<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 001-14163
National Equipment Services, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 36-4087016
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1603 Orrington Avenue, Suite 1600
Evanston, Illinois 60201
(Address of principal executive offices)
(Zip code)
(847) 733-1000
(Registrant's telephone number, including area code)
----------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [_]
There were 21,300,787 shares of Common Stock ($.01 par value) outstanding as
of July 31, 2000.
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<PAGE>
NATIONAL EQUIPMENT SERVICES, INC.
QUARTERLY REPORT ON FORM 10-Q
For the Quarter ended
June 30, 2000
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<C> <S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at June 30, 2000 (Unaudited) and
December 31, 1999 .......................................... 3
Consolidated Statements of Operations for the three and six
months ended June 30, 2000 and 1999 (Unaudited)............. 4
Consolidated Statements of Cash Flows for the six months
ended June 30, 2000 and 1999 (Unaudited).................... 5
Notes to Consolidated Financial Statements (Unaudited)...... 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk.. 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................... 11
Item 2. Changes in Securities....................................... 11
Item 3. Defaults upon Senior Securities............................. 11
Item 4. Submission of Matters to a Vote of Security Holders......... 11
Item 5. Other Information........................................... 11
Item 6. Exhibits and Reports on Form 8-K............................ 11
SIGNATURE............................................................. 12
INDEX OF EXHIBITS..................................................... 13
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NATIONAL EQUIPMENT SERVICES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
----------- ------------
(Unaudited)
<S> <C> <C>
Assets
Cash and cash equivalents............................ $ 1,232 $ 33,530
Accounts receivable, net of allowance for doubtful
accounts of $5,666 and $5,425, respectively......... 126,895 113,136
Inventory, net....................................... 42,669 37,016
Rental equipment, net................................ 629,979 559,762
Property and equipment, net.......................... 62,434 60,249
Intangible assets, net............................... 363,108 383,074
Loan origination costs, net.......................... 10,304 11,720
Prepaid expenses and other assets, net............... 24,588 21,127
---------- ----------
Total assets....................................... $1,261,209 $1,219,614
========== ==========
Liabilities
Accounts payable..................................... $ 43,343 $ 45,764
Accrued interest..................................... 7,626 6,353
Deferred income taxes, net........................... 40,444 40,444
Accrued expenses and other liabilities............... 24,648 23,568
Debt................................................. 906,476 856,710
---------- ----------
Total liabilities.................................. 1,022,537 972,839
---------- ----------
Convertible preferred stock........................... 95,547 95,297
Commitments and contingencies......................... -- --
Stockholders' Equity
Common stock, $0.01 par, 100,000 shares authorized;
24,123 shares issued................................. 241 241
Additional paid-in capital............................ 123,606 123,606
Retained earnings..................................... 37,724 33,959
Stock subscriptions receivable........................ (102) (102)
Treasury stock at cost, 2,947 shares and 905 shares,
respectively......................................... (18,344) (6,226)
---------- ----------
Total stockholders' equity......................... 143,125 151,478
---------- ----------
Total liabilities and stockholders' equity......... $1,261,209 $1,219,614
========== ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
3
<PAGE>
NATIONAL EQUIPMENT SERVICES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)
<TABLE>
<CAPTION>
For the Three For the Six
Months Ended Months Ended
June 30, June 30,
------------------ ------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues
Rental revenues....................... $117,860 $ 78,927 $217,380 $138,829
New equipment sales................... 13,882 9,692 25,895 18,735
Rental equipment sales................ 8,181 6,397 15,129 13,289
Parts, service and other.............. 18,789 14,827 34,606 26,522
-------- -------- -------- --------
Total revenues...................... 158,712 109,843 293,010 197,375
-------- -------- -------- --------
Cost of revenues
Rental equipment depreciation......... 22,990 14,729 43,949 27,660
Cost of new equipment sales........... 10,674 7,565 19,631 14,696
