B and Class C Common Unitholders.

9. Operating Segment Information

   The Company identifies and manages its business as two operating segments,
equipment rentals and equipment sales.

   The equipment rentals segment is engaged in the rental of cranes and other
heavy equipment primarily for industrial maintenance and construction to a
variety of companies in the petrochemical, paper, steel, power generation,
telecommunication, mining and multiple other industries, primarily throughout
the United States. The equipment sales segment sells new and used equipment to
commercial construction, industrial and residential users.

   The accounting policies of the segments are the same as those of the
Company. The Company evaluates the performance of its segments and allocates
resources to them based on earnings before interest, taxes, depreciation and
amortization (EBITDA), as defined to exclude net gains on sales of used
equipment.

   The Company does not maintain information about assets for its reportable
segments. Accordingly, the items specified in Paragraph 28 of FAS 131 are not
applicable.

   The table below presents information about reported segments for the three-
and six-month periods ended June 30:

<TABLE>
<CAPTION>
                                                    Equipment Equipment
                                                     Rentals    Sales    Total
                                                    --------- --------- --------
<S>                                                 <C>       <C>       <C>
Three months ended,
 June 30, 2001:
  Revenues......................................... $ 98,989   $ 7,923  $106,912
  EBITDA........................................... $ 28,617   $   (82) $ 28,535
 June 30, 2000:
  Revenues......................................... $ 89,265   $ 9,898  $ 99,163
  EBITDA........................................... $ 31,247   $   578  $ 31,825
Six months ended,
 June 30, 2001:
  Revenues......................................... $202,961   $17,633  $220,594
  EBITDA........................................... $ 57,862   $  (247) $ 57,615
 June 30, 2000:
  Revenues......................................... $174,736   $22,012  $196,748
  EBITDA........................................... $ 57,688   $   885  $ 58,573
</TABLE>

10. Subsequent Event

   On July 2, 2001, the Company acquired certain assets of Head & Engquist,
doing business as South Texas Equipment Company. The aggregate purchase price
was $4.8 million in cash. The acquisition was accounted for under the purchase
method of accounting and, accordingly, the purchase price has been allocated to
the assets acquired, principally equipment, based on their estimated fair
values at the date of acquisition, and a non-compete agreement. There was no
goodwill recorded as a result of this acquisition.

                                       16
<PAGE>

ITEM 2.

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Three Months Ended June 30, 2001 Compared to the Three Months Ended June 30,
2000

   Equipment Rental Revenues: Revenues from equipment rentals increased $9.7
million, or 10.9%, to $99.0 million for the quarter ended June 30, 2001, as
compared to $89.3 million for the same period in the prior year. This increase
is primarily the result of incremental revenues generated by the acquisitions
completed in the second half of 2000, as well as internal growth from the
Company's existing yards.

   Equipment Sales: Revenues from equipment sales decreased $2.0 million, or
20.2%, to $7.9 million for the quarter ended June 30, 2001, as compared to $9.9
million for the same period in the prior year. This decrease is primarily the
result of a decrease in volume of equipment sales under the Company's fleet
management program.

   Total Revenues: Based on the foregoing, total revenues increased $7.7
million, or 7.8%, to $106.9 million for the quarter ended June 30, 2001, as
compared to $99.2 million for the quarter ended June 30, 2000.

   Gross Profit: Gross profit from equipment rentals decreased $3.1 million, or
9.0%, to $31.4 million for the quarter ended June 30, 2001, as compared to
$34.5 million for the same period in the prior year. As a percent of rental
revenues, gross profit from equipment rentals decreased to 31.7% for the
quarter ended June 30, 2001, as compared to 38.7% for the quarter ended June
30, 2000. This decrease in gross profit margins is due primarily to a rental
revenue mix change where a significant increase in operated and maintained
rentals occurred. Compared to bare rentals, operated and maintained rentals
have a higher level of variable labor costs and, accordingly, lower gross
margins associated with them. The lower gross profit margin percentage was also
impacted to a lesser extent by higher depreciation expense on rental equipment
and by increases in lower margin rerentals and excavation revenues.

   Gross profit from equipment sales decreased $1.2 million, or 80.0%, to $.3
million for the quarter ended June 30, 2001, as compared to $1.5 million for
the same period in the prior year. As a percent of equipment sales, gross
profit margin decreased from 15.5% for the quarter ended June 30, 2000, to 3.8%
for the quarter ended June 30, 2001. This decrease in gross profit reflects
lower sales prices generated from equipment sales during the quarter. The
decrease in price is due to the age and type of equipment being sold under the
Company's fleet management program as well as softer new equipment pricing.

