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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
    ̈ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
   NATIONSRENT COMPANIES, INC.
  Delaware
(State or other jurisdiction of incorporation or organization)
    
    14-1875911
(I.R.S. Employer Identification Number)450 East Las Olas Blvd., Suite 1400,
Fort Lauderdale, Florida
(Address of principal executive office)
    
    33301
(Zip Code)
 (954) 760-6550
 ü þ  ̈
  ̈ þ




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APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
 þ  ̈




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NATIONSRENT COMPANIES, INC.
 INDEX
 PageNo.PART I  FINANCIAL INFORMATION
    
    
    1Item 1: Financial Statements
    
    
    1Condensed Consolidated Balance Sheets as of June 30, 2005 (unaudited) and December 31, 2004
    
    
    1Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2005 and 2004
    
    
    2Unaudited Condensed Consolidated Statements of Operations for the Six Months Ended June 30, 2005 and 2004
    
    
    3Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2005 and 2004
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3: Quantitative and Qualitative Disclosures About Market Risk
    
    
    29Item 4: Controls and Procedures
    
    
    29PART II  OTHER INFORMATION
    
    
    31Item 6: Exhibits
    
    
    31Signatures
    
    
    35Section 302 CEO CertificationSection 302 CFO CertificationSection 906 CEO CertificationSection 906 CFO Certification




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FINANCIAL INFORMATION
 
 Item 1: Financial Statements
 NATIONSRENT COMPANIES, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands, except share data)
 June 30,
    
    
    December 31,2005
    
    
    2004(unaudited)ASSETSCash and cash equivalents
    
    $
    28,042
    
    
    $
    40,625Marketable securities
    
    
    28,944
    
    
    
    Accounts receivable, net
    
    
    84,255
    
    
    
    79,974Inventories
    
    
    46,497
    
    
    
    36,682Prepaid expenses and other assets
    
    
    16,627
    
    
    
    12,885Debt issuance costs, net
    
    
    7,155
    
    
    
    6,764Rental equipment, net
    
    
    485,811
    
    
    
    368,176Property and equipment, net
    
    
    66,822
    
    
    
    61,992Goodwill
    
    
    305
    
    
    
    Intangible assets, net
    
    
    8,214
    
    
    
    8,263Total Assets
    
    $
    772,672
    
    
    $
    615,361LIABILITIES AND STOCKHOLDERS EQUITYAccounts payable
    
    $
    122,305
    
    
    $
    81,087Accrued compensation and related taxes
    
    
    13,976
    
    
    
    15,742Accrued insurance claims
    
    
    16,317
    
    
    
    16,001Accrued expenses and other liabilities
    
    
    36,979
    
    
    
    28,931Debt (Notes 4 and 11)
    
    
    389,299
    
    
    
    288,881Total Liabilities
    
    
    578,876
    
    
    
    430,642Commitments and ContingenciesStockholders Equity:Preferred stock $0.01 par value, 1,000,000 shares authorized,
Series A, $72,002 liquidation preference, 72,002 shares issued
and outstanding at June 30, 2005 and December 31, 2004
    
    
    1
    
    
    
    1Common stock $0.01 par value, 3,000,000 shares authorized,
1,729,091 and 1,669,588 shares issued and outstanding at
June 30, 2005 and December 31, 2004, respectively
    
    
    17
    
    
    
    17Additional paid-in capital
    
    
    217,239
    
    
    
    200,960Deferred stock compensation
    
    
    (738
    )
    
    
    (1,164
    )Accumulated deficit
    
    
    (22,723
    )
    
    
    (15,095
    )Total Stockholders Equity
    
    
    193,796
    
    
    
    184,719Total Liabilities and Stockholders Equity
    
    $
    772,672
    
    
    $
    615,361
  1




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NATIONSRENT COMPANIES, INC.
 
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands)
 Three Months
    
    
    Three MonthsEnded
    
    
    EndedJune 30, 2005
    
    
    June 30, 2004Revenue:Equipment rentals
    
    $
    123,389
    
    
    $
    116,465Sales of equipment, merchandise, service, parts and supplies
    
    
    50,277
    
    
    
    27,677Total revenue
    
    
    173,666
    
    
    
    144,142Cost of revenue:Cost of equipment rentals
    
    
    64,104
    
    
    
    60,483Rental equipment and vehicle depreciation
    
    
    32,790
    
    
    
    27,782Cost of sales of equipment, merchandise, service, parts and supplies
    
    
    27,906
    
    
    
    16,786Total cost of revenue
    
    
    124,800
    
    
    
    105,051Gross profit
    
    
    48,866
    
    
    
    39,091Operating expenses:Selling, general and administrative expenses
    
    
    32,283
    
    
    
    28,534Other depreciation and amortization
    
    
    2,109
    
    
    
    1,675Operating income
    
    
    14,474
    
    
    
    8,882Other (income) expense:Interest expense, net
    
    
    9,948
    
    
    
    7,771Other, net
    
    
    (624
    )
    
    
    (96
    )Total other expense
    
    
    9,324
    
    
    
    7,675Net income
    
    $
    5,150
    
    
    $
    1,207
  2




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NATIONSRENT COMPANIES, INC.
 
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands)
 Six Months
    
    
    Six MonthsEnded
    
    
    EndedJune 30, 2005
    
    
    June 30, 2004Revenue:Equipment rentals
    
    $
    223,854
    
    
    $
    209,547Sales of equipment, merchandise, service, parts and supplies
    
    
    90,350
    
    
    
    54,618Total revenue
    
    
    314,204
    
    
    
    264,165Cost of revenue:Cost of equipment rentals
    
    
    126,774
    
    
    
    120,067Rental equipment and vehicle depreciation
    
    
    63,269
    
    
    
    56,634Cost of sales of equipment, merchandise, service, parts and supplies
    
    
    49,802
    
    
    
    34,295Total cost of revenue
    
    
    239,845
    
    
    
    210,996Gross profit
    
    
    74,359
    
    
    
    53,169Operating expenses:Selling, general and administrative expenses
    
    
    61,551
    
    
    
    53,232Other depreciation and amortization
    
    
    3,993
    
    
    
    3,836Operating income (loss)
    
    
    8,815
    
    
    
    (3,899
    )Other (income) expense:Interest expense, net
    
    
    17,779
    
    
    
    15,409Reversal of pre-petition tax liabilities
    
    
    (98
    )
    
    
    Other, net
    
    
    (1,060
    )
    
    
    (228
    )Total other expense
    
    
    16,621
    
    
    
    15,181Loss before reorganization items
    
    
    (7,806
    )
    
    
    (19,080
    )Reorganization items, net
    
    
    (180
    )
    
    
    Net loss
    
    $
    (7,626
    )
    
    $
    (19,080
    )
  3




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NATIONSRENT COMPANIES, INC.
 