Cost of rental equipment sales........ 5,514 4,264 9,963 8,988
Other operating expenses.............. 51,569 35,421 98,167 62,929
-------- -------- -------- --------
Total cost of revenues.............. 90,747 61,979 171,710 114,273
-------- -------- -------- --------
Gross profit........................... 67,965 47,864 121,300 83,102
Selling, general and administrative
expenses.............................. 30,879 20,173 61,055 38,236
Non-rental depreciation and
amortization.......................... 6,733 4,272 13,579 7,573
-------- -------- -------- --------
Operating income....................... 30,353 23,419 46,666 37,293
Other income, net...................... 85 460 194 667
Interest expense, net.................. (20,630) (13,612) (40,112) (26,334)
-------- -------- -------- --------
Income before income taxes............. 9,808 10,267 6,748 11,626
Income tax expense..................... 3,972 4,312 2,733 4,883
-------- -------- -------- --------
Net income............................. $ 5,836 $ 5,955 $ 4,015 $ 6,743
======== ======== ======== ========
Basic earnings per common share........ $ 0.27 $ 0.25 $ 0.17 $ 0.29
======== ======== ======== ========
Average number of common shares used in
basic calculation..................... 20,936 23,376 21,532 23,344
======== ======== ======== ========
Diluted earnings per common share...... $ 0.20 $ 0.22 $ 0.13 $ 0.26
======== ======== ======== ========
Average number of common shares used in
diluted calculation................... 29,115 28,412 29,744 26,983
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
4
<PAGE>
NATIONAL EQUIPMENT SERVICES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
For the Six
Months Ended
June 30,
--------------------
2000 1999
--------- ---------
<S> <C> <C>
Operating Activities
Net income.............................................. $ 4,015 $ 6,743
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 57,528 35,233
Gain on sale of equipment.............................. (5,086) (4,353)
Changes in operating assets and liabilities:
Accounts receivable................................... (12,887) (11,723)
Inventory............................................. (5,058) (3,169)
Prepaid expenses and other assets..................... (702) (5,360)
Accounts payable...................................... (2,546) (8,308)
Accrued expenses and other liabilities................ 3,473 5,119
--------- ---------
Net cash provided by operating activities............... 38,737 14,182
--------- ---------
Investing Activities
Acquisitions, net of cash received...................... (11,692) (90,233)
Cash received in connection with business combination... 18,000 --
Purchases of rental equipment........................... (120,188) (98,021)
Proceeds from sale of rental equipment.................. 15,129 13,289
Purchases of property and equipment..................... (10,462) (11,966)
Proceeds from sale of property and equipment............ 754 652
--------- ---------
Net cash used in investing activities................... (108,459) (186,279)
--------- ---------
Financing Activities
Proceeds from long-term debt............................ 91,000 341,000
Payments on long-term debt and capital leases........... (41,234) (168,811)
Net proceeds from sale of common stock.................. -- 42
Repurchase of treasury stock............................ (12,118) --
Payments of loan origination costs...................... (224) --
--------- ---------
Net cash provided by financing activities............... 37,424 172,231
--------- ---------
Net (decrease) increase in cash and cash equivalents.... (32,298) 134
Cash and cash equivalents at beginning of period........ 33,530 344
--------- ---------
Cash and cash equivalents at end of period.............. $ 1,232 $ 478
========= =========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
5
<PAGE>
NATIONAL EQUIPMENT SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)
1. Organization
National Equipment Services, Inc. (the "Company") is principally a holding
company organized on June 4, 1996 (date of inception) under the laws of
Delaware. The Company conducts its operations through its wholly owned
subsidiaries acquired since the date of inception. The Company owns and
operates equipment rental, sales and service facilities primarily located
throughout the United States. The Company rents various types of equipment to
a diverse customer base, including construction, petro-chemical and other
industrial users. The Company also sells new and used rental equipment,
related parts, and provides other services. The nature of the Company's
business is such that short-term obligations are typically met by cash flow
generated from long-term assets. Consequently, consistent with industry
practice, the accompanying balance sheets are presented on an unclassified
basis.
