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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended November 30, 2003 or
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _____ to _____
Commission File Number: 0-9061
ELECTRO RENT CORPORATION
Exact name of registrant as specified in its charter
CALIFORNIA 95-2412961
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
6060 SEPULVEDA BOULEVARD
VAN NUYS, CALIFORNIA 91411-2501
(Address of Principal Executive Offices and 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
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act).
Yes No X
The number of shares outstanding of the registrant's common stock
as of December 6, 2003 was 24,871,681.
Page 1
ELECTRO RENT CORPORATION
FORM 10-Q
NOVEMBER 30, 2003
TABLE OF CONTENTS Page
Part I: FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
Condensed Consolidated Statements of Operations for the 3
Three Months and Six Months Ended November 30, 2003 and
2002 (Unaudited)
Condensed Consolidated Balance Sheets at 4
November 30, 2003 (Unaudited) and May 31, 2003
Condensed Consolidated Statements of Cash Flows for the 5
Six Months Ended November 30, 2003 and 2002 (Unaudited)
Notes to Condensed Consolidated Financial Statements 6
(Unaudited)
Item 2. Management's Discussion and Analysis of 12
Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures 20
About Market Risk
Item 4. Controls and Procedures 20
Part II: OTHER INFORMATION 22
SIGNATURES 24
Page 2
Part I. FINANCIAL INFORMATION
- --------------------------------
Item 1. Financial Statements
ELECTRO RENT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) (000's omitted except per share data)
Three Months Ended Six Months Ended
November 30, November 30,
2003 2002 2003 2002
---------- ---------- ---------- ----------
Revenues:
Rentals and leases $ 18,628 $ 21,341 $ 35,309 $ 44,530
Sales of equipment
and other revenues 5,533 7,429 11,549 15,305
---------- ---------- ---------- ----------
Total revenues 24,161 28,770 46,858 59,835
---------- ---------- ---------- ----------
Operating expenses:
Depreciation of rental
and lease equipment 7,676 11,813 15,737 23,867
Costs of revenues other
than depreciation of
rental and lease equipment 3,487 4,592 7,252 9,552
Selling, general and
administrative expenses 9,732 9,809 17,557 20,247
---------- ---------- ---------- ----------
Total operating expenses 20,895 26,214 40,546 53,666
---------- ---------- ---------- ----------
Operating profit 3,266 2,556 6,312 6,169
Interest and investment
income, net 412 556 833 1,135
---------- ---------- ---------- ----------
Income before income taxes 3,678 3,112 7,145 7,304
Income taxes 1,016 1,182 2,358 2,773
---------- ---------- ---------- ----------
Net income $ 2,662 $ 1,930 $ 4,787 $ 4,531
========== ========== ========== ==========
Earnings per share:
Basic $0.10 $0.08 $0.19 $0.18
Diluted $0.10 $0.08 $0.19 $0.18
Shares used in per
share calculation:
Basic 24,863 24,815 24,843 24,801
Diluted 25,029 24,851 24,946 24,848
See accompanying notes to
condensed consolidated financial statements.
Page 3
ELECTRO RENT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(000's omitted)
ASSETS
(Unaudited)
November 30, May 31,
2003 2003
---------- ----------
Cash and cash equivalents $ 151,064 $ 151,448
Marketable securities 20,000 10,000
Accounts receivable, net of allowance for
doubtful accounts of $1,223 and $1,106 9,342 6,874
Rental and lease equipment, net of accumulated
depreciation of $161,590 and $165,334 87,319 87,344
Other property, net of accumulated depreciation and
amortization of $11,114 and $10,997 15,992 16,409
Other 3,851 5,025
---------- ----------
$ 287,568 $ 277,100
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable $ 8,056 $ 6,332
Accrued expenses 16,771 13,248
Deferred revenue 2,040 1,833
Deferred income taxes 3,041 3,179
---------- ----------
Total liabilities 29,908 24,592
---------- ----------
Shareholders' equity:
Common stock 16,961 16,023
Retained earnings 240,699 236,485
---------- ----------
Total shareholders' equity 257,660 252,508
---------- ----------
$ 287,568 $ 277,100
========== ==========
See accompanying notes to
condensed consolidated financial statements.
