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, 1995 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 12, 1995 registrant had 11,800,175 shares of common stock outstanding. ELECTRO RENT CORPORATION FORM 10-Q AUGUST 31, 1995 TABLE OF CONTENTS Page Part I: FINANCIAL INFORMATION Condensed Consolidated Statements of Income for the Three Months Ended August 31, 1995 3 Condensed Consolidated Balance Sheets at August 31, 1995 and May 31, 1995 4 Condensed Consolidated Statements of Cash Flows for the Three Months Ended August 31, 1995 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 9 SIGNATURES 10 -- Page 2 -- ELECTRO RENT CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (000 omitted except per share data) Three Months Ended August 31 1995 1994 -------- -------- Revenues: Rentals and leases $ 28,613 $ 22,224 Sales of equipment and other revenues 5,748 5,564 -------- -------- Total revenues 34,361 27,788 -------- -------- Costs and expenses: Depreciation of equipment 9,696 8,067 Costs of revenues other than depreciation 5,760 4,878 Selling, general and administrative expenses 9,388 8,490 Interest 612 336 -------- -------- Total costs and expenses 25,456 21,771 -------- -------- Income before income taxes 8,905 6,017 Income taxes 3,651 2,467 -------- -------- Net income $ 5,254 $ 3,550 ======== ======== Net income per common and common equivalent share $ 0.43 $ 0.29 ======== ======== Average common and common equivalent shares outstanding 12,224 12,093 ======== ======== <FN> See accompanying notes to condensed consolidated financial statements. -- Page 3 -- ELECTRO RENT CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (000 omitted) ASSETS August 31 May 31 1995 1995 -------- -------- Cash $ 682 $ 432 Accounts receivable, net 19,161 17,600 Rental and lease equipment, net of accumulated depreciation 118,151 118,192 Other property, net of accumulated depreciation and amortization 18,583 18,703 Other 7,741 7,982 -------- -------- $ 164,318 $ 162,909 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Bank borrowings $ 31,200 $ 36,100 Accounts payable 10,422 12,302 Accrued expenses 13,712 10,342 Deferred income taxes 11,429 11,977 -------- -------- Total liabilities 66,763 70,721 -------- -------- Shareholders' equity Common stock 8,716 8,597 Retained earnings 88,791 83,543 Cumulative translation adjustment 48 48 -------- -------- Total shareholders' equity 97,555 92,188 -------- -------- $ 164,318 $ 162,909 ======== ======== <FN> See accompanying notes to condensed consolidated financial statements. -- Page 4 -- ELECTRO RENT CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (000 omitted) Three Months Ended August 31 1995 1994 -------- -------- Cash flows from operating activities: Net income $ 5,254 $ 3,550 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 10,098 8,394 Provision for losses on accounts receivable 173 83 Gain on sale of equipment (1,675) (1,447) Change in operating assets and liabilities: Increase in accounts receivable (1,734) (229) (Increase) decrease in other assets 109 (39) Decrease in accounts payable (1,318) (789) Increase in accrued expenses 3,370 2,957 Decrease in deferred income taxes (548) (913) -------- -------- Net cash provided by operating activities 13,729 11,567 -------- -------- Cash flows from investing activities: Proceeds from sale of equipment 5,247 4,983 Payments for purchase of rental and lease equipment (13,789) (13,275) Payments for purchase of other property (150) (502) -------- -------- Net cash used in investing activities (8,692) (8,794) -------- -------- Cash flows from financing activities: Decrease in short-term bank borrowings (4,900) (4,000) Proceeds from issuance of common stock 119 14 Payments for repurchase of common stock (6) - -------- -------- Net cash used in financing activities (4,787) (3,986) -------- -------- Net increase (decrease) in cash 250 (1,213) Cash at beginning of period 432 1,613 -------- -------- Cash at end of period $ 682 $ 400 ======== ======== <FN> See accompanying notes to condensed consolidated financial statements. -- Page 5 -- 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. Note 2 -- Net Income Per Common and Common Equivalent Share - ----------------------------------- Earnings per share were computed based on the weighted average number of common and common equivalent shares outstanding of 12,224,000 and 12,093,000 for the three month periods ended August 31, 1995 and August 31, 1994. On July 13, 1995 the Board of Directors declared a three-for-two stock split to be distributed August 18, 1995 to shareholders of record on July 31,1995. Earnings per share and shares outstanding have been restated to give retroactive effect to the stock split. Note 3 -- Interest and Income Taxes Paid - ------------------------------------------- Total interest paid during the three month periods ended August 31, 1995 and August 31, 1994 was $612,000 and $336,000, respectively. Total income taxes paid during the three month period ended August 31, 1995 was $3,946,000 compared with $2,467,000 during the comparable prior year period. Note 4 -- Noncash Investing and Financing Activities - ------------------------------------------------------- The Company had acquired equipment totaling $9,581,000 and $10,143,000 as of August 31, 1995 and May 31, 1995, respectively, which was paid for during subsequent quarters. Note 5 -- 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, 1995 investment in sales-type leases of $2,265,000 net of deferred interest of $66,000 is included in other assets. Interest income is recognized over the life of the lease using the interest method. -- Page 6 -- Note 6 -- Acquisition - ---------------------------- On September 30, 1994, the Company purchased all of the outstanding stock of Genstar Rental Electronics, Inc. (Genstar), a privately-held company engaged in the business of renting, leasing and selling computers, workstations and general purpose test and measurement equipment. The purchase price, based on Genstar's audited Net Worth at September 30, 1995, was $23.2 million, and consisted of cash and assumed debt. The acquisition has been accounted for by the purchase method and, accordingly, the results of operations of Genstar have been included with those of the Company since the date of acquisition. -- Page 7 -- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - -------------------------------------------------------------------- Results of Operations - ---------------------------- Total revenues increased 24% to $34,361,000 for the three month period ended August 31, 1995, over the same period last year, due to a 29% increase in rental and lease revenues and a 3% increase in sales and other revenues. The increase in rental and lease revenues is due primarily to inclusion of Genstar's operations since its acquisition on September 30, 1994, and increases in average equipment utilization and rental yield. The increase in sales of equipment related to Genstar was partially offset by a reduction in equipment available for sale resulting from the higher utilization. Depreciation expense increased 20% primarily as a result of the Genstar acquisition, but improved utilization kept the growth rate lower than that of rental and lease revenues. Costs of revenues other than depreciation increased 18% primarily due to the Genstar acquisition and higher parts expense. Selling, general and administrative expenses increased 11% to $9,388,000, again as a result of the Genstar acquisition, although the rate of increase was less than that for revenues because of efficiencies gained by the integration of Genstar's operations. For example, numerous duplicate facilities and functions were eliminated shortly after the acquisition. Interest expense increased 82% to $612,000 for the quarter, reflecting borrowings to finance the Genstar acquisition and higher interest rates. As a result of the foregoing, net income increased 48% to $5,254,000 for the three months ended August 31, 1995, over the same period last year. Financial Condition and Liquidity - ----------------------------------- During the first three months of fiscal 1996, net cash provided by operating activities was $13,729,000, compared to $11,567,000 for the same period last year. This increase can be substantially attributed to increased net income plus depreciation. Net cash used in investing activities remained about the same in the current fiscal quarter, as compared to same quarter last year. Net cash used in financing activities increased 20% to $4,787,000, as a result of paying down bank borrowings to a greater extent this year compared to last. The Company expects cash flows as recorded in the first quarter to continue at approximately the same levels for the rest of the fiscal year, if the Company's average equipment utilization and rental yield remain at the record levels reached near the end of the first quarter. While this portends well for succeeding periods, the Company must continue to purchase substantial amounts of new product to meet customers' demands for technologically current equipment. -- Page 8 -- 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 5, 1995, the 1995 Annual Meeting of Shareholders of the Registrant was held. Proxies pursuant to Regulation 14A were solicited in connection with the meeting. 9,069,550 shares were present in person or by proxy out of a total of 11,797,426 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 8,879,698 Nancy Y. Bekavac 8,875,422 Daniel Greenberg 8,878,065 Joseph J. Kearns 8,877,673 Michael R. Peevey 8,878,297 Will Richeson, Jr. 8,880,198 William Weitzman 8,880,090 (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. 8,868,043 shares were voted for, 4,082 were voted against, and 14,249 shares abstained from voting. Item 5. - ---------------------------- Nothing to report. Item 6. Exhibits and Reports on Form 8-K - ------------------------------------------- Nothing to report. -- Page 9 -- 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 16, 1995 /s/ Daniel Greenberg Daniel Greenberg Chairman and Chief Executive Officer DATED: October 16, 1995 /s/ William Weitzman William Weitzman President and Chief Operating Officer DATED: October 16, 1995 /s/ Craig R. Jones Craig R. Jones Vice President and Chief Financial Officer -- Page 10 --