---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q/A

[X]     QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended June 30, 2004

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 333-114115

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

|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
(Registrant's telephone number including area code)

Indicate by check |X| 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 requirement for the past 90 days. Yes | | No |X|

Indicate by check mark whether the registrant is an
accelerated filer (as defined in the Exchange Act Rule 12b-2). Yes | | No |X|

As of July 31, 2004 there were 1,669,028 shares of
common stock, $0.01 par value, outstanding.

NATIONSRENT COMPANIES, INC.

Explanatory Note

We are filing this Quarterly Report on Form 10-Q/A
as an amendment to our Form 10-Q, originally filed with the Securities and
Exchange Commission ("SEC") on August 16, 2004, for the purpose of
giving effect to the restatement of our unaudited condensed consolidated
financial statements and the notes thereto for the three and six months ended
June 30, 2004, the one month ended June 30, 2003, and the two and five months
ended May 31, 2003. The financial statements have been restated in order to
correct the classification of vehicle depreciation expense from operating
expenses to cost of revenue.

This restatement also gives effect to the correction
of certain out of period errors previously disclosed. The Company corrected
these out of period errors in order to properly reflect such amounts in the
appropriate periods. These out of period errors included adjustments for
capitalized betterments, cooperative advertising receivables and
depreciation.

This restatement also gives effect to the correction
to lease expense from straight-lining lease expense over the initial terms of
the lease plus any option renewal periods. This conforms the periods used for
lease expense to the periods used for amortizing leasehold
improvements.

For additional information regarding the restatement including
the impact of these corrections on the Companys financial statements,
refer to Note 1 of the Notes to the Unaudited Condensed Consolidated Financial
Statements in Item 1.

This Form 10-Q/A amends and restates only those items of the
previously filed Form 10-Q which have been affected by the restatement, although
all items of the Form 10-Q are reproduced in this amendment. This Form 10-Q/A
does not necessarily reflect all events occurring after the filing of the
original Form 10-Q or otherwise modify or update those disclosures. Accordingly,
this Form 10-Q/A should be read in conjunction with the Companys filings
with the SEC subsequent to the filing of the original Form 10-Q.

NATIONSRENT COMPANIES, INC.

INDEX

| | Page
No.
| | --------

|PART I - FINANCIAL INFORMATION | 1
|------------------------------ | -

| | Item 1: Financial Statements | 1
| | ---------------------------- | -

| | Condensed Consolidated Balance Sheets for the Successor Company as
of June 30, 2004 (unaudited and restated) and December 31, 2003
(restated) | 1
| | --------------------------------------------------------------------------------------------------------------------------------------------- | -

| | Unaudited Condensed Consolidated Statements of Operations for the
Successor Company for the Three Months Ended June 30, 2004
(restated) and One Month Ended June 30, 2003 (restated) and for the
Predecessor Company for the Two Months Ended May 31, 2003
(restated) | 2
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -

| | Condensed Consolidated Statements of Operations for the Successor
Company for the Six Months Ended June 30, 2004 (unaudited and
restated) and One Month Ended June 30, 2003 (unaudited and restated)
and for the Predecessor Company for the Five Months Ended May 31,
2003 (restated) | 3
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -

| | Condensed Consolidated Statements of Cash Flows for the Successor
Company for the Six Months Ended June 30, 2004 (unaudited and
restated) and One Month Ended June 30, 2003 (unaudited and restated)
and for the Predecessor Company for the Five Months Ended May 31,
2003 (restated) | 4
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -

| | Notes to Unaudited Condensed Consolidated Financial
Statements | 5
| | -------------------------------------------------------------- | -

| | Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations | 18
| | --------------------------------------------------------------------------------------------- | --

| | Item 3: Quantitative and Qualitative Disclosures About Market Risk | 32
| | ------------------------------------------------------------------ | --

| | Item 4: Controls and Procedures | 32
| | ------------------------------- | --

|PART II - OTHER INFORMATION | 35
|--------------------------- | --

| | Item 4.  Submission of Matters to a Vote of Security Holders | 35
| | ------------------------------------------------------------ | --

| | Item 6.  Exhibits and Reports on Form 8-K | 35
| | ----------------------------------------- | --

| | Signatures | 39
| | ---------- | --

| | Certifications | 43
| | -------------- | --

PART I - FINANCIAL INFORMATION

Item 1:  Financial Statements

NATIONSRENT COMPANIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS(dollars in thousands)

`Successor Company
                                                                               ---------------------------------------
                                                                                 June 30, 2004      December 31, 2003
                                                                               ------------------   -----------------
                                                                                 (restated - see      (restated - see
                                                                                     Note 1)              Note 1)
                                                                                  (unaudited)

ASSETS
Cash and cash equivalents..................................................    $       41,512       $       48,644
Accounts receivable, net...................................................            70,696               72,926
Inventories................................................................            20,819               21,802
Prepaid expenses and other assets..........................................            12,507               11,605
Debt issuance costs, net...................................................             6,381                7,155
Rental equipment, net......................................................           364,794              347,076
Property and equipment, net................................................            60,442               62,076
Intangible assets, net.....................................................             8,371                8,479
                                                                               ------------------   ------------------
       Total Assets........................................................    $      585,522       $      579,763
                                                                               ==================   ==================
LIABILITIES AND STOCKHOLDERS EQUITY
Accounts payable...........................................................    $       69,176       $       56,319
Accrued compensation and related taxes.....................................            11,209                9,297
Accrued insurance claims...................................................            16,484               14,500
Accrued expenses and other liabilities.....................................            32,555               29,174
Debt (Note 2)..............................................................           289,941              288,286
Income taxes payable.......................................................               473                  504
                                                                               ------------------   ------------------
       Total Liabilities...................................................           419,838              398,080
                                                                               ------------------   ------------------
Commitments and Contingencies

Stockholders' 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 each of June 30, 2004 and
    December 31, 2003......................................................                 1                    1
  Common stock--$0.01 par value, 3,000,000 shares
    authorized, 1,669,028 and 1,666,296 shares issued
    and outstanding at June 30, 2004 and December 31,
    2003, respectively.....................................................                17                   17
  Additional paid-in capital...............................................           200,920              200,724
  Deferred stock compensation..............................................            (1,675)              (4,560)
  Accumulated deficit......................................................           (33,579)             (14,499)
                                                                               ------------------   ------------------
    Total Stockholders' Equity ............................................           165,684              181,683
                                                                               ------------------   ------------------
    Total Liabilities and Stockholders' Equity.............................    $      585,522       $      579,763
                                                                               ==================   ==================

 The accompanying notes to the condensed consolidated financial statements are an integral part of these balance sheets.`

NATIONSRENT COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(dollars in thousands, except per share data)
(unaudited)

`Successor                    Predecessor
                                                                                      Company                       Company
                                                                      ---------------------------------------  ------------------
                                                                         Three Months          One Month           Two Months
                                                                           Ended                 Ended                Ended
                                                                        June 30, 2004        June 30, 2003        May 31, 2003
                                                                       ---------------     -----------------   ------------------
                                                                       (restated - see     (restated - see     (restated - see
                                                                           Note 1)             Note 1)              Note 1)
  Revenue:
      Equipment rentals..........................................     $        116,465      $        37,120      $       70,567
      Sales of equipment, merchandise, service,
        parts and supplies.......................................               27,677                4,806              12,931
                                                                      ------------------    -----------------    -----------------
          Total revenue..........................................              144,142               41,926              83,498
                                                                      ------------------    -----------------    -----------------
  Cost of revenue
      Cost of equipment rentals..................................               60,483               20,270              46,853
      Rental equipment depreciation and lease expense,
        and vehicle depreciation.................................               27,782                9,324              22,878
      Cost of sales of equipment, merchandise, service, parts and
        supplies.................................................               16,786                3,358              13,138
                                                                      ------------------    -----------------    -----------------
          Total cost of revenue..................................              105,051               32,952              82,869
                                                                      ------------------    -----------------    -----------------

  Gross profit...................................................               39,091                8,974                 629
  Operating expenses:
      Selling, general and administrative expenses...............               28,534                8,106              16,248
      Non-rental equipment depreciation and amortization.........                1,675                  577               2,572
                                                                      ------------------    -----------------    -----------------
      Operating income (loss)....................................                8,882                  291             (18,191)
                                                                      ------------------    -----------------    -----------------
  Other (income) expense:
      Interest expense...........................................                7,771                1,160               1,680
      Other, net.................................................                  (96)                 (37)                (34)
                                                                      ------------------    -----------------    -----------------
          Total other (income) expense...........................                7,675                1,123               1,646
                                                                      ------------------    -----------------    -----------------
  Income (loss) before reorganization items......................                1,207                 (832)            (19,837)

  Reorganization items, net......................................                    -                    -          (1,393,861)
                                                                      ------------------    -----------------    -----------------
  Net income (loss)..............................................     $          1,207      $          (832)     $    1,374,024
                                                                      ==================    =================    =================
  Net income per share:
    Basic........................................................                                                $        23.95
                                                                                                                 =================
    Diluted......................................................                                                $        23.95
                                                                                                                 =================
  Weighted average common shares outstanding:
    Basic........................................................
                                                                                                                         57,364
                                                                                                                 =================
    Diluted......................................................                                                        57,364
                                                                                                                 =================

 The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.`

NATIONSRENT COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(dollars in thousands, except per share data)

`Successor                    Predecessor
                                                                                      Company                       Company
                                                                      ---------------------------------------  ------------------
                                                                          Six Months          One Month            Five Months
                                                                            Ended               Ended                Ended
                                                                        June 30, 2004        June 30, 2003        May 31, 2003
                                                                       ---------------     -----------------   ------------------
                                                                       (restated - see     (restated - see     (restated - see
                                                                           Note 1)             Note 1)              Note 1)
                                                                         (unaudited)         (unaudited)
  Revenue:
      Equipment rentals..........................................     $        209,547      $        37,120      $      155,567
      Sales of equipment, merchandise, service,
        parts and supplies.......................................               54,618                4,806              20,499
                                                                      ------------------    -----------------    -----------------
          Total revenue..........................................              264,165               41,926             176,066
                                                                      ------------------    -----------------    -----------------
 Cost of revenue:
      Cost of equipment rentals..................................              120,067               20,270             103,367
    Rental equipment depreciation and lease expense,
      and vehicle depreciation...................................               56,634                9,324              57,801
    Cost of sales of equipment, merchandise, service,
      parts and supplies.........................................               34,295                3,358              18,764
                                                                      ------------------    -----------------    -----------------
        Total cost of revenue....................................              210,996               32,952             179,932
                                                                      ------------------    -----------------    -----------------
Gross profit (loss)..............................................               53,169                8,974              (3,866)
Operating expenses:
    Selling, general and administrative expenses.................               53,232                8,106              37,173
    Non-rental equipment depreciation and amortization...........                3,836                  577               5,451
                                                                      ------------------    -----------------    -----------------
    Operating income (loss)......................................               (3,899)                 291             (46,490)
Other (income) expense:                                               ------------------    -----------------    -----------------
    Interest expense.........................................                   15,409                1,160               3,164
    Other, net...............................................                     (228)                 (37)                (90)
                                                                      ------------------    -----------------    -----------------
        Total other (income) expense.........................                   15,181                1,123               3,074
                                                                      ------------------    -----------------    -----------------
Loss before reorganization items.............................                  (19,080)                (832)            (49,564)
Reorganization items, net....................................                        -                    -          (1,401,121)
                                                                      ------------------    -----------------    -----------------
Net income (loss)............................................         $        (19,080)     $          (832)     $    1,351,557
                                                                      ==================    =================    =================
Net income per share:
  Basic......................................................                                                    $        23.56
                                                                                                                 =================
  Diluted....................................................                                                    $        23.56
                                                                                                                 =================
Weighted average common
shares outstanding:
  Basic......................................................                                                            57,364
                                                                                                                 =================
  Diluted....................................................                                                            57,364
                                                                                                                 =================


The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.`

NATIONSRENT COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(dollars in thousands)

