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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MAY 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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 91411-2512
(Address of principal executive offices and zip code)
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
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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 (ss.229.405 of this chapter) 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 amendment to this Form 10-K.
The aggregate market value of the registrant's Voting Stock, held by
non-affiliates of the registrant, as of August 23, 2001, was $327,529,582.
Number of shares of Common Stock outstanding as of August 23, 2001: 24,526,164
shares.
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DOCUMENTS INCORPORATED BY REFERENCE
1. Pages 1, 13-15 and 17-29 of the Annual Report to Security Holders for the
fiscal year ended May 31, 2001 (the "2001 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 11, 2001 (the "2001 Proxy Statement").
CROSS REFERENCE SHEET
Showing Location in 2001 Annual Report
and 2001 Proxy Statement of Information
Required by Items of Form 10-K
PART II
Caption and Reference
Form 10-K Item in 2001 Annual Report
Number and Caption or 2001 Proxy Statement
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5. Market for the Registrant's Common Equity and Related Annual Report page 29
Stockholder Matters
6. Selected Financial Data Annual Report page 1
7. Management's Discussion and Analysis of Financial Annual Report pages 13 to 15
Condition and Results of Operations
8. Financial Statements and Supplementary Data Annual Report pages 17 to 29
PART III
10. Directors and Executive Officers of the Registrant Proxy Statement pages 5, 6 and 8
11. Executive Compensation Proxy Statement pages 6 to 14
12. Security Ownership of Certain Beneficial Owners and Proxy Statement pages 4 and 5
Management
13. Certain Relationships and Related Transactions Proxy Statement page 8
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PART I
EXCEPT FOR THE HISTORICAL STATEMENTS AND DISCUSSIONS CONTAINED IN THIS
ANNUAL REPORT ON FORM 10-K, STATEMENTS CONTAINED IN THIS FORM 10-K CONSTITUTE
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934. THESE FORWARD-LOOKING STATEMENTS REFLECT CURRENT VIEWS OF
OUR MANAGEMENT WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE; HOWEVER,
YOU SHOULD NOT PUT UNDUE RELIANCE ON THESE STATEMENTS. WE UNDERTAKE NO
OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS THAT ARE OR MAY BE
AFFECTED BY DEVELOPMENTS WHICH OUR MANAGEMENT DOES NOT DEEM MATERIAL. WHEN USED
OR INCORPORATED BY REFERENCE 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, NOT ALL OF WHICH ARE DISCLOSED IN THIS FORM
10-K. WE BELIEVE OUR ASSUMPTIONS ARE REASONABLE. NONETHELESS, IT IS LIKELY THAT
AT LEAST SOME OF THESE ASSUMPTIONS WILL NOT COME TRUE. ACCORDINGLY, OUR 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 THE ONES DISCUSSED BELOW, AND IN THE
"RISK FACTORS" ATTACHED AS EXHIBIT 99 TO THIS 10-K, AS WELL AS IN OUR ANNUAL
REPORT TO OUR SHAREHOLDERS (ESPECIALLY IN THE SECTIONS ENTITLED "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS," AND
IN "QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT INTEREST RATES AND CURRENCY
RATES") AND OUR OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
SHOULD ONE OR MORE OF THE RISKS DISCUSSED, OR ANY OTHER RISKS, MATERIALIZE, OR
SHOULD ONE OR MORE OF OUR UNDERLYING ASSUMPTIONS PROVE INCORRECT, OUR ACTUAL
RESULTS MAY VARY MATERIALLY FROM THOSE ANTICIPATED, ESTIMATED, EXPECTED OR
PROJECTED.
Unless otherwise noted (1) the terms "Electro Rent," "we," "us," and
"our," refer to Electro Rent Corporation and its subsidiaries, Genstar Rental
Electronics, Inc. and Electro Rent de Mexico S. A. de C.V., and (2) the terms
"Common Stock" and "shareholder(s)" refer to Electro Rent's common stock and the
holders of that stock, respectively.
Item 1. Business.
Electro Rent was incorporated in California in 1965 and became a
publicly held corporation on March 31, 1980.
We primarily engage in the rental, lease and sale of state-of-the-art
electronic equipment. About 62% of our equipment portfolio at acquisition cost
is composed of general purpose test and measurement instruments purchased from
leading manufacturers such as Agilent Technologies and Tektronix. The remainder
of our equipment portfolio is comprised of personal computers and workstations.
