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 NOVEMBER 30, 2000
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 January 8, 2001 registrant had 24,384,849 shares of common stock
outstanding.
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ELECTRO RENT CORPORATION
FORM 10-Q
NOVEMBER 30, 2000
TABLE OF CONTENTS
Page
Part I: FINANCIAL INFORMATION
Item 1. Condensed Consolidated Statements of Income for the Six
Months Ended November 30, 2000 and November 30, 1999 3
Condensed Consolidated Balance Sheets at
November 30, 2000 and May 31, 2000 4
Condensed Consolidated Statements of Cash Flows for the
Six Months Ended November 30, 2000 and November 30, 1999 5
Notes to Condensed Consolidated Financial Statements 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 11
Part II: OTHER INFORMATION 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 12
NOTE ON FORWARD LOOKING STATEMENTS
The Company believes that certain statements herein constitute
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
and the Company intends that such forward-looking statements be subject to the
safe harbors created thereby. The words and phrases "looking ahead," "we are
confident," "should be," "will be," predicted," "believe," "expect" and
"anticipate" and similar expressions identify forward-looking statements.
These forward-looking statements reflect the Company's current views with
respect to future events and financial performance, but are subject to many
uncertainties and factors relating to the Company's operations and business
environment which may cause the actual results of the Company to be materially
different from any future results expressed or implied by such forward-looking
statements. Examples of such uncertainties include, but are not limited to,
those risk factors set forth generally throughout the sections entitled
Management's Discussion and Analysis of Financial Condition and Results of
Operations" and specifically under "Risk Factors" and should be read in
conjunction with the Company's Annual Report on Form 10-K for the year ended
May 31, 2000.
<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 Six Months Ended
November 30, November 30,
2000 1999 2000 1999
-------- -------- --------- ---------
<S> <C> <C> <C> <C>
Revenues:
Rentals and leases 46,344 $ 52,025 $ 92,368 $ 104,565
Sales of equipment
and other revenues 8,173 9,440 19,482 19,653
-------- -------- --------- ---------
Total revenues 54,517 61,465 111,850 124,218
-------- -------- --------- ---------
Costs and expenses:
Depreciation of equipment 18,640 25,233 37,646 50,276
Costs of revenues other
than depreciation 5,941 7,820 13,188 16,492
Selling, general and
administrative expenses 15,743 17,011 32,049 33,937
Interest 173 1,555 608 3,242
-------- -------- --------- ---------
Total costs and expenses 40,497 51,619 83,491 103,947
-------- -------- --------- ---------
Income before income taxes 14,020 9,846 28,359 20,271
Income taxes 5,328 3,741 10,777 7,702
-------- -------- --------- ---------
Net income 8,692 $ 6,105 $ 17,582 $ 12,569
======== ======== ========= =========
Earnings per share:
Basic 0.36 $ 0.25 $ 0.72 $ 0.51
Diluted 0.35 $ 0.24 $ 0.71 $ 0.50
Average shares used in
per share calculation:
Basic 24,357 24,536 24,373 24,510
Diluted 24,705 24,975 24,710 24,967
<FN>
See accompanying notes to
condensed consolidated financial statements.
Page 3
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</TABLE>
<TABLE>
ELECTRO RENT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) (000 omitted)
ASSETS
<CAPTION>
November 30, May 31,
2000 2000
--------- ---------
<S> <C> <C>
Cash and cash equivalents $ 3,445 $ 1,605
Accounts receivable, net
of allowance for doubtful accounts 32,256 29,862
Rental and lease equipment, net
of accumulated depreciation 179,755 190,107
Other property, net of accumulated
depreciation and amortization 19,772 20,608
Goodwill and intangibles, net of amortization 58,824 59,719
Other 4,232 4,534
--------- ---------
$ 298,284 $ 306,435
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Bank borrowings $ - $ 21,800
Accounts payable 21,920 22,635
Accrued expenses 24,420 24,921
Deferred income taxes 15,521 15,414
--------- ---------
Total liabilities 61,861 84,770
--------- ---------
Shareholders' equity:
Common stock 11,296 11,139
Retained earnings 225,127 210,526
--------- ---------
Total shareholders' equity 236,423 221,665
--------- ---------
$ 298,284 $ 306,435
========= =========
<FN>
See accompanying notes to
condensed consolidated financial statements.
