<PAGE>   1
                       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, 1999

                                       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)


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


  450 E. LAS OLAS BLVD., FORT LAUDERDALE, FL                  33301
   (Address of principal executive offices)                 (Zip Code)


                                 (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 14, 1999 was 55,759,496.


<PAGE>   2


                                NATIONSRENT, INC.
                            INDEX TO QUARTERLY REPORT

                                  ON FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 31, 1999


<TABLE>
<CAPTION>
                                                                                                           PAGE
                                                                                                          NUMBER
                                                                                                          ------

<S>                                                                                                        <C>
                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Unaudited Financial Statements

         Consolidated Balance Sheets as of March 31, 1999
           and December 31, 1998 ...................................................................       1

         Consolidated Statements of Income for the Three Months
           Ended March 31, 1999 and 1998 ...........................................................       2

         Consolidated Statements of Cash Flows for the Three Months
           Ended March 31, 1999 and 1998 ...........................................................       3

         Notes to Consolidated Financial Statements ................................................       4


Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations .....       8


                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings .........................................................................      16

Item 2.  Changes in Securities and Use of Proceeds .................................................      17

Item 6.  Exhibits and Reports on Form 8-K ..........................................................      17

Signatures .........................................................................................      20


</TABLE>

<PAGE>   3




                         PART I -- FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

                                NATIONSRENT, INC.
                           CONSOLIDATED BALANCE SHEETS
                        (In Thousands, Except Share Data)

<TABLE>
<CAPTION>
                                                                              March 31,      December 31,
                                                                                1999            1998
                                                                             ----------      ----------
                                                                            (Unaudited)
<S>                                                                          <C>             <C>       
                                   ASSETS


Cash and cash equivalents .............................................      $    3,981      $   10,597
Accounts receivable, net ..............................................          67,973          72,951
Inventories ...........................................................          25,044          23,147
Prepaid expenses and other assets .....................................          27,678          24,451
Rental equipment, net .................................................         404,832         382,573
Property and equipment, net ...........................................          44,503          37,839
Intangible assets related to acquired businesses, net .................         523,329         524,254
                                                                             ----------      ----------

        Total Assets ..................................................      $1,097,340      $1,075,812
                                                                             ==========      ==========


                    LIABILITIES AND STOCKHOLDERS' EQUITY


Liabilities:
   Accounts payable ...................................................      $   50,832      $   68,177
   Accrued compensation and related taxes .............................           3,675           4,901
   Accrued expenses and other liabilities .............................          30,862          32,970
   Debt ...............................................................         715,204         678,035
   Income taxes payable ...............................................             610           3,115
   Deferred income taxes ..............................................           8,610           6,384
                                                                             ----------      ----------

        Total liabilities .............................................         809,793         793,582
                                                                             ----------      ----------
Commitments and Contingencies

Stockholders' Equity:
   Preferred stock - $0.01 par value, 5,000,000 shares authorized,
        no shares issued and outstanding ..............................              --              --
   Common stock - $0.01 par value, 250,000,000 shares authorized,
        55,759,496 shares and 55,618,023 shares issued and outstanding 
        at March 31, 1999 and December 31, 1998, respectively .........             558             556
   Additional paid-in capital .........................................         269,017         268,019
   Retained earnings ..................................................          17,972          13,655
                                                                             ----------      ----------

        Total stockholders' equity ....................................         287,547         282,230
                                                                             ----------      ----------

        Total Liabilities and Stockholders' Equity ....................      $1,097,340      $1,075,812
                                                                             ==========      ==========

</TABLE>

              THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                       CONSOLIDATED FINANCIAL STATEMENTS.


                                       1
<PAGE>   4


                                NATIONSRENT, INC.
                   UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
                      (In Thousands, Except Per Share Data)

<TABLE>
<CAPTION>
                                                                                        Three Months Ended
                                                                                            March 31,
                                                                                     -------------------------
                                                                                        1999            1998
                                                                                     ---------       ---------
<S>                                                                                  <C>             <C>      
Revenue:
    Equipment rentals .........................................................      $  75,100       $   5,911
    Sales of equipment, merchandise, service, parts and supplies ..............         27,215           3,128
                                                                                     ---------       ---------

        Total revenue .........................................................        102,315           9,039
                                                                                     ---------       ---------
Cost of revenue:
    Cost of equipment rentals, excluding depreciation .........................         29,312           2,661
    Rental equipment depreciation .............................................         11,625           1,076
    Cost of sales of equipment, merchandise, service, parts and supplies ......         18,166           2,252
                                                                                     ---------       ---------

        Total cost of revenue .................................................         59,103           5,989
                                                                                     ---------       ---------

Gross profit ..................................................................         43,212           3,050

Operating expenses:
    Selling, general and administrative expenses ..............................         19,007           1,758
    Non-rental equipment depreciation and amortization ........................          4,565             447
                                                                                     ---------       ---------

Operating income ..............................................................         19,640             845
                                                                                     ---------       ---------
Other (income)/expense:
    Interest expense ..........................................................         14,446             808
    Other, net ................................................................         (2,185)           (123)
                                                                                     ---------       ---------

                                                                                        12,261             685
                                                                                     ---------       ---------

Income before provision for income taxes ......................................          7,379             160
    Provision for income taxes ................................................          3,062              67
                                                                                     ---------       ---------

Net income ....................................................................      $   4,317       $      93
                                                                                     =========       =========



Net income per share - basic and diluted ......................................      $    0.08       $    0.00
                                                                                     =========       =========

Weighted average common shares outstanding:
    Basic .....................................................................         55,706          25,000
                                                                                     =========       =========
    Diluted ...................................................................         64,776          25,069
                                                                                     =========       =========