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 Six Months Ended
    
    Six Months EndedJune 30, 2005
    
    June 30, 2004CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (7,626
    )
    
    $
    (19,080
    )Adjustments to reconcile net loss to net cash provided by operating
activities:Depreciation and amortization
    
    
    67,262
    
    
    
    60,470Provision for doubtful accounts
    
    
    3,549
    
    
    
    1,913Non-cash reorganization items
    
    
    (180
    )
    
    
    Amortization of deferred stock compensation
    
    
    426
    
    
    
    3,081Amortization of deferred issuance costs and debt discount
    
    
    1,798
    
    
    
    1,424Loss on disposal of non-rental equipment
    
    
    479
    
    
    
    460Gain on disposal of rental equipment
    
    
    (32,076
    )
    
    
    (14,032
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    (7,328
    )
    
    
    317Inventories
    
    
    (9,802
    )
    
    
    983Prepaid expenses and other assets
    
    
    (3,741
    )
    
    
    (627
    )Accounts payable
    
    
    41,217
    
    
    
    12,857Accrued expenses and other liabilities
    
    
    1,036
    
    
    
    7,246Net cash provided by operating activities
    
    
    55,014
    
    
    
    55,012CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of business
    
    
    (6,703
    )
    
    
    Purchases of marketable securities, net
    
    
    (28,944
    )
    
    
    Purchases of rental equipment
    
    
    (196,493
    )
    
    
    (85,800
    )Purchases of property and equipment
    
    
    (11,537
    )
    
    
    (8,462
    )Proceeds from disposal of rental equipment and vehicles
    
    
    56,311
    
    
    
    32,601Net cash used in investing activities
    
    
    (187,366
    )
    
    
    (61,661
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from debt issuance
    
    
    150,000
    
    
    
    Redemption of convertible notes
    
    
    (23,723
    )
    
    
    Payment of debt issuance costs
    
    
    (6,020
    )
    
    
    (56
    )Repayments of debt
    
    
    (488
    )
    
    
    (427
    )Net cash provided by (used in) financing activities
    
    
    119,769
    
    
    
    (483
    )Net decrease in cash and cash equivalents
    
    
    (12,583
    )
    
    
    (7,132
    )Cash and cash equivalents, beginning of period
    
    
    40,625
    
    
    
    48,644Cash and cash equivalents, end of period
    
    $
    28,042
    
    
    $
    41,512SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for interest
    
    $
    15,761
    
    
    $
    11,230Cash paid for income taxes
    
    $
    2
    
    
    $
    30SUPPLEMENTAL SCHEDULE OF NON-CASHINVESTING AND FINANCING ACTIVITIES:Property and equipment acquired under financial obligations
    
    $
    
    
    
    $
    1,488Issuance of restricted stock
    
    $
    
    
    
    $
    196Issuance of common stock on conversion of convertible notes
    
    $
    16,430
    
    
    $
    Reclassification of redeemed convertible notes to accrued expenses
    
    $
    7,089
    
    
    $
    
  4




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NATIONSRENT COMPANIES, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 June 30, 2005
 1. General
 Reporting Entity
  Reorganization Under Chapter 11
  Restatements
  Basis of Presentation
  5




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Marketable Securities
  Impact of Recently Issued Accounting Standards
  6




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2. Revenue Recognition
     7




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3. Business Acquisition
    8




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4. Debt
  June 30,
    
    
    December 31,2005
    
    
    2004Senior secured notes, net of unamortized debt discount
of $6,490 at June 30, 2005 and $7,080 at December 31, 2004,
bearing interest at 9.5%, interest payable semi-annually and
principal payable in October 2010
    
    $
    243,510
    
    
    $
    242,920Senior unsecured notes, net of unamortized debt discount of $4,271 at
June 30, 2005, bearing interest at 9.5%, interest
payable semi-annually and principal payable in May 2015
    
    
    145,729
    
    
    
    Postpetition notes, bearing interest at prime, interest and principal
payable on or before January 2007
    
    
    60
    
    
    
    261Capital lease obligations
    
    
    
    
    
    
    489Convertible subordinated notes
    
    
    
    
    
    
    45,211Total debt
    
    $
    389,299
    
    
    $
    288,881
 Senior Secured Notes
     9




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Credit Facility
   10




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Senior Unsecured Notes
     11




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Convertible Subordinated Notes Payable
     5. Floor Plan Payable
  12




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6. Reorganization Items, Net
  7. Taxes
  8. Restricted Stock
   13




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9. Rental Equipment, net
  June 30, 2005
    
    December 31, 2004(in thousands)Rental equipment
    
    $
    666,645
    
    
    $
    508,664Less: accumulated depreciation
    
    
    (180,834
    )
    
    
    (140,488
    )Rental equipment, net
    
    $
    485,811
    
    
    $
    368,176
 10. Property and Equipment, net
  June 30, 2005
    
    December 31, 2004(in thousands)Land, buildings and building improvements
    
    $
    6,673
    
    
    $
    6,673Leasehold improvements
    
    
    36,840
    
    
    
    35,342Vehicles
    
    
    38,033
    
    
    
    32,795Furniture, fixtures and office equipment
    
    
    14,268
    
    
    
    10,012Shop equipment
    
    
    4,423
    
    
    
    4,103Construction in progress
    
    
    1,102
    
    
    
    2,350101,339
    
    
    
    91,275Less: accumulated depreciation and amortization
    
    
    (34,517
    )
    
