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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended May 31, 1998 Commission File No. 0-9061
ELECTRO RENT CORPORATION
A California corporation I.R.S. Employer
Identification No. 95-2412961
6060 Sepulveda Boulevard
Van Nuys, California 91411-2512
(Address of principal executive offices)
Registrant's telephone number, including area code: (818) 786-2525
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock without par value.
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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [ ].
The aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant as of August 10, 1998 was $372,817,878.
Number of shares of Common Stock outstanding as of August 10, 1998:
24,416,424 shares. This number and the other share numbers herein reflect the
two-for-one stock split in the form of a 100% stock dividend declared April 9,
1998 payable May 12, 1998 to shareholders of record April 30, 1998.
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ELECTRO RENT CORPORATION
FORM 10-K ANNUAL REPORT
DOCUMENTS INCORPORATED BY REFERENCE
1. Pages 1 and 13 to 26 of the Annual Report to Security Holders for the
fiscal year ended May 31, 1998 (the "1998 Annual Report") are incorporated by
reference in this Form 10-K Annual Report.
2. Proxy Statement for the Annual Meeting of Shareholders to be held on
October 8, 1998 (the "1998 Proxy Statement").
CROSS REFERENCE SHEET
Showing Location in 1998 Annual Report
and 1998 Proxy Statement of Information
Required by Items of Form 10-K
Caption and Reference
Form 10-K Item in 1998 Annual Report ("AR")
Number and Caption or 1998 Proxy Statement ("PS")
------------------ ------------------------------
PART II
5. Market for the Registrant's
Common Equity and Related
Shareholders Matters AR page 26
6. Selected Financial Data AR page 1
7. Management's Discussion and
Analysis of Financial
Condition and Results of
Operations AR pages 13 and 14
8. Financial Statements and
Supplementary Data AR pages 15 to 26
PART III
10. Directors and Executive
Officers of the Registrant PS pages 2 to 4
11. Executive Compensation PS pages 5 to 11
12. Security Ownership of
Certain Beneficial Owners
and Management PS pages 2 and 3
13. Certain Relationships and
Related Transactions PS page 5
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PART I
THIS ANNUAL REPORT ON FORM 10-K CONTAINS FORWARD-LOOKING STATEMENTS
WHICH REFLECT THE COMPANY'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND
FINANCIAL PERFORMANCE. IN THIS REPORT, THE WORDS "ANTICIPATE," "BELIEVES,"
"EXPECTS," "INTENDS," "FUTURE," AND OTHER SIMILAR EXPRESSIONS IDENTIFY
FORWARD-LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE SUBJECT TO
CERTAIN RISKS AND UNCERTAINTIES, INCLUDING THOSE DISCUSSED IN "BUSINESS" BELOW
AND IN "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS," THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
HISTORICAL RESULTS OR THOSE ANTICIPATED.
Item 1. Business.
Electro Rent Corporation (the "Company" or "Electro Rent") was incorporated
in California in 1965. The Company became a publicly held corporation on March
31, 1980.
The Company primarily engages in the short-term rental of state-of-the-art
electronic equipment. About 40% of the Company's equipment portfolio is composed
of general purpose test and measurement instruments purchased from leading
manufacturers such as Hewlett Packard and Tektronix. The remainder, and a
growing portion of the equipment portfolio, comprises personal computers and
workstations. Personal computer lines include those from Compaq, Dell, Apple,
and Toshiba; while workstations are purchased primarily from Sun Microsystems
and Hewlett Packard. A large part of its equipment portfolio is rented or leased
to Fortune 500 companies in the aerospace, electronics and defense industries.
Management believes that the Company's equipment is primarily used in research
and development activities and that a significant amount of its equipment is
used in connection with government-generated projects. The Company also rents
equipment to companies of various sizes representing a cross- section of
American industry. No customer accounted for more than 10% of the Company's
revenues for the fiscal year ended May 31, 1998. No significant portion of the
Company's revenues are currently derived from direct United States Government
contracts.
An important aspect of the Company's equipment portfolio management is the
resale of equipment from the portfolio, generally three to five years after
purchase, which, on the average, have been at prices above book value. Such
sales have historically provided a substantial portion of revenues and operating
cash flow.