   Based on the foregoing, gross profit decreased $4.4 million, or 12.2%, to
$31.7 million for the quarter ended June 30, 2001, as compared to $36.0 million
for the same period in the prior year.

   Selling, General and Administrative Expenses: Selling, general and
administrative expenses increased $1.7 million, or 8.8%, to $20.9 million for
the quarter ended June 30, 2001, as compared to $19.2 million for the same
period in the prior year. This increase is primarily attributable to an
increase in facility and insurance costs for the Company. As a percent of total
revenues, selling, general and administrative expenses increased slightly to
19.5% for the quarter ended June 30, 2001, as compared to 19.4% for the same
period in the prior year.

   Earnings Before Interest, Taxes, Depreciation and Amortization: EBITDA (as
defined to exclude net gains on sales of used equipment) decreased $3.4
million, or 10.6%, to $28.5 million for the quarter ended June 30, 2001, as
compared to $31.9 million for the same period in the prior year. EBITDA from
equipment

                                       17
<PAGE>

rentals (as further defined to exclude gains on the sale of new equipment)
decreased $3.3 million, or 10.6%, to $27.9 million for the quarter ended June
30, 2001, as compared to $31.2 million for the same period in the prior year.
As a percent of rental revenues, EBITDA from rental operations decreased to
28.2% for the quarter ended June 30, 2001, as compared to 34.1% for the same
period in the prior year. This decrease is due to the factors discussed above.

   Interest Expense: Interest expense decreased $.5 million, or 2.5%, to $19.0
million for the quarter ended June 30, 2001, as compared to $19.5 million for
the same period in the prior year. This decrease is primarily attributable to a
decrease in interest rates during the period, partially offset by an increase
in the outstanding debt levels as a result of acquisitions completed in the
second half of 2000 and the Company's continued investment in rental equipment.

   Net Loss: Net loss increased $4.1 million, or 146.4%, to a net loss of $6.9
million for the quarter ended June 30, 2001, as compared to a net loss of $2.8
million for the same period in the prior year, as a result of the factors
discussed above.

Six Months Ended June 30, 2001 Compared to the Six Months Ended June 30, 2000

   Equipment Rental Revenues: Revenues from equipment rentals increased $28.3
million, or 16.2%, to $203.0 million for the six months ended June 30, 2001, as
compared to $174.7 million for the same period in the prior year. This increase
is primarily the result of incremental revenues generated by the companies
acquired in 2000, as well as internal growth from the Company's existing yards.

   Equipment Sales: Revenues from equipment sales decreased $4.4 million, or
20.0%, to $17.6 million for the six months ended June 30, 2001, as compared to
$22.0 million for the same period in the prior year. This decrease is primarily
due to a decrease in sales volume for both new equipment and used equipment
sold as part of the Company's fleet management program, as well as overall
softer pricing.

   Total Revenues: Based on the foregoing, total revenues increased $23.9
million, or 12.1%, to $220.6 million for the six months ended June 30, 2001, as
compared to $196.7 million for the same period in the prior year.

   Gross Profit: Gross profit from equipment rentals decreased $0.7 million, or
1.1%, to $64.4 million for the six months ended June 30, 2001, as compared to
$65.1 million for the same period in the prior year. As a percent of equipment
rental revenues, gross profit from equipment rentals decreased from 37.3% for
the six months ended June 30, 2000, to 31.7% for the six months ended June 30,
2001. This decrease in gross profit margins is due primarily to a rental
revenue mix change where a significant increase in operated and maintained
rentals occurred. Compared to bare rentals, operated and maintained rentals
have a higher level of variable labor costs and, accordingly, lower gross
margins associated with them. The lower gross profit margin percentage was also
impacted to a lesser extent by higher depreciation expense on rental equipment
and by increases in lower margin rerentals and excavation revenues.

   Gross Profit from equipment sales decreased $2.6 million, or 74.3%, to $.9
million for the six months ended June 30, 2001, as compared to $3.5 million for
the same period in the prior year. As a percent of equipment sales revenues,
gross profit from equipment sales decreased to 5.1% for the six months ended
June 30, 2001, as compared to 15.9% for the same period in the prior year. This
decrease in gross profit reflects lower sales prices generated from equipment
sales during the quarter. The decrease in price is due to the age and type of
equipment being sold under the Company's fleet management program as well as
softer new equipment pricing.