    
    (29,283
    )Property and equipment, net
    
    $
    66,822
    
    
    $
    61,992
  11. Related Party Transactions
    14




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Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
   
    
    focusing on diversifying our revenue mix to increase sales of new and used
equipment, in-shop and on-site maintenance and repairs for our customers, and sales of
parts and merchandise;
    
    implementing a new incentive compensation plan for our sales people that rewards
higher volumes of revenue at higher margins; and
    
    focusing on strengthening our relationships with key manufacturers to leverage
pricing and payment terms, service and manufacturer training.
    16




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Impact of Fresh-Start Reporting
    
    
    they increase the gain, or reduce the loss, on sale or disposal of these assets;
    
    they reduce the depreciation expense we record on these assets while in our rental
fleet; and
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
    
    they reduce depreciation expense on non-rental assets, such as our delivery
vehicles, our leasehold improvements and our information systems.
  Results of Operations
 Three Months Ended June 30, 2005 as Compared to Three Months Ended June 30, 2004
 VarianceThree Months Ended June 30,
    
    
    favorable/(unfavorable)2005
    
    
    2004
    
    
    $
    
    
    %(dollars in thousands)Revenue:Equipment rentals
    
    $
    123,389
    
    
    $
    116,465
    
    
    $
    6,924
    
    
    
    5.9
    %Sales of rental equipment
    
    
    31,020
    
    
    
    15,183
    
    
    
    15,837
    
    
    
    104.3
    %Sales of new equipment
    
    
    12,198
    
    
    
    6,363
    
    
    
    5,835
    
    
    
    91.7Sales of merchandise, service, parts and supplies
    
    
    7,059
    
    
    
    6,131
    
    
    
    928
    
    
    
    15.1Total revenue
    
    
    173,666
    
    
    
    144,142
    
    
    
    29,524
    
    
    
    20.5Cost of revenue:Cost of equipment rentals
    
    
    64,104
    
    
    
    60,483
    
    
    
    (3,621
    )
    
    
    (6.0
    )Rental equipment and vehicle depreciation
    
    
    32,790
    
    
    
    27,782
    
    
    
    (5,008
    )
    
    
    (18.0
    )Cost of sales of equipment,
merchandise, service, parts and supplies
    
    
    27,906
    
    
    
    16,786
    
    
    
    (11,120
    )
    
    
    (66.2
    )Total cost of revenue
    
    
    124,800
    
    
    
    105,051
    
    
    
    (19,749
    )
    
    
    (18.8
    )Gross profit:Gross profit on equipment rentals
    
    
    26,495
    
    
    
    28,200
    
    
    
    (1,705
    )
    
    
    (6.1
    )Gross profit on sales of equipment,
merchandise, service, parts and supplies
    
    
    22,371
    
    
    
    10,891
    
    
    
    11,480
    
    
    
    105.4Total gross profit
    
    
    48,866
    
    
    
    39,091
    
    
    
    9,775
    
    
    
    25.0Operating expenses:Selling, general and administrative expenses
    
    
    32,283
    
    
    
    28,534
    
    
    
    (3,749
    )
    
    
    (13.1
    )Other depreciation
and amortization
    
    
    2,109
    
    
    
    1,675
    
    
    
    (434
    )
    
    
    (25.9
    )Operating income
    
    
    14,474
    
    
    
    8,882
    
    
    
    5,592
    
    
    
    63.0Interest expense, net
    
    
    9,948
    
    
    
    7,771
    
    
    
    (2,177
    )
    
    
    (28.0
    )Other, net
    
    
    (624
    )
    
    
    (96
    )
    
    
    528
    
    
    
    550.09,324
    
    
    
    7,675
    
    
    
    (1,649
    )
    
    
    (21.5
    )Net income
    
    $
    5,150
    
    
    $
    1,207
    
    
    $
    3,943
    
    
    
    326.7
    %
 Revenue.
 
    
    a period-over-period improvement in non-residential construction activity;
    
    continued strong demand for our equipment;
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
    
    increased investment through the purchase of new fleet and repair of older fleet.
   Gross profit.
    
    
    continued improvement in pricing; and
    
    a greater volume of sales through retail channels, which yield higher margins,
versus auction channels.
  Three months ended June 30,2005
    
    
    2004Gross profit
    
    $
    18,633
    
    
    
    60.1
    %
    
    $
    7,370
    
    
    
    48.5
    %Write-down on Effective Date(1)
    
    
    (11,017
    )
    
    
    
    
    
    
    (6,356
    )Additional depreciation expense(2)
    
    
    9,055
    
    
    
    
    
    
    
    2,922Net change resulting from fresh-start
    
    
    (1,962
    )
    
    
    
    
    
    
    (3,434
    )Normalized gross profit
    
    $
    16,671
    
    
    
    53.7
    %
    
    $
    3,936
    
    
    
    25.9
    %
 
 (1) Represents the write-down on the Effective Date as a result of fresh start reporting
on the rental fleet sold in the respective periods.(2) Represents the additional depreciation expense on the rental fleet sold in the
respective periods that would have been recorded since the Effective Date had such equipment not been
written down on the Effective Date. Operating expenses.
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
    
    a $2.6 million increase in compensation and sales commissions related to our
increased revenue and an incentive compensation plan supporting our key initiatives;
and
    
    a $1.7 million increase in bad debt expense as a result of an increase in sales as
well as in 2004, the Company reduced the allowance for doubtful accounts as a result of
improved collections.
   Interest Expense, net.
 
    
    interest accruing on our 9.5% Senior Unsecured Notes due 2015 which were issued in
April 2005; and
 
    
    the write off of deferred financing costs related to our 6.5% Convertible
Subordinated Promissory Notes due 2008 which were redeemed in June 2005.
 Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004
 VarianceSix Months Ended June 30,
    
    
    Favorable/(Unfavorable)2005
    
    
    2004
    
    
    $
    
    
    %(unaudited)(dollars in thousands)Revenue:Equipment rentals
    
    $
    223,854
    
    
    $
    209,547
    
    
    $
    14,307
    
    
    
    6.8
    %Sales of rental equipment
    
    
    56,311
    
    
    
    31,919
    
    
    
    24,392
    
    
    
    76.4Sales of new equipment
    
    
    20,885
    
    
    
    11,633
    
    
    
    9,252
    
    
    
    79.5Sales of merchandise, service, parts and supplies
    
    
    13,154
    
    
    
    11,066
    
    
    
