<PAGE>   1

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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 MARCH 31, 2001

                                          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 001-14299

                             ---------------------

                               NATIONSRENT, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
    <S>                                    <C>
                  DELAWARE                             31-1570069
       (State or other Jurisdiction of              (I.R.S. Employer
       Incorporation or Organization)             Identification No.)

          450 EAST LAS OLAS BLVD.,                       33301
             FORT LAUDERDALE, FL                       (Zip Code)
       (Address of principal executive
                  offices)
</TABLE>

                                 (954) 760-6550
              (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 [  ]

     The number of shares of Common Stock, par value $0.01 per share,
outstanding on May 10, 2001 was 57,359,281.
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<PAGE>   2

                               NATIONSRENT, INC.

                           INDEX TO QUARTERLY REPORT

                                  ON FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 31, 2001

                                     PART I
                             FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                               PAGE
                                                              NUMBER
                                                              ------
<S>                                                           <C>
Item 1. Financial Statements
  Unaudited Consolidated Balance Sheets as of March 31, 2001
     and December 31, 2000..................................     1
  Unaudited Consolidated Statements of Operations for the
     Three Months Ended March 31, 2001 and 2000.............     2
  Unaudited Consolidated Statements of Cash Flows for the
     Three Months Ended March 31, 2001 and 2000.............     3
  Notes to Unaudited Consolidated Financial Statements......     4
Item 2. Management's Discussion and Analysis of Financial
  Condition and Results of Operations.......................     9
Item 3. Quantitative and Qualitative Disclosures About
  Market Risk...............................................    16

PART II
OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds...........    17
Item 6. Exhibits and Reports on Form 8-K....................    18
Signatures..................................................    21
</TABLE>
<PAGE>   3

                        PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                               NATIONSRENT, INC.

                     UNAUDITED CONSOLIDATED BALANCE SHEETS
                       (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                              MARCH 31,    DECEMBER 31,
                                                                 2001          2000
                                                              ----------   ------------
<S>                                                           <C>          <C>
                           ASSETS
Cash and cash equivalents...................................  $    6,864    $   67,813
Accounts receivable, net....................................     117,222       129,389
Inventories.................................................      33,533        33,438
Prepaid expenses and other assets...........................      21,106        20,623
Deferred financing costs, net...............................      16,523        17,221
Rental equipment, net.......................................     506,897       526,958
Assets held for sale........................................      16,574        35,638
Property and equipment, net.................................     101,819       103,977
Intangible assets related to acquired businesses, net.......     780,232       784,939
                                                              ----------    ----------
          Total Assets......................................  $1,600,770    $1,719,996
                                                              ==========    ==========

            LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Accounts payable..........................................  $   46,753    $   84,069
  Accrued compensation and related taxes....................       6,415         4,466
  Accrued expenses and other liabilities....................      69,788        61,854
  Debt......................................................   1,064,329     1,117,026
  Income taxes payable......................................         100           100
  Deferred income taxes.....................................          --        11,510
                                                              ----------    ----------
          Total liabilities.................................   1,187,385     1,279,025
                                                              ----------    ----------
Commitments and Contingencies
Stockholders' Equity:
  Preferred stock -- $0.01 par value, 5,000,000 shares
     authorized:
     Series A convertible, $100,000 liquidation preference,
     100,000 shares issued and outstanding at March 31, 2001
     and December 31, 2000..................................           1             1
     Series B convertible, $100,000 liquidation preference,
     100,000 shares issued and outstanding at March 31, 2001
     and December 31, 2000..................................           1             1
  Common stock-- $0.01 par value, 250,000,000 shares
     authorized, 57,359,281 shares and 57,505,481 shares
     issued and outstanding at March 31, 2001 and December
     31, 2000, respectively.................................         584           584
  Additional paid-in capital................................     471,172       471,172
  Retained earnings (deficit)...............................     (55,493)      (28,112)
  Treasury stock, at cost, 1,065,200 shares and 919,000
     shares at March 31, 2001 and December 31, 2000,
     respectively...........................................      (2,880)       (2,675)
                                                              ----------    ----------
          Total stockholders' equity........................     413,385       440,971
                                                              ----------    ----------
          Total Liabilities and Stockholders' Equity........  $1,600,770    $1,719,996
                                                              ==========    ==========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        1
<PAGE>   4

                               NATIONSRENT, INC.

                UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              -------------------
                                                                2001       2000
                                                              --------   --------
<S>                                                           <C>        <C>
Revenue:
  Equipment rentals.........................................  $109,294   $110,346
  Sales of equipment, merchandise, service, parts and
     supplies...............................................    39,492     31,850
                                                              --------   --------
          Total revenue.....................................   148,786    142,196
                                                              --------   --------
Cost of revenue:
  Cost of equipment rentals.................................    50,285     38,005
  Rental equipment depreciation and lease expense...........    26,981     23,173
  Cost of sales of equipment, merchandise, service, parts
     and supplies...........................................    36,489     21,344
                                                              --------   --------
          Total cost of revenue.............................   113,755     82,522
                                                              --------   --------
Gross profit................................................    35,031     59,674
Operating expenses:
  Selling, general and administrative expenses..............    24,211     25,803
  Restructuring charge......................................     6,301         --
  Non-rental equipment depreciation and amortization........     8,167      5,646
                                                              --------   --------
Operating income (loss).....................................    (3,648)    28,225
                                                              --------   --------
Other (income)/expense:
  Interest expense..........................................    33,045     22,599
  Other, net................................................      (525)       (46)
                                                              --------   --------
                                                                32,520     22,553
                                                              --------   --------
Income (loss) before provision (benefit) for income taxes
 and cumulative effect of change in accounting principle....   (36,168)     5,672
  Provision (benefit) for income taxes......................   (10,146)     2,354
                                                              --------   --------
  Income (loss) before cumulative effect of change in
     accounting principle...................................   (26,022)     3,318
  Cumulative effect of change in accounting principle, net
     of income tax benefit
     (see note 1)...........................................     1,359         --
                                                              --------   --------
Net income (loss)...........................................  $(27,381)  $  3,318
                                                              ========   ========
Net income (loss) per share:
  Basic.....................................................  $  (0.48)  $   0.06
                                                              ========   ========
  Diluted...................................................  $  (0.48)  $   0.05
                                                              ========   ========
Weighted average common shares outstanding:
  Basic.....................................................    57,361     58,566
                                                              ========   ========
  Diluted...................................................    57,361     73,194
                                                              ========   ========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        2
<PAGE>   5

                               NATIONSRENT, INC.