The Company services its customers through a network of equipment,
calibration and service centers in the United States and Canada
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which are linked by an on-line computer system. These centers also function as
depots for the sale of used equipment.
Data Rentals/Sales, Inc., a California corporation, and Genstar Rental
Electronics, Inc., a Delaware corporation, formerly wholly owned subsidiaries of
the Company, have been merged into the Company and are operated as divisions of
the Company.
In April 1998 the Company sold its interest in its Japanese venture with
Nas-Fritzke International Corp.
Since it acquired the rental business of General Electric Technology
Management Services in November 1997, Electro Rent has become one of the larger
companies in the highly competitive electronic equipment rental and lease
business. Independent industry publications have identified a number of major
competitors, including A T & T Capital Instrument and Data Services, a division
of A T & T Capital Corporation; Hewlett-Packard Financial Remarketing Division;
Telogy; and Continental Resources. Since the larger of these firms are divisions
of large corporations, these firms have access to greater financial and other
resources than does the Company.
Electro Rent's business is relatively non-seasonal except for the third
quarter months of December, January and February, when rental activity declines
because a number of customers close for extended Christmas-New Year vacation. In
addition, the shortness of February results in a reduced level of rental
billing.
Electro Rent purchases the majority of its equipment from leading suppliers
of electronic equipment. The research and development, manufacturing and
marketing trends and activities of the Company's major suppliers tend to shape
the nature of the rental and lease demand of the Company's customers and the
availability of equipment. As a result, Electro Rent's business is significantly
affected by the continued research and development, manufacturing and financial
condition of its major suppliers, particularly Hewlett-Packard.
Electro Rent believes that its relationships with its major suppliers are
good. Because of the volume of its purchases and its long-term purchase
arrangements, the Company obtains favorable price discounts.
At May 31, 1998, Electro Rent and its subsidiary employed approximately 893
individuals. None of the employees is a member of a labor union. Electro Rent
considers its employee relations to be satisfactory and provides standard
employee benefits and pays certain of the costs of employee education.
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Item 2. Properties.
Electro Rent's corporate headquarters are located at 6060 Sepulveda
Boulevard, Van Nuys, California. The building contains approximately 84,500
square feet of office space, all of which will be available for future needs of
the Company. There is no additional space in the building available for leasing.
Electro Rent owns a facility in Wood Dale, Illinois containing
approximately 30,750 square feet. It houses the Company's Chicago operations.
The Company's building at 15385 Oxnard Street, Van Nuys, California
contains approximately 68,200 square feet. A portion of the building is being
utilized to house the Company's California warehouse and laboratory operations.
Approximately 34,000 square feet of the building formerly leased to others is
now being used by the Company.
As of May 31, 1998 Electro Rent had both sales offices and equipment,
calibration and service centers in the metropolitan areas of Atlanta, Boston,
Chicago, Los Angeles and San Francisco. Electro Rent also has sales offices in
Albany, Austin, Cleveland, Dallas, Denver, Detroit, Fairfax, Houston, Kansas
City, Minneapolis, Montreal, New York/Newark, Ottawa, Philadelphia, Phoenix,
Portland (OR), Raleigh, Rochester, San Diego, Seattle, Stamford, Toronto and
Washington/ Baltimore.
Electro Rent's facilities aggregate approximately 694,906 square feet.
Except for the corporate headquarters, the Chicago area facilities, and the
Oxnard Street building, all of the facilities are rented pursuant to leases for
up to five years for aggregate annual rentals of approximately $2,405,000 in
fiscal 1998. No rented facility is considered essential to the Company. The
Company considers its facilities to be in good condition, well maintained and
adequate for its needs.
Item 3. Legal Proceedings.
Nothing to report.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of the security holders of the Company.
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PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters.
The Company's common stock is listed by the National Association of
Securities Dealers and is quoted on the NATIONAL MARKET SYSTEM OF NASDAQ. The
symbol is ELRC. The quarterly market price ranges for the common stock for the
two fiscal years ended May 31, 1998 as quoted on NASDAQ, shareholder information
and dividend information are set forth on page 26 of the 1998 Annual Report and
are incorporated herein by reference.
None of the Company's preferred shares are issued and outstanding.