    2,088
    
    
    
    18.9Total revenue
    
    
    314,204
    
    
    
    264,165
    
    
    
    50,039
    
    
    
    18.9Cost of revenue:Cost of equipment rentals
    
    
    126,774
    
    
    
    120,067
    
    
    
    (6,707
    )
    
    
    (5.6
    )Rental equipment and vehicle depreciation
    
    
    63,269
    
    
    
    56,634
    
    
    
    (6,635
    )
    
    
    (11.7
    )Cost of sales of equipment, merchandise,
service, parts and supplies
    
    
    49,802
    
    
    
    34,295
    
    
    
    (15,507
    )
    
    
    (45.2
    )Total cost of revenue
    
    
    239,845
    
    
    
    210,996
    
    
    
    (28,849
    )
    
    
    (13.7
    )Gross profit:Gross profit on equipment rentals
    
    
    33,811
    
    
    
    32,846
    
    
    
    965
    
    
    
    2.9Gross profit on sales of equipment, merchandise,
service, parts and supplies
    
    
    40,548
    
    
    
    20,323
    
    
    
    20,225
    
    
    
    99.5Total gross profit
    
    
    74,359
    
    
    
    53,169
    
    
    
    21,190
    
    
    
    39.9Operating expenses:Selling, general and administrative expenses
    
    
    61,551
    
    
    
    53,232
    
    
    
    (8,319
    )
    
    
    (15.6
    )Other depreciation and amortization
    
    
    3,993
    
    
    
    3,836
    
    
    
    (157
    )
    
    
    (4.1
    )Operating income (loss)
    
    
    8,815
    
    
    
    (3,899
    )Interest expense, net
    
    
    17,779
    
    
    
    15,409
    
    
    
    (2,370
    )
    
    
    (15.4
    )
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VarianceSix Months Ended June 30,
    
    
    Favorable/(Unfavorable)2005
    
    
    2004
    
    
    $
    
    
    %(unaudited)(dollars in thousands)Reversal of pre-petition tax liabilities
    
    
    (98
    )
    
    
    
    
    
    
    98
    
    
    
    Other, net
    
    
    (1,060
    )
    
    
    (228
    )
    
    
    832
    
    
    
    364.916,621
    
    
    
    15,181
    
    
    
    (1,440
    )
    
    
    (9.5
    )Loss before reorganization items
    
    
    (7,806
    )
    
    
    (19,080
    )
    
    
    11,274
    
    
    
    59.1Reorganization items, net
    
    
    (180
    )
    
    
    
    
    
    
    180
    
    
    
    Net Loss
    
    $
    (7,626
    )
    
    $
    (19,080
    )
    
    $
    11,454
    
    
    
    60.0
    %
 Revenue.
 
    
    a period-over-period improvement in non-residential construction activity;
    
    a continued strong demand for our equipment;
    
    increased investment through the purchase of new fleet and repair of old fleet.
   Gross profit.
    
    
    continued improvement in pricing; and
    
    a greater volume of sales through retail channels, which yield higher margins,
versus auction channels.
 21




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##### Table of Contents



Six months ended June 30,2005
    
    
    2004Gross profit
    
    $
    33,249
    
    
    
    59.0
    %
    
    $
    14,331
    
    
    
    44.9
    %Write-down on Effective Date(1)
    
    
    (19,089
    )
    
    
    
    
    
    
    (14,468
    )Additional depreciation expense(2)
    
    
    15,300
    
    
    
    
    
    
    
    5,656Net change resulting from fresh-start
    
    
    (3,789
    )
    
    
    
    
    
    
    (8,812
    )Normalized gross profit
    
    $
    29,460
    
    
    
    52.3
    %
    
    $
    5,519
    
    
    
    17.3
    %
 
 (1) Represents the write-down on the Effective Date as a result of fresh start reporting on
rental fleet sold in the respective periods.(2) Represents the additional depreciation expense on the rental fleet sold in the
respective periods that would have been recorded since the Effective Date had such equipment not been
written down on the Effective Date. Operating expenses.
 
    
    a $5.2 million increase in compensation and sales commissions expense related to our
increase in revenue and an incentive compensation plan supporting our key initiatives;
    
    a $1.3 million increase in bad debt expense primarily as a result of the increase in
sales; and
    
    a $2.5 million increase in various consulting and professional fees primarily for
outside services related to our 2004 audit.
   Liquidity and Capital Resources
  Sources and Uses of Cash
  22




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Cash Flows
   Adequacy of Capital Resources
  23




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Debt and Other Obligations
 Senior Secured Notes.
   24




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Credit Facility.
  25




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Senior Unsecured Notes
     26




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Seasonality and Fluctuations in Operating Results
   
    
    changes in general economic conditions including changes in national, regional or
local construction or industrial activities;
    
    the timing of expenditures for new rental equipment and the disposition of used
equipment;
    
    competitive pricing pressures; and
    
    changes in interest rates.
  Inflation
  Factors That May Affect Future Results
  27




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##### Table of Contents




    
    Since emerging from bankruptcy, we have not yet achieved positive operating income
on an annual basis. Future operating losses may decrease our cash flow which would
limit our ability to reinvest in our business, primarily for the purchase of new rental
equipment, and may cause us not to have enough funds to satisfy our debt obligations.
    
    Our substantial level of indebtedness could materially adversely affect our ability
to execute our business strategy.
    
    Disruptions in our information technology systems could limit our ability to
effectively monitor and control our operations.
    
    Failure to achieve and maintain effective internal controls and procedures could
adversely impact our business and operating results.
    
    As we dispose of our rental fleet in the ordinary course of business, we may not
realize as much cash as we anticipate which could negatively impact our cash flow. As
we operate a capital-intensive business, reductions in operating cash flow could
severely impact our ability to purchase new rental fleet, which in turn could put us at
a competitive disadvantage in the marketplace.
    
    Contraction in the private non-residential construction industry may weaken demand
and pricing for our equipment.
    
    Implementing our new business strategy may cause significant disruptions, which
could cause customer dissatisfaction and affect our cash flows and profitability.
    
    Because all of our existing leases for our NationsRent at Lowes locations expire on
the same date in October 2008, if we are not able to renew these leases we may be
forced to close or relocate up to 100 locations at or around the same time.
    