`Successor                    Predecessor
                                                                                      Company                       Company
                                                                      ---------------------------------------  ------------------
                                                                          Six Months          One Month            Five Months
                                                                            Ended               Ended                Ended
                                                                        June 30, 2004        June 30, 2003        May 31, 2003
                                                                       ---------------     -----------------   ------------------
                                                                       (restated - see     (restated - see     (restated - see
                                                                           Note 1)             Note 1)              Note 1)
                                                                         (unaudited)         (unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)...............................................        $     (19,080)        $       (832)     $    1,351,557
Adjustments to reconcile net income (loss) to net
  cash provided by operating activities:
  Depreciation and amortization.................................               63,551                8,770              43,886
  Provision for doubtful accounts................................               1,913                  742               3,211
  Non-cash reorganization items..................................                   -                    -          (1,424,231)
  Non-cash interest charge.......................................               1,424                    -                   -
  Loss on disposal of non-rental equipment.......................                 460                    -                  35
  (Gain) loss on disposal of rental equipment....................             (14,032)                (633)              1,093
  Changes in operating assets and liabilities:
    Accounts receivable..........................................                 317                 (418)             (4,771)
    Inventories..................................................                 983                  749              (1,569)
    Prepaid expenses and other assets............................                (627)                (666)              8,418
    Accounts payable.............................................              12,857                 (644)             10,557
    Accrued expenses and other liabilities.......................               7,277               (6,553)             17,919
    Liabilities subject to compromise............................                   -                    -              (1,960)
    Income taxes payable.........................................                 (31)                   -                  (3)
                                                                        ----------------      ---------------   ------------------
    Net cash provided by operating activities....................              55,012                  515               4,142
                                                                        ----------------      ---------------   ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of rental equipment....................................             (85,800)             (40,725)            (15,793)
Purchases of property and equipment..............................              (8,462)              (2,328)             (4,953)
Proceeds from disposal of rental equipment and vehicles..........              32,601                1,674               8,855
Proceeds from disposal of non-rental equipment...................                   -                    -                  12
                                                                        ----------------      ---------------   ------------------
  Net cash used in investing activities..........................             (61,661)             (41,379)            (11,879)
                                                                        ----------------      ---------------   ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility....................................                   -                    -              24,608
Proceeds from issuance of convertible notes......................                   -               15,557                   -
Proceeds from issuance of preferred and common stock, net of
  expenses.......................................................                   -               63,972                   -
Payment of debt issuance costs...................................                 (56)              (7,119)                  -
Repayments of debt subject to compromise.........................                   -                    -              (1,909)
Repayments of debt not subject to compromise.....................                (427)             (36,860)             (8,449)
                                                                        ----------------      ---------------   ------------------
  Net cash (used in)/provided by financing activities............                (483)              35,550              14,250
                                                                        ----------------      ---------------   ------------------
Net increase/(decrease) in cash and cash equivalents.............              (7,132)              (5,314)              6,513
Cash and cash equivalents, beginning of period...................              48,644               13,453               6,940
                                                                        ----------------      ---------------   ------------------
Cash and cash equivalents, end of period.........................       $      41,512         $      8,139         $    13,453
                                                                        ================      ===============   ==================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
  Cash paid for interest.........................................       $      11,230         $        518          $    1,740
                                                                        ================      ===============   ==================
  Cash paid for income taxes.....................................       $          30         $          -          $        3
                                                                        ================      ===============   ==================
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
  AND FINANCING ACTIVITIES:
  Fixed assets acquired under financial  obligations.............       $       1,488         $     68,429          $   73,165
                                                                        ================      ===============   ==================
  Issuance of restricted stock...................................       $         196         $          -          $        -
                                                                        ================      ===============   ==================

         The accompanying notes to the condensed consolidated financial statements are an integral part of these statements.`

NATIONSRENT COMPANIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2004

|1. | General
|-- | -------

Reporting Entity

NationsRent Companies, Inc. together with its subsidiaries (the "Successor
Company") is one of the largest full-service rental companies in the United
States. The Company (as defined below) offers a comprehensive line of equipment
for rent to a broad range of construction, industrial and homeowner customers.
The Company also sells new and used equipment, parts, merchandise and supplies,
and provides maintenance and repair services.

Reorganization Under Chapter 11

On June 13, 2003 (the "Effective Date"), NationsRent, Inc., a Delaware
corporation together with its subsidiaries (the "Predecessor
Company"), emerged from proceedings under Chapter 11 ("Chapter
11") of Title 11 of the United States Code (the "Bankruptcy
Code") in the United States Bankruptcy Court for the District of Delaware
(the "Bankruptcy Court") pursuant to the terms of the First Amended
Joint Plan of Reorganization of NationsRent, Inc. and its debtor subsidiaries
dated February 7, 2003, as modified (the "Plan"). On the Effective
Date, the Predecessor Company merged into an indirect subsidiary of the
Successor Company.

Basis of Presentation

The unaudited condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
and with rules and regulations of the United States Securities and Exchange
Commission ("SEC") for interim financial reporting. In the opinion of
management, the financial information included herein reflects all adjustments
considered necessary for a fair presentation of interim results and all such
adjustments are of a normal recurring nature. 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 complete financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
SEC rules and regulations. These unaudited interim condensed consolidated
financial statements should be read in conjunction with the Companys
consolidated financial statements for the year ended December 31, 2003, as
restated. The results of operations for interim periods are not necessarily
indicative of the results which may be reported for the year ending December 31,
2004.

The unaudited interim condensed consolidated financial statements include the
accounts of the Company and its 100%-owned subsidiaries. All material
intercompany transactions and balances have been eliminated in consolidation.
Comprehensive income (loss) was equal to net income (loss) for all periods
presented.

In connection with its emergence from bankruptcy, the Company reflected the
terms of the Plan in its consolidated financial statements by adopting the
principles of fresh-start reporting ("Fresh-Start Reporting") in
accordance with the American Institute of Certified Public Accountants
("AICPA") Statement of Position ("SOP") 90-7,
"Financial Reporting by Entities in Reorganization under the Bankruptcy
Code." For accounting purposes, the effects of the consummation of the Plan
as well as adjustments for Fresh-Start Reporting have been recorded in the
Companys unaudited condensed consolidated financial statements as of June
1, 2003. Therefore, as used in these financial statements, the term
"Company" refers to the Predecessor Company and its operations for
periods prior to June 13, 2003 (and for accounting purposes prior to June 1,
2003), and refers to the Successor Company for periods after June 13, 2003 (and
for accounting purposes on or after June 1, 2003). Under Fresh-Start Reporting,
a new entity is deemed to be created for financial reporting purposes and the
recorded amounts of assets and liabilities are adjusted to reflect their
estimated fair values.

Between the date the Company filed for protection under the Bankruptcy Code on
December 17, 2001 and its emergence from bankruptcy on the Effective Date, the
Predecessor Company operated its business as a debtor-in-possession subject to
the jurisdiction of the Bankruptcy Court. Accordingly, the Predecessor
Companys consolidated financial statements for periods prior to its
emergence from bankruptcy were presented in conformity with SOP 90-7 and were
prepared on a going concern basis that assumed continuity of operations and
realization of assets and settlement of liabilities and commitments in the
normal course of business. Pursuant to SOP 90-7, revenue and expenses, realized
gains and losses and provisions for losses resulting from the reorganization of
the business were reported in the unaudited interim condensed consolidated
statements of operations separately as reorganization items. Professional fees
related to the reorganization were expensed as incurred and interest expense was
reported only to the extent that it was to be paid or was an allowed claim. See
"Note 3 Reorganization Items, Net."

The Successor Company adopted the accounting policies of the Predecessor Company
upon emergence from bankruptcy. In accordance with the Fresh-Start Reporting
provisions of SOP 90-7, the Successor Company also adopted changes in accounting
principles at the Effective Date that were required in the consolidated
financial statements of the Successor Company within the twelve month period
subsequent to the Effective Date.

The Company depreciates rental equipment and non-rental property and equipment
using the straight-line method over its estimated useful life, using an
estimated salvage value of zero to ten percent of cost.

Restatements

The Company has restated all periods in the accompanying unaudited condensed
consolidated statements of operations to correct the classification of vehicle
depreciation expense from operating expenses to cost of revenue. The Company
corrected the classification of these expenses in order to include all delivery
costs in cost of revenue.

The Company has corrected the classification of revenue and cost associated with
the disposal of its vehicles for all periods. Previously, in connection with the
disposal of vehicles, the Company recorded the gross proceeds in "sales of
equipment, merchandise, service, parts and supplies," and the cost in
"cost of sales of equipment, merchandise, service, parts and
supplies." The Company now records the net gain or loss, defined as gross
proceeds less net book value, as part of "rental equipment
depreciation and lease expense, and vehicle depreciation." The Company
considers the gain or loss on vehicles sold as an adjustment to vehicle
depreciation.

The Company has restated all periods in the accompanying condensed consolidated
financial statements to correct certain out of period errors previously
disclosed. The Company corrected these out of period errors in order to properly
reflect such amounts in the appropriate periods. These out of period errors
included adjustments for capitalized betterments, cooperative advertising
receivables and depreciation.

The Company has restated all periods after the Effective Date to conform the
periods used to calculate straight-line lease expense to the periods used for
the amortization of leasehold improvements. The Company determined the impact on
the periods prior to the Effective Date to be immaterial. Historically, the
Company calculated straight-line lease expense over the initial
term of a lease while amortizing leasehold improvements over the lesser of the
estimated useful life or a period that included the initial minimum lease term and any option
renewal periods. The Company has now conformed the periods used to calculate
straight-line lease expense to the periods used for the amortization of
leasehold improvements.

The following tables summarize the impact of the corrections of the errors
discussed above on previously reported financial information (in thousands):

`As of and for the Six Months Ended June 30, 2004
                                                     ------------------------------------------------------
                                                      As Previously
                                                        Reported           Corrections         As Restated
                                                     ------------------  ----------------  ----------------
 Balance Sheet:

   Prepaid expenses and other assets                    $  11,847     $    660   (a)          $       12,507
   Rental equipment, net............................      363,836          958   (b)                 364,794
     Total Assets..................................       583,904        1,618                       585,522

   Accrued compensation and related taxes...........       11,191           18   (c)(d)               11,209
   Accrued expenses and other liabilities...........       31,290        1,265   (e)                  32,555
    Total Liabilities...............................      418,555        1,283                       419,838

   Accumulated deficit.............................       (33,914)         335   (f)                 (33,579)
     Total Stockholders' Equity....................       165,349          335                       165,684
     Total Liabilities and Stockholders' Equity....       583,904        1,618                       585,522

 Statement of Operations:

   Sales of equipment, merchandise, service, parts
     and supplies...................................       55,300         (682)  (g)                  54,618
     Total revenue..................................      264,847         (682)                      264,165

   Cost of equipment rentals........................      120,342         (275)  (b)(c)(h)           120,067
   Rental equipment depreciation and lease expense,
    and vehicle depreciation........................       49,370        7,264   (g)(i)(j)            56,634
   Cost of sales of equipment, merchandise, service,
    parts and supplies..............................       34,697         (402)  (g)                  34,295
    Total cost of revenue...........................      204,409        6,587   (k)                 210,996

   Gross profit (loss)..............................       60,438       (7,269)  (l)                  53,169

   Selling, general and administrative expenses.....       53,905         (673)  (a)(d)(m)            53,232
   Non-rental equipment depreciation and
     amortization...................................       10,252       (6,416)  (i)(n)                3,836

   Operating income (loss)..........................       (3,719)        (180)  (o)                  (3,899)
   Loss before reorganization items.................      (18,900)        (180)  (o)                 (19,080)
   Net income (loss)................................      (18,900)        (180)  (o)                 (19,080)

 Statement of Cash Flows:

   Net income (loss)................................      (18,900)        (180)  (o)                 (19,080)
   Depreciation and amortization....................       62,703          848   (g)(j)(n)            63,551
   (Gain) loss on disposal of rental equipment......      (14,312)         280   (g)                 (14,032)
   Prepaid expenses and other assets................           33         (660)  (a)                    (627)
   Accrued expenses and other liabilities...........        6,607          670   (c)(d)(h)(m)          7,277
     Net cash provided by operating activities......       54,054          958                        55,012

   Purchases of rental equipment....................      (84,842)        (958)  (b)                 (85,800)
     Net cash used in investing activities..........    $ (60,703)    $   (958)               $      (61,661)`

______________________

|(a) | To record $660,000 of cooperative advertising receivables in the correct period.
The Company previously recorded and disclosed an adjustment of $989,000 in the
condensed consolidated financial statements for the three and nine months ended
September 30, 2004, $660,000 of which related to the six months ended June 30, 2004.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | To record the $958,000 adjustment related to the correction of the
write down of capitalized betterment costs, which was previously recorded and
disclosed in the condensed consolidated financial statements for the three and
nine months ended September 30, 2004 in the correct period.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | The correction for the $66,000 under-accrual of store-level
incentive compensation bonuses for the six months ended June 30, 2004.
|--- | ----------------------------------------------------------------------------------------------------------------------------------

|(d) | The correction for the $48,000 over-accrual of region/district
incentive compensation bonuses.
|--- | ----------------------------------------------------------------------------------------------

|(e) | Reflects the adjustment of $1,265,000 to accrue for additional
lease expense as a result of straight-lining lease expense over the initial term
of the lease plus any option renewal terms where
the leases contain fixed rent escalators. This treatment is consistent with the
periods used for the amortization of the Company's leasehold improvements.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(f) | The impact of corrections described in notes (a), (b), (c), (d) and (e).
|--- | ------------------------------------------------------------------------

|(g) | The reclassification of $682,000 of revenue and $402,000 of costs
associated with disposal of vehicles resulting in a net gain of $280,000 on
vehicle disposals being recorded as an offset to "rental equipment depreciation
and lease expense, and vehicle depreciation."
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(h) | Reflects the adjustment to increase lease expense by $617,000 as a
result of straight-lining lease expense over the initial term of the lease
plus any option renewal terms where the leases
contain fixed rent escalators. This treatment is consistent with the periods
used for the amortization of the Company's leasehold improvements.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(i) | The correction for reclassification of $7,468,000 of vehicle
depreciation expense from operating expense to cost of revenue in order to
include all delivery costs in cost of revenue.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(j) | Reflects the adjustment to increase depreciation related to
vehicles by $76,000 for the six months ended June 30, 2004. An adjustment to
correct for the over-depreciation of non-rental assets since the Effective Date
was previously recorded and disclosed in the condensed consolidated financial
statements for the three and six months ended June 30, 2004. The entry reduced
non-rental depreciation expense by $76,000 in the six months ended June 30, 2004
which should have been recorded in the seven months ended December 31,
2003.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(k) | The impact of corrections described in notes (b), (c), (g), (h),
(i) and (j) above.
|--- | -----------------------------------------------------------------------------------

|(l) | The impact of corrections described in notes (b), (c), (h), (i)
and (j) above.
|--- | ------------------------------------------------------------------------------

|(m) | Reflects the adjustment to increase lease expense by $35,000 as a
result of straight-lining lease expense over the initial term of the lease
plus any option renewal terms where the leases
contain fixed rent escalators. This treatment is consistent with the periods
used for the amortization of the Company's leasehold improvements.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(n) | Reflects the adjustment to increase depreciation related to
leasehold improvements by $1,052,000 for the six months ended June 30, 2004. An
adjustment to correct for the over-depreciation of non-rental assets since the
Effective Date was previously recorded and disclosed in the condensed
consolidated financial statements for the three and six months ended June 30,
2004. The entry reduced non-rental depreciation expense by $1,052,000 in the six
months ended June 30, 2004 which should have been recorded in the seven months
ended December 31, 2003.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(o) | The impact of corrections described in notes (a), (b), (c), (d),
(h), (j), (m) and (n) above.
|--- | ---------------------------------------------------------------------------------------------