Item 6. Selected Financial Data.
The summary of the selected financial data referred to as Financial
Highlights, appearing on page 1 of the 1998 Annual Report, is hereby
incorporated by reference.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Information appearing under the above caption on pages 13 and 14 of the
1998 Annual Report is hereby incorporated by reference.
Item 8. Financial Statements and Supplementary Data.
The Company's consolidated financial statements together with the report
thereon of Arthur Andersen LLP appearing on pages 15 to 26 of the 1998 Annual
Report are hereby incorporated by reference.
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure.
Nothing to report.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Information appearing in the 1998 Proxy Statement under the captions
Election of Directors (pages 2 and 3), Executive Officers (page
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4), Compliance With Section 16 of the Securities Exchange Act of 1934 (page 4),
and Transactions With Management (page 5), is hereby incorporated by reference.
Item 11. Executive Compensation.
Information appearing in the 1998 Proxy Statement under the caption
Executive Compensation (pages 5 to 9) is hereby incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
Information concerning the ownership of the Company's securities by the
principal holders and by management is set forth in the 1998 Proxy Statement
(pages 2 and 3), and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
Information appearing in the 1998 Proxy Statement under the caption
Transactions With Management (page 5) is hereby incorporated by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
(a) The following financial statements and financial statement schedule
covered by the Report of Independent Public Accountants are filed as a part of
this report and are included or incorporated herein by reference to the
following page or pages of the 1998 Annual Report.
Page Number
-----------
1998 Annual
Item Report Form 10-K
---- ----------- ---------
Consolidated Balance Sheets at
May 31, 1998 and 1997 16
Consolidated Statements of Income
for each of the three years in
the period ended May 31, 1998 15
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Page Number
-----------
1998 Annual
Item Report Form 10-K
---- ----------- ---------
Consolidated Statements of Shareholders'
Equity for each of the three years in
the period ended May 31, 1998 17
Consolidated Statements of Cash Flows
for each of the three years in the
period ended May 31, 1998 18
Notes to Consolidated Financial Statements 19 to 25
Report of Independent Public Accountants 26
Schedule for each of the three years in the
period ended May 31, 1998:
II - Valuation and qualifying accounts 12
Consent and Report of Independent Public
Accountants 14
All other schedules have been omitted since the required information is not
present or is not present in amounts sufficient to require submission of a
schedule, or because the information required is included in the financial
statements or related notes.
(b) Reports on Form 8-K.
During the last quarter of the period covered by this Annual Report, Form
10-K, the Registrant did not file and was not required to file any Current
Reports on Form 8-K.
(c) Exhibits listed by numbers corresponding to Exhibit Table of Item 601
of Regulation S-K.
(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 this Annual Report. 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
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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)(A) The ELECTRO RENT CORPORATION EMPLOYEE STOCK OWNERSHIP AND SAVINGS
PLAN, JUNE 1, 1985 RESTATEMENT, and the ELECTRO RENT CORPORATION EMPLOYEE STOCK
OWNERSHIP AND SAVINGS PLAN TRUST AGREEMENT, are incorporated by reference to
Exhibits 10(A)-(1) and 10(A)-(2) of the Registrant's Annual Report (Form 10-K)
for the fiscal year ended May 31, 1985. A copy of AMENDMENT NO. ONE to the
RESTATED ESOSP is incorporated by reference to Exhibit (10)(A) of Registrant's
Annual Report (Form 10-K) for the fiscal year ended May 31, 1987.
A copy of the ELECTRO RENT CORPORATION EMPLOYEE STOCK OWNERSHIP AND SAVINGS
PLAN, RESTATED AS OF JUNE 1, 1989 is incorporated by reference to Exhibit
(10)(A) of the Annual Report (Form 10-K) for the fiscal year ended May 31, 1989.
Copies of the following documents amending and supplementing the
ESOSP and ESOP as heretofore amended are incorporated by reference to Exhibit
(10)(A)-(1) to (7) of the Annual Report (Form 10-K) for the fiscal year ended
May 31, 1995:
ADOPTION AGREEMENT FOR THE VANGUARD PROTOTYPE 401(k) SAVINGS PLAN
dated August 1, 1994.