    Competitors with greater financial resources may have a competitive advantage over
us by being able to sustain reduced rental rates for longer periods of time and being
able to offer a broader range and volume of rental equipment. If they employ such
strategies, our cash flows and profitability may be reduced.
 28




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##### Table of Contents




    
    Although we are actively negotiating to establish dealership and distributor
relationships with equipment manufactures to diversify our revenue base, our strategy
may not succeed as quickly as anticipated, or at all.
    
    We have made, and will likely continue to make, strategic acquisitions. If we are
not successful in operating or integrating these newly acquired businesses in an
effective and timely manner, our ability to take advantage of further growth
opportunities and our revenue and gross margins could be adversely affected.
    
    Costs associated with compliance with, and changes in, environmental laws and
regulations could subject us to increased liabilities and expenses.
    
    Potential and certain existing claims against the Company may not be covered by our
insurance. Additionally, we may not be able to renew our coverage on terms favorable to
us that could lead to increased costs in the event of future claims.
    
    Our adoption of fresh-start reporting and related accounting rules may limit your
ability to accurately compare our financial results.
  
 Item 3: Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4: Controls and Procedures
   29




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30




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PART II  OTHER INFORMATION
 
 Item 6: Exhibits
  Exhibit Number
    
    Description2.1
    
    First Amended Joint Plan of Reorganization of NationsRent, Inc. and its
Debtor Subsidiaries, dated February 7, 2003, as filed in the United States
Bankruptcy Court District of Delaware on February 11, 2003 *(1)2.1.1
    
    Modifications to First Amended Joint Plan of Reorganization of NationsRent,
Inc. and its Debtor Subsidiaries(1)2.12
    
    Modifications (Second) to First Amended Joint Plan of Reorganization of
NationsRent, Inc. and its Debtor Subsidiaries(1)2.13
    
    Modifications (Third) to First Amended Joint Plan of Reorganization of
NationsRent, Inc. and its Debtor Subsidiaries(1)3.1
    
    Certificate of Incorporation of the Company(1)3.2
    
    Certificate of Amendment of Certificate of Incorporation of the Company(1)3.3
    
    Certificate of Amendment of Certificate of Incorporation of the Company(1)3.4
    
    Certificate of Designation for Series A Preferred Stock of the Company(1)3.5
    
    Certificate of Amendment to Certificate of Designation for Series A
Preferred Stock(1)3.6
    
    By-Laws of the Company(1)3.7
    
    Certificate of Incorporation of NationsRent, Inc.(1)3.8
    
    By-Laws of NationsRent, Inc.(1)3.9
    
    Certificate of Incorporation of Las Olas Fourteen Corporation(1)3.10
    
    By-Laws of Las Olas Fourteen Corporation(1)3.11
    
    Certificate of Incorporation of Las Olas Twelve Corporation(1)3.12
    
    By-Laws of Las Olas Twelve Corporation(1)3.13
    
    Certificate of Incorporation of NRGP, Inc., as amended(1)3.14
    
    By-Laws of NRGP, Inc.(1)3.15
    
    Certificate of Incorporation of NationsRent USA, Inc.(1)3.16
    
    By-Laws of NationsRent USA, Inc.(1)3.17
    
    Certificate of Incorporation of NationsRent West, Inc.(1)3.18
    
    By-Laws of NationsRent West, Inc.(1)3.19
    
    Certificate of Incorporation of Logan Equipment Corp., as amended(1)3.20
    
    By-Laws of Logan Equipment Corp.(1)3.21
    
    Certificate of Incorporation of NationsRent Transportation Services, Inc.(1)3.22
    
    By-Laws of NationsRent Transportation Services, Inc.(1)3.23
    
    Articles of Incorporation of BDK Equipment Company, Inc.(1)3.24
    
    Amended and Restated Bylaws of BDK Equipment Company, Inc.(1)3.25
    
    Certificate of Incorporation of NR Delaware, Inc.(1)3.26
    
    By-Laws of NR Delaware, Inc.(1)3.27
    
    Certificate of Limited Partnership of NationsRent of Texas, LP(1)3.28
    
    Amended and Restated Agreement of Limited Partnership of NationsRent of
Texas, LP(1)
 31




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##### Table of Contents



Exhibit Number
    
    Description3.29
    
    Certificate of Formation of NationsRent Dealer Group, LLC(6)3.30
    
    Limited Liability Company Agreement of NationsRent Dealer Group, LLC(6)4.1
    
    Form of 9.5% Senior Secured Notes due 2010(1)4.2
    
    Indenture, dated as of October 23, 2003, by and among Company, the
Guarantors and Wilmington Trust Company, governing the Companys 9.5%
Senior Secured Notes due 2010(1)4.2.1
    
    First Supplement, dated as of July 27, 2004, to the Indenture, dated as of
October 23, 2003, by and among Company, the Guarantors and Wilmington Trust
Company(1)4.2.2
    
    Second Supplemental Indenture, dated as of March 31, 2005, to the
Indenture, dated as of October 23, 2003, by and among Company, the
guarantors named therein and Wilmington Trust Company(6)4.2.3
    
    Third Supplemental Indenture, dated as of April 26, 2005, to the Indenture,
dated as of October 23, 2003, by and among Company, the guarantors named
therein and Wilmington Trust Company(5)4.3
    
    Registration Rights Agreement, dated as of October 23, 2003, by and among
the Company, the guarantors named therein and the initial purchasers(1)4.4
    
    Form of 6.5% Unsecured Convertible Subordinated Promissory Note due 2008(1)4.5
    
    Form of 9.5% Senior Unsecured Notes due 2015(6)4.6
    
    Indenture, dated April 26, 2005, by and among the Company, the guarantors
party thereto and Wilmington Trust Company, governing the Companys 9.5%
Senior Unsecured Notes due 2015(5)4.7
    
    Registration Rights Agreement, dated April 26, 2005, by and among the
Company, the guarantors named therein and Jefferies & Company, Inc.(5)10.1
    
    NationsRent Liquidating Trust Agreement, dated as of June 13, 2003, by and
among NationsRent, Inc. and its subsidiaries, as settlors, and Perry
Mandarino, as trustee of the NationsRent Unsecured Creditors Liquidating
Trust(1)10.2
    
