SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED AUGUST 31, 1999
COMMISSION FILE NUMBER 0-9061
ELECTRO RENT CORPORATION
Exact name of registrant as specified in its charter
CALIFORNIA 95-2412961
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6060 SEPULVEDA BOULEVARD
VAN NUYS, CALIFORNIA 91411-2501
(Address of principal executive offices) (Zip code)
(818) 786-2525
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X NO
At October 7, 1999 registrant had 24,504,063 shares of common stock
outstanding.
<PAGE>
ELECTRO RENT CORPORATION
FORM 10-Q
AUGUST 31, 1999
TABLE OF CONTENTS
Page
Part I: FINANCIAL INFORMATION
Condensed Consolidated Statements of Income for the Three Months
Ended August 31, 1999 and 1998 3
Condensed Consolidated Balance Sheets at
August 31, 1999 and May 31, 1999 4
Condensed Consolidated Statements of Cash Flows for the
Three Months Ended August 31, 1999 and 1998 5
Notes to Condensed Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II: OTHER INFORMATION 12
SIGNATURES 13
Page 2
<PAGE>
<TABLE>
Part I. FINANCIAL INFORMATION
- -----------------------------------
Item 1. Financial Statements
ELECTRO RENT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) (000 omitted except per share data)
<CAPTION>
Three Months Ended
August 31
1999 1998
--------- ---------
<S> <C> <C>
Revenues:
Rentals and leases $ 52,540 $ 62,166
Sales of equipment
and other revenues 10,213 10,435
--------- ---------
Total revenues 62,753 72,601
--------- ---------
Costs and expenses:
Depreciation of equipment 25,043 27,139
Costs of revenues other
than depreciation 8,672 12,091
Selling, general and
administrative expenses 16,926 23,160
Interest 1,687 3,853
--------- ---------
Total costs and expenses 52,328 66,243
--------- ---------
Income before income taxes 10,425 6,358
Income taxes 3,961 2,607
--------- ---------
Net income $ 6,464 $ 3,751
========= =========
Earnings per share:
Basic $ 0.26 $ 0.15
Diluted $ 0.26 $ 0.15
Average shares used in
per share calculation:
Basic 24,484 24,418
Diluted 24,960 25,225
<FN>
See accompanying notes to
condensed consolidated financial statements.
Page 3
<PAGE>
</TABLE>
<TABLE>
ELECTRO RENT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) (000 omitted)
ASSETS
<CAPTION>
August 31, May 31,
1999 1999
--------- ---------
<S> <C> <C>
Cash $ 444 $ 4,039
Accounts receivable, net
of allowance for doubtful accounts 40,465 45,874
Rental and lease equipment, net
of accumulated depreciation 224,770 229,317
Other property, net of accumulated
depreciation and amortization 22,125 22,651
Goodwill and intangibles, net of amortization 61,031 61,469
Other 5,354 5,358
--------- ---------
$ 354,189 $ 368,708
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Bank borrowings $ 79,400 $ 107,500
Accounts payable 29,108 21,555
Accrued expenses 26,173 26,725
Deferred income taxes 16,793 16,754
--------- ---------
Total liabilities 151,474 172,534
--------- ---------
Shareholders' equity:
Common stock 10,587 10,510
Retained earnings 192,128 185,664
--------- ---------
Total shareholders' equity 202,715 196,174
--------- ---------
$ 354,189 $ 368,708
========= =========
<FN>
See accompanying notes to
condensed consolidated financial statements.