2. Basis of presentation
The accompanying unaudited financial statements as of and for the quarters
ended June 30, 2000 and 1999 have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. The December 31,
1999 consolidated balance sheet was derived from audited financial statements
but does not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements
presentation. In the opinion of management, all adjustments considered
necessary for a fair presentation, consisting only of normal recurring
adjustments, have been included. Results of operations for the interim periods
are not necessarily indicative of the results that may be expected for a full
year. Due to the seasonality which impacts a significant portion of the
Company's locations, the second and third quarters of the year are typically
the most active quarters for the Company.
The Company does not have any components of other comprehensive income that
would have to be reported in accordance with Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income."
Certain reclassifications of prior year financial statement amounts have
been made to conform with the current year reporting.
3. Earnings per share
The Company's earnings per share for the three and six months ended June 30,
2000 and 1999 is calculated as follows:
<TABLE>
<CAPTION>
For the Six
For the Three Months Ended
Months Ended June 30, June 30,
----------------------- ---------------
2000 1999 2000 1999
---------- ----------- ------ -------
<S> <C> <C> <C> <C>
Net income.......................... $ 5,836 $ 5,955 $4,015 $ 6,743
Plus interest on convertible debt,
net of tax......................... -- 174 -- 348
Less accretion on preferred stock... (125) -- (250) --
---------- ----------- ------ -------
Net income available to common
stockholders....................... $ 5,711 $ 6,129 $3,765 $ 7,091
========== =========== ====== =======
Weighted average shares............. 21,423 24,123 22,052 24,123
Less unvested stock............... 487 747 520 779
---------- ----------- ------ -------
Basic weighted average shares....... 20,936 23,376 21,532 23,344
Effect of dilutive securities
Unvested stock.................... 487 747 520 779
Convertible debt.................. -- 1,414 -- 1,414
Convertible preferred stock....... 7,692 2,875 7,692 1,446
---------- ----------- ------ -------
Diluted weighted average shares..... 29,115 28,412 29,744 26,983
========== =========== ====== =======
Basic earnings per share............ $ 0.27 $ 0.25 $ 0.17 $ 0.29
========== =========== ====== =======
Diluted earnings per share.......... $ 0.20 $ 0.22 $ 0.13 $ 0.26
========== =========== ====== =======
</TABLE>
6
<PAGE>
NATIONAL EQUIPMENT SERVICES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except per share data)
4. Acquisitions
As more fully disclosed in the Company's Form 10-K for the year ended
December 31, 1999, the Company completed nineteen acquisitions, accounted for
as purchases, at various times during 1999. In 2000, the Company purchased the
following rental equipment companies:
<TABLE>
<CAPTION>
Acquisition
Date Company Location Purchase Price
----------- --------------------------- -------------- --------------
<C> <S> <C> <C>
March 7, 2000 Cassidy & Lee, Inc. Canton, MA $9,200
Road Light, Inc./Interstate
March 7, 2000 Sign, Inc. Providence, RI 2,000
June 21, 2000 Laser Products, Inc. Atlanta, GA 2,000
</TABLE>
During the quarter ended June 30, 2000, the Company completed an exchange of
all of the stock of its subsidiary, Safety Lights Sales & Leasing, Inc. for
all of the stock of Texoma, Inc. and approximately $18 million in cash. No
gain or loss was recognized on this transaction.
The following pro forma financial information represents the results of
operations as if the 1999 and 2000 acquisitions had been completed on January
1, 1999, after giving effect to certain adjustments including increased
depreciation and amortization of property and equipment and other assets,
interest expense for acquisition debt and amortization of related intangibles
and goodwill. These pro forma results have been prepared for comparative
purposes only and do not purport to be indicative of the results of operations
which would have been achieved had these acquisitions been completed as of
January 1, 1999, nor are the results indicative of the Company's future
results of operations.