Page 4
ELECTRO RENT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (000's omitted)
Six Months Ended
November 30,
2003 2002
---------- ----------
Cash flows from operating activities:
Net income $ 4,787 $ 4,531
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 16,230 24,765
Provision for losses on accounts receivable 389 569
Gain on sale of rental and lease equipment (4,375) (4,348)
Deferred income taxes (138) 26
Change in operating assets and liabilities:
Accounts receivable (2,857) 1,882
Other assets 1,174 163
Accounts payable (989) 754
Accrued expenses 3,523 2,010
Deferred revenue 207 (411)
---------- ----------
Net cash provided by operating activities 17,951 29,941
---------- ----------
Cash flows from investing activities:
Proceeds from sale of rental and lease equipment 10,456 12,696
Payments for purchase of rental and lease equipment (19,079) (15,311)
Purchases of marketable securities (10,000) 0
Payments for purchase of other property (77) (211)
---------- ----------
Net cash used in investing activities (18,700) (2,826)
---------- ----------
Cash flows from financing activities:
Proceeds from issuance of common stock 979 137
Payment for repurchase of common stock (614) 0
---------- ----------
Net cash provided by financing activities 365 137
---------- ----------
Net increase (decrease) in cash and cash equivalents (384) 27,252
Cash and cash equivalents at beginning of period 151,448 115,623
---------- ----------
Cash and cash equivalents at end of period $ 151,064 $ 142,875
========== ==========
See accompanying notes to
condensed consolidated financial statements.
Page 5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(U.S. dollar amounts and shares in thousands,
except per share amounts)
Note 1: Basis of Presentation
The interim financial statements included herein have been
prepared by Electro Rent Corporation without audit, pursuant to
the rules and regulations of the Securities and Exchange
Commission (the "SEC"). The interim financial statements include
the accounts of Electro Rent Corporation and its wholly owned
subsidiaries, Genstar Rental Electronics, Inc., and ER
International, Inc. (collectively, the "Company") as consolidated
with the elimination of all intercompany transactions. Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with accounting
principles generally accepted in the United States of America
have been condensed or omitted pursuant to such SEC rules and
regulations. Nevertheless, the Company believes that the
disclosures are adequate to make the information presented not
misleading. These financial statements should be read in
conjunction with the audited financial statements and notes
thereto included in the Company's latest Annual Report as found
on Form 10-K. In the opinion of management, all adjustments,
including normal recurring adjustments necessary to present
fairly the financial position of the Company with respect to the
interim financial statements and the results of its operations
for the interim period ended November 30, 2003, have been
included. Certain reclassifications may have been made to prior
year amounts to conform to the 2003 presentation. The results of
operations for interim periods are not necessarily indicative of
results for the full year.
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: Stock-Based Compensation
At November 30, 2003, the Company had four stock option plans,
which are described more fully in Note 10 in the Company's 2003
Annual Report on Form 10-K. The Company accounts for stock
options using the intrinsic value method under the provisions of
Accounting Principles Board ("APB") Opinion No. 25 and provides
proforma net income and proforma earnings per share disclosures
for employee stock option grants as if the fair-value-based
method, defined in Statement of Financial Accounting Standards
("SFAS") No. 123, Accounting for Stock-Based Compensation, had
been applied. Had the Company determined compensation cost based
on the fair value at the grant date for its stock options under
SFAS No. 123, the Company's net income would have been reduced to
the pro forma amounts indicated below for the three and six
months ended November 30:
Page 6
Three Months Six Months
Ended Ended
November 30, November 30,
--------------- ---------------
- -
2003 2002 2003 2002
------- ------- ------- -------
Net income, as reported $2,662 $1,930 $4,787 $4,531
Deduct: Total stock-based employee
compensation expense determined
under the fair value based method
for all awards, net of related tax
effects (253) (233) (500) (466)
------- ------- ------- -------
Proforma net income $2,409 $1,697 $4,287 $4,065
======= ======= ======= =======
Basic income per share, as reported $0.10 $0.08 $0.19 $0.18
Proforma basic income per share $0.09 $0.07 $0.17 $0.16
Diluted income per share,
as reported $0.10 $0.08 $0.19 $0.18
Proforma diluted income per share $0.09 $0.07 $0.17 $0.16
Note 3: Impairment of Assets
The carrying value of equipment held for rental and lease is
assessed when factors indicating an impairment are present. The
Company recognizes impairment losses on equipment held for rental
and lease when the expected future undiscounted cash flows are
less than the asset's carrying value, in which case the asset is
written down to its estimated fair value.
Note 4: Noncash Investing and Financing Activities
The Company had accounts payable and other accruals related to
acquired equipment totaling $8,956 and $6,243 as of November 30,
2003 and May 31, 2003, respectively, and $5,747 and $6,626 as of
November 30, 2002 and May 31, 2002, respectively, which will be
paid in the following period.
Note 5: Capital Leases
The Company has certain customer leases providing bargain
purchase options, which are accounted for as sales-type leases.
The Company's condensed consolidated balance sheets at November
30, 2003 and May 31, 2003 include investment in sales-type leases
of $822 and $671, net of deferred interest of $41 and $39, in
"other assets." Interest income is recognized over the life of
the lease using the effective interest method.