    Call Agreement, dated as of June 13, 2003, by and between NR Holdings, Inc.
and Perry Mandarino, as trustee on behalf of NationsRent Unsecured
Creditors Liquidating Trust(1 )10.3
    
    2003 Restricted Stock Plan of NR Holdings, Inc.(1)10.4
    
    Stockholders Agreement, dated as of June 13, 2003, by and among NR
Holdings, Inc. and the stockholders party thereto(1)10.5
    
    First Amendment to Stockholders Agreement, dated as of July 9, 2003, by
and among NR Holdings, Inc. and the stockholders party thereto(1)10.5.1
    
    Second Amendment to Stockholders Agreement, dated as of December 10, 2004,
by and among NationsRent Companies, Inc. and the stockholders party
thereto(4)10.6
    
    Amended and Restated Indemnification Agreement, dated as of June 13, 2003,
by and among NationsRent Companies, Inc. and the indemnities signatory
thereto(2)10.7
    
    Employment Agreement, effective June 13, 2003, by and between the Company
and Thomas J. Putman(1)10.8
    
    Employment Agreement, effective July 9, 2003, by and between the Company
and Bryan T. Rich(1)
 32




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##### Table of Contents



Exhibit Number
    
    Description10.9
    
    Employment Agreement, effective July 9, 2003, by and between the Company
and Douglas M. Suliman, Jr.(1)10.10
    
    Employment Agreement, effective June 23, 2003, by and between the Company
and Thomas J. Hoyer(1)10.11
    
    Employment Agreement, effective June 13, 2003, by and between the Company
and Joseph H. Izhakoff(1)10.12
    
    Employment Agreement, effective July 9, 2003, by and between the Company
and John Scherer(1)10.13
    
    Form of Key Employee Housing Assistance Program(1)10.14
    
    Indenture, dated March 1, 1998, between Francis P. Richard/or Catherine L.
Rich and Logan Equipment Corporation(1)10.15
    
    First Amendment to Lease, dated April 21, 2000, between Francis P. Rich
and/or Catherine L. Rich and NationsRent USA, Inc. (successor-in-interest
to Logan Equipment Corporation)(1)10.16
    
    Lease Agreement, dated December 14, 1998, between Jim Joy Holdings, LLC and
NationsRent of New Hampshire, Inc.(1)10.17
    
    Lease Assignment, dated September 17, 1999, between Jim Joy Holdings, LLC
and 1216 West Hammond Street, LLC(1)10.18
    
    First Amendment to Lease, dated January 10, 2000, between 1216 Hammond
Street, LLC and NationsRent USA, Inc.(successor-in-interest to NationsRent
of New Hampshire, Inc.)(1)10.19
    
    Lease Agreement, dated March 15, 2000, between Jim Joy Holdings, LLC and
NationsRent USA, Inc.(1)10.20
    
    Lease Agreement, dated December 7, 1999, between TREC, LLC and NationsRent
USA, Inc.(1)10.21
    
    Lease Agreement, dated December 14, 1998, between TREC, LLC and NRI/LEC
Merger Corp., Inc.(1)10.22
    
    Lease Agreement, dated March 1, 2000, between TREC, LLC and NationsRent
USA, Inc.(1)10.23
    
    First Amendment to Lease, dated May 24, 2001, between TREC, LLC and Nations
Rent USA, Inc.(1)10.24
    
    Subscription Agreement, dated June 13, 2003, among NR Holdings, Inc. and
the subscribers party thereto(1)10.25
    
    Asset Purchase Agreement, dated June 13, 2003, among Boston Rental
Partners, LLC, NationsRent, Inc. and its subsidiaries(1)10.26
    
    Rental Agreement, dated January 31, 2003, by and between Boston Rental
Partners, LLC, and NationsRent, Inc. and Term Sheet Regarding Settlement
Program referenced therein(1)10.27
    
    Strategic Alliance Agreement, dated October 12, 2000, between NationsRent,
Inc. and Lowes Companies, Inc.(1)10.28
    
    Employment agreement, effective May 20, 2004, by and between the Company
and Gary N. Golden(1)10.29
    
    Employment agreement, effective July 9, 2003, by and between the Company
and Robert W. Schiller(1)
 33




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##### Table of Contents



Exhibit Number
    
    Description10.30
    
    Amended and Restated Credit Agreement, dated as of October 23, 2003, by and
among the Company, certain of its subsidiaries, Wachovia Bank, National
Association, as administrative agent and as a lender, and the other lending
institutions party thereto(1)10.30.1
    
    First Amendment, dated as of December 22, 2003, to Amended and Restated
Credit Agreement, by and among the Company, certain of its subsidiaries,
Wachovia Bank, National Association, as administrative agent and a lender,
and the other lending institutions party thereto(1)10.30.2
    
    Second Amendment, dated as of December 20, 2004, to Amended and Restated
Credit Agreement, by and among the Company, certain of its subsidiaries,
Wachovia Bank, National Association, as administrative agent and a lender
and the other lending institutions party thereto(4)10.30.3
    
    Third Amendment, dated as of April 21, 2005, to the Amended and Restated
Credit Agreement, by and among the Company, certain of its subsidiaries,
Wachovia Bank, National Association, as administrative agent and a lender
and the other lending institutions party therein(5)10.31
    
    Amended and Restated Security Agreement, dated as of October 23, 2003,
between the Company, certain of its subsidiaries, and Wachovia Bank,
National Association, as administrative agent(1)31.1
    
    Certification of Thomas J. Putman pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002(7)31.2
    
    Certification of Thomas J. Hoyer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002(7)32.1
    
    Certification of Thomas J. Putman pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(7)32.2
    
    Certification of Thomas J. Hoyer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(7)
 
 (1)
    
    Filed as an exhibit to the Companys Registration Statement on Form S-4 (Registration No.
333-114115), filed April 1, 2004, as amended, and incorporated herein by reference.(2)
    
    Filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2004, and incorporated herein by reference.(3)
    
    Filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2004, and incorporated herein by reference.(4)
    
    Filed as an exhibit to the Companys Annual Report on Form 10-K for the year ended December 31,
2004, and incorporated herein by reference.(5)
    