</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,
                                                                                          -----------------------
                                                                                            1999           1998
                                                                                          --------       --------
<S>                                                                                       <C>            <C>     
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .........................................................................      $  4,317       $     93
Adjustments to reconcile net income to net cash (used in)/provided by operating
   activities:
   Depreciation and amortization ...................................................        16,574          1,523
   Gain on sale of rental equipment ................................................        (3,765)          (200)
   Gain on sale of lift truck dealership ...........................................        (1,818)            --
   Deferred income tax provision ...................................................         2,664            420
   Changes in operating assets and liabilities:
       Accounts receivable .........................................................          (634)           904
       Inventories .................................................................        (6,516)           262
       Prepaid expenses and other assets ...........................................          (569)        (1,411)
       Accounts payable ............................................................       (15,520)         7,547
       Accrued expenses and other liabilities ......................................        (4,870)           349
       Income taxes payable ........................................................        (2,584)          (848)
                                                                                          --------       --------
       Net cash (used in)/provided by operating activities .........................       (12,721)         8,639
                                                                                          --------       --------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Acquisition of business, net of cash acquired ..................................        (2,216)        (5,221)
    Payment of contingent acquisition consideration ................................          (500)            --
    Deferred in-process merger costs ...............................................        (2,256)            --
    Proceeds from sale of lift truck dealership ....................................        23,229             --
    Purchases of rental equipment ..................................................       (49,760)       (19,584)
    Purchases of property and equipment ............................................       (10,633)        (1,113)
    Proceeds from sale of rental equipment .........................................        12,596          1,255
                                                                                          --------       --------
        Net cash used in investing activities ......................................       (29,540)       (24,663)
                                                                                          --------       --------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Capital contribution ...........................................................            --          6,000
    Proceeds from debt .............................................................        73,240         31,638
    Repayments of debt .............................................................       (36,171)       (22,457)
    Debt issuance costs ............................................................        (1,424)            --
                                                                                          --------       --------
        Net cash provided by financing activities ..................................        35,645         15,181
                                                                                          --------       --------
Net decrease in cash and cash equivalents ..........................................        (6,616)          (843)
Cash and cash equivalents, beginning of period .....................................        10,597          1,493
                                                                                          --------       --------
Cash and cash equivalents, end of period ...........................................      $  3,981       $    650
                                                                                          ========       ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid for interest ..........................................................      $ 12,400       $    551
                                                                                          ========       ========
   Cash paid for income taxes ......................................................      $  3,825       $    604
                                                                                          ========       ========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
   The Company acquired the net assets and assumed certain liabilities of a
    certain business as follows:
      Total assets, net of cash acquired ...........................................      $  2,922       $  6,099
      Total liabilities assumed ....................................................          (106)          (878)
   Amount paid through the issuance of debt ........................................          (600)            --
                                                                                          --------       --------
   Net cash paid ...................................................................      $  2,216       $  5,221
                                                                                          ========       ========


</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, 1999


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, 1999 and 1998, 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. 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 period ended December 31, 1998
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, 1999 are not necessarily indicative of the results which may be
reported for the year ending December 31, 1999.

         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

         In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." SOP 98-1 establishes criteria
for determining which costs of developing or obtaining internal-use computer
software should be charged to expense and which should be capitalized. SOP 98-1
is effective for all transactions entered into in fiscal years beginning after
December 15, 1998. The Company adopted SOP 98-1 prospectively effective January
1, 1999. The adoption of SOP 98-1 did not have a material effect on the
Company's financial position or results of operations.

         In April 1998, the American Institute of Certified Public Accountants
issued SOP 98-5, "Reporting on the Costs of Start-Up Activities." SOP 98-5
requires that all non-governmental entities expense costs of start-up
activities, including pre-operating, pre-opening and organization activities, as
those costs are incurred. The Company adopted SOP 98-5 effective January 1,
1999. The adoption of SOP 98-5 did not have a material effect on the Company's
financial position or results of operations.

NOTE 2 - ACQUISITIONS AND PENDING MERGER

         The Company made one acquisition of an equipment rental business during
the three months ended March 31, 1999. The aggregate consideration for this
acquisition was $2,922,000 and consisted of (i) $2,322,000 of cash and (ii)
$600,000 of subordinated convertible debt. The cash portion of the consideration
was funded through borrowings under the Company's revolving credit facility (the
"Credit Facility"). This acquisition has 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. Purchase accounting values for this acquisition have been assigned
on a preliminary basis, and are subject to adjustment when final information as
to the fair values of the net assets acquired is available. The Company is
awaiting information from third-party appraisers as to the fair value of certain
rental equipment acquired and the final determination of certain liabilities
assumed. The Company does not believe the final assignment of the fair value of
the net assets acquired will have a significant impact on future operating
results. The operations of the acquired business have been included in the
Company's consolidated statements of income since the date of acquisition.

                                       4
<PAGE>   7


                                NATIONSRENT, INC.
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                 MARCH 31, 1999

         The following table sets forth the estimated fair value of the assets
acquired and liabilities assumed for the aforementioned acquisition (in
thousands):

               Assets, including cash ......      $  773
               Goodwill ....................       2,255
               Liabilities .................         106

         The following table sets forth the unaudited pro forma consolidated
results of operations for the three months ended March 31, 1999 and 1998 giving
effect to the acquisitions completed during 1999 and 1998 as if the acquisitions
had occurred on January 1, 1998 (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                     March 31,
                                                              ----------------------
                                                               1999           1998
                                                              --------      --------
<S>                                                           <C>           <C>     
               Revenue .................................      $102,452      $ 96,951
               Net income ..............................         4,232         1,731
               Basic and diluted earnings per share ....          0.08          0.03


</TABLE>

         The above unaudited pro forma consolidated results of operations are
based upon certain assumptions and estimates which the Company believes are
reasonable. The unaudited pro forma consolidated results of operations may not
be indicative of the operating results that actually would have been reported
had the acquisitions been consummated on January 1, 1998, nor are they
necessarily indicative of results which will be reported in the future.

         During the three months ended March 31, 1999, the Company paid
consideration of $500,000 of cash and 78,973 shares of common stock to the
former owners of a previous acquisition related to the achievement of certain
operating results. The Company's records amounts paid for contingent payments as
additional purchase price once they are incurred since the payments are required
regardless of the former owners continued association with the Company.

         On January 20, 1999, the Company entered into an Agreement and Plan of
Merger with Rental Service Corporation ("RSC"), a Delaware corporation. The
merger agreement provides, subject to the terms and conditions set forth
therein, for the Company to be merged with and into RSC with RSC continuing as
the surviving corporation to be named RSC NationsRent. Following the merger, the
Company's subsidiaries will become wholly-owned subsidiaries of RSC. At the
effective time of the merger (i) each outstanding share of the Company's common
stock will be converted into 0.355 of a share of RSC's common stock (the
"Exchange Ratio") and (ii) all outstanding options to purchase shares of the
Company's common stock will be assumed by RSC and converted into options to
purchase RSC common stock subject to adjustment for the Exchange Ratio. The
merger is expected to be qualified as a tax free reorganization and to be
accounted for as a pooling of interests. The merger is subject to stockholder
approvals and other closing conditions. The merger with RSC will constitute a
change of control under the terms of the indenture governing the senior
subordinated notes. Upon a change of control, the Company must offer to
repurchase the notes at a purchase price of 101% of the principal amount. The
Company and RSC have entered into a commitment letter with a group of financial
institutions which have agreed to collectively underwrite a new $1,500,000,000
senior credit facility conditioned upon a number of requirements including the
closing of the merger of the Company into RSC. The repurchase of any of the
senior subordinated notes would be made with proceeds from the new senior credit
facility. The Company has deferred $2,256,000 of costs related to the pending
RSC merger. Such costs are recorded on the balance sheet in prepaid expenses and
other assets and will be charged to operations upon consummation of the merger
or in the event the merger does not occur.

         On April 5, 1999, United Rentals, Inc. and UR Acquisition Corporation
commenced a tender offer for all the issued and outstanding shares of RSC's
common stock, at a price of $22.75 per share in cash. As a result of such tender
offer, the Company has become involved in certain litigation. See "PART II -
OTHER INFORMATION Item. 1 LEGAL PROCEEDINGS."