`Three Months Ended June 30, 2004
                                                                     ---------------------------------------------------------
                                                                       As Previously
                                                                         Reported            Corrections         As Restated
                                                                     ------------------  ------------------  -----------------
                  Statement of Operations:

                    Sales of equipment, merchandise, service,
                    parties and supplies.............................   $    28,224       $ (547)  (a)            $   27,677
                      Total revenue.................................        144,689         (547)                    144,142

                    Cost of equipment rentals........................        61,094         (611)  (b)(c)(d)          60,483
                    Rental equipment depreciation and lease expense,
                      and vehicle depreciation.......................        26,131        1,651   (a)(e)(f)(g)       27,782
                    Cost of sales of equipment, merchandise,
                      service, parts and supplies....................        17,077         (291)  (a)                16,786
                      Total cost of revenue..........................       104,302          749   (h)               105,051

                    Gross profit ....................................        40,387       (1,296)  (i)                39,091

                    Selling, general and administrative expenses.....        28,895         (361)  (j)(k)(l)          28,534
                    Non-rental equipment depreciation and
                      amortization...................................         2,944       (1,269)  (e)(m)              1,675

                    Operating income (loss)..........................         8,548          334   (n)                 8,882
                    Income (loss) before reorganization items........           873          334   (n)                 1,207
                    Net income (loss)................................   $       873       $  334   (n)            $    1,207`

|(a) | The reclassification of $547,000 of revenue and
$291,000 of costs associated with disposal of vehicles resulting in a net gain
of $256,000 on vehicle disposals being recorded as an offset to "rental
equipment depreciation and lease expense, and vehicle depreciation."
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | To record the $986,000 adjustment related to the
correction of the write down of capitalized betterment costs, which was
previously recorded and disclosed in the condensed consolidated financial
statements for the three and nine months ended September 30, 2004 in the correct
period.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | The correction for the $66,000 under-accrual of
store-level incentive compensation bonuses at June 30, 2004.
|--- | ------------------------------------------------------------------------------------------------------------

|(d) | Reflects the adjustment to increase lease expense by
$309,000 as a result of straight-lining lease expense over the initial term of
the lease plus any option renewal terms where
the leases contain fixed rent escalators. This treatment is consistent with the
periods used for the amortization of the Company's leasehold
improvements.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) | The correction for reclassification of $2,771,000 of
vehicle depreciation expense from operating expense to cost of revenue in order
to include all delivery costs in cost of revenue.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(f) | Reflects the adjustment to increase depreciation
related to vehicles by $108,000 for the three months ended June 30, 2004. An
adjustment to correct for the over-depreciation of non-rental assets since the
Effective Date was previously recorded and disclosed in the condensed
consolidated financial statements for the three and six months ended June 30,
2004. The entry reduced non-rental depreciation expense by $108,000 for the
three months ended June 30, 2004, $32,000 of which should have been recorded for
the three months ended March 31, 2004 and $76,000 of which should have been
recorded for the seven months ended December 31, 2003.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(g) | The reversal of the $972,000 correction for
under-depreciation of rental assets, which was previously recorded and disclosed
in the condensed consolidated financial statements for the three and six months
ended June 30, 2004 and related to the three months ended March 31,
2004.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(h) | The impact of corrections described in notes (a),
(b), (c), (d), (e), (f) and (g) above.
|--- | ----------------------------------------------------------------------------------------

|(i) | The impact of corrections described in notes (b),
(c), (d), (e), (f) and (g) above.
|--- | -----------------------------------------------------------------------------------

|(j) | The correction for the $48,000 over-accrual of
region/district incentive compensation bonuses.
|--- | ----------------------------------------------------------------------------------------------

|(k) | To record $330,000 of cooperative advertising receivables in the
correct period. The Company previously recorded and disclosed an adjustment of
$989,000 in the condensed consolidated financial statements for the three and
nine months ended September 30, 2004, $330,000 of which related to the three
months ended June 30, 2004.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(l) | Reflects the adjustment to increase lease expense by
$17,000 as a result of straight-lining lease expense over the initial term of
the lease plus any option renewal terms where
the leases contain fixed rent escalators. This treatment is consistent with the
periods used for the amortization of the Company's leasehold
improvements.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(m) | Reflects the adjustment to increase depreciation
related to leasehold improvements by $1,502,000 for the three months ended June
30, 2004. An adjustment to correct for the over-depreciation of non-rental
assets since the Effective Date was previously recorded and disclosed in the
condensed consolidated financial statements for the three and six months ended
June 30, 2004. The entry reduced non-rental depreciation expense by $1,502,000
for the three months ended June 30, 2004, $450,000 of which should have been
recorded for the three months ended March 31, 2004 and $1,052,000 of which
should have been recorded for the seven months ended December 31,
2003.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(n) | The impact of corrections described in notes (b),
(c), (d), (f), (g), (j), (k), (l), (m) above.
|--- | -----------------------------------------------------------------------------------------------

`As of December 31, 2003
                                                                   -----------------------------------------------------------
                                                                     As Previously
                                                                        Reported        Corrections          As Restated
                                                                   -----------------  ----------------   ---------------------
                  Balance Sheet:

                    Property and equipment, net.................... $      60,948    $       1,128   (a)    $      62,076
                      Total Assets.................................       578,635            1,128                579,763

                    Accrued expenses and liabilities...............        28,561              613   (b)           29,174

                      Total liabilities.............................      397,467              613                398,080
                    Accumulated deficit............................       (15,014)             515   (a)(b)       (14,499)
                      Total Stockholders' Equity...................       181,168              515                181,683
                      Total Liabilities and Stockholders' Equity... $     578,635    $       1,128          $     579,763`

`Five Months Ended May 31, 2003
                                                                   -----------------------------------------------------------
                                                                       As Previously
                                                                         Reported         Corrections                As Restated
                                                                   -----------------  ----------------   ---------------------
                  Statement of Operations:

                    Sales of equipment, merchandise, service, parts
                      and supplies...................................  $    20,507     $         (8)     (c)    $      20,499
                      Total revenue.................................       176,074               (8)                  176,066

                    Rental equipment depreciation and lease expense,
                      and vehicle depreciation.......................       56,145            1,656      (c)(d)        57,801
                    Cost of sales of equipment, merchandise,
                      service, parts and supplies....................       18,780              (16)     (c)           18,764
                      Total cost of revenue..........................      178,292            1,640      (e)          179,932

                    Gross profit (loss)..............................       (2,218)          (1,648)     (f)           (3,866)

                    Non-rental equipment depreciation and
                      amortization...................................        7,099           (1,648)     (f)            5,451

                  Statement of Cash Flows:

                    Depreciation and amortization....................       43,878                8      (c)           43,886
                      (Gain) loss on disposal of rental equipment....  $     1,101     $         (8)     (c)     $      1,093`

__________________

|(a) | The $1,128,000 correction for over-depreciation of
non-rental assets since the Effective Date. The original correction was
previously recorded and disclosed in the condensed consolidated financial
statements for the three and six months ended June 30, 2004.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Reflects the adjustment of $613,000 to accrue for
additional lease expense as a result of straight-lining lease expense over the
initial term of the lease plus any option
renewal terms where the leases contain fixed rent escalators. This treatment is
consistent with the periods used for the amortization of the Company's leasehold
improvements.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | The reclassification of $8,000 of revenue and $16,000
of costs associated with disposal of vehicles resulting in a net loss of $8,000
on vehicle disposals being recorded as an addition to "rental equipment
depreciation and lease expense, and vehicle depreciation."
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | The correction for the reclassification of $1,648,000 of vehicle depreciation
expense from operating expense to cost of revenue in order to include all
delivery costs in cost of revenue.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) | The impact of corrections described in notes (c) and (d) above.
|--- | ---------------------------------------------------------------

|(f) | The impact of the correction described in note (d) above.
|--- | ---------------------------------------------------------

`One Month Ended June 30, 2003
                                                           As Previously
                                                             Reported           Correction             As Restated
     Statement of Operations:                              --------------       ----------             -----------
       Sales of equipment, merchandise, service, parts
         and supplies.................................      $    4,812         $       (6)(a)          $  4,806
          Total revenue................................         41,932                 (6)               41,926
       Cost of equipment rentals......................          20,187                 83 (b)            20,270

       Rental equipment depreciation and lease expense,
         and vehicle depreciation......................          7,845              1,479 (a)(c)(d)       9,324
          Total cost of revenue........................         31,390              1,562 (e)            32,952

       Gross profit (loss).............................         10,542             (1,568)(f)             8,974

       Selling, general and administrative expenses....          8,101                  5 (g)             8,106
       Non-rental equipment depreciation and
         amortization..................................          2,226             (1,649)(d)(h)            577

       Operating income (loss).........................            215                 76 (i)               291
       Income (loss) before reorganization items.......           (908)                76 (i)              (832)
       Net income (loss)...............................           (908)                76 (i)              (832)

     Statement of Cash Flows:

       Net income (loss)...............................           (908)                76 (i)              (832)
       Depreciation and amortization...................          8,940               (170)(a)(c)(h)       8,770
       (Gain) loss on disposal of rental equipment.....           (639)                 6 (a)              (633)
       Accrued expenses and other liabilities..........     $   (6,641)        $       88 (b)(g)       $ (6,553)`

_____________________

|(a) | The reclassification of $6,000 of revenue associated with the disposal of fully
depreciated vehicles resulting in a net gain of $6,000 on vehicle disposals
being recorded as an offset to "rental equipment depreciation and lease expense,
and vehicle depreciation."
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Reflects the adjustment to increase lease expense by $83,000 as a result of
straight-lining lease expense over the initial term of the lease plus any option
renewal terms where the leases contain fixed rent escalators. This treatment is
consistent with the periods used for the amortization of the Company's leasehold
improvements.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | Reflects the adjustment to decrease depreciation related to vehicles by $12,000
for the one month ended June 30, 2003. An adjustment to correct for the
over-depreciation of non-rental assets since the Effective Date was previously
recorded and disclosed in the condensed consolidated financial statements for
the three and six months ended June 30, 2004. The entry reduced non-rental
depreciation expense by $12,000 in the six months ended June 30, 2004 which
should have been recorded in the one month ended June 30, 2003.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | The correction for the reclassification of $1,497,000 of vehicle depreciation
expense from operating expense to cost of revenue in order to include all
delivery costs in cost of revenue.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) | The impact of the corrections described in notes (a), (b), (c) and (d) above.
|--- | -----------------------------------------------------------------------------

|(f) | The impact of the corrections described in notes (b), (c) and (d) above.
|--- | ------------------------------------------------------------------------

|(g) | Reflects the adjustment to increase lease expense by $5,000 as a result of
straight-lining lease expense over the initial term of the lease
plus any option renewal terms where the leases contain fixed
rent escalators. This treatment is consistent with the periods used for the
amortization of the Company's leasehold improvements.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(h) | Reflects the adjustment to decrease depreciation related to leasehold
improvements by $152,000 for the one month ended June 30, 2003. An adjustment to
correct for the over-depreciation of non-rental assets since the Effective Date
was previously recorded and disclosed in the condensed consolidated financial
statements for the three and six months ended June 30, 2004. The entry reduced
non-rental depreciation expense by $152,000 in the six months ended June 30,
2004 which should have been recorded in the one month ended June 30, 2003.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(i) | The impact of corrections described in notes (b), (c), (g), and (h) above.
|--- | --------------------------------------------------------------------------

`Two Months Ended May 31, 2003
                                                           ----------------------------------------------------
                                                           As Previously
                                                             Reported           Corrections         As Restated
    Statement of Operations:                               --------------       -----------         -----------

      Sales of equipment, merchandise, service, parts
       and supplies....................................    $    12,939          $     (8)(a)        $   12,931
         Total revenue.................................         83,506                (8)               83,498

      Rental equipment depreciation and lease expense,
        and vehicle depreciation.......................         22,006               872 (a)(b)         22,878
      Cost of sales of equipment, merchandise,
        service, parts and supplies....................         13,154               (16)(a)            13,138
         Total cost of revenue.........................         82,013               856 (c)            82,869

      Gross profit.....................................          1,493              (864)(d)               629

      Non-rental equipment depreciation and
        amortization...................................    $     3,436          $   (864)(b)        $    2,572`

_____________________

|(a) | The reclassification of $8,000 of revenue and $16,000 of costs associated with
the disposal of vehicles resulting in a net loss of $8,000 on vehicle disposals
being recorded as an addition to "rental equipment depreciation and lease
expense, and vehicle depreciation."
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | The correction for the reclassification of $864,000 of vehicle depreciation
expense from operating expense to cost of revenue in order to include all
delivery costs in cost of revenue.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | The impact of the corrections described in notes (a) and (b) above.
|--- | -------------------------------------------------------------------

|(d) | The impact of the correction described in note (b) above.
|--- | ---------------------------------------------------------

Comparability of Financial Information

The
adoption of Fresh-Start Reporting at the Effective Date required the Company to
revalue its balance sheet to fair value based on the reorganization value of the
Company. The reorganization value of an entity approximates the fair value of
the entity before considering liabilities and approximates the amount a willing
buyer would pay for the assets immediately after the restructuring. The
reorganization value of the entity was allocated to the assets in conformity
with procedures specified by Statement of Financial Accounting Standards
("SFAS") No. 141, "Business Combinations." As such, the
Companys assets and liabilities were recorded at their fair values and the
excess of the specific tangible net assets over the reorganization value, or
negative goodwill, was allocated to non-current, non-monetary assets on a
pro-rata basis. A black line separates the financial data pertaining to the
period after the adoption of Fresh-Start Reporting from the financial data
pertaining to the period prior to the adoption of Fresh-Start Reporting to
signify the difference in the basis of presentation of financial information for
each respective entity.