Personal computer lines include those from Compaq, Dell, IBM, Apple, and
Toshiba; while workstations are purchased primarily from Sun Microsystems and
Hewlett Packard. A large part of our equipment portfolio is rented or leased to
Fortune 500 companies in the aerospace, defense, electronics and
telecommunications industries. We believe that our test and measurement
equipment is primarily used in research and development activities and that a
significant amount of this equipment is used in connection with
government-generated projects. We also rent equipment to companies of various
sizes representing a cross-section of American industry. No customer accounted
for more than 10% of our revenues for the fiscal year ended May 31, 2001. No
significant portion of our revenues are currently derived from direct United
States Government contracts.
An important aspect of our 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.
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We service our customers through a network of equipment, calibration and
service centers in the United States and Canada, which are linked by an on-line
computer system. These centers also function as depots for the sale of used
equipment.
After acquiring the rental business of General Electric Technology
Management Services in November 1997, Electro Rent became one of the largest
companies in the highly competitive electronic equipment rental and lease
business. Independent industry publications have identified a number of major
competitors, including Technology Rentals & Services, a division of CIT Group,
Telogy, McGrath Rent Corp. and Continental Resources. Some of our competitors
are divisions of larger organizations, and, therefore, have access to greater
internal financial and other resources than we do.
Our business is relatively non-seasonal except for the third quarter
months of December, January and February, when rental activity declines due to
extended holiday closings by a number of customers. In addition, because
February is a short month, rental billing is reduced.
We purchase the majority of our equipment from leading suppliers of
electronic equipment. The research and development, manufacturing and marketing
trends and activities of our major suppliers tend to shape the nature of the
rental and lease demand of our customers and the availability of equipment. As a
result, our business is significantly affected by the continued research and
development, manufacturing and financial condition of its major suppliers,
particularly Agilent Technologies.
We believe that our relationships with our major suppliers are good.
Because of the volume of our purchases and our long-term purchase arrangements,
we obtain favorable price discounts.
At May 31, 2001, Electro Rent and its subsidiaries, Genstar Rental
Electronics, Inc. and Electro Rent de Mexico S.A. de C.V., employed
approximately 597 individuals. None of these employees is a member of a labor
union. We consider our employee relations to be satisfactory and provide
standard employee benefits and pay certain of the costs of employee education.
Item 2. Properties.
Electro Rent's corporate headquarters and Los Angeles sales office are
located at 6060 Sepulveda Boulevard, Van Nuys, California. The building contains
approximately 84,500 square feet of office space. Approximately 24,800 square
feet are currently being listed for lease to other subtenants. These subtenant
arrangements provide for all of the subleased property to be available for our
future needs. There is no additional space in the building available for
leasing.
We own a facility in Wood Dale, Illinois, containing approximately
30,750 square feet. This facility is currently unoccupied and listed for sale or
lease.
Our building at 15385 Oxnard Street, Van Nuys, California, contains
approximately 68,200 square feet, all of which is used by us, except for 4,500
square feet which is currently listed for lease. This building houses our
California warehouse and laboratory operations.
As of May 31, 2001 Electro Rent had both sales offices and equipment
calibration and service centers in the metropolitan areas of Atlanta, Chicago
and Los Angeles. We also have sales offices in Atlanta, Boston, Cleveland,
Chicago, Dallas, Denver, Detroit, Houston, Las Vegas, Montreal, New York/Newark,
Phoenix, San Diego, San Francisco, Seattle, Toronto and Washington/Baltimore.
Electro Rent's facilities aggregate approximately 484,000 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 $2,968,000 in
fiscal 2001. We do not consider any rented facility essential to our operations.
We consider our facilities to be in good condition, well maintained and adequate
for our needs.
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Item 3. Legal Proceedings.
In the normal course of our business, we are involved in various claims
and legal proceedings. We believe these matters will not have a material adverse
effect on our business or financial condition. The arbitration proceeding with
General Electric Technology Management Services ("TMS"), which involved a
variety of claims arising out of our purchase of certain assets from TMS in
November 1997 has been settled and did not have a material adverse impact on our
financial statements.
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 by our security holders.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters.
Electro Rent's Common Stock is listed by the National Association of
Securities Dealers and is quoted on the NATIONAL MARKET SYSTEM OF NASDAQ. Our
symbol is "ELRC." The quarterly market price ranges for our Common Stock for the
two fiscal years ended May 31, 2001, as quoted on NASDAQ, shareholder
information and dividend information are set forth on page 29 of the 2001 Annual
Report and are incorporated herein by reference.
None of our 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 2001 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 to 15 of the
2001 Annual Report is hereby incorporated by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risks.
The information appearing in the Risk Factors, filed with this 10-K as
Exhibit 99, is hereby incorporated by reference.
Item 8. Financial Statements and Supplementary Data.
Our consolidated financial statements together with the report thereon
of Arthur Andersen LLP appearing on pages 17 to 29 of the 2001 Annual Report are
hereby incorporated by reference.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Nothing to report.