</TABLE>
Page 4
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ELECTRO RENT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (000 omitted)
<TABLE>
<CAPTION>
Six Months Ended
November 30,
2000 1999
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 17,582 $ 12,569
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 39,982 52,749
Provision for losses on accounts receivable 1,267 593
Gain on sale of equipment (6,106) (2,996)
Change in operating assets and liabilities:
(Increase) decrease in accounts receivable (3,661) 7,269
Increase in other assets (56) (609)
Increase (decrease) in accounts payable 938 (2,354)
Decrease in accrued expenses (501) (3,141)
Increase in deferred income taxes 107 76
--------- ---------
Net cash provided by operating activities 49,552 64,156
--------- ---------
Cash flows from investing activities:
Proceeds from sale of equipment 16,783 17,087
Payments for purchase of rental and lease equipment (39,657) (45,395)
Payments for purchase of other property (214) (218)
--------- ---------
Net cash used in investing activities (23,088) (28,526)
--------- ---------
Cash flows from financing activities:
Decrease in short-term bank borrowings (21,800) (39,100)
Proceeds from issuance of common stock 157 295
Payment for repurchase of common stock (2,981) -
--------- ---------
Net cash used in financing activities (24,624) (38,805)
--------- ---------
Net increase (decrease) in cash and cash equivalents 1,840 (3,175)
Cash and cash equivalents at beginning of period 1,605 4,039
--------- ---------
Cash and cash equivalents at end of period $ 3,445 $ 864
========= =========
<FN>
See accompanying notes to
condensed consolidated financial statements.
</TABLE>
Page 5
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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 six month periods ended November 30, 2000 and
November 30, 1999 was $219,000 and $2,960,000, respectively. Total income
taxes paid during the six month period ended November 30, 2000 were
$11,383,000 compared to $11,215,000 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 $21,600,000 and $19,947,000 as of
November 30, 2000 and May 31, 2000, respectively, and $19,173,000 and
$14,977,000 as of November 30, 1999 and May 31, 1999, 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 November
30, 2000 investment in sales-type leases of $1,274,000 net of deferred
interest of $64,000 is included in other assets. Interest income is
recognized over the life of the lease using the interest method.
Note 5 -- Subsequent Event - Acquisition Purchase Price Settlement
----------------------------
On December 13, 2000, the Company entered into a settlement agreement to fully
resolve its closing balance sheet and purchase price disagreements with GE
Capital Technology Management Services ("TMS"), regarding the Company's
acquisition of the TMS computer and test and measurement equipment rental
business. The Company received the related settlement payment of $20.8
million on December 14, 2000.
On November 14, 1997, the Company acquired the TMS business for a purchase
price of approximately $240.8 million. The acquisition was accounted for as a
purchase and, accordingly, the acquired assets and assumed liabilities were
recorded at their estimated fair value at the date of the acquisition. The
purchase price exceeded the fair market value of net assets acquired resulting
in goodwill of approximately $59.6 million.
The TMS acquisition agreement included provisions for a reduction in the
purchase price paid by the Company in the event there were objections to the
TMS closing date balance sheet. The Company's objections were subject to
resolution as set forth in the TMS acquisition agreement and were the subject
of on-going discussions between the parties. When recording the fair value of
net assets acquired in fiscal 1998, the Company reduced the recorded amounts
of certain assets included in the Company's objections, thereby increasing
goodwill. Consequently, the settlement related to these objections is
expected to reduce goodwill.
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 November 30, 2000 and the results of operations for the six month period
ended November 30, 2000. This discussion should be read in conjunction with
the Management's Discussion and Analysis section included in the Company's
2000 Annual Report on Form 10-K (pages 13-15) to which the reader is directed
for additional information.
Results of Operations
----------------------------
Comparison of Three Months Ended November 30, 2000 and November 30, 1999
Total revenues for the three months ended November 30, 2000 decreased 11.4% to
$54.5 million from $61.5 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, but partially offset by continuing
improvement of test and measurement equipment rentals in the
telecommunications segment. Rental and lease revenues decreased 11.0% to
$46.3 million, largely for the reasons noted above, and sales of equipment and
other revenues decreased 12.8% to $8.2 million.