                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED
                                                                    MARCH 31,
                                                              ---------------------
                                                                2001        2000
                                                              ---------   ---------
<S>                                                           <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)...........................................  $ (27,381)  $   3,318
Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
  Depreciation and amortization.............................     20,247      18,565
  Non-cash restructuring charge.............................      6,301          --
  Loss (gain) on disposal of non-rental equipment...........       (104)          6
  Gain on sale of rental equipment..........................     (1,442)     (6,629)
  Deferred income tax provision (benefit)...................    (11,200)      1,829
  Changes in operating assets and liabilities:
       Accounts receivable..................................     12,166       8,132
       Inventories..........................................        (95)     (2,375)
       Prepaid expenses and other assets....................      3,463      (4,247)
       Accounts payable.....................................    (34,846)     13,175
       Accrued expenses and other liabilities...............      6,397       5,868
       Income taxes payable.................................         --        (383)
                                                              ---------   ---------
       Net cash provided by (used in) operating
        activities..........................................    (26,494)     37,259
                                                              ---------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition of businesses, net of cash acquired........         --     (19,475)
     Payment of contingent acquisition consideration........         --     (10,750)
     Purchases of rental equipment..........................     (3,797)    (68,067)
     Purchases of property and equipment....................     (2,498)     (8,923)
     Proceeds from sale of rental equipment.................     30,157      15,892
     Proceeds from sale of non-rental equipment.............        935          --
                                                              ---------   ---------
       Net cash provided by (used in) investing
        activities..........................................     24,797     (91,323)
                                                              ---------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from debt.....................................      9,586     141,840
     Repayments of debt.....................................    (64,752)    (86,800)
     Purchase of treasury stock.............................       (205)         --
     Debt issuance costs....................................     (3,881)        (24)
                                                              ---------   ---------
       Net cash provided by (used in) financing
        activities..........................................    (59,252)     55,016
                                                              ---------   ---------
Net increase (decrease) in cash and cash equivalents........    (60,949)        952
Cash and cash equivalents, beginning of period..............     67,813       5,290
                                                              ---------   ---------
Cash and cash equivalents, end of period....................  $   6,864   $   6,242
                                                              =========   =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid for interest.................................  $  17,418   $  10,847
                                                              =========   =========
     Cash paid for income taxes.............................  $      85   $     638
                                                              =========   =========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
  ACTIVITIES:
  The Company acquired the net assets and assumed certain
     liabilities of certain businesses as follows:
     Total assets, net of cash acquired.....................  $      --   $  35,072
     Total liabilities assumed..............................         --     (11,027)
     Amount paid through the issuance of debt and future
      contractual payments..................................         --      (4,570)
                                                              ---------   ---------
       Net cash paid........................................  $      --   $  19,475
                                                              =========   =========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        3
<PAGE>   6

                               NATIONSRENT, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001

NOTE 1 -- BASIS OF PRESENTATION

     The accompanying unaudited interim consolidated financial statements have
been prepared by NationsRent, Inc. (the "Company") and reflect all adjustments
of a normal recurring nature which are, in the opinion of management, necessary
for a fair presentation of financial results for the three months ended March
31, 2001 and 2000, in accordance with generally accepted accounting principles
for interim financial reporting and pursuant to Article 10 of Regulation S-X.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates. For interim reporting
purposes, certain expenses are charged to earnings in proportion to the
relationship that revenue for such period bears to estimated full year revenue
and related expenses. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. These unaudited interim consolidated financial statements should be
read in conjunction with the consolidated financial statements for the year
ended December 31, 2000 appearing in the Company's Annual Report on Form 10-K
filed with the Securities and Exchange Commission. The results of operations for
the three months ended March 31, 2001 are not necessarily indicative of the
results which may be reported for the year ending December 31, 2001.

     The unaudited interim consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries. All material
intercompany transactions and balances have been eliminated in consolidation.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

     Effective January 1, 2001, the Company adopted Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as amended ("SFAS No. 133"). This statement establishes accounting
and reporting standards for derivative instruments and hedging activities. Under
SFAS No. 133, all derivatives must be recognized as assets or liabilities and
measured at fair value. If the derivative is designated as a cash flow hedge,
the effective portions of changes in the fair value of the derivative are
recorded in other comprehensive income and are recognized in the income
statement when the hedged item affects earnings. Ineffective portions of changes
in the fair value of cash flow hedges are recognized in earnings.

     The use of interest rate risk management instruments, such as swaps, is
required under the terms of the Company's Senior Revolving Credit and Term Loan
Facility (the "Credit Facility"). The Company has developed and implemented a
policy to maintain the percentage of fixed and variable debt within certain
parameters. Through the use of swaps, the Company limits its exposure to and
benefits from interest rate fluctuations on variable rate debt to within a
certain range of rates. At March 31, 2001, the amount covered by swaps was
$195.0 million, with effective interest rates between 6.6% and 6.8%. The Company
recognizes its derivatives on the balance sheet at fair value, representing a
liability of approximately $4,191,000 as of March 31, 2001 which is included in
other accrued liabilities in the accompanying unaudited consolidated balance
sheet. The Company has determined the interest rate swaps to be ineffective cash
flow hedges, as defined by SFAS No. 133. In accordance with the transition
provisions of SFAS No. 133, the Company recorded a $1,359,000 charge net of
income tax benefits or $0.02 per share, which is recorded in the unaudited
consolidated statement of operations for the three months ended March 31, 2001
as a cumulative effect of change in accounting principle. The impact of the
change in value of the Company's swaps for the three months ended March 31, 2001
resulted in a charge to interest expense of $1,864,000.

                                        4
<PAGE>   7
                               NATIONSRENT, INC.

      NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 2 -- RESTRUCTURING CHARGE

     During the fourth quarter of 2000, the Company implemented a plan to
restructure certain of its operations to address a significant imbalance between
its revenue and costs. During the first quarter of 2001, the Company implemented
additional actions to restructure certain of its operations. The restructuring
plan is comprised of the following major components: (i) the sale of excess
rental equipment, which primarily relates to a portion of the Company's heavy
earthmoving equipment that has the highest unit cost, requires the most
expensive support infrastructure and has the lowest return on investment; (ii)
the abandonment of certain information system projects that were under
development; (iii) the elimination of jobs company-wide and the consolidation of
various departments within the Company's organization; and (iv) the closure of
certain rental and office locations.

     Pursuant to the Company's restructuring plan, during the fourth quarter of
2000, the Company recorded a pre-tax restructuring charge of approximately
$72,005,000 and during the first quarter of 2001, the Company recorded an
additional pre-tax restructuring charge of approximately $6,301,000 ($4,533,000
after-tax or $0.08 per share). The components of these charges, along with the
2001 activity related to these charges, are presented in the following table (in
thousands).

<TABLE>
<CAPTION>
                                   RESERVE                                           RESERVE
                                  BALANCE AT     AMOUNTS          DEDUCTIONS        BALANCE AT
                                 DECEMBER 31,   CHARGED TO    -------------------   MARCH 31,
                                     2000         INCOME       CASH      NON-CASH      2001
                                 ------------   ----------    -------    --------   ----------
<S>                              <C>            <C>           <C>        <C>        <C>
Rental fleet disposition.....      $36,491        $5,088      $    --    $(17,413)   $24,166
Information systems
  abandonment................          900            --         (225)         --        675
Employee termination
  severance costs............        6,636         1,144       (2,295)         --      5,485
Facility closures............        1,763            69           --         (71)     1,761
                                   -------        ------      -------    --------    -------
                                   $45,790        $6,301      $(2,520)   $(17,484)   $32,087
                                   =======        ======      =======    ========    =======
</TABLE>

     The accrual for rental fleet disposition represents estimated losses on
assets held for sale at March 31, 2001 and includes approximately $10,400,000 of
losses related to the sale of leased rental equipment. During the fourth quarter
of 2000 and the first quarter of 2001, the Company sold approximately 53% of the
$156,700,000 of original cost of the rental equipment that has been identified
for sale under the restructuring plan. The Company plans to sell the remaining
rental equipment by mid-2001 through sales to independent third parties through
auctions, brokers and retail sales. Although the Company is aggressively
marketing these assets held for sale, the disposition of the remainder of these
assets could extend beyond mid-2001.