</TABLE>
Page 4
<PAGE>
ELECTRO RENT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (000 omitted)
<TABLE>
<CAPTION>
Three Months Ended
August 31,
1999 1998
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 6,464 $ 3,751
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 26,088 28,418
Provision for losses on accounts receivable 254 810
(Gain) loss on sale of equipment (1,427) 727
Change in operating assets and liabilities:
Decrease in accounts receivable 5,155 3,705
Decrease in other assets 4 126
Decrease in accounts payable (2,596) (144)
Decrease in accrued expenses (552) (1,002)
Increase (decrease) in deferred income taxes 39 (78)
--------- ---------
Net cash provided by operating activities 33,429 36,313
--------- ---------
Cash flows from investing activities:
Proceeds from sale of equipment 8,960 9,319
Payments for purchase of rental and lease equipment (17,634) (21,836)
Payments for purchase of other property (327) (274)
--------- ---------
Net cash used in investing activities (9,001) (12,791)
--------- ---------
Cash flows from financing activities:
Decrease in short-term bank borrowings (28,100) (24,800)
Proceeds from issuance of common stock 77 39
--------- ---------
Net cash used in financing activities (28,023) (24,761)
--------- ---------
Net decrease in cash (3,595) (1,239)
Cash at beginning of period 4,039 2,281
--------- ---------
Cash at end of period $ 444 $ 1,042
========= =========
<FN>
See accompanying notes to
condensed consolidated financial statements.
</TABLE>
Page 5
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 -- Basis of Presentation
- -----------------------------------
The unaudited consolidated financial statements are condensed and do not
contain all information required by generally accepted accounting principles
to be included in a full set of financial statements. The condensed
consolidated financial statements include Electro Rent Corporation and the
accounts of its wholly owned subsidiaries.
All intercompany balances and transactions have been eliminated. The
information furnished reflects all adjustments which are, in the opinion of
management, necessary to a fair statement of the financial position and the
results of operations of the Company. All such adjustments are of a normal
recurring nature.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Note 2 -- Interest and Income Taxes Paid
- -------------------------------------------
Total interest paid during the three month periods ended August 31, 1999
and 1998 was $1,536,000 and $4,287,000, respectively. Total income taxes paid
during the three month period ended August 31, 1999 were $3,901,000 compared
to $1,086,000 during the same period in the prior year. Interest and income
taxes paid will vary from amounts recorded in the financial statements.
Note 3 -- Noncash Investing and Financing Activities
- -------------------------------------------------------
The Company acquired equipment totaling $25,126,000 and $14,977,000 as
of August 31, 1999 and May 31, 1999, respectively, and $19,270,000 and
$19,231,000 as of August 31, 1998 and May 31, 1998, respectively, payable
during subsequent quarters.
Note 4 -- Capital Leases
- ----------------------------
The Company has certain customer leases providing bargain purchase
options with a portion of lease revenue deferred until option exercise. At
August 31, 1999 investment in sales-type leases of $1,232,000 net of deferred
interest of $80,000 is included in other assets. Interest income is
recognized over the life of the lease using the interest method.
Note 5 -- Derivative Positions
- ----------------------------
The Company has entered into interest rate protection agreements. The
Company's exposure under these agreements is limited to the impact of variable
interest rate fluctuations and the periodic settlement of amounts due under
these agreements if the other parties fail to perform. The Company does not
anticipate nonperformance by the counterparties, which are major financial
institutions.
The following interest rate protection agreements were held as of August
31, 1999 (in thousands, except percentages):
<TABLE>
Notional Interest
Description Amount Expiration Dates Rate
<S> <C> <C> <C>
Interest rate cap agreement $ 25,000 December 1999 7.000%
Interest rate cap agreement 25,000 December 1999 7.000%
Interest rate cap agreement 25,000 December 1999 7.000%
Interest rate swap agreement 25,000 December 2000 5.939%
--------
$ 100,000
</TABLE> --------
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion addresses the financial condition of the Company as
of August 31, 1999 and the results of operations for the three month periods
ended August 31, 1999 and 1998. This discussion should be read in
conjunction with the Management's Discussion and Analysis section included in
the Company's Annual Report on Form 10-K (pages 15-18) to which the reader is
directed for additional information.