   Based on the foregoing, gross profit decreased $3.2 million, or 4.7%, to
$65.4 million for the six months ended June 30, 2001, as compared to $68.6
million for the same period in the prior year.


                                       18
<PAGE>

   Selling, General and Administrative Expenses: Selling, general and
administrative expenses increased $3.8 million, or 9.8%, to $42.4 million for
the six months ended June 30, 2001, as compared to $38.6 million for the same
period in the prior year. This increase is primarily the result of an increase
in employee-related costs, facility and insurance costs and amortization
expense resulting from the acquisitions completed in 2000, as well as internal
growth. As a percent of revenues, selling, general and administrative expenses
decreased to 19.2% for the six months ended June 30, 2001, as compared to 19.6%
for the same period in the prior year.

   Earnings Before Interest, Taxes, Depreciation and Amortization: EBITDA (as
defined to exclude net gains on sales of used equipment) decreased $1.0
million, or 1.7%, to $57.6 million for the six months ended June 30, 2001, as
compared to $58.6 million for the same period in the prior year. EBITDA from
equipment rentals (as further defined to exclude gains on the sale of new
equipment) increased $0.3 million, or 0.5% to $56.4 million for the six months
ended June 30, 2001, as compared to $56.1 million for the same period in the
prior year. As a percent of rental revenues, EBITDA from rental operations
decreased to 27.8% for the six months ended June 30, 2001, as compared to 32.1%
for the same period in the prior year. This decline in EBITDA margin is due to
the factors discussed above.

   Interest Expense: Interest expense increased $1.2 million, or 3.2%, to $38.9
million for the six months ended June 30, 2001, as compared to $37.7 million
for the same period in the prior year. This increase reflects the higher level
of borrowings outstanding attributable to the acquisitions completed in 2000 as
well as the Company's continued investment in rental equipment, offset in part
by decreasing interest rates.

   Net Loss: Net loss increased $6.6 million, or 82.5%, to a net loss of $14.6
million for the six months ended June 30, 2001, as compared to a net loss of
$8.0 million for the same period in the prior year as a result of the factors
discussed above.

 Liquidity and Capital Resources

   Net cash provided by operating activities decreased by $8.8 million, or
37.1%, to $14.9 million for the six months ended June 30, 2001, as compared to
$23.7 million for the same period in the prior year. This decrease is primarily
the result of an increase in the net loss for the period, as well as a decrease
in accounts payable during the period.

   During the six months ended June 30, 2001 and 2000, the Company's principal
uses of cash for investing activities was for capital expenditures, including
expenditures for rental equipment. Total capital expenditures for these periods
were $33.0 million and $42.1 million, respectively. Included in these totals
were expenditures for rental equipment totaling $28.9 million and $36.4
million, respectively. These expenditures were made to increase the Company's
total investment in the rental fleet and to replace sold used equipment.
Proceeds from the disposition of assets totaled $11.2 million and $15.1 million
for the six months ended June 30, 2001 and 2000, respectively. In addition, the
Company used $20.7 million during the six months ended June 30, 2000 in the
purchase of various businesses.

   Net cash provided by financing activities during the six months ended June
30, 2001 was $2.5 million, a decrease of $27.3 million, or 91.6%, compared to
$29.8 million for the six months ended June 30, 2000. The decrease in net cash
provided by financing activities was due to a decrease in the net borrowings to
fund acquisitions and capital expenditures.

   The Company has no long-term minimum purchase commitments for rental
equipment. In the six months ended June 30, 2001 and 2000, the Company incurred
approximately $1.6 million related to a sale/leaseback transaction entered into
in December 1996. This transaction will require annual payments of
approximately $3.1 million through January 2004.


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<PAGE>

   In connection with the Company's recapitalization on July 22, 1998, the
Company and Holdings incurred significant amounts of debt with interest and
principal payments on the Discount Debentures, the Senior Notes and under the
Senior Credit Facilities representing significant obligations of the Company
and Holdings. Holdings' operations are conducted through its subsidiaries and
Holdings is, therefore, dependent upon the cash flow of the subsidiaries,
including the Company, to meet its debt obligations. The Company's liquidity
needs relate to working capital, debt service, capital expenditures and
potential acquisitions.