     The remaining accrual for the abandonment of information systems is for
payments related to certain abandoned software which will be paid through 2001.

     The restructuring plan includes the termination and payment of related
severance benefits under the Company's existing severance plan and agreements
for approximately 525 employees, of which 402 had been terminated as of March
31, 2001. The remaining terminations will be substantially completed by the
third quarter of 2001 and payments are expected to be made through 2002.

     Eighteen of the Company's facilities, primarily rental locations, were
identified for closure under the restructuring plan of which 11 had been closed
as of March 31, 2001. The exit costs associated with these facility closures
consist primarily of future lease commitments, after considering estimated
sublease opportunities, and the write-off of capital improvements made to such
facilities. The Company anticipates that the remaining closures will be
completed by mid-2001. Lease payments for the facility closures extend into
2009. Although the Company intends to aggressively market these locations for
subleases on acceptable terms, the ultimate time required to obtain acceptable
subleases may extend beyond the Company's estimates. The

                                        5
<PAGE>   8
                               NATIONSRENT, INC.

      NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Company has other rental locations in the geographic markets where the facility
closures are taking place. The Company believes that revenue and results of
operations related to the closed locations will be retained by these other
rental locations in the same geographic markets.

NOTE 3 -- ACQUISITIONS

     The Company made three acquisitions of equipment rental businesses during
the three months ended March 31, 2000. The aggregate consideration for these
acquisitions was $24,191,000 and consisted of (i) $19,621,000 of cash, (ii)
$3,475,000 of subordinated convertible debt and (iii) $1,095,000 of future
contractual cash payments. In addition, the Company repaid or assumed
outstanding indebtedness of the acquired companies in the aggregate amount of
$8,930,000. These acquisitions have been accounted for using the purchase method
and, accordingly, the acquired assets and assumed liabilities, including
goodwill, have been recorded at their estimated fair values as of the date of
acquisition.

     During the three months ended March 31, 2000, the Company paid
consideration of $10,750,000 of cash, $700,000 of subordinated convertible debt
and 1,721,664 shares of Common Stock to the former owners of previously acquired
businesses related to the achievement of certain operating results. The Company
records amounts paid for contingent consideration as additional purchase price
once they are incurred since the consideration is required regardless of the
former owner's continued association with the Company.

NOTE 4 -- SEASONALITY

     The Company's revenue and income are dependent upon the activity in the
construction industry in the markets served by the Company. Construction
activity is dependent upon weather and the traditional seasons for construction
work. Because of this variability in demand, the Company's quarterly revenue may
fluctuate, and revenue for the first quarter of each year can be expected to be
lower than the remaining quarters. Although the Company believes that the
historical trend in quarterly revenue for the second, third and fourth quarters
of each year is generally higher than the first quarter, there can be no
assurance that this will occur in future periods. Accordingly, quarterly or
other interim results should not be considered indicative of results to be
expected for any quarter or for the full year.

NOTE 5 -- EARNINGS (LOSS) PER SHARE

     The following table sets forth the computation of basic and diluted
earnings (loss) per share (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              -------------------
                                                                2001       2000
                                                              --------    -------
<S>                                                           <C>         <C>
Numerator for diluted earnings (loss) per share -- net
  income (loss).............................................  $(27,381)   $ 3,318
                                                              ========    =======
Denominator:
  Denominator for basic earnings (loss) per
     share--weighted-average shares.........................    57,361     58,566
  Effect of dilutive securities:
     Preferred stock........................................        --     14,286
     Employee stock options.................................        --        342
                                                              --------    -------
Denominator for diluted earnings (loss) per share-- adjusted
  weighted-average shares...................................    57,361     73,194
                                                              ========    =======
Basic earnings (loss) per share.............................  $  (0.48)   $  0.06
                                                              ========    =======
Diluted earnings (loss) per share...........................  $  (0.48)   $  0.05
                                                              ========    =======
</TABLE>

     Options and warrants to purchase 8,443,094 and 5,459,427 shares of Common
Stock were outstanding at March 31, 2001 and 2000, respectively, but were not
included in the computation of diluted earnings per share

                                        6
<PAGE>   9
                               NATIONSRENT, INC.

      NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

because the options' exercise price was greater than the average market value of
the shares of Common Stock for the periods presented and, therefore, the effect
would be anti-dilutive. The convertible subordinated debt was excluded from the
diluted earnings per share calculation for the three months ended March 31, 2001
and 2000, respectively, as such debt was anti-dilutive in such periods.

     Preferred stock and subordinated debt convertible into 36,507,937 and
11,375,871 shares of Common Stock, respectively, were outstanding at March 31,
2001 but were not included in the computation of diluted earnings per share
since their effect would be anti-dilutive.

NOTE 6 -- COMPREHENSIVE INCOME (LOSS)

     The objective of reporting comprehensive income (loss) is to disclose all
changes in equity of an enterprise that result from transactions and other
economic events in a period other than transactions with owners. The
comprehensive income (loss) of the Company was equal to net income (loss) for
all periods presented.

NOTE 7 -- TREASURY STOCK

     During the three months ended March 31, 2001, the Company repurchased
146,200 shares of its Common Stock in the open market for a cost of
approximately $205,000 under its $5,000,000 Board authorized cumulative share
repurchase program. Through March 31, 2001, an aggregate of 1,065,200 shares of
Common Stock have been acquired under this program for an aggregate purchase
price of approximately $2,880,000. These shares have been recorded as treasury
stock in the accompanying consolidated financial statements.

NOTE 8 -- DEBT

     On March 15, 2001, the Company entered into an amendment to the Credit
Facility, the terms of which included a waiver with respect to certain financial
covenants at December 31, 2000, a reduction in total commitments and an increase
in pricing. The amendment also changed certain financial covenants based on the
Company's business plan for 2001. On the effective date of the amendment, the
total commitments were reduced from $925,000,000 to $850,000,000. The Credit
Facility now consists of a $400,000,000 term loan due July 2006 and a
$450,000,000 revolving line of credit due July 2004, with quarterly caps on
revolver availability of between $346,000,000 and $404,000,000 until delivery of
financial statements for the fiscal quarter ending March 31, 2002. On December
31, 2001, the Company is required to pay down the term loan by $53,700,000.
These reductions resulted in the write-off of approximately $3,600,000 in
deferred financing costs during the first quarter of 2001 included in interest
expense in the accompanying unaudited consolidated statement of operations. The
Credit Facility can be used to make capital expenditures, enter into standby
letters of credit or for working capital and other general corporate purposes.
Borrowings under the revolving line of credit bear interest at either the Fleet
National Bank base rate plus a percentage ranging from 0.50% to 2.50% or, at the
Company's option, the Eurodollar market rate plus a percentage ranging from
1.75% to 4.50%. The term loan bears interest at the base rate plus 2.00% to
2.50%, or at the Company's option, the Eurodollar market rate plus 3.25% to
4.50%. The percentage over the Eurodollar market rate and base rate is based on
the Company's financial performance as measured by the senior funded debt ratio,
the Company's senior secured debt rating and the total funded debt ratio. As of
March 31, 2001, the percentage over the Eurodollar market rate and base rate for
borrowings under the Credit Facility were 4.50% and 2.50%, respectively. The
Credit Facility is secured by a security interest in substantially all of the
Company's assets. The Credit Facility also imposes, among other covenants, a
tangible assets to senior debt covenant, a restriction on all of the Company's
retained earnings including the declaration and payment of cash dividends and a
restriction on the ratio of total and senior funded debt to earnings before
interest, income taxes, depreciation and amortization. Until December 31, 2001,
the Company is also subject to a quarterly and cumulative limitation on the
Company's capital expenditures for rental and non-rental equipment and for
growth activities, and a quarterly and cumulative required minimum earnings
before interest, income taxes, depreciation and amortization. For 2001, the
Company is also required to generate proceeds from the sale of used equipment
and other asset sales
                                        7
<PAGE>   10
                               NATIONSRENT, INC.

      NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

in excess of its capital expenditures. In the event the Company's financial
performance in the future fails to meet certain covenants in the Credit
Facility, it could have a material adverse effect on the Company's business,
financial condition, results of operations or prospects. On March 31, 2001,
$292,400,000 and $400,000,000 of cash borrowings were outstanding under the
revolving line of credit and term loan respectively.

                                        8
<PAGE>   11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The following discussion and analysis of our consolidated results of
operations and financial condition should be read in conjunction with the
unaudited interim consolidated financial statements and the related notes
included herein and the consolidated financial statements for the year ended
December 31, 2000 appearing in our Annual Report on Form 10-K filed with the
Securities and Exchange Commission.

GENERAL

     NationsRent is a leading provider of rental equipment in the United States.
We offer a comprehensive line of equipment for rent primarily to a broad range
of construction and industrial customers including general contractors,
subcontractors, highway contractors, manufacturing plants and distribution
centers. We also sell used and new equipment, spare parts and supplies. As of
March 31, 2001, we operated over 200 equipment rental locations in 27 states. We
have become a leading provider of rental equipment as a result of a combination
of having acquired platform companies in target markets, opened or acquired
additional locations concentrated around those businesses and expanded the
selection and availability of our rental fleet.

     As part of building a nationally branded network, we seek to conform the
physical appearance and product offerings of all of our stores to a uniform
format. Distinguishing characteristics of this format include clearly marked
aisles, a wide variety of newer, name brand, and well maintained rental
equipment, prominent use of the NationsRent logo and colors and attractive, well
organized and clean store facilities. In addition, our stores seek to offer a
high level of customer service that is supported through employee training and
information systems. The cost of converting acquired locations to the
NationsRent format has varied depending on the physical properties of the
acquired location and the condition, breadth and depth of rental equipment
inventory at such location, which were factors considered in the selection and
pricing of acquisition candidates. The cost of opening our new locations has
varied depending on whether we leased or purchased the underlying real property,
the size of the location and the breadth and depth of inventory at each
location. See "Liquidity and Capital Resources."

     We derive our revenue from equipment rentals, sales of new and used
equipment, spare parts and supplies and maintenance and repair services. Rental
revenue is dependent on several factors including demand for rental equipment,
the amount and quality of equipment available for rent, rental rates, weather
conditions and general economic conditions. Revenue generated from the sale of
used equipment is affected by price, general economic conditions and the
condition and age of the equipment. Revenue from the sale of new equipment is
affected by price and general economic conditions. Revenue from the sale of
spare parts and supplies as well as maintenance and repair services is primarily
affected by equipment rental and sales volume.

     The principal components of our cost of revenue include equipment
depreciation and lease expense, costs of new and used equipment sold, personnel
costs, occupancy costs, repair and maintenance costs and vehicle operations. In
order to more clearly reflect the cost of our rental fleet, we have combined
operating lease expense related to our rental fleet with rental equipment
depreciation and reported these amounts on a separate line in our statements of
operations.

     Selling, general and administrative expenses include management salaries,
advertising and marketing, travel, administrative and clerical salaries, data
processing and bad debt expense.

     Non-rental equipment depreciation and amortization includes the
depreciation of fixed assets that are not offered for rent, amortization of
leasehold improvements and amortization of intangible assets related to the
acquired businesses.

RESTRUCTURING ACTIVITIES

     During the fourth quarter of 2000, we implemented a plan to restructure
certain of our operations to address a significant imbalance between our revenue
and costs. During the first quarter of 2001, we

                                        9
<PAGE>   12

implemented additional actions to restructure certain of its operations. The
restructuring plan is comprised of the following major components:

     - the sale of excess rental equipment, which primarily relates to a portion
       of our heavy earthmoving equipment that has the highest unit cost,
       requires the most expensive support infrastructure and has the lowest
       return on investment;

     - the abandonment of certain information system projects that were under
       development;

     - the elimination of jobs company-wide and the consolidation of various
       departments within our organization; and

     - the closure of certain rental and office locations.

     Pursuant to our restructuring plan, during the fourth quarter of 2000, we
recorded a pre-tax restructuring charge of $72.0 million and during the first
quarter of 2001, we recorded an additional pre-tax restructuring charge of $6.3
million ($4.5 million after-tax or $0.08 per share). The components of these
charges, along with the 2001 activity related to these charges, are presented in
the following table (in thousands).

<TABLE>
<CAPTION>
                                   RESERVE                                           RESERVE
                                  BALANCE AT     AMOUNTS          DEDUCTIONS        BALANCE AT
                                 DECEMBER 31,   CHARGED TO    -------------------   MARCH 31,
                                     2000         INCOME       CASH      NON-CASH      2001
                                 ------------   ----------    -------    --------   ----------
<S>                              <C>            <C>           <C>        <C>        <C>
Rental fleet disposition.....      $36,491        $5,088      $    --    $(17,413)   $24,166
Information systems
  abandonment................          900            --         (225)         --        675
Employee termination
  severance costs............        6,636         1,144       (2,295)         --      5,485
Facility closures............        1,763            69           --         (71)     1,761
                                   -------        ------      -------    --------    -------
                                   $45,790        $6,301      $(2,520)   $(17,484)   $32,087
                                   =======        ======      =======    ========    =======
</TABLE>

     The accrual for rental fleet disposition represents estimated losses on
assets held for sale at March 31, 2001 and includes approximately $10.4 million
of losses related to the sale of leased rental equipment. During the fourth
quarter of 2000 and the first quarter of 2001, we have sold approximately 53% of
the $156.7 million of original cost of the rental equipment that has been
identified for sale under the restructuring plan. We plan to sell the remaining
rental equipment by mid-2001 through sales to independent third parties through
auctions, brokers and retail sales. Although we are aggressively marketing these
assets held for sale, the disposition of these assets could extend beyond
mid-2001.

     The remaining accrual for the abandonment of information systems is for
payments related to certain abandoned software which will be paid through 2001.

     The restructuring plan includes the termination and payment of related
severance benefits under our existing severance plan and agreements for
approximately 525 employees, of which 402 had been terminated as of March 31,
2001. The remaining terminations will be substantially completed during the
third quarter of 2001 and payments are expected to be made through 2002.

     Eighteen of our facilities, primarily rental locations, were identified for
closure under the restructuring plan of which 11 had been closed as of March 31,
2001. The exit costs associated with these facility closures consist primarily
of future lease commitments, after considering estimated sublease opportunities,
and the write-off of capital improvements made to such facilities. We anticipate
that the remaining closures will be completed by mid-2001. Lease payments for
the facility closures extend into 2009. Although we intend to aggressively
market these locations for subleases on acceptable terms, the ultimate time
required to obtain acceptable subleases may extend beyond our estimates. We have
other rental locations in the geographic markets where the facility closures are
taking place. We believe that revenue and results of operations related to the
closed locations will be retained by these other rental locations in the same
geographic markets.