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PART III
Item 10. Directors and Executive Officers of the Registrant.
Information appearing in the 2001 Proxy Statement under the captions
Election of Directors (page 5 and 6), Executive Officers (page 6), Compliance
With Section 16 of the Securities Exchange Act of 1934 (page 8), and
Transactions With Management (page 8), is hereby incorporated by reference.
Item 11. Executive Compensation.
Information appearing in the 2001 Proxy Statement under the caption
Executive Compensation (pages 6 to 14) is hereby incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Information concerning the ownership of Electro Rent's securities by its
principal holders and its management is set forth in the 2001 Proxy Statement
(pages 4 and 5), and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
Information appearing in the 2001 Proxy Statement under the caption
Transactions With Management (page 8) 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 2001 Annual Report.
2001 Annual
Report Form 10-K
Item Page Number Page Number
---- ----------- -----------
Consolidated Statements of Income for each of the three years 17
in the period ended May 31, 2001
Consolidated Balance Sheets at May 31, 2001 and 2000 18
Consolidated Statements of Shareholders' Equity for each of 19
the three years in the period ended May 31, 2001
Consolidated Statements of Cash Flows for each of the three 20
years in the period ended May 31, 2001
Notes to Consolidated Financial Statements 21-28
Report of Independent Public Accountants 29
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2001 Annual
Report Form 10-K
Item Page Number Page Number
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Schedule for each of the three years in the period ended
May 31, 2001:
II - Valuation and qualifying accounts 9
Consent and Report of Independent Public Accountants Exhibit 23
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 on
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.
EXHIBIT INDEX
(* Indicates compensation plan, contract or arrangement)
Exhibit
Number Document 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)(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:
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Exhibit
Number Document Description
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 Vanguard Prototype 401(k)
Savings Plan Adoption Agreement adopted October 10, 1997 is
incorporated by reference to Exhibit 10(A) of the Annual Report (Form
10-K) for the fiscal year ended May 31, 1998.*
(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)
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Exhibit
Number Document Description
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 Plan adopted November 1,
1996 is incorporated by reference to EXHIBIT (10)(E) of the Annual
Report (Form 10-K) for the fiscal year ended May 31, 1998.*
(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.
(10)(E) Electro Rent Corporation 1996 Director Option Plan Amendment No. One.
(11) Statement re computation of per share earnings is incorporated by
reference to the 2001 Annual Report, page 24.
(13) 2001 Annual Report. Only those portions of the 2001 Annual Report to
security holders expressly incorporated hereby by reference are deemed
"filed."
(21) Subsidiaries of the Registrant.
o Electro Rent de Mexico S.A. de C.V., a Mexican corporation
o Genstar Rental Electronics, Inc., a Canadian corporation
(22) Pages 1, 13-15 and 17-29 of the Annual Report to Security Holders for
the fiscal year ended May 31, 2001 are appended hereto as Exhibit 22
hereof and are being electronically filed with this Form 10-K Annual
Report.
(23) Consent of Arthur Andersen LLP, the Company's independent public
accountants.
(99) Risk Factors
(d) Schedule of Financial Statements Required by Regulation S-X, which is
excluded from the 2001 Annual Report by Rule 14 a 3(b) (1):
ELECTRO RENT CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Years Ended May 31, 2001, 2000 and 1999
(in thousands)
Balance at Additions
Beginning Charged to Balance at End
Description of Year Income Deductions* of Year
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Allowance for
doubtful
receivables
2001 $4,866 $2,479 $5,505 $1,840
2000 $5,834 $1,610 $2,578 $4,866
1999 $4,715 $2,714 $1,595 $5,834
*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 23, 2001. By /s/ Daniel Greenberg
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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 and August 23, 2001
- ----------------------------- Chief Executive Officer
Daniel Greenberg
/s/ William Weitzman President, Chief Operating Officer August 23, 2001
- ----------------------------- and Director
William Weitzman
/s/ Craig R. Jones Chief Financial Officer August 23, 2001
- -----------------------------
Craig R. Jones
/s/ Gerald D. Barrone Director August 23, 2001
- -----------------------------
Gerald D. Barrone
Director August 23, 2001
- -----------------------------
Nancy Y. Bekavac
Director August 23, 2001
- -----------------------------
Joseph J. Kearns
/s/ S. Lee Kling Director August 23, 2001
- -----------------------------
S. Lee Kling
/s/ Michael R. Peevey Director August 23, 2001
- -----------------------------
Michael R. Peevey
/s/ Will Richeson, Jr. Director August 23, 2001
- -----------------------------
Will Richeson, Jr.
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