    Filed as an exhibit to the Companys Current report on Form 8-K filed on April 27, 2005, and
incorporated herein by reference.(6)
    
    Filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2005, and incorporated herein by reference.(7)
    
    Filed herewith.(*)
    
    The Company agrees to furnish supplementally a copy of any omitted schedule to the Commission
upon request. 34




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##### Table of Contents



NATIONSRENT COMPANIES, INC.
(Registrant)Dated: August 15, 2005
    By:
    /s/ Thomas J. PutmanName:
    Thomas J. PutmanTitle:
    President and Chief Executive OfficerDated: August 15, 2005
    By:
    /s/ Thomas J. HoyerName:
    Thomas J. HoyerTitle:
    Executive Vice President and
Chief Financial OfficerDated: August 15, 2005
    By:
    /s/ Robert W. SchillerName:
    Robert W. SchillerTitle:
    Vice President and Controller 35




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##### Table of Contents



Exhibits Index
 Exhibit Number
    
    Description2.1
    
    First Amended Joint Plan of Reorganization of NationsRent, Inc. and its
Debtor Subsidiaries, dated February 7, 2003, as filed in the United States
Bankruptcy Court District of Delaware on February 11, 2003 *(1)2.1.1
    
    Modifications to First Amended Joint Plan of Reorganization of NationsRent,
Inc. and its Debtor Subsidiaries(1)2.12
    
    Modifications (Second) to First Amended Joint Plan of Reorganization of
NationsRent, Inc. and its Debtor Subsidiaries(1)2.13
    
    Modifications (Third) to First Amended Joint Plan of Reorganization of
NationsRent, Inc. and its Debtor Subsidiaries(1)3.1
    
    Certificate of Incorporation of the Company(1)3.2
    
    Certificate of Amendment of Certificate of Incorporation of the Company(1)3.3
    
    Certificate of Amendment of Certificate of Incorporation of the Company(1)3.4
    
    Certificate of Designation for Series A Preferred Stock of the Company(1)3.5
    
    Certificate of Amendment to Certificate of Designation for Series A
Preferred Stock(1)3.6
    
    By-Laws of the Company(1)3.7
    
    Certificate of Incorporation of NationsRent, Inc.(1)3.8
    
    By-Laws of NationsRent, Inc.(1)3.9
    
    Certificate of Incorporation of Las Olas Fourteen Corporation(1)3.10
    
    By-Laws of Las Olas Fourteen Corporation(1)3.11
    
    Certificate of Incorporation of Las Olas Twelve Corporation(1)3.12
    
    By-Laws of Las Olas Twelve Corporation(1)3.13
    
    Certificate of Incorporation of NRGP, Inc., as amended(1)3.14
    
    By-Laws of NRGP, Inc.(1)3.15
    
    Certificate of Incorporation of NationsRent USA, Inc.(1)3.16
    
    By-Laws of NationsRent USA, Inc.(1)3.17
    
    Certificate of Incorporation of NationsRent West, Inc.(1)3.18
    
    By-Laws of NationsRent West, Inc.(1)3.19
    
    Certificate of Incorporation of Logan Equipment Corp., as amended(1)3.20
    
    By-Laws of Logan Equipment Corp.(1)3.21
    
    Certificate of Incorporation of NationsRent Transportation Services, Inc.(1)3.22
    
    By-Laws of NationsRent Transportation Services, Inc.(1)3.23
    
    Articles of Incorporation of BDK Equipment Company, Inc.(1)3.24
    
    Amended and Restated Bylaws of BDK Equipment Company, Inc.(1)3.25
    
    Certificate of Incorporation of NR Delaware, Inc.(1)3.26
    
    By-Laws of NR Delaware, Inc.(1)3.27
    
    Certificate of Limited Partnership of NationsRent of Texas, LP(1)3.28
    
    Amended and Restated Agreement of Limited Partnership of NationsRent of
Texas, LP(1)3.29
    
    Certificate of Formation of NationsRent Dealer Group, LLC(6)3.30
    
    Limited Liability Company Agreement of NationsRent Dealer Group, LLC(6)4.1
    
    Form of 9.5% Senior Secured Notes due 2010(1)
 36




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##### Table of Contents



Exhibit Number
    
    Description4.2
    
    Indenture, dated as of October 23, 2003, by and among Company, the
Guarantors and Wilmington Trust Company, governing the Companys 9.5%
Senior Secured Notes due 2010(1)4.2.1
    
    First Supplement, dated as of July 27, 2004, to the Indenture, dated as of
October 23, 2003, by and among Company, the Guarantors and Wilmington Trust
Company(1)4.2.2
    
    Second Supplemental Indenture, dated as of March 31, 2005, to the
Indenture, dated as of October 23, 2003, by and among Company, the
guarantors named therein and Wilmington Trust Company(6)4.2.3
    
    Third Supplemental Indenture, dated as of April 26, 2005, to the Indenture,
dated as of October 23, 2003, by and among Company, the guarantors named
therein and Wilmington Trust Company(5)4.3
    
    Registration Rights Agreement, dated as of October 23, 2003, by and among
the Company, the guarantors named therein and the initial purchasers(1)4.4
    
    Form of 6.5% Unsecured Convertible Subordinated Promissory Note due 2008(1)4.5
    
    Form of 9.5% Senior Unsecured Notes due 2015(6)4.6
    
    Indenture, dated April 26, 2005, by and among the Company, the guarantors
party thereto and Wilmington Trust Company, governing the Companys 9.5%
Senior Unsecured Notes due 2015(5)4.7
    
    Registration Rights Agreement, dated April 26, 2005, by and among the
Company, the guarantors named therein and Jefferies & Company, Inc.(5)10.1
    
    NationsRent Liquidating Trust Agreement, dated as of June 13, 2003, by and
among NationsRent, Inc. and its subsidiaries, as settlors, and Perry
Mandarino, as trustee of the NationsRent Unsecured Creditors Liquidating
Trust(1)10.2
    
    Call Agreement, dated as of June 13, 2003, by and between NR Holdings, Inc.
and Perry Mandarino, as trustee on behalf of NationsRent Unsecured
Creditors Liquidating Trust(1 )10.3
    