                                        10
<PAGE>   13

NEW STORES

     In October 2000, we entered into an exclusive multi-year strategic alliance
with Lowe's Companies, Inc., the world's second largest home improvement
retailer, to operate NationsRent rental centers within select Lowe's home
improvement stores. Operating as a store within a store adjacent to the entrance
of a Lowe's store, the NationsRent stores will rent our full line of
construction tools and equipment to Lowe's customers. We will lease these rental
centers from Lowe's for terms initially expiring in 2008 with two five-year
renewal options. The Lowe's strategic alliance has and will require us to
accelerate investments in systems, training, brand support and other store
start-up costs. As of March 31, 2001, we operated 14 NationsRent rental centers
at Lowe's locations and we anticipate having a total of 40 of these stores
opened by the end of 2001.

     For 2001, we are planning to slow our annual internal rental revenue growth
to a range of 8% to 10%. Our slower growth will allow us to significantly reduce
capital expenditures and generate cash to reduce debt. Because of the reduction
in rental capital expenditures, the average age of our rental fleet will
increase by approximately eight months. However, because the average age of our
rental fleet will still be below 36 months, we do not foresee a material
increase in repair and maintenance expense during 2001. Our new store growth
will concentrate on our strategic alliance with Lowe's to operate NationsRent
rental centers in select Lowe's locations.

HISTORICAL RESULTS OF OPERATIONS

  Three Months Ended March 31, 2001 and 2000

     Revenue.  The following table sets forth our revenue by type for the years
ended March 31, 2001 and 2000 (in thousands, except percentages):

<TABLE>
<CAPTION>
                                                         YEAR ENDED MARCH 31,
                                                --------------------------------------
                                                      2001                 2000
                                                -----------------    -----------------
<S>                                             <C>         <C>      <C>         <C>
Equipment rentals.............................  $109,294     73.5%   $110,346     77.6%
Sales of equipment, merchandise, service,
  parts and supplies..........................    39,492     26.5      31,850     22.4
                                                --------    -----    --------    -----
                                                $148,786    100.0%   $142,196    100.0%
                                                ========    =====    ========    =====
</TABLE>

     Total revenue increased $6.6 million, or 4.6%, for the three months ended
March 31, 2001 when compared to the same period in 2000. Rental revenue
decreased $1.0 million, or 1.0%, for the three months ended March 31, 2001 when
compared to the same period in 2000. Rental revenue was negatively impacted for
the three months ended March 31, 2001 by adverse weather, competitive market
conditions and the slowing economy in certain of our markets, as well as
internal disruptions caused by our restructuring plan discussed above. In
addition, during 2000 the Company divested certain non-core businesses. The
increase in total revenue was primarily the result of revenue from the sale of
rental fleet pursuant to our restructuring plan discussed above, which was
recorded with no gross profit.

     Gross Profit.  Gross profit decreased $24.7 million for the three months
ended March 31, 2001 when compared to the same period in 2000. Gross profit as a
percentage of total revenue was 23.5% for the three months ended March 31, 2001,
compared to 42.0% for the same period in 2000.

     The decrease in gross profit for the three months ended March 31, 2001 when
compared to the same period in 2000 was primarily due to an increase in costs
associated with the new stores opened in 2000, an increase in insurance expense,
additional property tax related to the increased levels of rental fleet,
decreased sales of used equipment in the ordinary course of business and an
increase in costs associated with our delivery fleet.

     Operating Expenses.  Selling, general and administrative expenses decreased
$1.6 million for the three months ended March 31, 2001 when compared to the same
period in 2000. Selling, general and administrative expenses were positively
impacted by cost reductions made pursuant to our restructuring plan discussed
above, offset by approximately $1.4 million of charges related to the
renegotiation of certain contracts and

                                        11
<PAGE>   14

professional fees. Selling, general and administrative expenses as a percentage
of total revenue were 16.3% and 18.1% for the three months ended March 31, 2001
and 2000, respectively. The decrease in selling, general and administrative
expenses as a percentage of total revenue was primarily a result of the
reduction in expense discussed above and the increase in total revenue.

     Also included in operating expenses is a $6.3 million charge for
restructuring for the three months ended March 31, 2001 discussed above.

     Non-rental equipment depreciation and amortization increased $2.6 million
for the three months ended March 31, 2001 when compared to the same period in
2000. This increase is primarily related to an increase in goodwill amortization
for businesses acquired in late 1999 and early 2000 and an increase in
depreciation expense related to improvements made to our rental locations.

     Operating Income (Loss).  Operating income decreased $32.0 million for the
three months ended March 31, 2001 when compared to the same period in 2000. The
reduction in operating income was primarily related to the factors discussed
above.

     Other Income and Expense.  Interest expense increased $10.4 million for the
three months ended March 31, 2001 when compared to the same period in 2000. This
increase was due primarily to a $3.6 million charge for the write-off of
deferred financing costs in connection with the amendment to our senior credit
facility entered into in March 2001 (see "Liquidity and Capital Resources"), a
$1.9 million charge for the change in value of our interest rate swap agreements
(see "Impact of Recently Issued Accounting Standards") and an increase in the
interest rates charged on the variable portion of our bank debt. Interest
expense is primarily attributable to borrowings under our senior credit
facility, notes issued to finance the purchase of equipment, subordinated
convertible notes issued to sellers of businesses we acquired and our senior
subordinated notes.

     Income Taxes.  Our effective income tax rate was 28.0% and 41.5% for the
three months ended March 31, 2001 and 2000, respectively. For the three months
ended March 31, 2001, we recognized a tax benefit only to the extent that we had
deferred income tax liabilities recorded on our balance sheet.

     Cumulative Effect of Change in Accounting Principle.  Effective January 1,
2001, we adopted Statement of Financial Accounting Standard No. 133, "Accounting
for Derivative Instruments and Hedging Activities," as amended ("SFAS No. 133").
The adoption of SFAS No. 133 resulted in an after tax charge of $1.4 million as
a cumulative effect of change in accounting principle. See "Impact of Recently
Issued Accounting Standards."

     Net Income (Loss).  Net income decreased $30.9 million for the three months
ended March 31, 2001 when compared to the same period in 2000. The decrease in
net income was primarily a result of the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

     Our primary uses of cash have been the funding of acquisitions and capital
expenditures. To date, we have funded our cash requirements primarily with
borrowings under our senior credit facility, proceeds from the issuance of debt
and equity securities, equity contributions from our founding stockholders and
cash provided by operations.

     Our net cash used in operations was $26.5 million for the three months
ended March 31, 2001 compared to net cash provided by operations of $37.3
million for the same period in 2000. The decrease in cash provided by operations
was primarily due to a use of cash related to payments of accounts payable
related to prior year purchases of rental fleet. Net cash provided by investing
activities was $24.8 million for the three months ended March 31, 2001,
primarily reflecting $3.8 million for purchases of rental equipment, $2.5
million for purchases of and improvements to property and equipment and $31.1
million of proceeds from the sale of both rental and non-rental equipment. Cash
used in financing activities was $59.2 million for the three months ended March
31, 2000 and was primarily a result of repayments of our senior credit facility.