2.      Debt

Debt consists of the following (in thousands):

`Successor Company
                                                                                     ----------------------------
                                                                                     June 30,     December 31,
                                                                                          2004         2003
                                                                                     -------------  -------------
Senior secured notes payable, net of unamortized discount of $7,681 in 2004
   and 8,275 in 2003, bearing interest at 9.5%, interest payable semi-annually
   and principal payable in October 2010........................................   $  242,319       $ 241,725
Postpetition notes payable, bearing interest at prime, interest and principal
   payable in January 2007......................................................          915           1,350
Convertible subordinated notes payable, bearing interest at 6.5%, interest
   payable quarterly and principal payable in June 2008.........................       45,211          45,211
Capital lease obligations payable in monthly installments through April 2005....        1,496              --
                                                                                   ----------       ---------
 Total Debt ....................................................................   $  289,941       $ 288,286
                                                                                   ==========       =========`

Senior Secured Notes

In October 2003, the
Company completed the sale of $250,000,000 aggregate principal amount of 9.5%
senior secured notes (the "Offering") due 2010. The net proceeds from
the Offering were used to repay amounts outstanding under the Credit Facility
(as defined below), equipment-related purchase money obligations, equipment
leases and for other general corporate purposes. The notes are secured by
substantially all of the Companys equipment rental fleet other than titled
vehicles. The Company may redeem all of the senior secured notes on or after
October 15, 2007. The Company may also redeem up to 35% of the notes prior to
October 15, 2006 with the net proceeds of an equity offering at 109.50% of their
principal amount, plus accrued interest; provided that at least 65% of the
aggregate principal amount of the notes issued remain outstanding after such
redemption. The notes were issued by NationsRent Companies, Inc. and are
guaranteed by all of its direct and indirect subsidiaries. NationsRent
Companies, Inc. has no independent assets or operations, the guarantees are full
and unconditional and joint and several, and there are no other subsidiaries
other than the guarantors. There are no restrictions on the ability of
NationsRent Companies, Inc. to obtain funds from its subsidiaries.

The indenture governing the
notes contains various affirmative and negative covenants, subject to a number
of important limitations and exceptions, including those limiting the
Companys ability to incur additional indebtedness or enter into sale and
leaseback transactions; pay dividends, redeem stock or make other distributions;
issue stock of the Companys subsidiaries; make certain investments or
acquisitions; grant liens on assets; enter into transactions with affiliates;
merge, consolidate or transfer substantially all of the Companys assets;
and transfer and sell assets. The Company is also required to maintain a minimum
collateral coverage ratio. The indenture also contains various customary events
of default, including an event of default upon failure to pay at final maturity,
or acceleration of the final maturity of, any other indebtedness that aggregates
$10,000,000 or more.

Postpetition Notes Payable

The Company renegotiated certain equipment leases as part of its Chapter 11
proceedings. The Company has entered into settlement agreements with respect to
certain of those equipment leases. As part of such settlements, the Company
acquired the equipment underlying such leases and issued notes payable to the
lessors.

Convertible Subordinated Notes Payable

The Successor Company
issued $45,211,000 aggregate principal amount of 6.5% subordinated convertible
promissory notes, or the convertible subordinated notes, on the Effective Date
in accordance with the terms of the Plan. The convertible subordinated notes
have features that allow the holder to convert the principal of the note, or a
portion thereof, into common stock at a conversion price of $242.00 per share.
The convertible subordinated notes are callable at any time at the
Companys option. Calls within the first two years are at 103.25% of par if
in connection with a sale of the Company or other business combination, or
otherwise at 106.5%. Calls after the first two years are at par. In September
2003, the Company gave notice to the note holders that it was deferring interest
payments on the convertible subordinated notes until further notice in
accordance with their terms.

Capital Lease Obligations

Capital lease obligations
represent leases that meet the criteria for treatment as capital leases under
accounting principles generally accepted in the United States.

Credit Facility

On the Effective Date, the
Company entered into a senior secured revolving credit facility (the
"Credit Facility") with an aggregate commitment of up to $150,000,000
with a syndicate of lenders. The Credit Facility was used to provide the exit
financing for the Company pursuant to the Plan, to pay transaction expenses
incurred in connection therewith and to refinance existing indebtedness. In
October 2003, the Company amended and restated the Credit Facility to reduce the
aggregate commitments to $75,000,000 (including a $30,000,000 sub-limit for
letters of credit) with Wachovia Bank as agent (the "Amended Credit
Facility" or the "Working Capital Facility") and repaid all
amounts outstanding under the Credit Facility with the proceeds of the Offering.
The Amended Credit Facility can be used to make capital expenditures, enter into
standby letters of credit, or for working capital or other general corporate
purposes. The Amended Credit Facility is scheduled to expire in June 2007. Under
the terms of the Amended Credit Facility, availability is subject to a borrowing
base test based upon eligible trade accounts receivable and titled vehicles.
Borrowings under the amended revolver bear interest at either the Wachovia Bank
base rate plus a percentage ranging from 1.25% to 1.75% or at the Companys
option, the London Interbank Offered Rate ("LIBOR") plus a percentage
ranging from 2.75% to 3.25%. Letters of credit bear interest at a rate ranging
from 2.75% to 3.25%. There is an unused commitment fee of 0.375% to 0.50% and a
letter of credit fronting fee of 0.125%. The Amended Credit Facility is secured
by a first priority perfected security interest in all of the Companys
tangible and intangible assets, except for its rental equipment, inventory and
real estate.

The Companys Working
Capital Facility contains various affirmative and negative covenants customary
for similar working capital facilities. In addition, the Company must maintain a
debt to cash flow ratio of not greater than (a) 3.00 to 1.00 for each fiscal
quarter, commencing with the fiscal quarter ending on September 30, 2003 through
and including the fiscal quarter ending December 31, 2004, (b) 2.75 to 1.00 for
each fiscal quarter, commencing with the fiscal quarter ending on March 31, 2005
through and including the fiscal quarter ending December 31, 2005, and (c) 2.50
to 1.00 for each fiscal quarter thereafter, measured as of the last day of each
fiscal quarter. As of June 30, 2004, the Company had a debt to cash flow ratio
of 2.41 to 1.00.

As of June 30, 2004, there were no cash borrowings and $22,784,000 of
outstanding letters of credit under the Amended Credit Facility.

3.     
Reorganization Items, Net

Expenses and income directly incurred as a result of the Predecessor
Companys Chapter 11 proceedings have been segregated from normal
operations and are disclosed separately. The major components of such are as
follows (in thousands):

`Predecessor Company
                                                                    --------------------------------
                                                                    Two Months        Five Months
                                                                       Ended             Ended
                                                                    May 31, 2003      May 31, 2003
                                                                    ------------      ------------

   Gain on extinguishment of debt and
     settlement of operating leases.........................       $   (920,115)      $  (930,884)
   Fresh start valuation adjustments........................           (494,748)         (494,748)
   Professional fees........................................             11,986            15,207
   Employee expenses........................................              7,006             7,212
   Facility closures........................................                 31               114
   Interest income..........................................                 (4)               (5)
   Other....................................................              1,983             1,983
                                                                   -------------      ------------
     Total reorganization items.............................       $ (1,393,861)      $(1,401,121)
                                                                   =============      ============`

Gains on settlement of
operating leases and extinguishment of debt represent the settlement of certain
equipment operating leases and debt for amounts less than the Predecessor
Companys recorded obligations. Professional fees consist of costs for
financial advisors, legal counsel, consulting and other costs related to
professional services incurred. Employee expenses primarily consist of retention
bonuses paid under a retention program approved by the Bankruptcy Court to
ensure the retention of certain key employees. Facility closure costs consist of
miscellaneous charges related to the closing of the stores identified in the
reorganization. Interest income consists of interest earned on excess cash
balances. Reorganization items excluding the gains on settlement of operating
leases and extinguishment of debt were cash charges.

4.      Change in Depreciation Estimate

At the Effective Date, the
Company changed the useful lives and salvage values for certain of its rental
assets to reflect the new managements change in fleet strategy and
therefore to better allocate the cost of the rental assets over the time that
such assets are in its rental fleet. This change in estimate resulted in an
increase in rental equipment depreciation expense of approximately $8,291,000
for the three months ended June 30, 2004 and $15,813,000 for the six months
ended June 30, 2004.

5.      Restricted Stock

On the Effective Date, the
Company adopted a restricted stock plan (the "Restricted Stock Plan"),
pursuant to which directors, officers, management and key employees of the
Company are eligible to receive grants of restricted shares of common stock.
Under the Restricted Stock Plan, the Company may grant up to an aggregate of
141,000 shares of common stock. Such restricted shares are not transferable
(except under limited circumstances) and subject to forfeiture upon such terms
and conditions as the Companys Board of Directors or any Committee thereof
(if so delegated by the Board of Directors) shall determine. The Company
accounts for restricted stock awards in accordance with Accounting Principles
Board Opinion ("APB") No. 25, "Accounting for Stock Issued to
Employees," and related interpretations.

The Company did not issue
shares of common stock under the Restricted Stock Plan during the second quarter
of 2004. During the six months ended June 30, 2004, the Company issued 2,732
shares of common stock valued at $71.59 per share to certain of its directors
under the Restricted Stock Plan. Deferred compensation is charged for the
difference between the market value of the restricted shares and the sales price
of the shares and was recorded as a reduction of stockholders equity in
the unaudited condensed consolidated balance sheets. As of June 30, 2004, there
were an aggregate of 128,349 shares of restricted stock outstanding under the
Restricted Stock Plan. Deferred compensation for such shares of restricted stock
is amortized as compensation expense over the vesting periods of such shares
which range from immediate vesting to a four-year vesting schedule. The Company
recognized compensation expense for restricted stock of $3,081,000 during the
first six months of 2004. Additionally, the Company made "gross-up"
payments in the amount of $157,000 related to the restricted shares issued
during the first six months of 2004. Compensation expense is included in
selling, general and administrative expenses in the condensed consolidated
statement of operations.

6.      Predecessor Company Stock Option Plans

Prior to its emergence from
bankruptcy, the Company accounted for stock option arrangements in accordance
with APB No. 25 and accordingly, recognized no compensation expense for the
stock option arrangements with employees or directors since the stock options
were granted at exercise prices at or greater than the fair market value of the
shares at the date of grant. The Company followed the disclosure requirements of
SFAS No. 123, "Accounting for Stock Based Compensation," as amended by
SFAS No. 148, "Stock-Based Compensation  Transition and
Disclosure."

Pro forma information
regarding net income (loss) and earnings (loss) per share is required by SFAS
No. 123 as amended by SFAS No. 148, as if the Company had accounted for its
granted employee stock options under the fair value method of SFAS No. 123. Upon
the Effective Date of the Plan, all options under the Predecessor Companys
stock option plans were cancelled and such plans terminated. If compensation
cost for all options previously granted had been determined based on the fair
value at the grant date consistent with SFAS No. 123, the Predecessor
Companys net income and earnings per share would have been as follows (in
thousands, except per share data):

`Predecessor Company
                                                                                 ------------------------------
                                                                                   Two Months       Five Months
                                                                                     Ended             Ended
                                                                                  May 31, 2003      May 31, 2003
                                                                                --------------      ------------
  Reported net income......................................................     $ 1,374,024          $1,351,557
  Pro forma stock based compensation expense, net of tax...................            (237)               (608)
                                                                                ------------         -----------
  Pro forma net income.....................................................     $ 1,373,787          $1,350,949
                                                                                ===========          ==========
  Reported earnings per share..............................................     $     23.95          $    23.56
                                                                                ===========          ==========
  Pro forma earnings per share.............................................     $     23.95          $    23.55
                                                                                ===========          ==========`

Pursuant to the Plan, no value or other distribution was made on
account of the Predecessor Companys stock option plans.

7.      Seasonality

The Companys revenue and results of operations are dependent upon activity
in the construction industry in the markets it serves. Construction activity is
dependent upon weather and other seasonal factors affecting construction in the
geographic areas where the Company operates. Because of this variability in
demand, the Companys quarterly revenue and results of operations may
fluctuate. 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.

8.      Earnings Per Share

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

`Predecessor Company
                                                                              -----------------------------
                                                                               Two Months       Five Months
                                                                                  Ended            Ended
                                                                              May 31, 2003     May 31, 2003
                                                                              -------------    -------------
    Numerator:
    Net income - basic and diluted...........................................  $ 1,374,024       $ 1,351,557
                                                                               ===========       ===========
    Denominator:
     Weighted average shares - basic and diluted.............................       57,364            57,364
                                                                               ===========       ===========
    Basic and diluted earnings per share.....................................  $      23.9       $     23.56
                                                                               ===========       ===========`

9.      Income Taxes

The Company did not record
a tax benefit in the three-month and six-month periods ended June 30, 2004 or
one month ended June 30, 2003, two months ended May 31, 2003 and five months
ended May 31, 2003, respectively. The tax benefits for the periods are
significantly different than the benefits expected from applying the federal
statutory rate to pre-tax losses primarily due to a valuation allowance
established for the Companys deferred tax assets, primarily resulting from
net operating loss carryforwards, as the Company believes it is more likely than
not that the deferred tax assets will not be realized.