Results of Operations
Comparison of Three Months Ended August 31, 1999 and 1998
Total revenues for the three months ended August 31, 1999 decreased 13.6% to
$62.8 million from $72.6 million, primarily as a result of continuing
attrition of the TMS business acquired in November 1997 and a generally weak
PC market during the last twelve months. Rental and lease revenues decreased
15.5% to $52.5 million and sales of equipment and other revenues decreased
2.1% to $10.2 million, largely for the reasons noted above.
Depreciation of equipment increased from 43.7% of rental and lease revenues in
the first quarter of fiscal 1999 to 47.7% of rental and lease revenues in the
first quarter of fiscal 2000. This increase is primarily due to lower
personal computer utilization and an acceleration of depreciation for personal
computers which was implemented at the beginning of fiscal 1999.
Costs of revenues other than depreciation primarily includes the cost of
equipment sales, which decreased from 107.8% of equipment sales in the first
quarter of fiscal 1999 to 84.1% of equipment sales in the first quarter of
fiscal 2000. This decrease is primarily attributable to a more normal sale
activity for the current quarter.
Selling, general and administrative expenses totaled $16.9 million for the
first quarter of fiscal 2000, or 27.0% of revenues, as compared to $23.2
million, or 31.9% of revenues, for the first quarter of fiscal 1999. This
decrease of the expense ratio reflects revenue declines experienced during the
last twelve months, which were offset in greater proportion by cost savings
resulting from the integration of TMS, including the elimination of redundant
functions and facilities.
As a result of the changes in revenues, operating costs and expenses discussed
above, earnings before interest and taxes were $12.1 million or 19.3% of total
revenues in the first quarter of fiscal 2000 compared to $10.2 million or
14.1% of total revenues in the first quarter of fiscal 1999.
Interest expense decreased to $1.7 million in the first quarter of fiscal 2000
from $3.9 million in the first quarter of fiscal 1999. This decrease is
primarily due to a reduction of the Company's loans with various banks from
$202.1 million at August 31, 1998 to $79.4 million at August 31, 1999.
Liquidity and Capital Resources
The Company's primary capital requirements are purchases of rental and lease
equipment and debt service. The Company purchases equipment throughout each
year to replace equipment which has been sold and to maintain adequate levels
of rental equipment to meet existing and new customer needs. The market for
personal computers has declined during the last twelve months and this has
been reflected in lower purchases of equipment. However, during the first
quarter of fiscal 2000, increased purchases of equipment were made to support
some areas of growth for both personal computers and test and measurement
equipment. In spite of these increased purchases, bank borrowings are
expected to continue declining during fiscal 2000.
During the three months ended August 31, 1999 and 1998 net cash provided by
operating activities was $33.4 million and $36.3 million, respectively. The
decrease in fiscal 2000 results primarily from a decrease in depreciation and
amortization and accounts payable. During the three months ended August 31,
1999 and 1998 net cash used in investing activities was $9.0 million and $12.8
million, respectively. This decrease is primarily attributable to a lower
level of payments for equipment purchases. During the first three months of
fiscal 2000 net cash used in financing activities was $28.0 million, compared
to $24.8 million in the first three months of fiscal 1999, reflecting greater
repayments of bank borrowings.
The Company has available a revolving line of credit of $110 million, subject
to certain borrowing base restrictions, to meet equipment acquisition needs as
well as working capital and general corporate requirements. The Company had
borrowings of $79.4 million under the Credit Facility at August 31, 1999.
Year 2000 Compliance
General. The computer systems issue relating to dates beyond 1999 is the
result of many computer programs being written to use and store dates with
only the last two digits of the applicable year. As a result, these programs
may assume that all two-digit dates are twentieth century dates. This could
result in system failure, anomalous system behavior or incorrect system
reporting. System failure could, in turn, temporarily affect the Company's
ability to process customer transactions, interface with vendors and engage in
similar normal business activities.
The Company has assessed how it may be impacted. The Company has
substantially completed implementation of its plan to address all known
aspects of the issue.
Software Information Systems. Software information systems consist of the
Company's base financial and operations system (internally-developed PERFECT
system), other smaller scale software applications and other programs
developed internally. All of these systems were found to be substantially
Year 2000 compliant with immaterial associated costs.