   The Company intends to fund its working capital, capital expenditures,
acquisitions and debt service requirements through cash flows generated from
operations and borrowings under the Senior Credit Facilities. The Senior Credit
Facilities consist of a $425.0 million, non-amortizing Revolving Credit
Facility of which a net amount of $284.0 million was drawn at June 30, 2001, a
$50.0 million non-amortizing Term Loan and a $250.0 million First Priority Term
Loan. Amounts under the Revolving Credit Facility will be available on a
revolving basis during the period commencing on July 22, 1998 (the date of the
closing) and ending on the sixth anniversary of the closing. As of June 30,
2001, based on the Company's borrowing base as determined in the Senior Credit
Facility, the Company's remaining availability on the revolving facility was
$39.7 million.

   The Senior Credit Facilities, the Senior Notes and the Discount Debentures
contain certain covenants that limit, among other things, the ability of the
Company and Holdings to: (i) make distributions, redeem partnership interests
or make certain other restricted payments or investments other than
distributions to pay taxes; (ii) incur additional indebtedness or issue
preferred equity interests; (iii) merge, consolidate or sell all or
substantially all of its assets; (iv) create liens on assets; and (v) enter
into certain transactions with affiliates or related persons. In addition, the
Senior Credit Facilities require the Company to maintain specific financial
ratios and tests, among other obligations, including a minimum interest
coverage ratio. At June 30, 2001, the Company was in full compliance with the
financial covenants, including with respect to the minimum interest coverage
ratio.

 Impact of Recently Issued Accounting Standards

   In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other
Intangible Assets." These standards require that all business combinations be
accounted for using the purchase method and that all goodwill not be amortized,
but tested periodically for impairment and provide guidelines for new
disclosure requirements. The standards outline the criteria for initial
recognition and measurement of intangibles, assignment of assets and
liabilities including goodwill to reporting units, and goodwill impairment
testing. The provisions of SFAS No. 141 and SFAS No. 142 will apply to all
business combinations after June 30, 2001. The provisions of SFAS No. 142 for
existing goodwill and other intangible assets are required to be implemented
effective July 1, 2001. Management has evaluated the impact of the standards on
the consolidated financial statements and determined that the implementation of
SFAS No. 142 will have a significant impact on the consolidated financial
statements upon adoption.

 Forward Looking Statements

   This report may contain forward-looking statements that are based on current
expectations, estimates and projections about the industries in which the
Company operates, management's beliefs and assumptions made by management.
Words such as "expects", "anticipates", "intends", "plans", "believes",
"estimates" and variations of such words and similar expressions are intended
to identify such forward-looking statements. These statements constitute
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, and are subject to the safe harbor created thereby.
These statements are based on a number of assumptions that could ultimately
prove inaccurate and, therefore, there can be no assurance that such statements
will prove to be accurate. Factors which could affect actual future results
include the developments relating to the state sales and use tax audits and
other claims related to investigations or lawsuits. Such factors also include
the possibility that increased demand or prices for the Company's services may
not occur or

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<PAGE>

continue, changing economic and competitive conditions, technological risks and
other risks, changing governmental regulations (including environmental rules
and regulations), changes in interest rates and other risks and uncertainties,
including those detailed in the Company's filings with the Securities and
Exchange Commission. The Company does not undertake to publicly update any
forward-looking statement, whether as a result of new information, future
events or otherwise.

                                       21
<PAGE>

                                    PART II

ITEM 1. Legal Proceedings

   The Company is a party to a number of lawsuits and claims arising out of
the usual course of business.

   The Company is currently under audit for certain state sales and use tax
liabilities and has received a proposed assessment from a state taxing
authority in the amount of $2.4 million, including interest and penalities of
$0.5 million and $0.2 million, respectively. The Company has recorded a
liability of approximately $1.2 million, $0.8 million of which has been
capitalized to rental equipment, as management believes the assessment
contains certain errors. The liability recorded represents management's best
estimate of the ultimate liability. Management is presently reviewing the
assessment with the respective state taxing authority.

ITEM 6. Exhibits and Reports on Form 8-K

A.INDEX TO EXHIBITS

B.REPORTS ON FORM 8-K

   None

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<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-Q
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Pittsburgh, State of Pennsylvania, on August 8, 2001.

                                          Anthony Crane Rental Holdings, L.P.

                                          By: /s/ Jeffrey J. Fenton
                                             ----------------------------------
                                              Jeffrey J. Fenton
                                              Chief Executive Officer

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following person in the capacity indicated on
August 8, 2001.

                                          By: /s/ William F. Fabrizio
                                             ----------------------------------
                                              William F. Fabrizio
                                              Chief Financial Officer

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