10.     
Related-Party Transaction

In May 2004, the Company
acquired approximately 250 units of rental equipment from Phantom Equipment
Rental Corp., an entity affiliated with one of our co-chairmen, for
approximately $6,100,000. As part of such acquisition, Phantom agreed to
reimburse us for returning the acquired units to rent-ready condition and for
the cost of an annual inspection on each unit. Phantom has reimbursed us
approximately $50,000 for such costs incurred by us through June 2004.

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

You should read the
following discussion of our results of operations and financial condition in
conjunction with our financial statements and related notes. Upon emergence in
June 2003 from bankruptcy proceedings under Chapter 11 (referred to herein as
"Chapter 11") of Title 11 of the United States Code, known as the
Bankruptcy Code, we adopted the provisions of Fresh-Start Reporting in the
American Institute of Certified Public Accountants ("referred to
herein as "AICPA") Statement Of Position ("referred to herein as
"SOP") 90-7 that resulted in the Company revaluing its balance sheet
to fair value based on the reorganization value of the Company. The allocation
of the reorganization value of the Company to its assets in conformity with
Statement of Financial Accounting Standards (referred to herein as
"SFAS") No. 141, "Business Combinations" materially changed
the amounts previously recorded in our consolidated financial statements prior
to emergence. As a result, there are certain items in such financial statements
that are not comparable. As used in these financial statements, the term
"Company" refers to the Predecessor Company and its operations for
periods prior to June 13, 2003 (and for accounting purposes prior to June 1,
2003), and refers to the Successor Company for periods after June 13, 2003 (and
for accounting purposes on or after June 1, 2003).

Overview

In June 2003 we emerged
from bankruptcy with the long-term objective of becoming a premier competitor in
the construction equipment industry in terms of safety, reputation and financial
performance. In recent periods we achieved growth in both rental and non-rental
revenue. The growth was driven by an improved industry environment and company
initiatives, as discussed below. Non-rental revenue accounted for the majority
of the overall revenue growth as higher volume and better pricing drove
increases in new and used equipment sales. Higher sales volume was largely a
result of re-emphasizing a full-service business model after emerging from
bankruptcy. We believe rental revenue grew primarily as a result of better
pricing despite the decrease in the average size of our rental fleet.

We believe better pricing
for sales and rentals is a function of industry and economic conditions. The key
pricing drivers are non-residential construction activity and the supply of
equipment in the U.S. market relative to demand. Although non-residential
construction activity has been declining since late 2000, the rate of decline
has decreased in recent periods. We believe that in recent periods the impact of
declining non-residential construction activity was offset by a greater demand
for construction equipment which had a positive impact on the revenue we
generated from rentals and sales prices for most categories of equipment sold.
We believe the increase in demand for construction equipment was driven by the
recent abatement of the over-supply of equipment in the U.S. market. In
addition, we believe that the impact of the decline in non-residential
construction activity in 2004 was mitigated by our increased penetration in
other segments of the construction market through the ramping up of revenue at
NationsRent at Lowes stores opened in 2002 and 2003.

We believe there are
currently a few significant trends affecting our markets. One trend is that as a
result of the greater demand for new construction equipment, companies such as
ours have faced an increase in the delivery times for the equipment we purchase
from manufacturers. Projected delivery schedules affect us most when planning
our equipment needs for the Spring/Summer period when demand for our equipment
is greatest. If equipment is not received as planned during our Spring/Summer
period, it may result in a loss of expected rental and sales revenue. In
addition, if the delivery times continue to lengthen, it is likely we will have
to plan our equipment purchases for the 2005 Spring/Summer period earlier than
we have in the past. Management believes, however, that our focus on reducing
the number of our equipment suppliers will not only enable us to negotiate
better pricing, but also may enable us to become a preferred customer with many
of our vendors. We believe this status can help us obtain better-than-average
delivery times in some cases.

Another significant trend
is that worldwide price increases for steel have led to an increase in our
equipment costs. Our sales prices and rental rates generally have increased in
advance of these cost increases.

We also have observed an
increase in auction prices for used equipment. As we are a seller of used
equipment through auctions, this trend has benefited us as we have received
higher prices for the equipment we dispose of through auctions.

Management anticipates that
as long as the increased demand for construction equipment continues, prices
will continue to rise, thereby offsetting most of the increased equipment costs
incurred by the Company. However, if the construction equipment industry begins
to weaken, we cannot be certain that we will be able to continue to offset
increased equipment costs through price increases.

Our cost of revenue in recent periods was impacted by several factors:

| |  | the restructuring of operating leases in connection with our reorganization
during the last half of 2003 significantly reduced our lease expense;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------

| |  | a change in our depreciation estimates and rental fleet additions resulted in
increased depreciation expense;
| | - | -------------------------------------------------------------------------------------------------------------

| |  | new stores drove an increase in labor and facility costs;
| | - | ---------------------------------------------------------

| |  | revaluing our assets according to Fresh-Start Reporting reduced depreciation
expense and cost of goods sold as described below;
| | - | -------------------------------------------------------------------------------------------------------------------------------

| |  | an older rental fleet and additional shop labor increased repair and maintenance
expense; and
| | - | ---------------------------------------------------------------------------------------------

| |  | higher equipment and merchandise sales resulted in increased cost of goods sold.
| | - | --------------------------------------------------------------------------------

Operating expenses increased in recent periods due primarily to increases in
compensation expense. In addition, our results of operations beginning in June
2003 reflect the transition to a new management team with a new business
strategy. Beginning in June 2003, the new management team launched several key
initiatives to improve profitability and leverage our infrastructure which
include:

| |  | 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;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | dividing our territories into six regions instead of three so that operating,
customer service and fleet mix decisions are made closer to the local markets;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | implementing a new incentive compensation plan for sales people that rewards
higher volumes of revenue at higher margins; and
| | - | -----------------------------------------------------------------------------------------------------------------------------

| |  | focusing on relationships with key manufacturers to leverage pricing, service
and manufacturer training.
| | - | --------------------------------------------------------------------------------------------------------

Beginning in June 2003, we
also established a solid liquidity profile. As of June 30, 2004, we had $41.5
million in cash and we had no borrowings under our working capital facility
described below. As of June 30, 2004 we had $30.4 million of availability under
our working capital facility after taking into account our borrowing base and
$22.8 million of outstanding letters of credit.

Restatements

We restated all periods to correct the classification of vehicle depreciation
expense from operating expenses to cost of revenue. We corrected the
classification of these expenses in order to include all delivery costs in cost
of revenue.

We corrected the classification of revenue and cost associated with the disposal
of our vehicles for all periods. We now record the net gain or loss, defined as
gross proceeds less net book value, as an offset to "rental equipment
depreciation and lease expense, and vehicle depreciation." We consider the gain
or loss on vehicles sold as an adjustment to vehicle depreciation.

We restated all periods to correct certain out of period errors previously
disclosed. The Company corrected these out of period errors in order to properly
reflect such amounts in the appropriate periods. These out of period errors
included adjustments for capitalized betterments, cooperative advertising
receivables and depreciation.

The Company has restated all periods after the Effective Date to conform the
periods used to calculate straight-line lease expense to the periods used for
the amortization of leasehold improvements. The Company determined the impact on
the periods prior to the Effective Date to be immaterial. Historically, the
Company calculated straight-line lease expense over the initial term of a lease
while amortizing leasehold improvements over the lesser of the estimated useful
life or a period that included the initial minimim lease term and any option
renewal periods. The Company has now conformed the periods used to calculate
straight-line lease expense to the periods used for the amortization of
leasehold improvements.

For a detailed description of the impact of these corrections, see Note 1 to the
condensed consolidated financial statements included elsewhere in this report.

Reorganization Under Chapter 11

On the Effective Date,
NationsRent, Inc., a Delaware corporation together with its subsidiaries emerged
from proceedings under Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware pursuant to the terms of the First
Amended Joint Plan of Reorganization of NationsRent, Inc. and its debtor
subsidiaries dated February 7, 2003, or the plan, as modified. On the Effective
Date, the Predecessor Company merged into an indirect subsidiary of the
Successor Company. We recognized our emergence from bankruptcy for accounting
purposes on June 1, 2003.

As of the Effective Date,
the fair value of each of our assets and liabilities was determined. The excess
of the fair value of these assets and liabilities over the Companys
reorganization value, in accordance with SFAS No. 141, "Business
Combinations," or negative goodwill, was allocated to our long-lived
assets, including our rental fleet. The result of such allocation of negative
goodwill primarily to our rental fleet was that the value of our rental fleet
was written down below its fair value by approximately $179.4 million. As a
result, our gross profit on the disposal of such rental fleet in the normal
course of business will be favorably impacted until the rental fleet is sold and
replaced, which we expect will occur in the normal course of our business over
the next five to seven years.

Results of Operations

Three Months Ended June 30, 2004 Compared to Three
Months Ended June 30, 2003

`Three Months   Three Months
                                                             Ended         Ended              Variance
                                                         June 30, 2004  June 30, 2003  Favorable/(Unfavorable)
                                                         -------------  -------------  -----------------------
                                                           restated      restated         $             %
                                                         -------------  -------------  -----------------------
                                                                 (unaudited)
                                                                  (dollars in thousands)
 Revenue:
 Equipment rentals...................................    $   116,465   $   107,687   $     8,778        8.2%
 Sales of equipment, merchandise, service, parts &
   supplies..........................................         27,677        17,737         9,940       56.0
                                                         ------------   -----------    ----------    ----------
 Total revenue.......................................        144,142       125,424        18,718       14.9
                                                         ------------   -----------    ----------    ----------
 Cost of revenue:
 Cost of equipment rentals...........................         60,483        67,123         6,640        9.9
 Rental equipment depreciation & lease expense, and
 vehicle depreciation................................         27,782        32,202         4,420       13.7
 Cost of sales of equipment, merchandise, service,
  parts & supplies................................            16,786        16,496          (290)      (1.8)
                                                         ------------   -----------    ----------    ----------
 Total cost of revenue...............................        105,051       115,821        10,770        9.3
                                                         ------------   -----------    ----------    ----------
 Gross profit:
 Gross profit on equipment rentals including
  depreciation & lease expense.......................         28,200         8,362        19,838      237.2
 Gross profit on sales of equipment, merchandise,
  service, parts & supplies..........................         10,891         1,241         9,650      777.6
                                                         ------------   -----------    ----------    ----------
 Total gross profit..................................         39,091         9,603        29,488      307.1
                                                         ------------   -----------    ----------    ----------
 Operating expenses:
 Selling, general & administrative expenses..........         28,534        24,354        (4,180)     (17.2)
 Non-rental equipment depreciation & amortization....          1,675         3,149         1,474       46.8
                                                         ------------   -----------    ----------    ----------
 Operating income (loss) ............................          8,882       (17,900)       26,782
                                                         ------------   -----------    ----------    ----------

 Interest expense, net...............................          7,771         2,840        (4,931)    (173.6)
 Other, net..........................................            (96)          (71)           25       35.2
                                                         ------------   -----------    ----------    ----------
                                                               7,675         2,769        (4,906)    (177.2)

 Income (loss) before reorganization Items...........          1,207       (20,669)       21,876
 Reorganization items, net...........................              -    (1,393,861)   (1,393,861)    (100.0)
                                                         ------------   -----------    ----------    ----------
 Net income (loss)...................................    $    1,207    $ 1,373,192   $(1,371,985)     (99.9)%
                                                         ============  ============  ============    ==========`

Revenue. Revenue from equipment rentals was positively impacted for the
three months ended June 30, 2004 by a $2.8 million increase in revenue at our
NationsRent at Lowe's stores that opened in 2003 as well as improved
pricing.

Utilization for the second
quarter in 2004 was 49.8% compared to 45.1% in the same period in 2003. We
believe that the better pricing as discussed above was the key factor in the
increase. Utilization, measured as total rental revenue divided by the average
first cost of the rental fleet over the applicable period, is used as an
approximate measure of financial return on the investment in our rental fleet.
For equipment acquired new from a manufacturer, whether leased or owned, first
cost is the purchase price paid for the equipment. For equipment acquired in
connection with business acquisitions, first cost is an estimate of the purchase
price paid by the acquired company for such equipment where available and, if
unavailable, first cost is the estimated fair value of such equipment.

The primary driver for the
increase in sales of equipment, merchandise, service, parts and supplies was an
increase of $6.5 million, or 74.0%, in sales of used equipment. Upon our
emergence from bankruptcy in June 2003, we were no longer prohibited from
selling used equipment and had the capital resources to purchase replacement
fleet. This, coupled with the improving market conditions for used equipment,
led to an emphasis on used equipment sales in the second quarter of 2004. The
remaining increase was driven by the new management teams focus on sales
of new equipment and related merchandise.

Gross profit. Gross
profit margin on equipment rentals, including depreciation and lease expense,
increased from 7.8% in the second quarter of 2003 to 24.2% for the same period
in 2004. Gross profit on equipment rentals was positively impacted primarily by
an $8.8 million increase in revenue and the elimination of $9.7 million of lease
expense related to operating leases that were eliminated when we rejected or
bought out the leases as part of the plan and subsequent recapitalization of the
Company in June 2003. Gross profit was also positively impacted by a $1.2
million reduction in transportation expense, a $1.9 million reduction in repairs
and maintenance expense and a $0.7 million reduction in facilities expense.
Gross profit on equipment rentals was negatively impacted by a $2.6 million net
increase in depreciation expense that resulted from rental fleet and vehicle
additions when we bought out certain leases and from a change in our
depreciation estimates, as discussed below. Such net increase in depreciation
expense was partially offset by the write-down of our rental fleet as a result
of the adoption of Fresh-Start Reporting, as discussed above.