Depreciation of equipment decreased from 48.5% of rental and lease revenues in
the second quarter of fiscal 2000 to 40.2% of rental and lease revenues in the
second quarter of fiscal 2001. This decrease is primarily due to a large
portion of computers acquired from TMS in fiscal 1998 becoming fully
depreciated in the last half of fiscal 2000. The 26.1% decline in
depreciation from the prior year period more than offset the 11.0% decline in
rental and lease revenue noted above. PC equipment utilization continued a
steady decline to its lowest level since the TMS acquisition, while T&M
equipment utilization reached its highest level since the acquisition.
Costs of revenues other than depreciation primarily includes the cost of
equipment sales, which decreased from 80.7% of equipment sales in the second
quarter of fiscal 2000 to 70.9% of equipment sales in the second quarter of
fiscal 2001. This cost ratio decrease primarily results from the sale of
equipment that is generally more depreciated than in the prior fiscal year.
Selling, general and administrative expenses totaled $15.7 million for the
second quarter of fiscal 2001, or 28.9% of revenues, as compared to $17.0
million, or 27.7% of revenues, for the second quarter of fiscal 2000. This
expense ratio increase reflects an 11.4% decline in total revenues, compared
with a 7.5% decline in SG&A which resulted from a reduction in personnel and
the closing of certain locations.
As a result of the changes in revenues, operating costs and expenses discussed
above, earnings before interest and taxes were $14.2 million or 26.0% of total
revenues in the second quarter of fiscal 2001 compared to $11.4 million or
18.5% of total revenues in the second quarter of fiscal 2000.
Interest expense decreased to $.2 million in the second quarter of fiscal
2001 from $1.6 million in the second quarter of fiscal 2000. This decrease is
primarily due to a reduction of the Company's loans with various banks from
$68.4 million at November 30, 1999 to zero at November 30, 2000.
Comparison of Six Months Ended November 30, 2000 and November 30, 1999
Total revenues for the six months ended November 30, 2000 decreased 9.9% to
$111.9 million from $124.2 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, but partially offset by continuing
improvement of test and measurement equipment rentals in the
telecommunications segment. Rental and lease revenues decreased 11.7% to
$92.4 million, largely for the reasons noted above, and sales of equipment and
other revenues decreased 1.0% to $19.5 million.
Depreciation of equipment decreased from 48.1% of rental and lease revenues in
the first half of fiscal 2000 to 40.8% of rental and lease revenues in the
first half of fiscal 2001. This decrease is primarily due to a large portion
of computers acquired from TMS in fiscal 1998 becoming fully depreciated in
the last half of fiscal 2000.
Costs of revenues other than depreciation primarily includes the cost of
equipment sales, which decreased from 82.5% of equipment sales in the first
half of fiscal 2000 to 63.6% of equipment sales in the first half of fiscal
2001. This cost ratio decrease primarily results from the sale of equipment
that is generally more depreciated than in the prior fiscal year and several
non-recurring customer settlements.
Selling, general and administrative expenses totaled $32.0 million for the
first half of fiscal 2001, or 28.7% of revenues, as compared to $33.9 million,
or 27.3% of revenues, for the first half of fiscal 2000. This expense ratio
increase reflects the 9.9% decline in total revenues, compared with a 5.6%
decline in SG&A which resulted from a reduction in personnel and the closing
of certain locations.
As a result of the changes in revenues, operating costs and expenses discussed
above, earnings before interest and taxes were $29.0 million or 25.9% of total
revenues in the first half of fiscal 2001 compared to $23.5 million or
18.9% of total revenues in the first half of fiscal 2000.
Interest expense decreased to $.6 million in the first half of fiscal
2001 from $3.2 million in the first half of fiscal 2000. This decrease is
primarily due to a reduction of the Company's loans with various banks from
$68.4 million at November 30, 1999 to zero at November 30, 2000.
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. However,
during the first half of fiscal 2001, purchases of equipment continued to be
made to support some areas of growth for both personal computers and test and
measurement equipment, and to keep the equipment pool technologically
up-to-date. Cash and cash equivalents are likely to continue to accumulate,
unless the Company decides to buy back additional shares, finance an
acquisition, or pursue other opportunities.
During the six months ended November 30, 2000 and November 30, 1999 net cash
provided by operating activities was $49.6 million and $64.2 million,
respectively. The decrease in fiscal 2001 results mostly from lower
depreciation and an increase in accounts receivable. During the six months
ended November 30, 2000 and November 30, 1999 net cash used in investing
activities was $23.1 million and $28.5 million, respectively. This decrease
is primarily attributable to a lower level of payments for equipment
purchases, primarily in the data processing area. During the first six
months of fiscal 2001 net cash used in financing activities was $24.6 million,
compared to $38.8 million in the first six months of fiscal 2000, reflecting a
decline in repayments of bank borrowings, partially offset by the repurchase
of $3.0 million of the Company common stock in June 2000.