Page 7
Note 6: Restructuring Charge
Due to the prolonged downturn in our industry, in May 2003 the
Company restructured its business as part of its continuing
program to create efficiencies within its operations. In the
quarter ended May 31, 2003, the Company recorded restructuring
charges of $821 in selling, general and administrative expenses,
which included the following:
Reducing the Company's workforce by approximately 27
employees, mainly in the Duluth, Georgia, warehouse and
sales office, resulting in a severance charge of
approximately $220. Approximately $113 was paid in May 2003,
and the remainder was paid in the first quarter of fiscal
2004.
Closing of the Duluth, Georgia, warehouse, which reduced the
Company's facilities. Property and equipment that was
disposed of or removed from operations resulted in a charge
of $31 and consisted primarily of leasehold improvements,
equipment and furniture and fixtures. In addition, we
incurred a charge of $570 associated with the lease related
to the closed facility, which represents the fair value of
the liability determined based on the remaining lease
rentals, reduced by estimated sublease rentals. Amounts
accrued (net of estimated sublease proceeds) related to the
facility closure will be paid over the remaining lease term
through May 2005.
Remaining Cash Remaining
Liability Payments Liability
Balances Balances
as of as of
May 31, November
2003 30, 2003
-------- -------- --------
Severance $107 $(107) $ 0
Lease commitments 570 (174) 396
-------- -------- --------
$677 $(281) $396
======== ======== ========
Note 7: Segment Reporting
SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related Information," establishes annual and interim reporting
standards for an enterprise's operating segments and related
disclosures about its products, services, geographic areas and
major customers. Under SFAS No. 131, the Company's operations
are treated as one operating segment because discrete financial
information is not available for its product groups and the
economic characteristics of the product groups are similar.
Page 8
Although the Company has no reportable segments, it has two
groups of similar products: test and measurement (T&M) and data
products (DP) equipment. The Company's equipment pool, based on
acquisition cost, comprised $193,926 of T&M equipment and $54,983
of DP equipment at November 30, 2003, and $194,433 of T&M
equipment and $58,245 of DP equipment at May 31, 2003.
Revenues for these product groups were as follows for the three
months ended November 30:
T&M DP Total
2003
Rentals and leases $13,253 $5,375 $18,628
Sales of equipment and other
Revenues 5,037 496 5,533
-------- -------- --------
$18,290 $5,871 $24,161
======== ======== ========
2002
Rentals and leases $13,252 $8,089 $21,341
Sales of equipment and other
Revenues 6,662 767 7,429
-------- -------- --------
$19,914 $8,856 $28,770
======== ======== ========
Revenues for these product groups were as follows for the six
months ended November 30:
T&M DP Total
2003
Rentals and leases $24,872 $10,437 $35,309
Sales of equipment and other
Revenues 10,321 1,228 11,549
-------- -------- --------
$35,193 $11,665 $46,858
======== ======== ========
2002
Rentals and leases $28,485 $16,045 $44,530
Sales of equipment and other
Revenues 13,028 2,277 15,305
-------- -------- --------
$41,513 $18,322 $59,835
======== ======== ========
No single customer accounted for more than 10% of total revenues
during the first six months of fiscal 2003 and 2002. In
addition, total foreign country customers and operations
accounted for no more than 10% of the Company's revenues and long-
lived assets for the same periods.
Page 9
Note 8: Computation of Earnings Per Share
Following is a reconciliation of the denominator used in the
computation of basic and diluted EPS for the three months and six
months ended November 30:
Three Months Six Months
Ended Ended
November 30, November 30,
------------- -------------
2003 2002 2003 2002
------ ------ ------ ------
Denominator:
Denominator for basic
earnings per share-weighted
average common shares
outstanding 24,863 24,815 24,843 24,801
Effect of dilutive-options 166 36 103 47
------ ------ ------ ------
25,029 24,851 24,946 24,848
====== ====== ====== ======
Net income $2,662 $1,930 $4,787 $4,531
Earnings per share:
Basic $ 0.10 $ 0.08 $ 0.19 $ 0.18
Diluted $ 0.10 $ 0.08 $ 0.19 $ 0.18
Note 9: Commitments and Contingencies
The Company leases certain facilities under various operating
leases. Most of the lease agreements provide the Company with the
option of renewing its lease at the end of the initial lease
term, at the fair rental value, for periods of up to five years.
In most cases, management expects that in the normal course of
business facility leases will be renewed or replaced by other
leases.
The Company is subject to legal proceedings and business disputes
involving ordinary and routine claims. The ultimate legal and
financial liability with respect to such matters cannot be
estimated with certainty and requires the use of estimates in
recording liabilities for potential litigation settlements.