                                       5
<PAGE>   8


                                NATIONSRENT, INC.
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                 MARCH 31, 1999

NOTE 3 - 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 4 - EARNINGS PER SHARE

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

<TABLE>
<CAPTION>
                                                                                      Three Months Ended
                                                                                           March 31,
                                                                                    --------------------
                                                                                     1999          1998
                                                                                    -------      -------
<S>                                                                                 <C>          <C>    
               Numerator:
                 Numerator for basic earnings per share - net income .........      $ 4,317      $    93
                 Interest expense on convertible subordinated debt, net of
                     income taxes ............................................          736           --
                                                                                    -------      -------
                 Numerator - diluted earnings per share ......................      $ 5,053      $    93
                                                                                    =======      =======

               Denominator:
                 Denominator for basic earnings per share -
                     weighted-average shares .................................       55,706       25,000
                 Effect of dilutive securities:
                    Convertible subordinated debt ............................        8,773           --
                    Employee stock options ...................................          297           69
                                                                                    -------      -------
                 Denominator for diluted earnings per share -
                     adjusted weighted-average shares ........................       64,776       25,069
                                                                                    =======      =======

               Basic and diluted earnings per share ..........................      $  0.08      $  0.00
                                                                                    =======      =======
</TABLE>

NOTE 5 - DEBT

         In February 1999, the Company amended its Credit Facility to increase
the total aggregate commitment to $500,000,000. At that time the term loan (the
"Term Loan") was increased to $180,000,000 and the aggregate commitment under
the revolving credit facility (the "Revolver") was increased to $320,000,000.
The Revolver has a three-year term scheduled to expire in June 2001 and the Term
Loan has a six-year term scheduled to expire in September 2004. Borrowings under
the Revolver bear interest at either the BankBoston base rate plus a percentage
ranging from 0.00% to 0.50% or, at the Company's option, the Eurodollar market
rate plus a percentage ranging from 2.00% to 2.75%. The Term Loan bears interest
ranging from 3.00% to 3.25% over the Eurodollar market rate. The percentage over
the BankBoston base rate or the Eurodollar market rate is based on the Company's
financial performance as measured by the total funded debt ratio. The Credit
Facility is secured by a security interest in substantially all of the assets of
the Company. 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, consent
requirements on certain acquisitions and a restriction on the ratio of total
funded debt to earnings before interest, income taxes, depreciation and
amortization.

         In February 1999, the Company completed an exchange offer to replace
its privately issued 10.375% Senior Subordinated Notes due 2008 with publicly
registered notes.


                                       6
<PAGE>   9


                                NATIONSRENT, INC.
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                 MARCH 31, 1999

NOTE 6 - NON-RECURRING GAIN

         In January of 1999, the Company received net proceeds of $23,229,000
related to the sale of a lift truck dealership acquired as part of an
acquisition made in April 1998. The carrying value of the tangible assets sold
was $15,118,000 resulting in proceeds in excess of carrying value of $8,111,000.
The Company recorded a pre-tax gain of $1,818,000 based on the increase in value
of the dealership since the date of acquisition. The remaining $6,293,000 of
proceeds in excess of carrying value was recorded as a reduction of goodwill.
The Company continues to evaluate the carrying value of its goodwill for
impairment in accordance with SFAS 121.

NOTE 7 - COMPREHENSIVE INCOME

         The objective of reporting comprehensive income 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 of the Company was equal to net income for all periods
presented.

NOTE 8 - SUBSEQUENT EVENTS

         The Company has completed two acquisitions of rental equipment
businesses since March 31, 1999 for aggregate consideration of $12,549,000. Such
consideration consisted of an aggregate (i) $7,974,000 of cash and (ii)
$4,575,000 of subordinated convertible debt. The cash portion of the
consideration was funded through borrowings under the Credit Facility. In
addition, the Company repaid or assumed outstanding indebtedness of the acquired
companies in the aggregate amount of $1,466,000. Each of the acquisitions has
been accounted for using the purchase method.


                                       7
<PAGE>   10



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, 1998 appearing in our Annual Report on Form 10-K filed with the
Securities and Exchange Commission.

GENERAL

         NationsRent is one of the fastest growing equipment rental companies in
the United States. We have acquired a platform of equipment rental businesses
concentrated in selected markets and are building a network of nationally
branded locations. As of May 7, 1999, we operated 135 equipment rental locations
in 21 states. We have become a leading provider of rental equipment as a result
of our strategy to acquire core businesses, open or acquire additional locations
concentrated around those businesses, and expand our rental fleet. We believe
that this cluster strategy enables us to increase profitability in our acquired
stores and achieve profitability in our newly opened locations more quickly than
our competitors. By implementing the cluster strategy and expanding our fleet of
rental equipment, we are able to provide a full range of rental equipment to
customers with a wide variety of equipment rental needs.

         NationsRent seeks to acquire businesses that have:

            o     strong positions in their geographic market;

            o     experienced local management teams that will continue to work
                  with us following the acquisition;

            o     high quality inventory of rental equipment; and

            o     physical and operating characteristics that are suited to
                  conversion to the NationsRent format.

         During the period January 1, 1999 through May 7, 1999, we have acquired
three equipment rental businesses. We paid an aggregate of approximately $15.5
million for these three acquisitions which consisted of approximately:

            o     $10.3 million in cash, and

            o     $5.2 million of convertible subordinated debt.

         We funded the cash portion of the consideration paid for these
acquisitions with borrowings under our senior credit facilities. The
acquisitions have been accounted for using the purchase method and, accordingly,
the acquired assets and assumed liabilities have been recorded at their
estimated fair values as of the date of acquisition. Purchase accounting values
for certain acquisitions have been assigned on a preliminary basis, and are
subject to adjustment when additional information as to the fair values of the
net assets acquired is available. We are awaiting information from third-party
appraisers as to the fair value of certain rental equipment acquired and the
final determination of certain liabilities assumed. We do not believe the final
assignment of the fair value of the net assets acquired will have a significant
impact on future operating results.

         After making an acquisition, we convert acquired locations to the
NationsRent format. Distinguishing characteristics of this format include
drive-through lanes, clearly marked equipment aisles, prominent use of the
NationsRent logo and colors, and attractive, well-organized and clean store
facilities. The cost of converting an acquired location to the NationsRent
format varies depending on the physical properties of the acquired location and
the condition, breadth and depth of rental equipment inventory at such location,
which are factors considered in the selection and pricing of acquisition
candidates. Once we have established a presence in a particular market, we may
open new locations in that geographic area or adjacent areas. Since August 1997,
we have opened eight new locations two of which have been opened since January
1, 1999. We plan to open eight to 12 new locations in 1999 and continue to
evaluate the need for new locations as we acquire equipment rental companies in
new markets. 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."

                                       8

<PAGE>   11


         We derive our revenue from equipment rental, 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, and
general economic conditions. Revenue generated from the sale of used equipment
is affected by price, general economic conditions, and the condition 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 depreciation of
rental equipment, costs of new and used equipment sold, personnel costs,
occupancy costs, the cost of rental equipment under operating leases, repair and
maintenance costs, and vehicle operations. Rental equipment depreciation is
calculated using the straight-line method over the estimated useful life of such
equipment. The range of useful lives estimated by management for rental
equipment is primarily three to ten years and is depreciated to a salvage value
ranging from zero to ten percent of original cost.