     In March 2001, we entered into an amendment to our senior credit facility,
the terms of which included a waiver with respect to certain financial covenants
at December 31, 2000, a reduction in total commitments and

                                        12
<PAGE>   15

an increase in pricing. The amendment also changed certain financial covenants
based on our business plan for 2001. On the effective date of the amendment, the
total commitments were reduced from $925.0 million to $850.0 million. Our senior
credit facility now consists of a $400.0 million term loan due July 2006 and a
$450.0 million revolving line of credit due July 2004, with quarterly caps on
revolver availability of between $346.0 million and $404.0 million until
delivery of financial statements for the fiscal quarter ending March 31, 2002.
On December 31, 2001, we will be required to pay down the term loan by $53.7
million. These reductions resulted in the write-off of approximately $3.6
million in deferred financing costs during the first quarter of 2001 included in
interest expense in the accompanying unaudited consolidated statement of
operations. The credit facility can be used to make capital expenditures, enter
into standby letters of credit or for working capital and other general
corporate purposes. Borrowings under the revolving line of credit bear interest
at either the Fleet National Bank base rate plus a percentage ranging from 0.50%
to 2.50% or, at our option, the Eurodollar market rate plus a percentage ranging
from 1.75% to 4.50%. The term loan bears interest at the base rate plus 2.00% to
2.50%, or at our option, the Eurodollar market rate plus 3.25% to 4.50%. The
percentage over the Eurodollar market rate and base rate is based on our
financial performance as measured by the senior funded debt ratio, our senior
secured debt rating and the total funded debt ratio. As of March 31, 2001, the
percentage over the Eurodollar market rate and base rate for borrowings under
our senior credit facility were 4.50% and 2.50%, respectively. Our senior credit
facility is secured by a security interest in substantially all of our assets.
Our senior credit facility also imposes, among other covenants, a tangible
assets to senior debt covenant, a restriction on all of our retained earnings
including the declaration and payment of cash dividends and a restriction on the
ratio of total and senior funded debt to earnings before interest, income taxes,
depreciation and amortization. Until December 31, 2001, we are also subject to a
quarterly and cumulative limitation on our capital expenditures for rental and
non-rental equipment and for growth activities, and a quarterly and cumulative
required minimum earnings before interest, income taxes, depreciation and
amortization. For 2001, we are also required to generate proceeds from the sale
of used equipment and other asset sales in excess of our capital expenditures.
In the event our financial performance in the future fails to meet certain
covenants in the credit facility, it could have a material adverse effect on our
business, financial condition, results of operations or prospects. On March 31,
2001, $292.4 million and $400.0 million of cash borrowings were outstanding
under the revolving line of credit and term loan, respectively.

     Our short-term cash requirements for our existing operations consist
primarily of capital expenditures to repair, maintain, modernize and expand our
rental equipment inventory, working capital requirements and purchase of
merchandise inventory and other operating activities. In addition, a substantial
portion of our cash generated will be used to make scheduled debt and interest
payments and to meet operating lease obligations.

     We estimate that equipment expenditures over the next 12 months for our
existing locations and for new store openings will be in the range of $25.0 to
$35.0 million and proceeds from sales of used equipment will be in the range of
$25.0 million to $50.0 million. Approximately two-thirds of the estimated
capital expenditures is to replace existing rental equipment. We believe that we
will be able to finance our short-term cash needs for equipment expenditures
through cash generated from operations, borrowings under our senior credit
facility and other third party financing. We estimate that such sources will be
sufficient to fund the cash required for our existing operations for at least 12
months.

     During 2001, we expect to open 30 NationsRent stores within Lowe's stores
and one other location. We estimate that the average aggregate capital costs
associated with opening a Lowe's location to be in the range of $0.3 million to
$0.5 million and the one other location to be in the range of $2.0 million to
$4.5 million. We believe cash generated from operations and borrowings under our
senior credit facility will be sufficient to fund these costs.

SEASONALITY AND FLUCTUATIONS IN OPERATING RESULTS

     Our revenue and income are dependent upon activity in the construction
industry in the markets we serve. Construction activity is dependent upon
weather and other seasonal factors affecting construction in the geographic
areas where we have operations. Because of this variability in demand, our
quarterly revenue may fluctuate, and revenue for the first quarter of each year
can be expected to be lower than the remaining quarters. Although we believe
that the historical trend in quarterly revenue for the second, third and fourth
                                        13
<PAGE>   16

quarters of each year is generally higher than the first quarter, there can be
no assurance that this will occur in future periods. Accordingly, quarterly or
other interim results should not be considered indicative of results to be
expected for any other quarter or for a full year.

     Operating results may fluctuate due to other factors including, but not
limited to:

     - changes in general economic conditions including changes in national,
       regional or local construction or industrial activities;

     - the timing of acquisitions and opening of new locations;

     - the timing of expenditures for new rental equipment and the disposition
       of used equipment;

     - competitive pricing pressures; and

     - changes in interest rates.

     We will incur significant expenses in opening new locations, such as
employee training, marketing and facility set-up costs. Initially, new locations
may generate lower operating margins than established locations and may operate
at a loss for a period of time. Our new locations have, on average, achieved
profitability within approximately three to six months of their opening. In
addition, when we purchase new rental equipment, the depreciation related to
such equipment may contribute to near-term margin decline, because such
equipment may not initially generate revenue at a rate that is sufficient to
match such increased depreciation expense. As such, the opening of new rental
locations and the purchase of new equipment to expand our current rental
equipment inventory may reduce our operating margins during a start-up period.

INFLATION

     We do not believe that inflation has been a significant factor to the cost
of our operations.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

     Effective January 1, 2001, we adopted SFAS No. 133. This statement
establishes accounting and reporting standards for derivative instruments and
hedging activities. Under SFAS No. 133, all derivatives must be recognized as
assets or liabilities and measured at fair value. If the derivative is
designated as a cash flow hedge, the effective portions of changes in the fair
value of the derivative are recorded in other comprehensive income and are
recognized in the income statement when the hedged item affects earnings.
Ineffective portions of changes in the fair value of cash flow hedges are
recognized in earnings.

     The use of interest rate risk management instruments, such as swaps, is
required under the terms of our senior credit facility. We have developed and
implemented a policy to maintain the percentage of fixed and variable debt
within certain parameters. Through the use of swaps, we limit our exposure to
and benefits from interest rate fluctuations on variable rate debt to within a
certain range of rates. At March 31, 2001, the amount covered by swaps was
$195.0 million, with effective interest rates between 6.6% and 6.8%. We
recognize derivatives on the balance sheet at fair value, representing a
liability of approximately $4.2 million as of March 31, 2001 which is included
in other accrued liabilities in the accompanying unaudited consolidated balance
sheet. The impact of the change in value of our swaps for the three months ended
March 31, 2001 resulted in a charge to interest expense of $1.9 million. We
determined the interest rate swaps to be ineffective cash flow hedges, as
defined by SFAS No. 133. In accordance with the transition provisions of SFAS
No. 133, we recorded a $1.4 million charge net of income tax expense or $0.02
per share, which is recorded in the unaudited consolidated statement of
operations for the three months ended March 31, 2001 as a cumulative effect of
change in accounting principle.