Estimates for losses from litigation are made after consultation
with outside counsel. If estimates of potential losses increase
or the related facts and circumstances change in the future, the
Company may be required to record either more or less litigation
expense. It is management's opinion that none of the open matters
at November 30, 2003 will have a material adverse effect on the
Company's financial condition or operations.
Note 10: Other
The Company's results of operations for the second quarter of
fiscal 2004 reflect the following significant items, for which
there were no significant comparable amounts recorded in the
second quarter of fiscal 2003:
Page 10
Rental and lease revenues include $1,200 from the reversal of
various accounts receivable credits no longer owed to customers.
Selling, general and administrative expenses include a $2,300
accrual related to the retirement of the Company's President and
Chief Operation Officer.
Income taxes were reduced by approximately $400, as a result of
the Company's re-evaluation of its accrued liability for income
taxes after the recent completion of its fiscal 2000 federal tax
audit.
Note 11: Proposed Extraordinary Distribution
On October 9, 2003, the Company announced that its Board of
Directors had tentatively approved an extraordinary distribution
of $4.00 per share (or an aggregate of approximately $100,000),
which is expected to be distributed to the Company's shareholders
on January 14, 2004. The record date for the extraordinary
distribution is December 16, 2003, and the ex-dividend date is
January 15, 2004. As part of the extraordinary distribution, the
Company submitted two proposals for shareholder approval as
described in a proxy statement filed with the Securities and
Exchange Commission on December 2, 2003. Proposal 1 gives the
Board the authority to amend the Company's Articles of
Incorporation to effect a reverse stock split of our Common Stock
if the Board concludes it is appropriate after the extraordinary
distribution. Proposal 2 amends existing option plans to provide
anti-dilution protection for our employees who have been granted
options, in the event of an extraordinary distribution.
Page 11
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, 2003 and the results of operations for
the three and six month periods ended November 30, 2003 and 2002.
This discussion should be read in conjunction with the
Management's Discussion and Analysis section included in the
Company's 2003 Annual Report on Form 10-K (pages 5-11) to which
the reader is directed for additional information.
General
The Company generates revenues through the rental, lease and sale
of electronic equipment, primarily test and measurement (T&M) and
personal computer-related (DP) equipment. In the second quarter
of fiscal 2004, 71.2% of rental and lease revenues was derived
from T&M equipment. This percentage has been increasing over the
last four years as a result of a steady erosion of DP rental and
lease revenues related to declines in product purchase prices and
unit volume. Rental revenues comprised 77.2% of rental and lease
revenue, which percentage has been increasing over the last four
years due to a significant decline in personal computer leasing
activity. The Company's customers are primarily large and mid-
sized corporations in various market segments. The Company's
major market segments include telecommunications, aerospace and
defense, manufacturing and consulting.
The Company's profitability is primarily a function of the volume
and pricing of rental, lease and sales transactions, and
utilization of the equipment pool. Significant changes in the
purchase or disposal price of equipment or interest rates can
also have a significant effect on the Company's profitability,
depending on the ability of the Company to adjust rental and
lease rates and sales prices for these changes. The Company's
business requires significant expenditures for equipment and,
consequently, requires substantial liquidity to finance such
expenditures.
After four years of steady declines, demand for rental equipment
was modestly higher in the first six months of fiscal 2004 than
in the preceding six months, reflecting a pick up in the global
economy. However, rental rates and lease rates remained very
competitive. Overall utilization for the Company's equipment
pool, based on acquisition cost, increased from 53.9% at November
30, 2002, to 57.8% at November 30, 2003, which primarily reflects
the Company's continued liquidation and write-off of under-
performing assets. During the same period, monthly rental rates
declined by 10.0% and monthly lease rates declined by 7.6%.
We believe that demand for rental electronic equipment should
improve if the U.S. economy continues to recover. Also,
increased defense spending on advanced weapons and intelligence
systems should benefit the Company. Until these events drive
revenues higher, the Company will strive to operate the business
efficiently at the current activity level.
Page 12
Results of Operations
Comparison of Three Months Ended November 30, 2003 and 2002
Revenues
Total revenues for the three months ended November 30, 2003
decreased $4.6 million, or 16.0%, to $24.2 million compared to
$28.8 million in the same period in the prior year. The decline
in total revenues was due to a decrease in rental and lease
revenues of 12.7%, and a decrease in sales of equipment and other
revenues of 25.5%.
Rental and lease revenues in the second quarter of fiscal 2004
were $18.6 million, a 12.7% decline from the same period in the
prior year. This decrease was the result of lower demand in the
Company's major market segments, stemming from the global
economic slowdown, and excess equipment on the market that is
available for customers to purchase. Additionally, DP rental
revenue continued to be negatively impacted by eroding purchase
prices of new personal computers and competition. Included in
rental and lease revenues in the quarter ended November 30, 2003,
is $1.2 million from the reversal of various accounts receivable
credits no longer owed to customers. There was no significant
comparable revenue in second quarter of fiscal 2003.