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

         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.

         On January 20, 1999, the Company entered into an Agreement and Plan of
Merger with Rental Service Corporation ("RSC"), a Delaware corporation. The
merger agreement provides, subject to the terms and conditions set forth
therein, for the Company to be merged with and into RSC with RSC continuing as
the surviving corporation to be named RSC NationsRent. Following the merger, the
Company's subsidiaries will become wholly-owned subsidiaries of RSC. At the
effective time of the merger (1) each outstanding share of the Company's common
stock will be converted into 0.355 of a share of RSC's common stock (the
"Exchange Ratio") and (2) all outstanding options to purchase shares of the
Company's common stock will be assumed by RSC and converted into options to
purchase RSC common stock subject to adjustment for the Exchange Ratio. The
merger is expected to be qualified as a tax free reorganization and to be
accounted for as a pooling of interests. The merger is subject to stockholder
approvals and other closing conditions. The merger with RSC will constitute a
change of control under the terms of the indenture governing the senior
subordinated notes. Upon a change of control, the Company must offer to
repurchase the notes at a purchase price of 101% of the principal amount. The
Company and RSC have entered into a commitment letter with a group of financial
institutions which have agreed to collectively underwrite a new $1.5 billion
senior credit facility conditioned upon a number of requirements including the
closing of the merger of the Company into RSC. The repurchase of any of the
senior subordinated notes would be made with proceeds from the new senior credit
facility.

HISTORICAL RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1999 AND 1998

         REVENUE. The following table sets forth our revenue by type for the
three months ended March 31, 1999 and March 31, 1998 (in thousands, except
percentages):

<TABLE>
<CAPTION>
                                                                                Three Months Ended March 31,
                                                                   -------------------------------------------------
                                                                               1999                     1998
                                                                   ----------------------     ----------------------
<S>                                                                <C>               <C>      <C>               <C>  
               Equipment rentals ............................      $ 75,100          73.4%    $  5,911          65.4%
               Sales of equipment, merchandise, service,
                 parts and supplies .........................        27,215          26.6%       3,128          34.6%
                                                                   --------                   --------       
                                                                   $102,315         100.0%    $  9,039         100.0%
                                                                   ========                   ========       

</TABLE>

         Total revenue for the three months ended March 31, 1999 increased to
$102.3 million from $9.0 million for the three months ended March 31, 1998. This
increase was due primarily to the inclusion of revenue from businesses acquired
since March 31, 1998. Also contributing to the growth in revenue was an increase
in revenue from equipment rentals resulting from the expansion of our rental
fleet at existing locations and the opening of eight new locations since 


                                       9
<PAGE>   12

March 31, 1998. Equipment rental revenue as a percentage of total revenue was
73.4% for the three months ended March 31, 1999 up from 65.4% for the three
months ended March 31, 1998. The higher mix of rental revenue in the 1999 period
is due primarily to the mix of revenue of companies acquired and growth in
equipment rentals. It also is the result of a decrease in the sales of new
equipment, parts and service resulting from the sale in January 1999 of a lift
truck dealership that derived the majority of its revenue from sales of new
equipment and related parts and service.

         GROSS PROFIT. Gross profit for the three months ended March 31, 1999
increased to $43.2 million compared with $3.0 million for the three months ended
March 31, 1998 due primarily to the increase in revenue. Gross profit as a
percentage of revenue increased to 42.2% for the three months ended March 31,
1999 compared with 33.7% for the same period in 1998. The increase in gross
profit as a percentage of revenue was due to the growth in revenue from
equipment rentals and the resulting increase in the percentage of revenue from
equipment rentals that have higher margins than revenue from sales of equipment,
merchandise, service, parts and supplies.

         OPERATING EXPENSES. Selling, general and administrative expenses for
the three months ended March 31, 1999 increased to $19.0 million compared with
$1.8 million for the three months ended March 31, 1998. The increase was due
primarily to the inclusion of such costs from companies acquired since March 31,
1998 and additional corporate expenses including costs associated with our
strategic marketing initiatives launched during the quarter. Selling, general
and administrative expenses for the three months ended March 31, 1999 as a
percentage of revenue declined to 18.6% from 19.4% for the three months ended
March 31, 1998 due primarily to the increase in revenue.

           Non-rental equipment depreciation and amortization for the three
months ended March 31, 1999 increased to $4.6 million from $0.4 million for the
same period in 1998 due primarily to the increase in goodwill amortization in
connection with acquisitions completed since March 31, 1998.

         OPERATING INCOME. Operating income for the three months ended March 31,
1999 increased to $19.6 million compared with $0.8 million for the three months
ended March 31, 1998 due primarily to the increase in revenue. Operating income
as a percentage of revenue for the three months ended March 31, 1999 increased
to 19.2% from 9.3% for the comparable 1998 period due primarily to the increase
in revenue and the higher percentage of revenue from equipment rentals.

         OTHER INCOME AND EXPENSE. Interest expense for the three months ended
March 31, 1999 increased to $14.4 million compared with $0.8 million for the
three months ended March 31, 1998 due primarily to the increase in debt incurred
to finance acquisitions and expansion of our rental fleet since March 31, 1998.
Interest expense is primarily attributable to borrowings under our senior credit
facilities, notes issued to finance the purchase of equipment, subordinated
notes issued to sellers of businesses we acquired and our senior subordinated
notes issued in December 1998.

          Other income for the three months ended March 31, 1999 included a
pre-tax gain of approximately $1.8 million from the sale of a lift truck
dealership during the quarter. See "Note 6 to the consolidated financial
statements."

         INCOME TAXES. Our effective income tax rate for the three months ended
March 31, 1999 was 41.5%. The amount above statutory income tax rates is
attributable primarily to non-deductible goodwill amortization for federal
income tax purposes.

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 facilities, proceeds from the issuance
of debt and equity securities, equity contributions from our founding
stockholders, and cash provided by operations.

         Our net cash used by operations was $12.7 million for the three months
ended March 31, 1999 compared to net cash provided by operations of $8.6 million
for the same period in 1998. The increase in cash used by operations was due
primarily to an increase in the working capital required as a result of the
acquisitions and to fund our internal growth. Net cash used in investing
activities was $29.5 million for the three months ended March 31, 1999. Cash
used in investing activities in the period was primarily a result of cash
consideration of $5.0 million for the acquisition of a business and expenditures
made in connection with the pending merger with RSC, offset by $23.2 million of
net 


                                       10
<PAGE>   13

proceeds from the sale of the lift truck dealership; $49.8 million for purchases
of rental equipment partially offset by $12.6 million of proceeds from the sale
of used equipment, and $10.6 million for purchases of and improvements to
property and equipment. Cash provided by financing activities was $35.6 million
for the three months ended March 31, 1999 net of the repayment of debt assumed
in connection with an acquired business, and was primarily a result of net
borrowings under our senior credit facilities.