FACTORS THAT MAY AFFECT FUTURE RESULTS

     Certain statements and information in this Quarterly Report on Form 10-Q
may include "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including in particular the statements about
our plans, strategies and prospects under the heading "Management's Discussion
and Analysis of Financial

                                        14
<PAGE>   17

Condition and Results of Operations." These statements are based on our current
plans and expectations and involve risks and uncertainties that could cause
actual future activities and results to be materially different from those set
forth in these forward-looking statements. Important factors that could cause
actual results to differ materially from our forward-looking statements are set
forth below and elsewhere in this Quarterly Report on Form 10-Q. Such factors
include, among others:

     - We have substantial indebtedness and our ability to generate cash in
       order to service our indebtedness depends on many factors beyond our
       control;

     - The recent restructuring of our business may not improve our results of
       operations or profitability;

     - The availability of additional capital on terms acceptable to us which
       could affect our ability to execute growth and operating strategies;

     - Our business is dependent on changes in construction and industrial
       activities;

     - A downturn in the economy, or construction spending in particular, could
       decrease demand for our equipment and drive down rental rates;

     - The terms of our existing indebtedness may restrict our activities;

     - The equipment rental industry is highly competitive;

     - We have a limited operating history which makes it difficult to evaluate
       us, our growth strategy and our prospects in light of the risks, expenses
       and difficulties frequently encountered by companies in the early stages
       of development;

     - We may not be able to recover the start-up costs of our strategic
       alliance with Lowe's;

     - Our revenue and operating results are likely to continue to fluctuate
       from quarter to quarter;

     - We must comply with various safety and environmental regulations that may
       increase expenses and liabilities;

     - We may incur unanticipated liabilities associated with companies that we
       have acquired;

     - Some of our liabilities may not be covered by insurance;

     - Our operations are dependent on information systems;

     - Our executive officers and directors have a controlling interest in our
       company;

     - The value of your common stock may be diluted due to future stock
       issuances;

     - The price of our common stock is subject to volatility and may be subject
       to delisting from the New York Stock Exchange if we do not meet certain
       continued listing requirements;

     - We are restricted in our ability to pay dividends;

     - Shares eligible for future sale may adversely affect market prices of our
       common stock; and

     - Other risks and uncertainties described in our other filings with the
       Securities and Exchange Commission, including our Annual Report on Form
       10-K for the year ended December 31, 2000.

     We make no commitment to disclose any revisions to forward-looking
statements, or any fact, events or circumstances after the date hereof that may
bear upon forward-looking statements.

                                        15
<PAGE>   18

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Our exposure to market risk is limited primarily to the fluctuating
interest rates associated with our variable rate indebtedness. Our variable
interest rates are subject to interest rate changes in the United States and the
Eurodollar market. At March 31, 2001, we had $742.0 million of variable rate
indebtedness, representing approximately 69.7% of our total debt outstanding, at
an average interest rate of 10.68%. In January 2000, we entered into a two-year
modified interest rate swap contract to hedge the impact of interest rate
fluctuations on certain variable rate debt. In September 2000, we entered into
two additional two-year modified interest rate swap contracts. We do not hold or
issue derivative financial instruments for trading or speculative purposes. The
January 2000 interest rate swap fixes the Eurodollar interest rate at 6.80% on
$165.0 million of variable rate debt through January 30, 2002. The September
2000 interest rate swaps fix the Eurodollar interest rate at 6.5915% and 6.582%
on each $15.0 million of variable rate debt, respectively, through October 3,
2002. The interest differential is paid or received on a monthly basis and
recognized as a component of interest expense. The counterparties to the swaps
are major financial institutions and management believes that the risk of
incurring credit losses is remote.

                                        16
<PAGE>   19

                          PART II -- OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

(C) RECENT SALES OF UNREGISTERED SECURITIES

     During the period from January 1, 2001 through March 31, 2001, we issued
securities in the transactions set forth below. Each of these transactions was
intended to be exempt from the registration requirements of the Securities Act
of 1933, as amended, by virtue of Section 4(2) thereunder based on being issued
in a transaction not involving a public offering.

     From January 1, 2001 through March 31, 2001, we granted options to certain
of our employees to purchase an aggregate of 390,000 shares of common stock at
exercise prices ranging from $1.53 to $2.00 per share. These options generally
vest over a four-year period at the rate of 25% per year beginning on the first
anniversary of the date of grant.

                                        17
<PAGE>   20

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A) EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                 DESCRIPTION
-------                                -----------
<S>      <C>   <C>
 3.1      --   Amended and Restated Certificate of Incorporation of the
               Company.(2)
 3.2      --   Amended and Restated By-Laws of the Company.(1)
 3.3      --   Certificate of Designation for Series A Convertible
               Preferred Stock.(6)
 3.4      --   Certificate of Amendment to Certificate of Designation for
               Series A Convertible Preferred Stock.(5)
 3.5      --   Certificate of Designation for Series B Convertible
               Preferred Stock.(8)
 4.1      --   Unregistered 10 3/8% Global Senior Subordinated Notes due
               2008.(4)
 4.2      --   Registered 10 3/8% Senior Subordinated Notes due 2008.(4)
 4.3      --   Senior Subordinated Guarantee dated December 11, 1998, of
               the Guarantors as defined therein.(4)
 4.4      --   Indenture, dated December 11, 1998, by and among Company,
               the Guarantors and The Bank of New York.(4)
 4.5      --   Registration Rights Agreement, dated December 11, 1998, by
               and among the Company, the Guarantors and the Initial
               Purchasers as defined therein.(4)
 4.6      --   Fifth Amended and Restated Revolving Credit and Term Loan
               Agreement, dated as of August 2, 2000, by and among the
               Company, certain of its subsidiaries, Fleet National Bank
               (f/k/a BankBoston, N.A.) and the other lending institutions
               party thereto, Fleet National Bank, as administrative agent,
               Bankers Trust Company, as syndication agent, and Scotiabanc
               Inc., as documentation agent.(8)
 4.7      --   Second Amended Restated Security Agreement, dated as of
               August 2, 2000, between the Company, certain of its
               subsidiaries, and Fleet National Bank (f/k/a BankBoston,
               N.A.), as administrative agent.(8)
 4.8      --   First Amendment to the Fifth Amended and Restated Revolving
               Credit and Term Loan Agreement and to the Second Amended and
               Restated Security Agreement, dated as of March 14, 2001, by
               and among the Company, certain of its subsidiaries, Fleet
               National Bank (f/k/a BankBoston, N.A.) and the other lending
               institutions party thereto, Fleet National Bank, as
               administrative agent, Bankers Trust Company, as syndication
               agent, and Scotiabanc Inc., as documentation agent.(9)
10.1      --   Stock Purchase Agreement, dated August 15, 1997, by and
               among the Company, Sam's and the shareholders of Sam's,
               together with Amendment Nos. 1-6.(1)
10.2      --   Form of Unsecured Subordinated Promissory Note -- Sam's.(1)
10.3      --   Form of Unsecured Convertible Promissory Note -- Sam's.(1)
10.4      --   Form of Unsecured Contingent Convertible Subordinated
               Promissory Note -- Sam's.(1)
10.5      --   Agreement, dated September 22, 1997, between the Company and
               Gary L. Gabriel.(1)
10.6      --   Asset Purchase Agreement, dated December 8, 1997, by and
               among NationsRent of Ohio, Inc., R&R Rental, Inc. ("R&R")
               and the sole shareholder of R&R, together with an Amendment
               dated December 10, 1997.(1)
10.7      --   Form of Unsecured Subordinated Promissory Note -- R&R.(1)
10.8      --   Asset Purchase Agreement, dated December 8, 1997, as
               amended, among NationsRent of Indiana, Inc. and C&E Rental
               and Service, Inc. ("C&E"), together with an Amendment dated
               December 23, 1997.(1)
10.9      --   Form of Unsecured Convertible Subordinated Promissory Note
               C&E.(1)
</TABLE>