Vendor Provided Computer Hardware and Operating Systems. Vendor provided
computer hardware and operating systems include all data center equipment (Sun
Microsystems Enterprise 6000) and networks (Novell and Microsoft NT). All of
these systems were found to be substantially Year 2000 compliant with the
exception of the Sun 6000 operating system. This was upgraded with immaterial
associated costs.
Communications Systems. Communications systems include all data center
equipment and software systems used to support external communications with
customers, employees, suppliers and business partners, and all corporate
equipment and software systems used to support internal business management
communications. Corporate communications systems have been recently replaced
and/or upgraded. Each significant component of these communications systems
has been tested and all were found to be substantially Year 2000 compliant
with immaterial associated costs. The Company evaluated communications
systems at each of its field offices and made necessary replacements and/or
upgrades with immaterial associated costs.
Suppliers and Other Business Partners. This area of the plan called for all
significant suppliers and other business partners to be monitored for Year
2000 readiness. The Company is not currently aware of any single vendor or
business partner with Year 2000 compliance issues that could have a material
impact on the Company. The Company can provide no assurance that Year 2000
compliance will be successfully implemented by all of its suppliers.
Rental and Lease Equipment Pool. The Company has reviewed its rental and
lease equipment pool to determine whether its use and market value may be
materially adversely affected by the Year 2000 conversion. The Company may
encounter Year 2000 risk as a result of the Year 2000 failure of equipment
rented, leased or sold by the Company. The Company may face claims from
customers and their end users arising in connection with bodily injury,
property damage and business interruption as a result of a Year 2000 failure
in equipment provided by the Company. Based on the Company's standard rental
and lease agreements, the Company believes that it would not be liable for
such claims. However, there can be no assurance that such claims will not be
brought against the Company.
Additionally, Year 2000 may have an impact on the fair market value of the
Company's rental and lease equipment pool for which the manufacturer does not
make available a Year 2000 compliance upgrade path or in the event an
available Year 2000 upgrade is cost prohibitive relative to the market value
of the equipment. Although the Company is still in the process of evaluating
any potential Year 2000 market value risks, nothing has come to the Company's
attention that would lead it to believe that the amounts the Company will
ultimately realize would result in gross margins materially different from
current levels.
Contingency Planning. The Company has determined that a comprehensive
contingency plan is not required to address the risk of operational problems
and costs likely to result from a failure by the Company or by a supplier or
business partner to address Year 2000 readiness. The Company believes that
failure will not alone adversely affect the continuity of the core business.
The Company believes it is substantially Year 2000 compliant and that business
risks have been minimized. However, there can be no guarantee that Year 2000
compliance issues not yet identified or fully addressed will not materially
affect the Company's operations or expose it to third party liability.
Qualitative And Quantitative Market Risk Disclosures
The Company's primary market risk exposure is interest rate risk, primarily
related to its borrowings under its unsecured revolving credit facility.
However, a changing interest rate environment does not necessarily impact the
Company's margins since the effects of higher or lower borrowing costs may be
reflected in the rates on newly rented and leased assets. The Company attempts
to reduce this risk by utilizing derivative financial instruments, namely
interest rate caps and swaps, pursuant to Company policies. All derivative
financial instruments are for purposes other than trading.
The table below presents the principal (or notional) amounts of the Company's
bank borrowings and derivative financial instruments by expected maturity
dates. The table reflects expected maturities as of August 31, 1999 and does
not reflect changes which could arise after that time. There are no expected
maturities after May 31, 2001. The Company's ultimate realized gain or loss
with respect to interest rate fluctuations will depend on exposures that arise
during the respective period, the Company's hedging strategies at the time, and
actual interest rates.