         In February 1999, we increased our senior credit facilities to $500.0
million consisting of a $180.0 million term loan due September 2004 and a $320.0
million revolving line of credit due June 2001. The credit facilities can be
used to complete permitted acquisitions, 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 BankBoston, N.A. base rate plus a percentage ranging from 0.00% to 0.50% or,
at our option, the Eurodollar market rate plus a percentage ranging from 2.00%
to 2.75%. The term loan bears interest ranging from 3.00% to 3.25% over the
Eurodollar market rate. The percentage over the BankBoston, N.A. base rate or
the Eurodollar market rate is based on our financial performance as measured by
the total funded debt ratio. The credit facilities are secured by a security
interest in substantially all of our assets. The credit facilities also impose,
among other covenants, a tangible assets to senior debt covenant, a restriction
on all of our retained earnings including cash dividends, consent requirements
on certain acquisitions, and a restriction on the ratio of total funded debt to
earnings before interest, income taxes, depreciation and amortization. On March
31, 1999, $175.9 million and $180.0 million of cash borrowings were outstanding
under the revolving line of credit and term loan, respectively.

         During the three months ended March 31, 1999, we added $47.7 million of
new equipment to our rental equipment fleet using operating leases. These
operating leases have terms expiring over the next seven years.

         Our short-term cash requirements for our existing operations consist
primarily of:

         o        capital expenditures to maintain, modernize and expand our
                  rental equipment inventory;

         o        working capital requirements; and

         o        repair and maintenance of rental equipment, purchase of
                  merchandise inventory, and other operating activities.

         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 $175.0
million to $225.0 million, net of proceeds from used equipment sales.
Approximately one-third of the estimated net capital expenditures is to replace
existing rental equipment. We believe that we will be able to finance our
short-term cash needs through borrowings under the senior credit facilities, the
use of equipment leases, and cash generated from operations. We estimate that
such sources will be sufficient to fund the cash required for our existing
operations for at least 12 months.

         During the three months ended March 31, 1999, we opened two new
locations in markets where we already have a presence. We estimate that the
aggregate capital costs associated with each such new location were in the range
of $2.0 million to $4.5 million. We expect to open eight to 12 new locations in
1999. We believe that cash generated from operations and borrowings under our
senior credit facilities will be sufficient to fund these costs without the
issuance of additional debt or equity securities.

         We are developing a management information system that became
operational at certain locations in the fourth quarter of 1998. We estimate the
total cost to complete development and installation of the system at our
existing locations will range from $6.0 million to $8.0 million over the next
several years and we believe cash generated from operations and borrowings under
our senior credit facilities will be sufficient to fund these costs.

         We plan to continue our acquisition strategy and believe that, in
connection with new acquisitions, we will be required to make additional
expenditures to expand and modernize rental equipment of acquired companies. We
expect to finance future acquisitions and related rental equipment expenditures
using cash, capital stock, notes, and/or assumption of indebtedness. To fully
implement our growth strategy and meet the resulting capital requirements, we
will be required to increase amounts available under our senior credit
facilities or raise additional capital through issuance of additional debt or
equity securities. There can be no assurance that additional capital, if and
when required, 

                                       11

<PAGE>   14

will be available on terms satisfactory to us, or at all.

         There may be liabilities that we fail or are unable to discover in the
course of performing due diligence investigations on each company or business we
have acquired or seek to acquire in the future. Such liabilities could include
those arising from employee benefits contribution obligations of a prior owner
or non-compliance with applicable federal, state, or local environmental
requirements by prior owners for which we, as a successor owner, may be
responsible. We try to minimize these risks by conducting such due diligence,
including employee benefit and environmental reviews, as we deem appropriate
under the circumstances. However, we cannot assure that we have identified, or
in the case of future acquisitions, will identify, all existing or potential
risks. We also generally require each seller of acquired businesses or
properties to indemnify us against undisclosed liabilities. In some cases this
indemnification obligation may be supported by deferring payment of a portion of
the purchase price or other appropriate security. However, we cannot assure that
the indemnification, even if obtained, will be enforceable, collectible, or
sufficient in amount, scope, or duration to fully offset the possible
liabilities associated with the business or property acquired. Any such
liabilities, individually or in the aggregate, could have a material adverse
effect on our business, financial condition or results of operations.

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
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:

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

         o        the timing of acquisitions and opening of new locations;

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

         o        competitive pricing pressures; and

         o        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 five 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

         In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." SOP 98-1 establishes

                                       12
<PAGE>   15

criteria for determining which costs of developing or obtaining internal-use
computer software should be charged to expense and which should be capitalized.
SOP 98-1 is effective for all transactions entered into in fiscal years
beginning after December 15, 1998. The Company adopted SOP 98-1 prospectively
effective January 1, 1999. The adoption of SOP 98-1 did not have a material
effect on the Company's financial position or results of operations.

         In April 1998, the American Institute of Certified Public Accountants
issued SOP 98-5, "Reporting on the Costs of Start-Up Activities." SOP 98-5
requires that all non-governmental entities expense costs of start-up
activities, including pre-operating, pre-opening and organization activities, as
those costs are incurred. The Company adopted SOP 98-5 effective January 1,
1999. The adoption of SOP 98-5 did not have a material effect on the Company's
financial position or results of operations.

YEAR 2000

         Since many computer systems and other equipment with embedded chips or
microprocessors use only two digits to represent the year, these systems may be
unable to process accurately certain data before, during or after the year 2000.
As a result, business and governmental entities are at risk for possible
miscalculations or systems failures causing disruptions in their business
operations. This is commonly known as the "Year 2000" issue. We may be affected
by Year 2000 issues in our own information technology ("IT") systems or non-IT
systems, as well as by Year 2000 issues related to IT and non-IT systems
operated by third parties.

  STATE OF READINESS

         Our plan to address the Year 2000 issue is structured in five phases:
inventory, assessment, correction, testing, and implementation. The inventory
phase is an investigation of all our operations to identify the software and
hardware of all of our systems. The assessment phase is an analysis of each
component of each system to determine date sensitivity to the year 2000. The
correction phase is the effort to correct, replace, upgrade, or eliminate
non-compliant hardware and software. The testing phase involves verifying that
corrections to our systems are Year 2000 compliant. Finally, the implementation
phase is the effort to deploy the corrected and verified systems throughout our
current operations.