<TABLE>
<CAPTION>
For the Three For the Six
Months Ended Months Ended
June 30, June 30,
----------------- -----------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues.............................. $160,051 $141,061 $293,589 $266,431
Operating income...................... $ 30,514 $ 27,941 $ 47,391 $ 46,581
Net income (loss)..................... $ 5,883 $ 4,513 $ 3,868 $ 3,594
Basic earnings (loss) per share....... $ 0.28 $ 0.28 $ 0.17 $ 0.16
Diluted earnings (loss) per share..... $ 0.20 $ 0.20 $ 0.12 $ 0.11
</TABLE>
5. Inventory
Inventory, net consists of the following, at:
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
-------- ------------
<S> <C> <C>
New equipment...................................... $21,948 $16,703
Used equipment..................................... 3,779 3,503
Contractor supplies................................ 7,149 8,577
Parts.............................................. 12,603 10,491
Reserves for excess and obsolete inventory......... (2,810) (2,258)
------- -------
$42,669 $37,016
======= =======
</TABLE>
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (in thousands)
The following table shows information derived from the Company's
consolidated statements of operations as a percentage of total revenues.
<TABLE>
<CAPTION>
Six Months
Three Months Ended Ended
June 30, June 30,
-------------------- ------------
2000 1999 2000 1999
--------- --------- ----- -----
<S> <C> <C> <C> <C>
Rental revenues............................ 74.3% 71.9% 74.2% 70.4%
Rental equipment sales..................... 5.2 5.8 5.2 6.7
New equipment sales and other.............. 20.5 22.3 20.6 22.9
--------- --------- ----- -----
Total revenues............................. 100.0 100.0 100.0 100.0
Cost of revenues........................... 57.2 56.4 58.6 57.9
--------- --------- ----- -----
Gross profit............................... 42.8 43.6 41.4 42.1
Selling, general and administrative
expenses.................................. 19.5 18.4 20.8 19.4
Non-rental depreciation and amortization... 4.2 3.9 4.6 3.8
--------- --------- ----- -----
Operating income........................... 19.1 21.3 16.0 18.9
Other income, net.......................... 0.0 0.4 0.1 0.3
Interest expense, net...................... 12.9 12.4 13.6 13.3
--------- --------- ----- -----
Income before income taxes................. 6.2 9.3 2.3 5.9
Income tax expense......................... 2.5 3.9 0.9 2.5
--------- --------- ----- -----
Net income................................. 3.7% 5.4% 1.4% 3.4%
</TABLE>
Results of Operations
The Company's consolidated financial statements cover the three and six
months ended June 30, 2000 and 1999. Comparisons of the Company's results for
these periods are significantly impacted by the fact that the Company
completed nineteen acquisitions at different times during 1999, with seven
completed during the first six months of the year. Three additional
acquisitions were completed during the first six months of 2000. The results
of operations of the businesses acquired in these acquisitions are included in
the Company's financial statements only from their respective dates of
acquisition. Due to the seasonality which impacts a significant portion of the
Company's locations, the second and third quarters of the year are typically
the most active quarters for the Company.
Results of Operations for the Three and Six Months Ended June 30, 2000 and
1999
Revenues. Total revenues increased to $158,712 for the three months ended
June 30, 2000 from $109,843 for the three months ended June 30, 1999. Rental
revenues increased to $117,860 from $78,927. The increases were primarily the
result of the acquisition of additional businesses after the second quarter of
1999 as well as the inclusion in 2000 of a full quarter's results for the
businesses acquired in the second quarter of 1999. The increase is also
related to strong industry demand resulting in same store rental revenue
growth of 17%. Similarly, total revenues increased to $293,010 for the six
months ended June 30, 2000 from $197,375 for the six months ended June 30,
1999.
Gross Profit. Gross profit increased to $67,965 for the three months ended
June 30, 2000 from $47,864 for the three months ended June 30, 1999 and to
$121,300 for the six months ended June 30, 2000 from $83,102 for the six
months ended June 30, 1999. Gross margins decreased to 42.8% from 43.6% and to
41.1% from 42.1% during these respective periods. The decreases in gross
margins are primarily due to the effect of increased costs relating to 24
start-up locations over the past 18 months.