Sales of equipment and other revenues were $5.5 million in the
second quarter of fiscal 2004, a decrease of 25.5% as compared to
the second quarter of fiscal 2003. This decrease reflects lower
demand and the Company's smaller rental and lease equipment pool.
Operating Expenses
Depreciation of rental and lease equipment decreased from $11.8
million, or 55.4% of rental and lease revenues, in the second
quarter of fiscal 2003, to $7.7 million, or 41.2% of rental and
lease revenues, in the second quarter of fiscal 2004. These
declines reflect the Company's continued liquidation and previous
write-downs of under-performing assets.
Costs of revenues other than depreciation decreased 24.1% from
$4.6 million in the second quarter of fiscal 2003 to $3.5 million
in the second quarter of fiscal 2004. Costs of revenues other
than depreciation primarily includes the cost of equipment sales,
which decreased from 60.2% of equipment sales in the second
quarter of fiscal 2003 to 56.4% of equipment sales in the second
quarter of fiscal 2004. The decrease in this percentage is
largely due to the fact that the equipment sold in the second
quarter of fiscal 2004 was more fully depreciated, reflecting the
lower purchases of new equipment in current periods.
Selling, general and administrative expenses decreased $77,000,
or 0.8%, in the second quarter of fiscal 2004 as compared to the
second quarter of fiscal 2003. The second quarter of fiscal 2004
includes a $2.3 million accrual related to the retirement of the
Company's President and Chief Operating Officer. Excluding the
one-time charge, SG&A expenses declined by $2.4 million, or
24.0%, in the second quarter of fiscal 2004 compared to the same
period in the prior year. Excluding the one-time charge, these
expenses as a percentage of total revenues decreased from 34.1%
in the second quarter of fiscal 2003 to 30.9% in the second
quarter of fiscal 2004. The decline in SG&A expenses is the
result of continuous reductions in almost all areas of the
business, with approximately 53.8% of the reduction relating to
personnel costs. Employees currently total 267, a 27.8% decline
from the end of the second quarter of fiscal 2003.
Page 13
Interest and Investment Income
Net interest and investment income of $412,000 for the second
quarter of fiscal 2004 was 25.9% lower than $556,000 recorded in
the second quarter of the prior year. Despite increased
investments in money market instruments and marketable securities
in the current period as compared to the prior year, interest and
investment income declined because interest rates were lower in
the current year.
Income Taxes
The effective tax rate was 27.6% for the second quarter of fiscal
2004 as compared to 38.0% for the same period in the prior year.
After the recent completion of its fiscal 2000 federal tax audit,
the Company re-evaluated its accrued liability for income taxes
and reduced income tax expense by approximately $400,000 for the
second quarter of fiscal 2004.
Comparison of Six Months Ended November 30, 2003 and 2002
Revenues
Total revenues for the six months ended November 30, 2003
decreased $13.0 million, or 21.7%, to $46.9 million compared to
$59.8 million in the same period in the prior year. The decline
in total revenues was due to a decrease in rental and lease
revenues of 20.7%, and a decrease in sales of equipment and other
revenues of 24.5%.
Rental and lease revenues in the first half of fiscal 2004 were
$35.3 million, a 20.7% decline from the same period in the prior
year. This decrease was the result of lower demand in the
Company's major market segments, stemming from the global
economic slowdown, and excess equipment on the market that is
available for customers to purchase. Additionally, DP rental
revenue continued to be negatively impacted by eroding purchase
prices of new personal computers and competition. Included in
rental and lease revenues in the six months ended November 30,
2003, is $1.2 million from the reversal of various accounts
receivable credits no longer owed to customers. There was no
significant comparable revenue in first half of fiscal 2003.
Page 14
Sales of equipment and other revenues were $11.5 million in the
first half of fiscal 2004, a decrease of 24.5% as compared to the
first half of fiscal 2003. This decrease reflects lower demand
and the Company's smaller rental and lease equipment pool.
Operating Expenses
Depreciation of rental and lease equipment decreased from $23.9
million, or 53.6% of rental and lease revenues, in the first half
of fiscal 2003, to $15.7 million, or 44.6% of rental and lease
revenues, in the first half of fiscal 2004. These declines
reflect the Company's continued liquidation and previous write-
downs of under-performing assets.
Costs of revenues other than depreciation decreased 24.1% from
$9.6 million in the first half of fiscal 2003 to $7.3 million in
the first half of fiscal 2004. Costs of revenues other than
depreciation primarily includes the cost of equipment sales,
which decreased from 65.8% of equipment sales in the first half
of fiscal 2003 to 58.2% of equipment sales in the first half of
fiscal 2004. The decrease in this percentage is largely due to
the fact that the equipment sold in the second half of fiscal
2004 was more fully depreciated, reflecting the lower purchases
of new equipment in current periods.