         IT SYSTEMS. Our current state of progress with our IT systems is as
         follows:

         o        INVENTORY AND ASSESSMENT. Since our inception, we have
                  acquired 39 equipment rental companies, each with its own
                  information system for rental counter operations, inventory
                  control, and financial reporting. In assessing the systems of
                  the companies that we acquired, we determined that there was
                  no one system that could manage our projected growth and that
                  was Year 2000 compliant. We determined, therefore, that we
                  needed to develop our own Year 2000 compliant management
                  information system. We believe the inventory and assessment
                  phases of our IT systems are complete.

         o        CORRECTION AND TESTING. During the second quarter of 1998, we
                  began developing our own management information system that
                  included software modules for rental counter operations,
                  inventory control, database, and financial reporting to
                  replace the information systems of businesses we have
                  acquired. During the development of our systems, we tested and
                  validated them for Year 2000 compliance and selected our
                  third-party vendors for the software modules and hardware
                  components of our new system based on their certification of
                  Year 2000 compliance. To date, we have handled our Year 2000
                  plan with our own internal personnel and have not engaged any
                  third-party consultants. The system is functional and we
                  believe we are 95% complete with testing of all of the
                  components. We are not currently aware of any Year 2000
                  problems relating to our new IT system or the systems and
                  hardware supplied by third parties which would have a material
                  effect on our business, results of operations, or financial
                  condition.

         o        IMPLEMENTATION. For us, the implementation phase consists of
                  the conversion and replacement of the non-Year 2000 compliant
                  systems of our acquired businesses with our new management
                  information system. During October 1998, we began converting
                  our operations to our new management information system. As of
                  May 7, 1999, we operated 135 locations. We have completely
                  converted ten of these locations to our new system and have
                  converted 44 additional locations to the financial reporting
 

                                       13
<PAGE>   16

                  component of our system. We expect to have all of our current
                  operations fully converted to our new system by September 30,
                  1999.

         NON-IT SYSTEMS. We are at the initial inventory phase for our non-IT
systems such as chips and microprocessors that may be embedded in our facilities
and equipment. We believe there is a minimal amount of dependence of our
critical operations on non-IT systems. However, since we have not completed our
inventory and assessment, we cannot currently determine if there are any
potential Year 2000 problems that would cause a material adverse effect on our
business, results of operations, or financial condition. We expect to complete
all five phases of our Year 2000 plan for our non-IT systems by September 30,
1999.

         THIRD-PARTY SYSTEMS. We rely on third-party suppliers for operating
supplies, merchandise for resale, utilities, transportation, equipment for rent
and retail sales and other key services. Interruption of any such third-party's
operations due to Year 2000 issues could have a material adverse effect on our
business, results of operations or financial condition. We have begun efforts to
evaluate the progress of our critical third-party suppliers relative to their
Year 2000 issues. Letters and questionnaires are being sent to all essential
third parties with which we do business to assess their Year 2000 readiness. To
the extent necessary, we will seek alternative third-party relationships if
circumstances warrant. We have begun efforts to evaluate the progress of our
critical customers' relative to their Year 2000 issues. We expect to complete
all five phases of our Year 2000 plan for our third-party systems by September
30, 1999.

  COSTS

         The majority of our costs to address the Year 2000 issue are related to
the development of our new management information system. Such costs principally
consist of licensing and developing software and purchasing hardware. To date,
we have spent a total of approximately $6.1 million for the new system, of which
approximately $4.8 million was related to software development and approximately
$1.3 million was related to purchases of hardware. Such costs have been
capitalized in accordance with generally accepted accounting principles. We
expect to incur in the range of approximately $1.5 million to $2.0 million in
additional software and hardware costs installing the new IT system at the rest
of our current locations in 1999. The aggregate cost of conversion and training
employees to the new IT system, which will be charged to expense in the period
incurred, is expected to range from $0.7 million to $1.0 million. Although we do
not expect to incur significant expenses to address the Year 2000 issue beyond
our capital investment in the new IT system software and hardware, Year 2000
problems may require us to incur unanticipated expenses which could have a
material adverse effect on our business, financial condition, or results of
operations. These costs account for approximately 90% of our information
technology budget for 1999. To date, the development of our management
information system has run concurrent with and been a part of our Year 2000
compliance efforts. No other major projects have been deferred as a result of
the system development effort. The source of the funds for our Year 2000
compliance efforts has been cash generated from operations and borrowings under
our senior credit facilities.

  RISKS RELATING TO THE COMPANY'S FAILURE TO BECOME YEAR 2000 COMPLIANT

         Our worst case scenarios resulting from the Year 2000 issue include:

         o        Interruptions in our customers' operations which could prevent
                  them from renting our equipment, using our services or paying
                  for equipment rented or services rendered.

         o        Disruptions to our utilities and other service providers which
                  could prevent our locations from operating in the normal
                  course of business.

         o        Failure of our suppliers' operations which could result in our
                  inability to obtain rental equipment and other supplies to
                  meet the demands of our customers.

         o        Failure to convert all of our locations to our new management
                  information system before December 31, 1999 which could
                  prevent such locations from processing invoices from our
                  counter systems and tracking accounts receivable, equipment
                  utilization and other critical financial data. This could also
                  prevent our locations from sharing equipment and data to
                  service our customers in a timely manner.


                                       14

<PAGE>   17


         o        Failure to convert all of the systems of the businesses we
                  acquire during 1999 to our system prior to the year 2000 which
                  could prevent these locations from being integrated into the
                  rest of our operations.

         Such failures could materially and adversely affect our business,
results of operations and financial condition. Due to the general uncertainty
inherent in the Year 2000 problem, resulting in part from the uncertainty of the
Year 2000 readiness of third-party suppliers and customers, we are unable to
determine at this time what our most reasonably likely worst case scenario would
be or whether the consequences of Year 2000 failures will have a material
adverse impact on our results of operations, liquidity, or financial condition.
As we complete all of the phases of our Year 2000 compliance plan, we expect to
have a better understanding of our most reasonably likely worst case scenarios
and will tailor our contingency plans accordingly.

  CONTINGENCY PLANS

         Our Year 2000 efforts are ongoing and our overall plan, as well as the
consideration of contingency plans, will continue to evolve as new information
becomes available. Contingency plans for Year 2000-related interruptions are
being developed and will include emergency backup and recovery procedures for
lost data, manual invoicing, billing and collection procedures, identification
of alternate suppliers, acceleration of conversion times to our management
information system and increasing inventory levels of critical supplies and
rental equipment. All plans are expected to be completed by the end of the third
quarter of 1999. These activities are intended to provide a means of managing
risk, but cannot eliminate the potential for disruption due to third-party
failure.

         We are currently considering what our final contingency plans will be
in the event that we are not able to bring all of our existing and acquired
systems into Year 2000 compliance by the end of 1999. We currently plan to
complete such contingency plans by September 30, 1999.

FORWARD LOOKING STATEMENTS

         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 Condition and Results of Operations." Although we
believe that our plans, intentions, and expectations reflected in or suggested
by such forward-looking statements are reasonable, we cannot assure you that
such plans, intentions or expectations will be achieved. 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: the ability to develop and implement
operational and financial systems to manage rapidly growing operations;
competition in our principal businesses; the ability to integrate and
successfully operate acquired businesses and the risks associated with such
businesses; the ability to obtain financing on terms acceptable to us to finance
our growth strategy, and for us to operate within the limitations imposed by
financing arrangements; dependence on key personnel; and the ability to properly
assess and capitalize on future business opportunities.


                                       15
<PAGE>   18


                          PART II -- OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

         On January 21, 1999, the Company announced that it had entered into an
Agreement and Plan of Merger with Rental Service Corporation ("RSC") which,
among other things, provides for the merger (the "Merger") of the Company into
RSC, with RSC as the surviving corporation. In the Merger, each share of the
Company's common stock will be converted into 0.355 of a share of RSC's common
stock.