8
<PAGE>
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased to $30,879 for the three months ended June
30, 2000 from $20,173 for the three months ended June 30, 1999 and to $61,055
for the six months ended June 30, 2000 from $38,236 for the six months ended
June 30, 1999. As a percentage of total revenues, selling, general and
administrative expenses increased to 19.5% from 18.4% and to 20.8% from 19.4%
during these respective periods. These increases are primarily the result of
the acquisitions in 1999 that have higher fixed costs as a percentage of
revenues than the Company and the result of higher costs associated with the
start-up locations.
Non-rental Depreciation and Amortization. Non-rental depreciation and
amortization increased to $6,733 for the three months ended June 30, 2000 from
$4,272 for the three months ended June 30, 1999 and to $13,579 for the six
months ended June 30, 2000 from $7,573 for the six months ended June 30, 1999.
These increases were due to increased amortization expense from the
acquisition of additional businesses.
Interest Expense, net. Interest expense, net, increased to $20,630 for the
three months ended June 30, 2000 from $13,612 for the three months ended June
30, 1999 and to $40,112 for the six months ended June 30, 2000 from $26,334
for the six months ended June 30, 1999. These increases were due to additional
debt necessary to complete the acquisition of businesses during 1999.
Liquidity and Capital Resources
The Company's primary capital requirements are for the purchasing of new
rental equipment and for acquisitions. The Company's other capital
expenditures include buying vehicles used for delivery and maintenance, and
for property, plant and equipment. The Company purchases rental equipment
throughout the year to replace equipment that has been sold as well as to
maintain adequate levels of equipment to meet existing and new customer needs.
Rental fleet purchases for the Company were $120,188 and $98,021 in the first
six months of 2000 and 1999, respectively. The Company has substantially
completed its capital expenditure program for this year.
For the six months ended June 30, 2000 and 1999, the Company's net cash
provided by operations was $38,737 and $14,182, respectively. The increase in
2000 was due primarily to higher earnings before depreciation and
amortization. For the six months ended June 30, 2000 and 1999, the Company's
net cash used in investing activities was $108,459 and $186,279, respectively.
Net cash used in investing activities consists primarily of expenditures for
new acquisitions and purchases of rental equipment and property and equipment.
The decrease in 2000 was due primarily to reduced acquisition activity. For
the six months ended June 30, 2000 and 1999, the Company's net cash provided
by financing activities was $37,424 and $172,231, respectively. Net cash
provided by financing activities consists primarily of borrowings, net of
repayments, under the Company's credit facility and was lower in 2000 due to
reduced acquisition spending and the Company's purchase of treasury shares
under its stock repurchase program during the six months ended June 30, 2000.
The Company's credit facility provides for a $100,000 term loan and a
revolving credit facility up to a maximum of $650,000 (subject to availability
based on certain financial tests including a borrowing base) to meet
acquisition needs, purchase rental equipment as well as seasonal working
capital and general corporate requirements. As of June 30, 2000, $631,000 was
outstanding under the credit facility. Based upon the available borrowing base
at June 30, 2000, the Company had $104,693 available on the revolving credit
facility loan and up to $119,000 if the incremental borrowings were used to
purchase rental equipment. The Company believes that its credit facility,
together with funds generated by operations, will provide the Company with
sufficient liquidity and capital resources in the near-term to finance its
operations and pursue its business strategy, including acquisitions. Over the
long-term, the Company will need additional financing to continue its
acquisition strategy.
General Economic Conditions, Inflation and Seasonality
The Company's operating results may be adversely affected by 1) changes in
general economic conditions, including changes in construction and industrial
activity, or increases in interest rates or 2) adverse weather
9
<PAGE>
conditions that may temporarily decrease construction and industrial activity
in a particular geographic area. Although the Company cannot accurately
anticipate the effect of inflation on its operations, management believes this
has not had a material impact on the Company's results of operations and is
not likely to in the foreseeable future.