Gross profit margin on
sales of equipment, merchandise, service, parts and supplies increased from 7.0%
in the second quarter of 2003 to 39.4% for the same period in 2004. As discussed
above, in connection with our emergence from bankruptcy, we applied the
principles required by Fresh-Start Reporting and the value of our rental fleet
was written down below its fair value. Accordingly, upon the disposal of these
assets in the ordinary course of business, we would expect a higher margin until
these assets are replaced. During the second quarter, $7.4 million of our gross
profit was attributable to sales of used equipment, of which $3.5 million was
the result of implementing Fresh-Start Reporting as follows:

| |  | Equipment which was originally assigned a fair value of $14.9 million upon
emergence from bankruptcy was written down by $6.4 million to a value of $8.5
million; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Depreciation expense associated with the equipment that was sold during the
period was $2.9 million less than it otherwise would have been if such equipment
had not been written down pursuant to Fresh-Start Reporting.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Upon emergence from
bankruptcy, we changed the useful lives and salvage values for certain of our
rental assets to reflect our new managements change in fleet strategy and
therefore better allocate the expense over the time that such assets are in our
rental fleet. This change increased the estimated useful lives and decreased the
salvage values for certain rental assets. The change in accounting estimates
resulted in an increase of rental equipment depreciation expense of
approximately $8.3 million for the three months ended June 30, 2004.

Operating expenses. The increase in operating expenses was primarily due
to:

| |  | $2.7 million of compensation expense and sales commissions expense related to
the increase in revenue discussed above and an incentive compensation plan
initiated by our new management team during 2004 in support of the key
initiatives discussed in the subsection entitled "Overview";
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | $1.4 million of compensation expense for the three months ended June 30, 2004
related to the amortization of restricted stock awards made to the new
management team in the fourth quarter of 2003 and first quarter of 2004; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | $1.0 million of professional/outside services expense related to accounting and
legal services for Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley
Act") compliance, fees related to the registration of our senior secured
notes, lease negotiations and auditing.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The increase in operating
expenses was partially offset by a decreased provision for doubtful accounts in
the second quarter of 2004. During the quarter, the Company experienced an
improvement in the collection of its outstanding receivables. With the
associated improvement in the aging, the Company evaluated the collectibility of
its receivables and recognized $2.2 million less provision during 2004 than
during the same period in 2003.

Selling, general and
administrative expenses as a percentage of total revenue were 19.8% and 19.4%
for the three months ended June 30, 2004 and June 30, 2003, respectively.

Other income and
expense. The increase in interest expense was related primarily to the
following two factors: (i) during the three months ended June 30, 2003, in
accordance with SOP 90-7, we recognized interest expense only to the extent that
it was to be paid, and (ii) during the three months ended June 30, 2004, we
recorded $6.7 million of interest expense and amortization of debt issuance
costs related to the senior secured notes issued in October 2003 discussed
below.

Reorganization items,
net. This item is primarily related to gains on debt and operating lease
settlements through the bankruptcy process which was partially offset by
professional fees paid to bankruptcy professionals.

Six Months Ended June 30, 2004 Compared to Six
Months Ended June 30, 2003

`Six Months
                                                        Six Months      Ended
                                                           Ended       June 30,          Variance
                                                       June 30, 2004     2003     Favorable/(Unfavorable)
                                                       --------------  ---------- -----------------------
                                                         restated      restated         $          %
                                                       --------------  ---------- -----------------------
                                                              (unaudited)
                                                                    (dollars in thousands)

Revenue:
Equipment rentals...................................   $  209,547    $  192,687  $    16,860      8.7%
Sales of equipment, merchandise, service, parts &
  supplies..........................................       54,618        25,305       29,313    115.8
                                                       -----------   -----------  -----------  --------
Total revenue.......................................      264,165       217,992       46,173     21.2
                                                       -----------   -----------  -----------  --------
Cost of revenue:
Cost of equipment rentals...........................      120,067       123,637        3,570      2.9
Rental equipment depreciation & lease expense, and
  vehicle depreciation...............................      56,634        67,125       10,491     15.6
Cost of sales of equipment, merchandise, service,
  parts & supplies..................................       34,295        22,122      (12,173)   (55.0)
                                                       -----------   -----------  -----------  --------
Total cost of revenue...............................      210,996       212,884        1,888      0.9
                                                       -----------   -----------  -----------  --------
Gross profit:
Gross profit on equipment rentals including
  depreciation & lease expense......................       32,846         1,925       30,921  1,606.3
Gross profit on sales of equipment, merchandise,
  service, parts & supplies.........................       20,323         3,183       17,140    538.5
                                                       -----------   -----------  -----------  --------
Total gross profit..................................       53,169         5,108       48,061    940.9
                                                       -----------   -----------  -----------  --------
Operating expenses:
Selling, general & administrative expenses..........       53,232        45,279       (7,953)   (17.6)
Non-rental equipment depreciation & amortization....        3,836         6,028        2,192     36.4
                                                       -----------   -----------  -----------  --------
Operating loss .....................................       (3,899)      (46,199)      42,300     91.6
                                                       -----------   -----------  -----------  --------

Interest expense, net...............................       15,409         4,324      (11,085)  (256.4)
Other, net..........................................         (228)         (127)         101     79.5
                                                       -----------   -----------  -----------  --------
                                                           15,181         4,197      (10,984)  (261.7)
                                                       -----------   -----------  -----------  --------

Loss before reorganization Items....................      (19,080)      (50,396)      31,316     62.1
Reorganization items, net...........................            -    (1,401,121)  (1,401,121)  (100.0)
                                                       -----------   -----------  -----------  --------
Net income (loss)...................................   $  (19,080)   $1,350,725  $(1,369,805)     %
                                                       ===========   =========== ============  ========`

Revenue. Revenue from equipment rentals was positively impacted for the
six months ended June 30, 2004 by a $5.2 million increase in revenue at our
NationsRent at Lowe's stores that opened in 2003 as well as improved
pricing.

Utilization for the six
months ended June 30, 2004 was 44.7% compared to 40.2% in the six months ended
June 30, 2003. We believe that the better pricing as discussed above was the key
factor in the increase.

The primary driver for the
increase in sales of equipment, merchandise, service, parts and supplies was an
increase of $21.4 million, or 203.5%, in sales of used equipment. Upon our
emergence from bankruptcy in June 2003, we were no longer prohibited from
selling used equipment and had the capital resources to purchase replacement
fleet. This, coupled with the improving market conditions for used equipment,
led to an emphasis on used equipment sales in the six months ended June 30,
2004. The remaining increase was driven by the new management teams focus
on sales of new equipment and related merchandise.

Gross profit. Gross
profit margin on equipment rentals, including depreciation and lease expense,
increased from 1.0% in the six months ended June 30, 2003 to 15.7% in the six
months ended June 30, 2004. Gross profit on equipment rentals was positively
impacted by:

| |  | a $16.9 million increase in revenue; and
| | - | ----------------------------------------

| |  | the elimination of $27.1 million of lease expense related to operating leases
that were eliminated when we rejected or bought out the leases as part of the
plan and subsequent recapitalization of the Company in June 2003.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Gross profit on equipment rentals was negatively impacted by:

| |  | a $10.0 million net increase in depreciation expense that resulted from rental
fleet and vehicle additions when we bought out certain leases and from a change
in our depreciation estimates, as discussed below. Such increase in depreciation
expense was partially offset by the write-down of our rental fleet as a result
of our adoption of Fresh-Start Reporting, as discussed above; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | a $2.2 million increase in repair and maintenance expense primarily related to
the increase in rental revenue discussed above, an increase in the average age
of our rental fleet from approximately 45 months in 2003 to approximately 49
months in 2004 and a 16.8% increase in shop labor related to headcount increase
in support of our full-service business model.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Gross profit margin on sales of equipment, merchandise, service, parts and
supplies increased from 12.6% in the six months ended June 30, 2003 to 37.2% for
the six months ended June 30, 2004. As discussed above, in connection with our
emergence from bankruptcy, we applied the principles required by Fresh-Start
Reporting and the value of our rental fleet was written down below its fair
value. Accordingly, upon the disposal of these assets in the ordinary course of
business, we would expect a higher margin until these assets are replaced.
During the six months ended June 30, 2004, $14.3 million of our gross profit was
attributable to disposal of used equipment, of which $8.8 million was the result
of implementing Fresh-Start Reporting as follows:

| |  | Equipment which was originally assigned a fair value of $33.7 million upon
emergence from bankruptcy was written down by $14.5 million to a value of $19.2
million; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Depreciation expense associated with the equipment that was sold during the
period was $5.7 million less than it otherwise would have been if such equipment
had not been written down pursuant to Fresh-Start Reporting.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Upon emergence from
bankruptcy, we changed the useful lives and salvage values for certain of our
rental assets to reflect our new managements change in fleet strategy and
therefore better allocate the expense over the time that such assets are in our
rental fleet. This change increased the estimated useful lives and decreased the
salvage values for certain rental assets. The change in accounting estimates
resulted in an increase of rental equipment depreciation expense of
approximately $15.8 million for the six months ended June 30, 2004.

Operating expenses. The increase in operating expenses was primarily due
to:

| |  | $4.3 million of compensation expense and sales commissions expense related to
the increase in revenue discussed above and an incentive compensation plan put
in place by our new management team during 2004 in support of the key
initiatives discussed in the overview above;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | $3.1 million of compensation expense for the six months ended June 30, 2004
related to the amortization of restricted stock awards made to the new
management team; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | $1.0 million of professional/outside services related to accounting and legal
services for Sarbanes-Oxley Act compliance, fees related to the registration of
our senior secured notes, lease negotiations and auditing.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The increase in operating
expenses was partially offset by a decreased provision for doubtful accounts in
2004. During the period, the Company experienced an improvement in the
collection of its outstanding receivables. With the associated improvement in
the aging, the Company evaluated the collectibility of its receivables and
recognized $2.0 million less provision during 2004 than during the same period
in 2003.

Selling, general and
administrative expenses as a percentage of total revenue were 20.2% and 20.8%
for the six months ended June 30, 2004 and June 30, 2003, respectively.

Other income and
expense. The increase in interest expense was related primarily to the
following two factors: (i) during the six months ended June 30, 2003, in
accordance with SOP 90-7, we recognized interest expense only to the extent that
it was to be paid, and (ii) during the six months ended June 30, 2004, we
recorded $13.3 million of interest expense and amortization of debt issuance
costs related to the senior secured notes issued in October 2003 discussed
below.

Reorganization items,
net. This item is primarily related to gains on debt and operating lease
settlements through the bankruptcy process which was partially offset by
professional fees paid to bankruptcy professionals.

Liquidity and Capital Resources

Cash Flows

In our condensed
consolidated statements of cash flows included elsewhere herein, cash flows from
operations do not include purchases of rental equipment and the proceeds from
the disposal of rental equipment, which are included in cash flows from
investing activities. When evaluating our cash flow it is important to consider
cash flows from the purchase and disposal of our equipment rental fleet in
conjunction with operating cash flow. Purchasing and selling rental fleet to
manage fleet mix and fleet age is an integral part of our business and failure
to consider cash flows from these activities would not accurately reflect the
cash needs of our business.

Cash Flow for 2004

Six Months ended June
30, 2004. The net cash provided by our operations was $55.0 million for the
six months ended June 30, 2004 and was primarily due to the elimination of lease
payments on our rental fleet and delivery vehicles and a positive change in our
working capital needs. Net cash used in investing activities was $61.7 million
for the six months ended June 30, 2004, primarily reflecting $85.8 million of
rental fleet purchases and $8.5 million for purchases of and improvements to
property and equipment offset by $32.6 million of proceeds from the disposal of
rental equipment and vehicles. Cash used by financing activities during the six months ended
June 30, 2004 of $0.5 million was due to repayments of debt and payment of debt
issuance costs.

Cash Flow for 2003

One Month ended June 30,
2003. The net cash provided by our operations was $0.5 million for the one
month ended June 30, 2003. Net cash used in investing activities was $41.4
million for the one month ended June 30, 2003, primarily reflecting $40.7
million of rental fleet purchases and $2.3 million for purchases of and
improvements to property and equipment offset by $1.7 million of proceeds from
the disposal of rental equipment and vehicles. Cash provided by financing
activities during the one month ended June 30, 2003 was $35.6 million and was
primarily a result of $64.0 million of proceeds from the issuance of preferred
and common stock, $15.6 million of proceeds from the issuance of convertible
notes partially offset by $36.9 million of repayments of debt and the payment of
$7.1 million of debt issue costs.

Five Months ended May
31, 2003. The net cash provided by our operations was $4.1 million for the
five months ended May 31, 2003. Net cash used in investing activities was $11.9
million for the five months ended May 31, 2003, primarily reflecting $15.8
million of rental fleet purchases and $5.0 million for purchases of and
improvements to property and equipment offset by $8.9 million of proceeds from
the disposal of rental equipment and vehicles. Cash provided by financing
activities during the five months ended May 31, 2003 was $14.3 million and was
primarily a result of $24.6 million of proceeds from our debtor-in-possession
financing facility, partially offset by $10.4 million of repayments of debt.

Adequacy of Capital Resources

Our sources of cash for the
next twelve months will be cash generated by operations, including proceeds from
the disposal of used equipment, access to our working capital facility described
below and other equipment financing agreements.

Our uses of cash for the
next twelve months are primarily related to the purchase of rental fleet and
other capital expenditures, repair and maintenance expenditures, store
expenditures, employee expenditures, working capital and debt service. We
estimate that equipment expenditures over the next twelve months will range
between $77.0 million and $94.0 million, net of proceeds from sales of used
equipment. We estimate that expenditures for non-rental assets for the next
twelve months will range between $23.0 million and $29.0 million, net of
proceeds from sales of such assets. We expect that non-rental expenditures over
the next twelve months will be primarily related to store improvements,
information systems and transportation equipment for our rental fleet. We do not
anticipate significant cash expenditures for acquisitions or new store openings.
In addition, we believe that our new key initiatives will not require
significant investment. We believe that our existing infrastructure of stores,
service bays and personnel is largely sufficient to support sales of new and
used equipment and service. We do expect to make an investment in a new
point-of-sale system to support our key initiatives which is included in the
non-rental expenditure estimate above.