<TABLE>
<CAPTION>
Year ended May 31, Fair
(in thousands except percentages) 2000 2001 Total Value
<S> <C> <C> <C>
Bank Borrowings $ 41,900 $ 37,500 $ 79,400 $ 79,400
Principal amount(a) VR% VR% VR%
Average interest rate(b)
Interest Rate CAPs
Notional amount(c) $ 75,000 $ 75,000 $ (23)
Weighted-average fixed rate(c) 7.0% 7.0%
Interest Rate SWAP
Notional amount(d) $ 25,000 25,000
Rate to be paid by the Company 5.939% 5.939%
Rate to be received by the Company 3-month 3-month
Libor Libor
</TABLE>
(a) Bank borrowings consist of the Company's unsecured revolving line of
credit, which provided for total available credit of $110.0 million at August
31, 1999. Interest on the line of credit is payable in accordance with the
applicable London Interbank Offering Rate (LIBOR) agreement or quarterly, and
accrues, at the Company's option, either at the LIBOR plus margin (as defined)
or the Base Rate (as defined).
(b) Variable Rate (VR) based on LIBOR plus margin or Base Rate as defined in
the Credit Agreement.
(c) In December 1997 the Company entered into three 2-year interest rate cap
agreements, each with a notional amount of $25.0 million and a fixed rate of
7.0%
(d) In December 1997, the Company entered into one 3-year floating rate to
fixed rate interest rate swap agreement in the notional amount of $25.0
million.
The Company is also subject to foreign currency rate risk relating to rentals
and leases denominated in Canadian dollars. The Company has determined that
hedging of these assets is not cost effective and instead attempts to minimize
currency exposure risk through working capital management. The Company does
not believe that any foreseeable change in currency rates would have a
material effect on its financial position or results of operations.
Part II. OTHER INFORMATION
- ----------------------------
Items 1. through 3.
- ----------------------------
Nothing to report.
Item 4. Submission of Matters to a Vote of Security Holders
(a) On October 7, 1999, the 1999 Annual Meeting of Shareholders of
the Registrant was held. Proxies pursuant to Regulation 14A were solicited in
connection with the meeting. 22,219,014 shares were present in person or by
proxy out of a total of 24,480,813 shares issued and outstanding and eligible
to vote on the record date.
(b) The meeting involved the election of directors. The following
directors were elected by the number of affirmative votes set opposite their
respective names:
Name Number of Votes
Gerald D. Barrone 22,155,570
Nancy Y. Bekavac 22,155,570
Daniel Greenberg 22,156,217
Joseph J. Kearns 22,155,552
S. Lee Kling 22,156,070
Michael R. Peevey 22,155,859
Will Richeson, Jr. 22,155,570
William Weitzman 22,155,559
(c) Other matters submitted to a vote of security holders:
The shareholders ratified the appointment of Arthur Andersen LLP as the
registrant's independent public accountants for the current year. 22,140,621
shares were voted for, 18,249 were voted against, and 60,143 shares abstained
from voting.
Item 5.
- ----------------------------
Nothing to report.
Item 6. Exhibits and Reports on Form 8-K
- -------------------------------------------
Nothing to report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
ELECTRO RENT CORPORATION
DATED: October 7, 1999 /s/ Craig R. Jones
Craig R. Jones
Vice President and
Chief Financial Officer
Page 13
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> MAY-31-2000
<PERIOD-START> JUN-1-1999
<PERIOD-END> AUG-31-1999
<PERIOD-TYPE> 3-MOS
<CASH> 444
<SECURITIES> 0
<RECEIVABLES> 46,500
<ALLOWANCES> 6,035
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 503,939
<DEPRECIATION> 257,044
<TOTAL-ASSETS> 354,189
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 10,587
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 354,189
<SALES> 10,213
<TOTAL-REVENUES> 62,753
<CGS> 8,672
<TOTAL-COSTS> 50,641
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,687
<INCOME-PRETAX> 10,425
<INCOME-TAX> 3,961
<INCOME-CONTINUING> 6,464
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,464
<EPS-BASIC> 0.26
<EPS-DILUTED> 0.26
</TABLE>