    2003 Restricted Stock Plan of NR Holdings, Inc.(1)10.4
    
    Stockholders Agreement, dated as of June 13, 2003, by and among NR
Holdings, Inc. and the stockholders party thereto(1)10.5
    
    First Amendment to Stockholders Agreement, dated as of July 9, 2003, by
and among NR Holdings, Inc. and the stockholders party thereto(1)10.5.1
    
    Second Amendment to Stockholders Agreement, dated as of December 10, 2004,
by and among NationsRent Companies, Inc. and the stockholders party
thereto(4)10.6
    
    Amended and Restated Indemnification Agreement, dated as of June 13, 2003,
by and among NationsRent Companies, Inc. and the indemnities signatory
thereto(2)10.7
    
    Employment Agreement, effective June 13, 2003, by and between the Company
and Thomas J. Putman(1)10.8
    
    Employment Agreement, effective July 9, 2003, by and between the Company
and Bryan T. Rich(1)10.9
    
    Employment Agreement, effective July 9, 2003, by and between the Company
and Douglas M. Suliman, Jr.(1)
 37




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##### Table of Contents



Exhibit Number
    
    Description10.10
    
    Employment Agreement, effective June 23, 2003, by and between the Company
and Thomas J. Hoyer(1)10.11
    
    Employment Agreement, effective June 13, 2003, by and between the Company
and Joseph H. Izhakoff(1)10.12
    
    Employment Agreement, effective July 9, 2003, by and between the Company
and John Scherer(1)10.13
    
    Form of Key Employee Housing Assistance Program(1)10.14
    
    Indenture, dated March 1, 1998, between Francis P. Richard/or Catherine L.
Rich and Logan Equipment Corporation(1)10.15
    
    First Amendment to Lease, dated April 21, 2000, between Francis P. Rich
and/or Catherine L. Rich and NationsRent USA, Inc. (successor-in-interest
to Logan Equipment Corporation)(1)10.16
    
    Lease Agreement, dated December 14, 1998, between Jim Joy Holdings, LLC and
NationsRent of New Hampshire, Inc.(1)10.17
    
    Lease Assignment, dated September 17, 1999, between Jim Joy Holdings, LLC
and 1216 West Hammond Street, LLC(1)10.18
    
    First Amendment to Lease, dated January 10, 2000, between 1216 Hammond
Street, LLC and NationsRent USA, Inc.(successor-in-interest to NationsRent
of New Hampshire, Inc.)(1)10.19
    
    Lease Agreement, dated March 15, 2000, between Jim Joy Holdings, LLC and
NationsRent USA, Inc.(1)10.20
    
    Lease Agreement, dated December 7, 1999, between TREC, LLC and NationsRent
USA, Inc.(1)10.21
    
    Lease Agreement, dated December 14, 1998, between TREC, LLC and NRI/LEC
Merger Corp., Inc.(1)10.22
    
    Lease Agreement, dated March 1, 2000, between TREC, LLC and NationsRent
USA, Inc.(1)10.23
    
    First Amendment to Lease, dated May 24, 2001, between TREC, LLC and Nations
Rent USA, Inc.(1)10.24
    
    Subscription Agreement, dated June 13, 2003, among NR Holdings, Inc. and
the subscribers party thereto(1)10.25
    
    Asset Purchase Agreement, dated June 13, 2003, among Boston Rental
Partners, LLC, NationsRent, Inc. and its subsidiaries(1)10.26
    
    Rental Agreement, dated January 31, 2003, by and between Boston Rental
Partners, LLC, and NationsRent, Inc. and Term Sheet Regarding Settlement
Program referenced therein(1)10.27
    
    Strategic Alliance Agreement, dated October 12, 2000, between NationsRent,
Inc. and Lowes Companies, Inc.(1)10.28
    
    Employment agreement, effective May 20, 2004, by and between the Company
and Gary N. Golden(1)10.29
    
    Employment agreement, effective July 9, 2003, by and between the Company
and Robert W. Schiller(1)
 38




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##### Table of Contents



Exhibit Number
    
    Description10.30
    
    Amended and Restated Credit Agreement, dated as of October 23, 2003, by and
among the Company, certain of its subsidiaries, Wachovia Bank, National
Association, as administrative agent and as a lender, and the other lending
institutions party thereto(1)10.30.1
    
    First Amendment, dated as of December 22, 2003, to Amended and Restated
Credit Agreement, by and among the Company, certain of its subsidiaries,
Wachovia Bank, National Association, as administrative agent and a lender,
and the other lending institutions party thereto(1)10.30.2
    
    Second Amendment, dated as of December 20, 2004, to Amended and Restated
Credit Agreement, by and among the Company, certain of its subsidiaries,
Wachovia Bank, National Association, as administrative agent and a lender
and the other lending institutions party thereto(4)10.30.3
    
    Third Amendment, dated as of April 21, 2005, to the Amended and Restated
Credit Agreement, by and among the Company, certain of its subsidiaries,
Wachovia Bank, National Association, as administrative agent and a lender
and the other lending institutions party therein(5)10.31
    
    Amended and Restated Security Agreement, dated as of October 23, 2003,
between the Company, certain of its subsidiaries, and Wachovia Bank,
National Association, as administrative agent(1)31.1
    
    Certification of Thomas J. Putman pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002(7)31.2
    
    Certification of Thomas J. Hoyer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002(7)32.1
    
    Certification of Thomas J. Putman pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(7)32.2
    
    Certification of Thomas J. Hoyer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(7)
 
 (1)
    
    Filed as an exhibit to the Companys Registration Statement on Form S-4 (Registration
No. 333-114115), filed April 1, 2004, as amended, and incorporated herein by reference.(2)
    
    Filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2004, and incorporated herein by reference.(3)
    
    Filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2004, and incorporated herein by reference.(4)
    
    Filed as an exhibit to the Companys Annual Report on Form 10-K for the year ended December
31, 2004, and incorporated herein by reference.(5)
    
    Filed as an exhibit to the Companys Current report on Form 8-K filed on April 27, 2005, and
incorporated herein by reference.(6)
    
    Filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2005, and incorporated herein by reference.(7)
    
    Filed herewith.(*)
    
    The Company agrees to furnish supplementally a copy of any omitted schedule to the
Commission upon request. 39