         On April 5, 1999, United Rentals, Inc. and UR Acquisition Corporation
(collectively, "United Rentals") commenced a tender offer for all the issued and
outstanding shares of RSC's common stock, at a price of $22.75 per share in
cash. On April 13, 1999, United Rentals commenced a consent solicitation of RSC
stockholders to remove the board of directors of RSC and replace the board with
nominees of United Rentals. On April 16, 1999, the RSC board of directors
determined that United Rental's tender offer was inadequate and was not in the
best interests of RSC or its stockholders. The RSC board of directors
recommended that RSC's stockholders reject the tender offer and not tender their
shares of RSC common stock pursuant to the tender offer.

         On April 5, 1999, United Rentals also filed a complaint against the
Company, RSC and RSC's board of directors in the Court of Chancery of the State
of Delaware (the "Delaware Chancery Court") which seeks, among other things, a
determination that the termination and expense amounts provided for in the
Merger Agreement and the stock option granted by RSC to the Company to purchase
19.9% of RSC's outstanding common stock under certain circumstances (the "Stock
Option") are unlawful, invalid and void (the "URI Delaware Litigation"). On
April 6, 1999, United Rentals filed a motion seeking, among other things, to
preliminarily enjoin the operation of the termination and expense provisions of
the Merger Agreement and the Stock Option and seeking an order requiring RSC to
provide United Rentals with a fair and equal opportunity to acquire RSC. On
April 14, 1999, the Company filed its answer in the URI Delaware Litigation with
the Delaware Chancery Court. A hearing on United Rental's motion for a
preliminary injunction is scheduled for May 17, 1999. The Company believes that
the URI Delaware Litigation is without merit and intends to contest vigorously
this litigation.

         On April 7, 1999, United Rentals filed a verified complaint against
James L. Kirk, RSC and NationsRent in the United States District Court for the
District of Connecticut (the "URI Connecticut Litigation") which seeks, among
other things, declaratory relief that the defendants violated Sections 14(a),
14(d) and 14(e) of the Exchange Act of 1934, as amended, and requests an order
requiring the defendants to make all appropriate disclosures and correct
allegedly false and misleading statements and omissions of material fact made by
the Company regarding the superiority of the Merger to United Rental's tender
offer and by RSC regarding the anticipated schedule for the special meeting of
RSC's stockholders in connection with the Merger. In addition, United Rentals
seeks injunctive relief enjoining the defendants and certain other persons from,
among other things, (1) soliciting from any stockholder of RSC any proxy,
consent or authorization to vote any shares of RSC common stock at any meeting
to be held in connection with the Merger, and (2) soliciting any stockholder of
RSC with respect to whether or not to tender shares of RSC common stock in the
tender offer, in either case, unless and until the defendants comply in full
with all applicable provisions of the federal securities laws. The Company has
not filed an answer in the URI Connecticut Litigation. The Company believes that
the URI Connecticut Litigation is without merit and intends to contest
vigorously this litigation.

         On May 4, 1999, the Company filed a complaint against United Rentals,
Bradley S. Jacobs, John N. Milne and Goldman, Sachs & Co. in the Circuit Court
in Broward County, Florida which alleges, among other things, that defendants
have tortiously interfered with the contractual rights of the Company contained
in the Merger Agreement and the advantageous business relationships established
by the Company with RSC, the RSC Board and RSC's stockholders through the Merger
Agreement and otherwise (the "Florida Litigation"). On May 4, 1999, United
Rentals filed a Motion for an Order restraining the Company from prosecuting the
Florida Litigation and memorandum in support in the Delaware Chancery Court. On
May 5, 1999, the Delaware Chancery Court held a hearing on United Rentals'
motion and issued an order restraining the Company from proceeding with the
prosecution of the Florida Litigation until further order of the Delaware
Chancery Court.


                                       16
<PAGE>   19


Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(c)  Recent Sales of Unregistered Securities

         During the period covered by this report (January 1, 1999 through March
31, 1999), the Company has 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 virture
of Section 4(2) thereunder based on being issued in a transaction not involving
a public offering.

         In January 1999, in connection with the acquisition of Gold Coast
Aerial Lift, Inc. and Villella Holding Company (collectively, the "Gold Coast
Companies"), the Company issued an aggregate of 78,973 shares of Common Stock to
the stockholders of the Gold Coast Companies.

         In February 1999, the Company issued to the holder of a convertible
subordinated promissory note 62,500 shares of Common Stock upon conversion of
$500,000 principal amount of such note at a conversion price of $8.00 per share.

         From January 1, 1999 to March 31, 1999, to Company granted options to
certain of its employees to purchase an aggregate of 150,000 shares of Common
Stock at exercise prices ranging from $5.75 to $6.44 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.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

  EXHIBIT
  NUMBER                     DESCRIPTION
  ------                     -----------

2.1  --  Agreement and Plan of Merger, dated as of January 20, 1999, between
         the Company and Rental Service Corporation.(7)

2.2  --  Stock Option Agreement, dated as of January 20, 1999, between the
         Company and Rental Service Corporation.(7)

2.3  --  Stock Option Agreement, dated as of January 20, 1999, between Rental
         Service Corporation and the Company.(7)

2.4  --  Voting Agreement, dated as of January 20, 1999, between Kirk
         Holdings Limited Partnership, H. Family Investments, Inc. and Huizenga
         Investments Limited Partnership, as shareholders, and Rental Service
         Corporation.(7)

3.1  --  Amended and Restated Certificate of Incorporation of the Company.(2)

3.2  --  Amended and Restated By-Laws of the Company.(1)

4.1  --  Unregistered 10 3/8% Global Senior Subordinated Note due 2008.(6)

4.2  --  Registered 10 3/8% Senior Subordinated Notes due 2008.(3)

4.3  --  Senior Subordinated Guarantee dated December 11, 1998 of the
         Guarantors.(6)

4.4  --  Indenture, dated December 11, 1998, by and among Company, the
         Guarantors and The Bank of New York.(6)

4.5  --  Registration Rights Agreement, dated December 11, 1998, by and among
         the Company, the Guarantors and the Initial Purchasers as defined
         therein.(6)

4.6*  -- Third Amended and Restated Revolving Credit and Term Loan Agreement,
         dated as of February 11, 1999, by and among the Company, its
         subsidiaries, BankBoston, N.A., LaSalle National Bank, Fleet Bank,
         N.A., NationsBank, N.A., and other lending institutions named therein

4.7*  -- First Amendment to Third Amended and Restated Revolving Credit and
         Term Loan Agreement, dated March 24, 1999, by and among the Company,
         its subsidiaries, BankBoston, N.A., LaSalle National Bank, Fleet Bank,
         N.A., NationsBank, N.A., and other lending institutions named therein

4.8  --  Security Agreement, dated as of March 18, 1998, between the Company
         and BankBoston, N.A.(1)

4.9  --  Omnibus Amendment to Security Documents, dated as of June 29, 1998,
         among the Company, its subsidiaries and BankBoston, N.A.(1)


                                       17

<PAGE>   20

4.10   --  Omnibus Amendment No. 2 to Security Documents, dated as of
           September 24, 1998, among the Company, its subsidiaries and
           BankBoston, N.A.(4)

4.11*  --  Omnibus Amendment No. 3 to Security Documents, dated as of
           February 11, 1999, by and among the Company, its subsidiaries and
           BankBoston, N.A.