Selling, general and administrative expenses decreased $2.7
million, or 13.3%, in the first half of fiscal 2004 as compared
to the first half of fiscal 2003. The first six months of fiscal
2004 includes a $2.3 million accrual related to the retirement of
the Company's President and Chief Operating Officer. Excluding
the one-time charge, SG&A expenses declined by $5.0 million, or
24.5%, in the first half of fiscal 2004 compared to the same
period in the prior year. Excluding the one-time charge, these
expenses as a percentage of total revenues decreased from 33.8%
in the first half of fiscal 2003 to 32.6% in the first half of
fiscal 2004. The decline in SG&A expenses is the result of
continuous reductions in almost all areas of the business, with
approximately 58.3% of the reduction relating to personnel costs.
Employees currently total 267, a 27.8% decline from the end of
the second quarter of fiscal 2003.
Interest and Investment Income
Net interest and investment income of $833,000 for the first half
of fiscal 2004 was 26.6% lower than $1.1 million recorded in the
first half of the prior year. Despite increased investments in
money market instruments and marketable securities in the current
period as compared to the prior year, interest and investment
income declined because interest rates were lower in the current
year.
Income Taxes
The effective tax rate was 33.0% for the first half of fiscal
2004 as compared to 38.0% for the same period in the prior year.
After the recent completion of its 2000 federal tax audit, the
Company re-evaluated its accrued liability for income taxes and
reduced income tax expense by approximately $400,000 for the
first half of fiscal 2004.
Page 15
Liquidity and Capital Resources
Historically, the Company's primary capital requirements have
been purchases of rental and lease equipment and debt service.
However, because of the decline in equipment purchases related to
the business slowdown over the last four years, the Company has
had no bank borrowings since the third quarter of fiscal 2001.
The Company purchases equipment throughout each year to replace
equipment that has been sold, and to maintain adequate levels of
rental equipment to meet existing and new customer demands. The
rental and leasing market for personal computers has declined
over the last four years, and the T&M market began declining in
the last quarter of fiscal 2001. However, during the first six
months of fiscal 2004 the Company experienced a modest increase
in overall rental activity over the previous six month period.
Accordingly, during the first six months of fiscal 2004, the
Company increased purchases of equipment in order to support some
areas of potential growth for both T&M and DP equipment, and to
keep the Company's equipment pool technologically up-to-date.
On October 9, 2003, the Company announced that its Board of
Directors tentatively approved an extraordinary cash distribution
of $4 per share, or approximately $100 million, which is expected
to be paid on January 14, 2004, to shareholders of record on
December 16, 2003. Subject to the effects of that dividend, cash
and cash equivalents are likely to continue to accumulate,
however the rate at which cash accumulates compared to the past
couple of years could slow down for a few reasons. If demand for
rental and lease equipment continues to pick up, the Company is
likely to further increase its equipment purchases to support its
rental business. Additionally, the Company could decide to buy
back additional shares of its common stock, finance an
acquisition, or pursue other opportunities. The Company has
invested its cash balance in U.S. government money market funds
and other instruments with maturities of less than 90 days.
During fiscal year 2001, the Company's Board of Directors
authorized management to implement a limited stock repurchase
program in the amount of 1,500,000 shares. As of November 30,
2003, the Company had bought back 318,000 common shares for $3.0
million, or $9.37 per share. The only shares repurchased since
fiscal 2001 have been in connection with the stock-for-stock
exercise of employee options. Shares acquired are retired.
Page 16
During the six months ended November 30, 2003 and 2002 net cash
provided by operating activities was $18.0 million and $29.9
million, respectively. The decrease in fiscal 2004 results
primarily from the decline in revenues and operating margins
before depreciation and amortization expense, and changes in
operating assets and liabilities.
During the six months ended November 30, 2003 net cash used in
investing activities was $18.7 million, compared to $2.8 million
in the same period of the prior year. This increase is mostly
attributable to the purchase of marketable securities and
increased payments for the purchase of rental and lease
equipment.
During the first six months of fiscal 2004 and 2003 net cash
flows from financing increased to $365,000 from $137,000,
respectively, reflecting increased proceeds from the exercise of
stock options.
The Company has a $10.0 million revolving line of credit with a
bank, 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, 2003.
Critical Accounting Policies and Estimates
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 the 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. On a regular basis, management reviews these estimates
including those related to asset lives and depreciation methods,
impairment of long-lived assets including intangibles, allowance
for doubtful accounts, and contingencies and litigation. These
estimates are based on management's historical experience and on
various other assumptions believed to be reasonable under the
circumstances. Actual results may differ from these estimates
under different assumptions or conditions. Management believes,
however, that the estimates, including those for the above-listed
items, are reasonable.