On November 14, 2000, the Company's previous revolving line of credit expired.
On December 1, 2000, the Company entered into a agreement with a bank to
provide a new revolving line of credit for $25.0 million, subject to certain
restrictions, to meet equipment acquisition needs as well as working capital
and general corporate requirements. The Company had no borrowings outstanding
at November 30, 2000.
Risk Factors
The following risks should be considered in evaluating the Company's
business and securities. These matters should be considered along with the
other information included in this Quarterly Report on Form 10-Q and in
the Company's Annual Report on Form 10-K for the year ended May 31, 2000.
Operating results are subject to quarterly fluctuations
The Company's operating results are subject to quarterly fluctuations
resulting from a variety of factors, including remarketing activities, product
announcements by manufacturers, economic conditions and variations in the
financial mix of new rentals and leases. The financial mix of new rentals and
leases is a result of a combination of factors, including, but not limited to,
changes in customer demands and/or requirements, new product announcements,
price changes, changes in delivery dates, changes in maintenance policies and
the pricing policies of equipment manufacturers, and price competition from
other rental, leasing and finance companies.
The Company's growth strategy depends on product and market development
The markets for the Company's products are characterized by rapidly changing
technology, evolving industry standards, and declining prices of personal
computers. The Company's operating results will depend to a significant
extent on its ability to continue to introduce new services and to control
and/or reduce costs on existing services. The success of these and other new
offerings is dependent on several factors, including proper identification of
customer needs, cost, timely completion and introduction, differentiation from
offerings of the Company's competitors and market acceptance.
The Company's success depends in part on anticipating and adapting to new
technological developments and changing market conditions
The market for rental and leasing services is characterized by rapid
technological developments, evolving customer demands and frequent new product
announcements and enhancements. Failure to anticipate or adapt to new
technological developments or to recognize changing market conditions could
adversely affect the Company's business, including its rental and leasing
volume, revenue and earnings contribution.
The Company's growth strategy depends in part on the Internet consulting
services and communications industries. If those industries do poorly,
the Company's business and financial results may suffer
The emergence of Internet consulting services and the communications market
(facilities-based broadband communications companies, Internet Service
Providers and other telecommunications carriers) and the growth of broadband
networks, provides the Company with industries in which rental and leasing is
an attractive alternative to ownership. Some clients of the Company's
Internet consulting services customers and some of the Company's
communications equipment customers are companies with accumulated net deficits
and extensive liquidity requirements. To the extent that these companies are
unable to meet their business plans, or unable to obtain funding or funding at
reasonable rates to complete their business plans, there could be an increase
in the Company's credit losses above historical levels.
Economic conditions and other factors may negatively impact the Company's
operations
With respect to economic conditions, a recession can cause customers to put
off new investments and increase the Company's bad debt experience.
Other uncertainties include continued business conditions, competition,
including competition from other technology service providers, reductions in
technology budgets and related spending plans and price competition from other
technology service providers.
Due to all of the foregoing factors, in some future quarter the Company's
operating results may fall below the expectations of securities analysts and
investors. In such an event, the trading price of the Company's common stock
would likely be materially and adversely affected.
Item 3. Qualitative And Quantitative Disclosures About Market Risk
--------------------------------------------------------------------
The Company's primary market risk exposure historically has been 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 currently has no borrowings or derivative financial instruments
outstanding.
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.
<PAGE>
Part II. OTHER INFORMATION
----------------------------
Item 6. Exhibits and Reports on Form 8-K
-------------------------------------------
(b) Reports of Form 8-K
The Company filed one (1) report on Form 8-K dated December 13, 2000. On that
date, Electro Rent Corporation issued a press release announcing that it will
receive $20.8 million to fully resolve its closing balance sheet and purchase
price disagreements with GE Capital Technology Management Services, regarding
Electro Rent's acquisition of the TMS computer and test and measurement
equipment rental business.
<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: January 11, 2000 /s/ Craig R. Jones
Craig R. Jones
Vice President and
Chief Financial Officer
Page 13
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