                                        18
<PAGE>   21

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                 DESCRIPTION
-------                                -----------
<S>      <C>   <C>
10.10     --   Stock Purchase Agreement, dated December 20, 1997, as
               amended, among NationsRent of West Virginia, Inc., Titan,
               together with an Amendment dated December 31, 1997.(1)
10.11     --   Form of Unsecured Convertible Subordinated Promissory
               Note -- Titan.(1)
10.12     --   Stock Purchase Agreement, dated March 24, 1998, among the
               Company, Bode-Finn Limited Partnership ("Bode-Finn") and the
               shareholders of Bode-Finn, together with Amendment No. 1,
               dated April 6, 1998, and Amendment No. 2, dated April 17,
               1998.(1)
10.13     --   Form of Unsecured Convertible Subordinated Promissory Note
               -- Bode-Finn.(1)
10.14     --   Form of Warrant -- Bode-Finn.(1)
10.15     --   Registration Rights Agreement, dated May 5, 1998, among the
               Company, Bode-Finn, and Raymond E. Mason Foundation.(1)
10.16     --   Asset Purchase Agreement, dated March 25, 1998, among
               NationsRent of Indiana, Inc., RFL, Enterprises, Inc. and the
               sole shareholder of RFL Enterprises, Inc. ("RFL").(1)
10.17     --   Asset Purchase Agreement, dated April 21, 1998, among
               NationsRent of Florida, Inc. and Naples Rent-All and Sales
               Company, Inc. ("Naples").(1)
10.18     --   Form of Unsecured Convertible Subordinated Promissory
               Note -- Naples.(1)
10.19     --   Stock Purchase Agreement, dated May 7, 1998, among the
               Company, Raymond Equipment Co. ("Raymond Equipment") and the
               shareholders of Raymond Equipment.(1)
10.20     --   Form of Unsecured Subordinated Promissory Notes -- Raymond
               Equipment.(1)
10.21     --   Form of Unsecured Convertible Subordinated Promissory
               Note -- Raymond Equipment.(1)
10.22     --   Asset Purchase Agreement, dated May 14, 1998, among the
               Company and General Rental, Inc.(1)
10.23     --   Stock Purchase Agreement, dated May 30, 1998, among the
               Company, J. Kelly Co., Inc. ("J. Kelly") and the
               shareholders of J. Kelly.(1)
10.24     --   Form of Unsecured convertible Subordinated Promissory
               Note -- J. Kelly.(1)
10.25     --   Form of Registration Rights Agreement among the Company and
               the shareholders of J. Kelly.(1)
10.26     --   Asset Purchase Agreement, dated June 7, 1998, among the
               Company, Associated Rental Equipment Management Company,
               Inc. ("Associated") and the sole shareholder of
               Associated.(1)
10.27     --   Form of Unsecured Convertible Subordinated Promissory
               Note -- Associated.(1)
10.28     --   Form of Registration Rights Agreement -- Associated.(1)
10.29     --   Form of Subscription Agreement, dated May 1998, between the
               Company and certain subscribers.(1)
10.30     --   NationsRent Second Amended and Restated 1998 Stock Option
               Plan.(7)
10.31     --   Form of Stock Option Agreement.(1)
10.32     --   Amended and Restated Purchase Agreement, dated as of
               September 9, 1998, by and among NationsRent, Inc., Ray L.
               O'Neal, Inc., Arenco, L.L.C., Don R. O'Neal, Elizabeth M.
               O'Neal and the O'Neal Revocable Trust dated December 29,
               1987.(3)
10.33     --   Unsecured Convertible Subordinated Promissory Note, dated as
               of October 23, 1998, from the Company to Ray L. O'Neal,
               Inc.(3)
10.34     --   Preferred Stock Purchase Agreement, dated July 20, 1999, by
               and among the Company, NR Holdings Limited and NR
               Investments Limited.(6)
10.35     --   Registration Rights Agreement, dated as of July 20, 1999, by
               and between the Company, NR Holdings Limited, NR Investments
               Limited, James L. Kirk and H. Wayne Huizenga.(6)
</TABLE>

                                        19
<PAGE>   22

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                 DESCRIPTION
-------                                -----------
<S>      <C>   <C>
10.36     --   Preferred Stock Purchase Agreement, dated August 2, 2000, by
               and among the Company, NR2 Holdings Limited, DB Capital
               Investors, L.P., J.P. Morgan Capital Corporation and Sixty
               Wall Street Fund, L.P.(8)
10.37     --   Registration Rights Agreement, dated as of August 2, 2000,
               by and among the Company, NR2 Holdings Limited, DB Capital
               Investors, L.P., J.P. Morgan Capital Corporation, Sixty Wall
               Street Fund, L.P., James L. Kirk and H. Wayne Huizenga and
               holders of the Series A Convertible Preferred Stock.(8)
10.38     --   Form of Change in Control Severance Agreement.(9)
</TABLE>

---------------

(1) Incorporated by reference to the Company's Registration Statement on Form
    S-1, as amended, Commission File No. 333-56233.
(2) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
    the period ended June 30, 1998.
(3) Incorporated by reference to the Company's Current Report on Form 8-K filed
    on November 9, 1998.
(4) Incorporated by reference to the Company's Registration Statement on Form
    S-4, Commission File No. 333-69691.
(5) Incorporated by reference to the Company's Registration Statement on Form
    S-3, Commission File No. 333-88603.
(6) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
    the period ended June 30, 1999.
(7) Incorporated by reference to the Company's Registration Statement on Form
    S-8, Commission File No. 333-38870.
(8) Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
    the period ending June 30, 2000.
(9) Incorporated by reference to the Company's Annual Report on Form 10-K for
    the year ended December 31, 2000.

(B) REPORTS ON FORM 8-K

     The Company did not file any Current Reports on Form 8-K during the quarter
ended March 31, 2001.

                                        20
<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 thereunto duly authorized.

                                          NATIONSRENT, INC.

<TABLE>
<S>                                                      <C>
Date: May 15, 2001                                       By: /s/ JAMES L. KIRK
                                                                            -------------------------------------
                                                                            James L. Kirk
                                                                            Chairman of the Board and Chief
                                                                            Executive Officer
                                                                            (Duly Authorized Officer)

Date: May 15, 2001                                       By: /s/ EZRA SHASHOUA
                                                                           --------------------------------------
                                                                           Ezra Shashoua
                                                                           Executive Vice President and Chief
                                                                           Financial Officer
                                                                           (Principal Financial Officer)

Date: May 15, 2001                                       By: /s/ KRIS E. HANSEL
                                                                           --------------------------------------
                                                                           Kris E. Hansel
                                                                           Vice President and Controller
                                                                           (Principal Accounting Officer)
</TABLE>

                                        21