ELECTRO RENT CORPORATION SAVINGS PLAN TRUST AGREEMENT dated
September 1, 1994.
ELECTRO RENT SAVINGS PLAN SUPPLEMENT TO THE VANGUARD PROTOTYPE
401(k) SAVINGS PLAN ADOPTION AGREEMENT dated September 24, 1994.
SECOND AMENDMENT TO ELECTRO RENT CORPORATION EMPLOYEE STOCK
OWNERSHIP & SAVINGS PLAN (RESTATED AS OF JUNE 1, 1989) dated as of June 1, 1991.
THIRD AMENDMENT TO ELECTRO RENT CORPORATION EMPLOYEE STOCK OWNERSHIP
AND SAVINGS PLAN (RESTATED AS OF JUNE 1, 1989) dated June 15, 1994.
FOURTH AMENDMENT TO ELECTRO RENT CORPORATION SAVINGS PLAN (RESTATED
AS OF JUNE 1, 1989) dated September 1, 1994.
ELECTRO RENT CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN TRUST
AGREEMENT dated September 1, 1994.
A copy of the GE Rentals Supplement to the Vangard Prototype 401(k)
Savings Plan Adoption Agreement adopted October 10, 1997 is filed as Exhibit
10(A) to this Annual Report.
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(10)(B) The 1980 Stock Option Plan and form of Stock Option
Agreement are incorporated by reference to Exhibits 1.1 and 2, respectively, of
Registration Statement (Form S-8), File No. 2-70763.
The Incentive Stock Option Plan (as Amended and Restated to July 8,
1982) and Amendment No. One to Stock Option Agreement are incorporated by
reference to Exhibit (10)(B) of the Annual Report (Form 10-K) for the fiscal
year ended May 31, 1982. Amendment No. One to the Plan as Amended and Restated
and the Stock Option Agreement, NonQualified Stock Options are incorporated by
reference to Exhibit 10(B) of the Annual Report (Form 10-K) for the fiscal year
ended May 31, 1984.
(10)(C) A copy of the ELECTRO RENT CORPORATION SUPPLEMENTAL
RETIREMENT PLAN is incorporated by reference to Exhibit (10)(C) of Registrant's
Annual Report (Form 10-K) for the fiscal year ended May 31, 1987.
(10)(D) The EXECUTIVE EMPLOYMENT AGREEMENT between the Company and
Daniel Greenberg, Chairman of the Board of Directors and Chief Executive
Officer, and between the Company and William Weitzman, President and Chief
Operating Officer, each originally entered into December 15, 1986 and amended
November 22, 1988 by AMENDMENT NO. ONE TO EXECUTIVE EMPLOYMENT AGREEMENT was
each further amended and restated as of July 15, 1992. A copy of each EXECUTIVE
EMPLOYMENT AGREEMENT (AMENDED AND RESTATED AS OF JULY 15, 1992) is incorporated
by reference to Exhibits (10)(D)-(1) and (10)(D)-(2) of Registrant's Annual
Report (Form 10-K) for the fiscal year ended May 31, 1993.
(10)(E) A copy of the Electro Rent Corporation 1990 Stock Option
Plan, the Electro Rent Corporation Stock Option Agreement (Incentive Stock
Option) and the Electro Rent Corporation Stock Option Agreement (Nonstatutory
Option) are incorporated by reference to Exhibits (10)(E)-(1), (10)(E)-(2) and
(10)(E)-(3), respectively to the Annual Report (Form 10-K) for the fiscal year
ended May 31, 1990. A copy of AMENDMENT NUMBER ONE TO ELECTRO RENT CORPORATION
1990 STOCK OPTION PLAN adopted October 3, 1991 is incorporated by reference to
Exhibit (10)(E) of the Annual Report (Form 10-K) for the fiscal year ended May
31, 1992. A copy of AMENDMENT NUMBER TWO TO ELECTRO RENT CORPORATION 1990 STOCK
OPTION PLAN adopted April 11, 1995 is incorporated by reference to Exhibit
(10)(E) of the Annual Report (Form 10-K) for the fiscal year ended May 31, 1995.