The Company's revenues and operating results fluctuate due to the seasonal
nature of the industry in which the Company operates. This is more apparent in
the current year-to-date results because of the more seasonal nature of
businesses acquired during 1999 and the rental patterns of customers in its
new geographical regions (with rental activity tending to be lower in winter).
Recently Issued Accounting Pronouncements
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities," requires an entity to
recognize all derivatives as either assets or liabilities in its statement of
financial position, and measure those instruments at fair value. The
accounting for changes in the fair value of a derivative depends on the
intended use of the derivative and the resulting designation. An entity that
elects to apply hedge accounting is required to establish at the inception of
the hedge the method it will use for assessing the effectiveness of the
hedging derivative, and the measurement approach for determining the
ineffective aspect of the hedge. Those methods must be consistent with the
entity's approach to managing risk. SFAS No. 133 is effective for the
Company's fiscal quarter beginning January 1, 2001. The Company has not yet
determined the impact the new statement may have on the consolidated financial
statements.
Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition," provides
guidance on the recognition, presentation and disclosure of revenue in
financial statements filed with the Securities and Exchange Commission. The
SAB is effective for the Company's quarter beginning October 1, 2000. The
Company has evaluated the relevant revenue recognition criteria discussed in
this SAB and believes it should not have an impact on the Company's current
accounting policies.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's credit facility provides the Company with a $100 million term
loan and permits the Company to borrow up to an additional $650 million of
revolving loans provided that certain conditions and financial tests are met,
subject to a borrowing base. Borrowings under the credit facility bear
interest, at the Company's option, at a specified base rate or eurodollar rate
plus the applicable borrowing margin. At July 31, 2000, the Company had total
borrowings under the revolving facility and the term loan of $637 million,
$487 million of which was subject to interest rate risk. Each 1.0% increase in
interest rates on the unhedged variable rate debt would affect pretax earnings
by approximately $4.9 million.
The Company uses interest rate swap contracts to hedge the impact of
interest rate fluctuations on certain variable rate debt. The Company does not
hold or issue derivative financial instruments for trading or speculative
purposes. The interest rate swap fixes the interest rate at 4.51% on $150
million of variable rate debt through October 23, 2000. The interest
differential is paid or received on a monthly basis and recognized currently
as a component of interest expense. The counterparty to the swap is a major
financial institution and management believes that the risk of incurring
credit losses is remote.
Forward Looking Statements
Note: This document contains forward-looking statements as encouraged by the
Private Securities Litigation Reform Act of 1995. All statements contained in
this document, other than historical information, are forward-looking
statements. These statements represent management's current judgement on what
the future holds. A variety of factors could cause business conditions and the
Company's actual results to differ materially from those expected by the
Company or expressed in the Company's forward-looking statements. These
factors include, without limitation, the Company's ability to successfully
integrate acquired businesses; changes in
10
<PAGE>
market price or market demand; loss of business from customers; unanticipated
expenses; changes in financial markets; and other factors discussed in the
Company's filings with the Securities and Exchange Commission.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its annual shareholders meeting on May 26, 2000. See
Exhibit 22.1 for a report of the voting on the matters considered at the
meeting.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
See Index of Exhibits on page 13. The Company did not file any Current
Reports on Form 8-K for the quarterly period ended June 30, 2000.
11
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on August 11, 2000.
National Equipment Services, Inc.
/s/ Dennis O'Connor
By: _________________________________
Dennis O'Connor
Chief Financial Officer
Form 10-Q: For the quarter ended June 30, 2000.
12
<PAGE>
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------- -----------------------
<C> <S> <C>
11.1 Statement re Computation of Per Share Earnings. Not required
because the relevant computations can be clearly determined from
the material contained in the financial statements included
herein.
21.1 Subsidiaries of the Company.(1)
22.1 Certificate and Report of Inspector of Election.
27.1 Financial Data Schedule.
</TABLE>
--------
(1) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 2000 (File No. 001-14163).
13