Management believes the following critical accounting policies
affect the more significant judgments and estimates used in the
preparation of the Company's financial statements:
Asset lives and depreciation methods: The Company's primary
business involves the purchase and subsequent rental and leasing
of long-lived electronic equipment. Management has chosen asset
lives that it believes correspond to the economic life of the
related asset. Management has chosen depreciation methods that it
believes matches the benefit to the Company from the asset with
the associated costs. These judgments have been made based on
management's expertise in each equipment type that the Company
carries. If the asset life and depreciation method chosen do not
reduce the book value of the asset to at least the estimated
future cash flows from the asset to the Company, the Company
would be required to record an impairment.
Impairment of long-lived assets: When factors indicate an
impairment is present, management reviews the carrying value of
its rental and leasing equipment and intangible assets to
determine if the carrying value of the assets may not be
recoverable due to current and forecasted economic conditions.
This requires management to make estimates related to future
undiscounted cash flows from the assets. If these estimates or
the related assumptions change in the future, management may be
required to record additional impairment charges.
Page 17
Allowance for doubtful accounts: The Company maintains allowances
for doubtful accounts for estimated losses resulting from the
inability of customers to make rental and lease payments. These
estimates are primarily based on the amount of time that has
lapsed since payments were due, as well as specific knowledge
related to the individual customer orders and the ability of one
or more of customers to make the required payments. If the
financial condition of the Company's customers deteriorates,
additional allowances could be required that would reduce income.
Conversely, if the financial condition of the customers improves
or if legal remedies to collect past due amounts are more
successful than expected, the allowance for doubtful accounts may
need to be reduced and income would be increased.
Page 18
SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS
Except for the historical statements and discussions contained in
this Form 10-Q, statements contained in this Form 10-Q constitute
forward-looking statements within the meaning of section 21E of
the Securities Exchange Act of 1934. These forward-looking
statements reflect the current views of the Company's management
with respect to future events and financial performance; however,
you should not put undue reliance on these statements. All
plans, projections, and future estimates are forward-looking
statements, which in some, but not all, cases, are identified by
words such as "anticipate," "believes," "expects," "intends,"
"future," and other similar expressions. Forward-looking
statements are subject to certain risks and uncertainties, not
all of which are disclosed in this Form 10-Q. Although the
Company believes its management's assumptions are reasonable, it
is likely that at least some of these assumptions will not come
true. Accordingly, the Company's actual results will probably
differ from the outcomes contained in any forward-looking
statement, and those differences could be material. Factors that
could cause or contribute to these differences include, among
others, those risks and uncertainties discussed under the
sections contained in this Form 10-Q entitled "Management's
Discussion and Analysis of Financial Condition and Results of
Operations," and in "Quantitative and Qualitative Disclosure
About Market Risk Related to Interest Rates and Foreign Currency
Exchange Rates," as well as in the Company's Annual Report on
Form 10-K for the year ended May 31, 2003 including the "Risk
Factors" attached as Exhibit 99 to that document, the Company's
Proxy Statement for its 2003 Annual Meeting of Shareholders and
the Company's other filings with the Securities and Exchange
Commission. Should one or more of the risks discussed in any of
those documents, or any other risks, materialize, or should one
or more of the Company's underlying assumptions prove incorrect,
the Company's actual results may vary materially from those
anticipated, estimated, expected or projected. In light of the
risks and uncertainties, there can be no assurance that any
forward-looking information will in fact prove to be correct. We
do not undertake any obligation to update forward-looking
statements.
Page 19
Item 3. Quantitative And Qualitative Disclosures About Market
Risk And Risk Related to Foreign Currency Exchange Rates
We manage our investment portfolio in accordance with our
Investment Policy. The primary objectives of our Investment
Policy are to preserve principal, maintain a high degree of
liquidity to meet operating needs, and obtain competitive returns
subject to prevailing market conditions. Investments are made
primarily in government and non-government money market funds and
high-grade securities, while avoiding concentration in anything
other than U.S. government securities and subject to appropriate
diversification. These investments are subject to risk of
default, changes in credit rating and changes in market value.
These investments are also subject to interest rate risk and will
decrease in value if market interest rates increase. However,
due to the conservative nature of our investments and relatively
short effective maturities of debt instruments, interest rate
risk is mitigated. Our Investment Policy specifies credit
quality standards for our investments and limits the amount of
exposure from any single issue, issuer or type of investment. We
do not own derivative financial instruments in our investment
portfolio.