We believe that we can fund
our business activities for the next twelve months with a combination of cash on
hand; cash generated by operations, including proceeds from the disposal of used
equipment; our working capital facility described below, under which we had
$30.4 million of availability as of June 30, 2004 and other equipment financing
agreements.

Debt and Other Obligations

Senior Secured
Notes. On October 23, 2003, we completed a private offering of $250.0
million in aggregate principal amount of 9 1/2% senior secured notes due October
15, 2010 (the "Original Notes"). The Original Notes are fully and
unconditionally guaranteed on a senior secured basis by all of our present and
future restricted subsidiaries. On April 1, 2004, we filed a registration
statement on Form S-4 (Registration No. 333-114115), as amended (the
"Registration Statement") with the Securities and Exchange Commission
(the "SEC") with respect to the 9 1/2% senior secured notes (the
"New Notes", and together with the Original Notes, the
"Notes") that have substantially identical terms as the Original
Notes, except that the New Notes are freely transferable. The Registration
Statement was declared effective by the SEC on July 28, 2004 and promptly
thereafter, we commenced an exchange offer, pursuant to which holders of the
Original Notes are able to exchange Original Notes for the New Notes. The New
Notes evidence the same debt as the Original Notes, are entitled to the benefits
of the indenture governing the Original Notes and will be treated under the
indenture as a single class with the Original Notes.

The Notes and the
guarantees are secured by a first priority lien on substantially all of our and
our subsidiaries rental equipment (other than titled vehicles), subject to
certain permitted liens and certain other liens. We are required to maintain a
Collateral Value Coverage Ratio of at least 2.0 to 1.0. As of the latest
collateral coverage certificate dated June 14, 2004, our Collateral Value
Coverage Ratio was 2.46 to 1.00.

We pay interest on the
notes semi-annually in cash, in arrears, on October 15 and April 15, beginning
on April 15, 2004, at an annual interest rate of 9 1/2%.

We can redeem the notes on
or after October 15, 2007. The Company may also redeem up to 35% of the notes
prior to October 15, 2006 with the net proceeds of an equity offering at
109.500% of their principal amount, plus accrued interest; provided that at
least 65% of the aggregate principal amount of the notes originally issued in
the Original Notes offering remain outstanding after such a redemption.

Working Capital
Facility. Concurrently with the closing of the Original Notes offering, we
entered into an amended and restated working capital facility with Wachovia
Bank, National Association and other lenders. Under the terms of our working
capital facility, revolving advances are available up to $75.0 million (with a
$30.0 million sub-limit for letters of credit), subject to a borrowing base
test. As of June 30, 2004, we had no borrowings and based on our borrowing base,
and after taking into account $22.8 million of outstanding letters of credit, we
had $30.4 million of availability under the working capital facility. Our
working capital facility has an initial term of approximately 3 1/2 years and is
secured by a first priority perfected security interest in all of our and our
subsidiaries existing and after-acquired tangible and intangible assets,
except for our rental equipment, inventory and real estate, and secured by a
first priority pledge of the capital stock of our subsidiaries. Interest accrues
on borrowings under the working capital facility, at floating rates equivalent
to either the prime rate of interest plus a percentage ranging from 1.25% to
1.75%, or at LIBOR plus a percentage ranging from 2.75% to 3.25%.

Our working capital
facility contains various affirmative and negative covenants customary for
similar working capital facilities. In addition, we must maintain a debt to cash
flow ratio of not greater than (a) 3.00 to 1.00 for each fiscal quarter,
commencing with the fiscal quarter ending on September 30, 2003 through and
including the fiscal quarter ending December 31, 2004, (b) 2.75 to 1.00 for each
fiscal quarter, commencing with the fiscal quarter ending on March 31, 2005
through and including the fiscal quarter ending December 31, 2005, and (c) 2.50
to 1.00 for each fiscal quarter thereafter, measured as of the last day of each
fiscal quarter. As of June 30, 2004, we had a debt-to-cash flow ratio of 2.41 to
1.00.

Our working capital
facility also contains customary events of default, including the occurrence of
any event of default under the senior secured notes described above.

Application for Exemption under the Trust Indenture Act

We have submitted an
application to the SEC requesting an order under section 304(d) of the Trust
Indenture Act exempting us from the requirement under section 314(d)(1) of the
Trust Indenture Act to furnish certificates of fair value in connection with
sales of specified collateral in the ordinary course of our business in
accordance with the indenture and providing that such sales are not to be
included in determining whether releases of collateral require that the
certificate of fair value must be provided by an independent expert.

We have applied for this
exemption primarily because we sell rental equipment, which is the collateral
for the Notes, on a daily basis. Due to the frequency of these dispositions, the
prohibitively high cost, delay and distraction of constantly obtaining
certificates or opinions would create an overwhelming administrative burden and
interrupt the smooth operation of our stores.

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 revenue and income fluctuates. 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:

| |  | the impact of the Fresh-Start Reporting;
| | - | ----------------------------------------

| |  | 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

We do not believe that
inflation has been a significant factor to the cost of our operations other than
the increase in steel prices discussed in the subsection entitled
"Overview."

Factors That May Affect Future Results

Certain statements and
information in this quarterly report 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." These statements are based
on our current plans and expectations and involve risks and uncertainties that
could cause actual future activities and results to be materially different from
those set forth in these forward-looking statements. Important factors that
could cause actual results to differ materially from our forward-looking
statements are set forth below and elsewhere in this quarterly report and in the
Companys Registration Statement. Such factors include, among others:

| |  | As a result of our adoption of Fresh-Start Reporting, your ability to accurately
compare our future financial statements with prior periods may be limited.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Our substantial level of indebtedness could prevent us from fulfilling our
obligations on the notes and may have a negative effect on the market value of
our notes.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Contraction in the private non-residential construction industry may continue
which may weaken demand and pricing for our equipment.
| | - | ------------------------------------------------------------------------------------------------------------------------------------

| |  | Continued operating losses may decrease our future 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, including payment on the notes.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 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.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 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.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Implementing our new business strategy may cause significant disruptions, which
could cause customer dissatisfaction and affect our cash flows and
profitability.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Disruptions in our information technology systems could limit our capacity to
effectively monitor and control our operations.
| | - | -----------------------------------------------------------------------------------------------------------------------------

| |  | Because all of our existing leases for our NationsRent at Lowes locations
expire on the same date, if we are not able to renew these leases we may be
forced to close or relocate up to 100 locations at substantially the same time.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Cost 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.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

We make "forward-looking statements" throughout this report. Whenever you read a
statement that is not solely a statement of historical fact (such as when we
state that we "believe," "expect," "anticipate" or "plan" that an event will
occur, and other similar statements), you should understand that our
expectations may not be correct, although we believe they are reasonable, and
that our plans may change. We do not guarantee that the transactions and events
described in this report will happen as described or that any positive trends
noted in this report will occur or will continue. The forward-looking
information contained in this report is generally located in this section, but
may be found in other locations as well. These forward-looking statements
generally relate to our strategies, plans and objectives for future operations
and are based upon our current plans and beliefs or estimates of future results
or trends.

Forward-looking statements
regarding our present plans or expectations for new product and service
offerings, capital expenditures, sales, cost-saving strategies, growth, and
business strategies involve risks and uncertainties relative to return
expectations and related allocation of resources, and changing economic or
competitive conditions, as well as the negotiation of agreements with third
parties, which could cause actual results to differ from present plans or
expectations, and such differences could be material. Similarly, forward-looking
statements regarding our present expectations for operating results and cash
flow involve risks and uncertainties relative to these and other factors, such
as the ability to increase revenue, to diversify the revenue stream and/or to
achieve cost reductions, which also would cause actual results to differ from
present plans. Such differences could be material.

All forward-looking
statements speak only as of the date of this report. We do not undertake any
obligation to update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise. Although we believe
that our plans, intentions and expectations reflected in or suggested by the
forward-looking statements we make in this report are reasonable, we can give no
assurance that these plans, intentions or expectations will be achieved. Future
economic and industry trends that could potentially impact revenues and
profitability are difficult to predict.

Item 3: Quantitative and Qualitative Disclosures About Market
Risk

The inherent risk in market
risk sensitive instruments and positions primarily relates to potential losses
arising from adverse changes in foreign currency exchange rates and interest
rates. Our exposure to market risk is limited primarily to the fluctuating
interest rates associated with our working capital facility. Our variable
interest rates are subject to interest rate changes in the United States and the
Eurodollar market. At June 30, 2004, we did not have any variable rate debt
outstanding.

Item 4: Controls and Procedures

Our management, including
the Chief Executive Officer and Chief Financial Officer, conducted an evaluation
of the effectiveness of disclosure controls and procedures. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the disclosure controls and procedures are effective in ensuring that all
material information required to be filed in this quarterly report has been made
known to them in a timely fashion.

In the third quarter of
2004, we reviewed our internal control over financial reporting and determined
that we had a material weakness over financial reporting relating to our interim
closing procedures. A material weakness is a significant deficiency, or
combination of significant deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected within a timely period by employees
in the normal course of performing their assigned functions. The failure of
quarterly review controls relating to the financial statement close process
allowed for significant deficiencies to occur that, when assessed in the
aggregate, constituted a material weakness. The significant deficiencies
identified include but are not limited to:

| |  | the failure in quarterly controls to properly accrue for cooperative advertising
receivables from our manufacturers;
| | - | --------------------------------------------------------------------------------------------------------------------

| |  | the failure in quarterly controls to properly calculate a write-down related to
capitalized repair and maintenance costs that increase the capacity, efficiency,
functionality, life, and/or safety of our equipment;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the failure in quarterly controls to assess whether the Company's obsolescence
inventory reserve is appropriate and supported in the interim financial periods;
and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the failure in controls to properly classify delivery vehicle depreciation
expense as part of the Company's other delivery expenses included as a cost of
equipment rentals as opposed to non-rental equipment depreciation expense in
accordance with accounting principles generally accepted in the United States.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, in the fourth quarter of 2004, we identified
certain additional significant deficiencies as follows:

| |  | failure in quarterly controls to properly accrue for incentive compensation
bonuses; and
| | - | ----------------------------------------------------------------------------------------

| |  | failure in quarterly controls to properly review the Company's property tax
reserve.
| | - | ------------------------------------------------------------------------------------

The Company is filing this
Quarterly Report on Form 10-Q/A to restate its condensed consolidated financial
statements to correct errors related to certain of these recently identified
significant deficiencies.

We changed our internal
control over financial reporting by requiring additional review relating to the
items noted above and for other transactions relating to non-routine, judgmental
and estimation processes. Further, we will be dedicating additional personnel
with the appropriate level of financial expertise to improve the review of the
financial statement close process. We note, however, that there are inherent
limitations in the effectiveness of any system of internal control, including
the possibility of human error and the circumvention or overriding of controls.
Accordingly, even an effective internal control system can provide only
reasonable assurance with respect to the reliability of our financial
statements. Also, the effectiveness of an internal control system may change
over time.

We continue to document and
test our internal control procedures in order to satisfy the requirements of
Section 404 of the Sarbanes-Oxley Act, which requires annual management
assessments of the effectiveness of our internal controls over financial
reporting and a report by our independent auditors addressing these assessments.
During the course of our testing, we may identify deficiencies which we may not
be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley
Act for compliance with the requirements of Section 404. In addition, if we fail
to achieve and maintain the adequacy of our internal controls, as such standards
are modified, supplemented or amended from time to time, we may not be able to
ensure that we can conclude on an ongoing basis that we have effective internal
controls over financial reporting in accordance with Section 404 of the
Sarbanes-Oxley Act.