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 Notes -- Sam's.(1)

10.3   --  Form of Unsecured Convertible Promissory Notes -- Sam's.(1)

10.4   --  Form of Unsecured Contingent Convertible Subordinated Promissory
           Notes -- 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)

10.10  --  Stock Purchase Agreement, dated December 20, 1997, as amended,
           among NationsRent of West Virginia, Inc., Titan Rentals, Inc.
           ("Titan") and the shareholder of 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 Notes --
           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 Notes --
           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 1998 Stock Option Plan.(2)

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.(5)

10.33  --  Unsecured Convertible Subordinated Promissory Note, dated as of
           October 23, 1998, from the Company to Ray L. O'Neal, Inc.(5)

27.1*  --  Financial Data Schedule (for SEC use only).


                                       18
<PAGE>   21


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

* Filed herewith

(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) Included in Exhibit 4.4 hereto as Exhibit A.2.
(4) Incorporated by reference to the Company's Quarterly Report on Form
    10-Q for the period ended September 30, 1998. 
(5) Incorporated by reference to the Company's Current Report on Form 8-K filed
    on November 9, 1998.
(6) Incorporated by reference to the Company's Registration Statement on
    Form S-4, Commission File No. 333-69691.
(7) Incorporated by reference to the Company's Current Report on Form 8-K
    filed on April 8, 1999.

(b)      Reports on Form 8-K

         We filed a Current Report on Form 8-K/A on January 6, 1999 to include
historical and pro forma financial statements relating to the Company's
acquisition of Ray L. O'Neal, Inc. and Arenco, L.L.C.

         We filed a Current Report on Form 8-K dated January 27, 1999 relating
to the execution of the Agreement and Plan of Merger, dated as of January 20,
1999, between the Company and Rental Service Corporation.



                                       19
<PAGE>   22


                                   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.

Date: May 17, 1999     By  /s/ James L. Kirk
                           ----------------------------------------------------
                           James L. Kirk
                           Chairman of the Board and
                           Chief Executive Officer
                           (Duly Authorized Officer)



Date: May 17, 1999     By  /s/ Gene J. Ostrow
                           ----------------------------------------------------
                           Gene J. Ostrow
                           Executive Vice President and Chief Financial Officer
                           (Principal Financial Officer)



Date: May 17, 1999     By  /s/ Kris E. Hansel
                           ----------------------------------------------------
                           Kris E. Hansel
                           Vice President and Controller
                           (Principal Accounting Officer)




                                       20

<PAGE>   23


================================================================================




                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   ----------


                                   EXHIBITS TO
                                    FORM 10-Q
                                 MARCH 31, 1999


                                   ----------






                                NATIONSRENT, INC.






================================================================================
<PAGE>   24



                                  EXHIBIT INDEX



EXHIBIT
NUMBER                       DESCRIPTION
------                       -----------

2.1    --  Agreement and Plan of Merger, dated as of January 20, 1999, between
           the Company and Rental Service Corporation.(7)

2.2    --  Stock Option Agreement, dated as of January 20, 1999, between the
           Company and Rental Service Corporation.(7)

2.3    --  Stock Option Agreement, dated as of January 20, 1999, between Rental
           Service Corporation and the Company.(7)

2.4    --  Voting Agreement, dated as of January 20, 1999, between Kirk
           Holdings Limited Partnership, H. Family Investments, Inc. and 
           Huizenga Investments Limited Partnership, as shareholders, and Rental
           Service Corporation.(7)

3.1    --  Amended and Restated Certificate of Incorporation of the Company.(2)

3.2    --  Amended and Restated By-Laws of the Company.(1)

4.1    --  Unregistered 10 3/8% Global Senior Subordinated Note due 2008.(6)

4.2    --  Registered 10 3/8% Senior Subordinated Notes due 2008.(3)

4.3    --  Senior Subordinated Guarantee dated December 11, 1998 of the
           Guarantors.(6)

4.4    --  Indenture, dated December 11, 1998, by and among Company, the
           Guarantors and The Bank of New York.(6)

4.5    --  Registration Rights Agreement, dated December 11, 1998, by and among
           the Company, the Guarantors and the Initial Purchasers as defined
           therein.(6)

4.6*   --  Third Amended and Restated Revolving Credit and Term Loan Agreement,
           dated as of February 11, 1999, by and among the Company, its
           subsidiaries, BankBoston, N.A., LaSalle National Bank, Fleet Bank,
           N.A., NationsBank, N.A., and other lending institutions named therein

4.7*   --  First Amendment to Third Amended and Restated Revolving Credit and
           Term Loan Agreement, dated March 24, 1999, by and among the Company,
           its subsidiaries, BankBoston, N.A., LaSalle National Bank, Fleet 
           Bank, N.A., NationsBank, N.A., and other lending institutions named 
           therein

4.8    --  Security Agreement, dated as of March 18, 1998, between the Company
           and BankBoston, N.A.(1)

4.9    --  Omnibus Amendment to Security Documents, dated as of June 29, 1998,
           among the Company, its subsidiaries and BankBoston, N.A.(1)

4.10   --  Omnibus Amendment No. 2 to Security Documents, dated as of
           September 24, 1998, among the Company, its subsidiaries and
           BankBoston, N.A.(4)

4.11*  --  Omnibus Amendment No. 3 to Security Documents, dated as of
           February 11, 1999, by and among the Company, its subsidiaries and
           BankBoston, N.A.

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 Notes -- Sam's.(1)

10.3   --  Form of Unsecured Convertible Promissory Notes -- Sam's.(1)

10.4   --  Form of Unsecured Contingent Convertible Subordinated Promissory
           Notes -- 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)

10.10  --  Stock Purchase Agreement, dated December 20, 1997, as amended,
           among NationsRent of West Virginia, Inc., Titan Rentals, Inc.
           ("Titan") and the shareholder of 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)


<PAGE>   25

10.13  --  Form of Unsecured Convertible Subordinated Promissory Notes --
           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 Notes --
           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 1998 Stock Option Plan.(2)

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.(5)

10.33  --  Unsecured Convertible Subordinated Promissory Note, dated as of
           October 23, 1998, from the Company to Ray L. O'Neal, Inc.(5)

27.1*  --  Financial Data Schedule (for SEC use only).

----------------------
* Filed herewith

(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)  Included in Exhibit 4.4 hereto as Exhibit A.2.
(4)  Incorporated by reference to the Company's Quarterly Report on Form
     10-Q for the period ended September 30, 1998.
(5)  Incorporated by reference to the Company's Current Report on Form 8-K
     filed on November 9, 1998.
(6)  Incorporated by reference to the Company's Registration Statement on
     Form S-4, Commission File No. 333-69691.
(7)  Incorporated by reference to the Company's Current Report on Form 8-K
     filed on April 8, 1999.