(10)(E) A copy of the Electro Rent Corporation 1996 Stock Option
Plan, the Electro Rent Corporation Stock Option Agreement (Incentive Stock
Options) and the Electro Rent Corporation Stock Option Agreement (Nonstatutory
Stock Options) are incorporated by reference to Exhibits (10)(E)-(1), (2) and
(3) respectively to the Annual Report (Form 10-K) for the fiscal year ended May
31, 1996. A copy of AMENDMENT NUMBER ONE TO ELECTRO RENT CORPORATION 1996 STOCK
OPTION
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PLAN adopted November 1, 1996 is filed as EXHIBIT (10)(E) to this Annual Report.
(10)(E) A copy of the Electro Rent Corporation 1996 Director Option
Plan and the Electro Rent Corporation Stock Option Agreement for the 1996
Director Option Plan are incorporated by reference to Exhibits (10)(E)-(4) and
(5) respectively to the Annual Report (Form 10-K) for the fiscal year ended May
31, 1996.
(11) Statement re computation of per share earnings is incorporated
by reference to the 1998 Annual Report, pages 15, 20 and 22.
(13) 1998 Annual Report. Only those portions of the 1998 Annual
Report to security holders expressly incorporated hereby by reference are deemed
"filed."
(21) Subsidiaries of the Registrant.
Genstar Rental Electronics, Inc., a Canadian corporation
(formerly a subsidiary of Genstar Rental Electronics, Inc., a Delaware
corporation).
Electro Rent de Mexico S.A. de C.V., a Mexican corporation.
Data Rentals/Sales, Inc., a California corporation, and
Genstar Rental Electronics, Inc., a Delaware corporation, the Registrant's
formerly wholly owned subsidiaries, have been merged into the Registrant, their
parent, by statutory merger. Their functions are conducted by divisions of
Electro Rent.
(22) Pages 1 and 13 to 26 of the Annual Report to Security Holders
for the fiscal year ended May 31, 1998 are appended hereto as Exhibit 22 hereof
and are being electronically filed with this Form 10-K Annual Report.
(d) Schedule of Financial Statements Required by Regulation
S-X which is excluded from the 1998 Annual Report by Rule
14 a 3(b) (1):
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ELECTRO RENT CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Years Ended May 31, 1998, 1997 and 1996
(in thousands)
Balance
at Additions Balance
Beginning Charged to at End
Description of Year Income Deductions* of Year
----------- ------- ------ ----------- -------
Allowance for doubtful
receivables
1998 $1,773 $3,158 $216 $4,715
1997 $1,464 $ 717 $408 $1,773
1996 $1,240 $ 682 $458 $1,464
*Represents accounts written off against the allowance, net of recoveries.
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SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Electro Rent Corporation
Dated: August 22, 1998. By /s/ DANIEL GREENBERG
-----------------------------------
Daniel Greenberg, Chief
Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ DANIEL GREENBERG
- ------------------------- Chairman of the Board
Daniel Greenberg and Chief Executive Officer August 22, 1998
/s/ WILLIAM WEITZMAN
- ------------------------- President, Chief Operating
William Weitzman Officer and Director August 22, 1998
/s/ CRAIG R. JONES
- ------------------------- Chief Financial Officer August 22, 1998
Craig R. Jones
/s/ GERALD D. BARRONE
- ------------------------- Director August 22, 1998
Gerald D. Barrone
/s/ NANCY Y. BEKAVAC
- ------------------------- Director August 22, 1998
Nancy Y. Bekavac
/s/ JOSEPH J. KEARNS
- ------------------------- Director August 22, 1998
Joseph J. Kearns
/s/ S. LEE KLING
- ------------------------- Director August 22, 1998
S. Lee Kling
/s/ MICHAEL R. PEEVEY
- ------------------------- Director August 22, 1998
Michael R. Peevey
/s/ Will Richeson, Jr.
- ------------------------- Director August 22, 1998
Will Richeson, Jr.
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our reports incorporated by reference in this Form 10-K, into the Company's
previously filed Registration Statement No. 3-37692.
Arthur Andersen LLP
Los Angeles, California
August 27, 1998
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in Electro Rent Corporation's annual
report to shareholders incorporated by reference in this Form 10-K, and have
issued our report thereon dated August 7, 1998. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
listed in the index above is the responsibility of Company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
Arthur Andersen LLP
Los Angeles, California
August 7, 1998
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