The Company is subject to risks associated with foreign currency
rate fluctuations to the extent of financing arrangements for
rented and leased equipment denominated in Canadian dollars. The
Company has determined that hedging of these assets is not cost
effective and instead attempts to minimize its risks due to
currency and exchange rate fluctuations through working capital
management. The Company does not believe that any foreseeable
change in currency rates would materially or adversely affect its
financial position or results of operations.
Item 4: Controls And Procedures
(a) Evaluation of disclosure controls and procedures
The Company's management, with the participation of the Company's
Chief Executive Officer and Chief Financial Officer, evaluated
the effectiveness the Company's disclosure controls and
procedures as of the end of the period covered by this report.
Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and
procedures as of the end of the period covered by this report are
functioning effectively to provide reasonable assurance that the
information required to be disclosed by the Company in reports
filed under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods
specified in the SEC's rules and forms. A controls system, no
matter how well designed and operated, cannot provide absolute
assurance that the objectives of the controls system are met, and
no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within a company
have been detected.
Page 20
(b) Change in Internal Control over Financial Reporting
No change in the Company's internal control over financial
reporting occurred during the Company's most recent fiscal
quarter that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial
reporting.
Page 21
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
(a) On October 9, 2003, the 2003 Annual Meeting of Shareholders
of the Registrant was held. Proxies pursuant to Regulation 14A
were solicited in connection with the meeting. 22,581,721 shares
were present in person or by proxy out of a total of 24,824,015
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 22,502,025
Nancy Y. Bekavac 22,502,025
Daniel Greenberg 22,502,025
Joseph J. Kearns 22,501,825
S. Lee Kling 22,502,025
James S. Pignatelli 22,502,025
William Weitzman 22,501,999
(c) Other matters submitted to a vote of security holders: The
shareholders ratified the appointment of Deloitte & Touche LLP as
the registrant's independent public accountants for the current
year. 22,561,965 shares were voted for, 7,236 were voted
against, and 12,520 shares abstained from voting.
(d) On October 17, 2003, the Company filed a Preliminary Proxy
Statement on Schedule 14a to seek shareholder approval for (i) a
reverse stock split and (ii) a stock option anti-dilution
provision. Only shareholders of record at the close of business
on November 14, 2003 are entitled to submit consents on the
Proposals.
Item 6. Exhibits and Reports on Form 8-K
(a)
Page 22
Exhibit # Description
- --------- -----------
3 Articles of Incorporation (Restated) and bylaws are
incorporated by reference to Exhibits 1.2 and 6.1,
respectively, of Registration Statement (Form S-14),
File No. 2-63532. A copy of the Restated Articles of
Incorporation and the Certificate of Amendment of
Restated Articles of Incorporation filed October 24,
1988 are incorporated by reference to Exhibit (3) to
the Annual Report (Form 10-K) for the fiscal year
ended May 31, 1989. A copy of the Certificate of
Amendment of Restated Articles of Incorporation filed
October 15, 1997 is filed as Exhibit (3) to the
Annual Report (Form 10-K) for the fiscal year ended
May 31, 1999. A copy of the amendment to the bylaws
adopted October 6, 1994 is incorporated by reference
to the Annual Report (Form 10-K) for the fiscal year
ended May 31, 1995. A copy of the amendment to the
bylaws adopted November 15, 1996 is incorporated by
reference to Exhibit (3) of the Annual Report (Form
10-K) for the fiscal year ended May 31, 1997
10(d)(3) Letter regarding the retirement of William Weitzman
is incorporated by reference to Current Report on
Form 8-K dated October 14, 2003.
11 Statement re computation of per share earnings is
incorporated by reference to Exhibit 11 of the Annual
Report (Form 10-K) for the fiscal year ended May 31,
2003
22 Inside front cover and pages 5-12 and 14-29 of the
2003 Annual Report are incorporated by reference to
Exhibit 22 of the Annual Report (Form 10-K) for the
fiscal year ended May 31, 2003.
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief
Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief
Financial Officer
32.1 Section 1350 Certification by Principal Executive
Officer
32.2 Section 1350 Certification by Chief Financial Officer
(b) Current Reports on Form 8-K
(1) The Company furnished to the SEC a Current Report on Form 8-
K, dated as of September 26, 2003, to disclose the issuance of a
press release by the Companyreporting the Company's earnings for
the first quarter of fiscal 2003
(2) The Company furnished to the SEC a Current Report on Form 8-
K, dated as of October 14, 2003, to disclose the issuance of a
press release by the Company reporting (i) that the Board of
Directors had tentatively approved an extraordinary cash
distribution of $4 per share which is expected to be paid on
January 14, 2004, and (ii) the retirement of William Weitzman,
the Company's former President and Chief Operating Officer.
Page 23
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: December 19, 2003
/s/ Craig R. Jones
Craig R. Jones
Vice President and Chief Financial Officer
Page 24