Other than correcting the
material weaknesses identified above, there were no changes in our internal
control over financial reporting identified in connection with the evaluation
required by paragraph (d) of Rule 13a-15 under the Exchange Act that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

PART II -OTHER INFORMATION

Item 4: Submission of Matters to a Vote of Security Holders

On June 14, 2004, we
distributed written consents to the holders of common stock of the Company for
the election of directors of the Company. Pursuant to such written consents the
following individuals were elected as directors of the Company as follows:

|Director
Thomas J. Putman
Bryan T. Rich 
Douglas M. Suliman, Jr.
Thomas W. Blumenthal 
Andrew P. Hines 
Irving M. Levine 
Greg A. Rosenbaum | Votes For
1,549,374 
1,549,374 
1,549,374 
1,549,374 
   427,302(1)
1,549,374 
1,549,374 | Votes Against
      --
      --
      --
      --
      --
      --
      -- | Abstentions or
   Non-Votes
    119,654
    119,654
    119,654
    119,654
    119,654
    119,654
    119,654
|------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------

|(1) | Pursuant to the terms of the Company's Stockholders' Agreement, Mr. Hines, as
the minority representative, is selected by a majority of the outstanding shares
of common stock, not including shares held by The Baupost Group, L.L.C., Phoenix
Rental Partners, LLC or any of their affiliates.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 6:  Exhibits and Reports on Form 8-K

(a)      Exhibits:

|ExhibitNumber
2.1 | Description
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)
|----------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.2 | Modifications to First Amended Joint Plan of Reorganization of NationsRent, Inc.
and its Debtor Subsidiaries*
|--- | -------------------------------------------------------------------------------------------------------------

|2.3 | Modifications (Second) to First Amended Joint Plan of Reorganization of
NationsRent, Inc. and its Debtor Subsidiaries*
|--- | ----------------------------------------------------------------------------------------------------------------------

|2.4 | Modifications (Third) to First Amended Joint Plan of Reorganization of
NationsRent, Inc. and its Debtor Subsidiaries*
|--- | ---------------------------------------------------------------------------------------------------------------------

|3.1
3.2  
3.3  
3.4  
3.5  
3.6  
3.7  
3.8  
3.9  
3.10 
3.11 
3.12 
3.13 
3.14 
3.15 
3.16 
3.17 
3.18 
3.19 
3.20 
3.21 
3.22 
3.23 
3.24 
3.25 
3.26 
3.27 
3.28 
4.1 | Certificate of Incorporation of the Company*
Certificate of Amendment of Certificate of Incorporation of the Company*
Certificate of Amendment of Certificate of Incorporation of the Company*
Certificate of Designation for Series A Preferred Stock of the Company*
Certificate of Amendment to Certificate of Designation for Series A Preferred Stock*
By-Laws of the Company*
Certificate of Incorporation of NationsRent, Inc.*
By-Laws of NationsRent, Inc.*
Certificate of Incorporation of Las Olas Fourteen Corporation*
By-Laws of Las Olas Fourteen Corporation*
Certificate of Incorporation of Las Olas Twelve Corporation*
By-Laws of Las Olas Twelve Corporation*
Certificate of Incorporation of NRGP, Inc., as amended*
By-Laws of NRGP, Inc.*
Certificate of Incorporation of NationsRent USA, Inc.*
By-Laws of NationsRent USA, Inc.*
Certificate of Incorporation of NationsRent West, Inc.*
By-Laws of NationsRent West, Inc.*
Certificate of Incorporation of Logan Equipment Corp., as amended*
By-Laws of Logan Equipment Corp.*
Certificate of Incorporation of NationsRent Transportation Services, Inc.*
By-Laws of NationsRent Transportation Services, Inc.*
Articles of Incorporation of BDK Equipment Company, Inc.*
Amended and Restated Bylaws of BDK Equipment Company, Inc.*
Certificate of Incorporation of NR Delaware, Inc.*
By-Laws of NR Delaware, Inc.*
Certificate of Limited Partnership of NationsRent of Texas, LP*
Amended and Restated Agreement of Limited Partnership of NationsRent of Texas, LP*
Form of 9 1/2% Senior Secured Notes due 2010*
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.2 | Indenture, dated as of October 23, 2003, by and among Company, the Guarantors
and Wilmington Trust Company*
|--- | -----------------------------------------------------------------------------------------------------------

|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*
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.3 | Registration Rights Agreement, dated as of October 23, 2003, by and among the
Company, the Guarantors and the initial purchasers*
|--- | ---------------------------------------------------------------------------------------------------------------------------------

|4.4 | Amended and Restated Credit Agreement, dated as of October 23, 2003, by and
among the Company, certain of its subsidiaries, Wachovia Bank, National
Association and the other lending institutions party thereto, as administrative
agent and as a lender.*
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.5 | First Amendment to Amended and Restated Credit Agreement, dated as of December
22, 2003, by and among the Company, certain of its subsidiaries, Wachovia Bank,
National Association, as administrative agent and a lender, Fleet Capital
Corporation as a lender and Bank of America, N.A. as a lender*
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.6 | 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*
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.7 | Form of 6.5% Unsecured Convertible Subordinated Promissory Note due 2008*
|--- | -------------------------------------------------------------------------

|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*
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|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*
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.3 | 2003 Restricted Stock Plan of NR Holdings, Inc.*
|---- | ------------------------------------------------

|10.4 | Stockholders' Agreement, dated as of June 13, 2003, by and among NR Holdings,
Inc. and the stockholders party thereto*
|---- | ----------------------------------------------------------------------------------------------------------------------

|10.5 | First Amendment to Stockholders' Agreement, dated as of July 9, 2003, by and
among NR Holdings, Inc. and the stockholders party thereto*
|---- | ----------------------------------------------------------------------------------------------------------------------------------------

|10.6 | Indemnification Agreement, dated as of June 13, 2003, by and among NR Holdings,
Inc. and the indemnitees signatory thereto*
|---- | ---------------------------------------------------------------------------------------------------------------------------

|10.6.1 | Amended and Restated Indemnification Agreement, dated as of June 13, 2003, by
and among NationsRent Companies, Inc. and the indemnities signatory thereto**
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|10.7 | Employment Agreement, effective June 13, 2003, by and between the Company and
Thomas J. Putman*
|---- | -----------------------------------------------------------------------------------------------

|10.8 | Employment Agreement, effective July 9, 2003, by and between the Company and
Bryan T. Rich*
|---- | -------------------------------------------------------------------------------------------

|10.9 | Employment Agreement, effective July 9, 2003, by and between the Company and
Douglas M. Suliman*
|---- | ------------------------------------------------------------------------------------------------

|10.10 | Employment Agreement, effective June 23, 2003, by and between the Company and
Thomas J. Hoyer*
|----- | ----------------------------------------------------------------------------------------------

|10.11 | Employment Agreement, effective June 13, 2003, by and between the Company and
Joseph H. Izhakoff*
|----- | -------------------------------------------------------------------------------------------------

|10.12 | Employment Agreement, effective July 9, 2003, by and between the Company and
John Scherer*
|----- | ------------------------------------------------------------------------------------------

|10.13 | Form of Key Employee Housing Assistance Program*
|----- | ------------------------------------------------

|10.14 | Indenture, dated March 1, 1998, between Francis P. Rich and/or Catherine L. Rich
and Logan Equipment Corporation*
|----- | -----------------------------------------------------------------------------------------------------------------

|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)*
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.16 | Lease Agreement, dated December 14, 1998, between Jim Joy Holdings, LLC and
NationsRent of New Hampshire, Inc.*
|----- | ---------------------------------------------------------------------------------------------------------------

|10.17 | Lease Assignment, dated September 17, 1999, between Jim Joy Holdings, LLC and
1216 West Hammond Street, LLC*
|----- | ------------------------------------------------------------------------------------------------------------

|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.)*
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.19 | Lease Agreement, dated March 15, 2000, between Jim Joy Holdings, LLC and
NationsRent USA, Inc.*
|----- | -----------------------------------------------------------------------------------------------

|10.20 | Lease Agreement, dated December 7, 1999, between TREC, LLC and NationsRent USA,
Inc.*
|----- | -------------------------------------------------------------------------------------

|10.21 | Lease Agreement, dated December 14, 1998, between TREC, LLC and NRI/LEC Merger
Corp., Inc.*
|----- | -------------------------------------------------------------------------------------------

|10.22 | Lease Agreement, dated March 1, 2000, between TREC, LLC and NationsRent USA,
Inc.*
|----- | ----------------------------------------------------------------------------------

|10.23 | First Amendment to Lease, dated May 24, 2001, between TREC, LLC and NationsRent
USA, Inc.*
|----- | ------------------------------------------------------------------------------------------

|10.24 | Subscription Agreement, dated June 13, 2003, among NR Holdings, Inc. and the
subscribers party thereto*
|----- | -------------------------------------------------------------------------------------------------------

|10.25 | Asset Purchase Agreement, dated June 13, 2003, among Boston Rental Partners,
LLC, NationsRent, Inc. and its subsidiaries*
|----- | -------------------------------------------------------------------------------------------------------------------------

|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*
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.27 | Strategic Alliance Agreement, dated October 12, 2000, between NationsRent, Inc.
and Lowe's Companies, Inc.*
|----- | -----------------------------------------------------------------------------------------------------------

|31.1 | Certification of Thomas J. Putman pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002***
|---- | ----------------------------------------------------------------------------------------------

|31.2 | Certification of Thomas J. Hoyer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002***
|---- | ---------------------------------------------------------------------------------------------

|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***
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------

|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***
|---- | --------------------------------------------------------------------------------------------------------------------------------------------

|* | Incorporated by reference to the Company's Registration Statement on Form S-4
(Registration No. 333-114115), filed April 1, 2004, as amended.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------

|** | Incorporated by reference to the Companys Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2004.
|-- | ----------------------------------------------------------------------------------------------------------------------

|*** | Filed herewith.
|--- | ---------------

|(1) | The Company agrees to furnish supplementally a copy of any omitted schedule to
the SEC upon request.
|--- | ----------------------------------------------------------------------------------------------------

(b)      Reports on Form 8-K:

The
Company has not filed any Current Report on Form 8-K with the Securities and
Exchange Commission during the period for which this report is filed.

SIGNATURES

Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

|Dated:  March 30, 2005 | NATIONSRENT COMPANIES, INC.
(Registrant)
By: /s/ Thomas J. Putman
Name:    Thomas J. Putman
Title:      President, Chief Executive Officer and Director
|---------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|Dated:  March 30, 2005 | By: /s/ Thomas J. Hoyer
Name:    Thomas J. Hoyer
Title:       Executive Vice President and Chief Financial Officer
|---------------------- | ------------------------------------------------------------------------------------------------------------------

|Dated:  March 30, 2005 | By: /s/ Robert W. Schiller
Name:    Robert W. Schiller
Title:       Vice President and Controller
|---------------------- | -------------------------------------------------------------------------------------------------

Exhibits Index

|ExhibitNumber
2.1 | Description
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)
|----------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.2 | Modifications to First Amended Joint Plan of Reorganization of NationsRent, Inc.
and its Debtor Subsidiaries*
|--- | -------------------------------------------------------------------------------------------------------------

|2.3 | Modifications (Second) to First Amended Joint Plan of Reorganization of
NationsRent, Inc. and its Debtor Subsidiaries*
|--- | ----------------------------------------------------------------------------------------------------------------------

|2.4 | Modifications (Third) to First Amended Joint Plan of Reorganization of
NationsRent, Inc. and its Debtor Subsidiaries*
|--- | ---------------------------------------------------------------------------------------------------------------------

|3.1
3.2  
3.3  
3.4  
3.5  
3.6  
3.7  
3.8  
3.9  
3.10 
3.11 
3.12 
3.13 
3.14 
3.15 
3.16 
3.17 
3.18 
3.19 
3.20 
3.21 
3.22 
3.23 
3.24 
3.25 
3.26 
3.27 
3.28 
4.1 | Certificate of Incorporation of the Company*
Certificate of Amendment of Certificate of Incorporation of the Company*
Certificate of Amendment of Certificate of Incorporation of the Company*
Certificate of Designation for Series A Preferred Stock of the Company*
Certificate of Amendment to Certificate of Designation for Series A Preferred Stock*
By-Laws of the Company*
Certificate of Incorporation of NationsRent, Inc.*
By-Laws of NationsRent, Inc.*
Certificate of Incorporation of Las Olas Fourteen Corporation*
By-Laws of Las Olas Fourteen Corporation*
Certificate of Incorporation of Las Olas Twelve Corporation*
By-Laws of Las Olas Twelve Corporation*
Certificate of Incorporation of NRGP, Inc., as amended*
By-Laws of NRGP, Inc.*
Certificate of Incorporation of NationsRent USA, Inc.*
By-Laws of NationsRent USA, Inc.*
Certificate of Incorporation of NationsRent West, Inc.*
By-Laws of NationsRent West, Inc.*
Certificate of Incorporation of Logan Equipment Corp., as amended*
By-Laws of Logan Equipment Corp.*
Certificate of Incorporation of NationsRent Transportation Services, Inc.*
By-Laws of NationsRent Transportation Services, Inc.*
Articles of Incorporation of BDK Equipment Company, Inc.*
Amended and Restated Bylaws of BDK Equipment Company, Inc.*
Certificate of Incorporation of NR Delaware, Inc.*
By-Laws of NR Delaware, Inc.*
Certificate of Limited Partnership of NationsRent of Texas, LP*
Amended and Restated Agreement of Limited Partnership of NationsRent of Texas, LP*
Form of 9 1/2% Senior Secured Notes due 2010*
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.2 | Indenture, dated as of October 23, 2003, by and among Company, the Guarantors
and Wilmington Trust Company*
|--- | -----------------------------------------------------------------------------------------------------------

|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*
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.3 | Registration Rights Agreement, dated as of October 23, 2003, by and among the
Company, the Guarantors and the initial purchasers*
|--- | ---------------------------------------------------------------------------------------------------------------------------------

|4.4 | Amended and Restated Credit Agreement, dated as of October 23, 2003, by and
among the Company, certain of its subsidiaries, Wachovia Bank, National
Association and the other lending institutions party thereto, as administrative
agent and as a lender.*
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.5 | First Amendment to Amended and Restated Credit Agreement, dated as of December
22, 2003, by and among the Company, certain of its subsidiaries, Wachovia Bank,
National Association, as administrative agent and a lender, Fleet Capital
Corporation as a lender and Bank of America, N.A. as a lender*
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.6 | 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*
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.7 | Form of 6.5% Unsecured Convertible Subordinated Promissory Note due 2008*
|--- | -------------------------------------------------------------------------

|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*
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|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*
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.3 | 2003 Restricted Stock Plan of NR Holdings, Inc.*
|---- | ------------------------------------------------

|10.4 | Stockholders' Agreement, dated as of June 13, 2003, by and among NR Holdings,
Inc. and the stockholders party thereto*
|---- | ----------------------------------------------------------------------------------------------------------------------

|10.5 | First Amendment to Stockholders' Agreement, dated as of July 9, 2003, by and
among NR Holdings, Inc. and the stockholders party thereto*
|---- | ----------------------------------------------------------------------------------------------------------------------------------------

|10.6 | Indemnification Agreement, dated as of June 13, 2003, by and among NR Holdings,
Inc. and the indemnitees signatory thereto*
|---- | ---------------------------------------------------------------------------------------------------------------------------

|10.6.1 | Amended and Restated Indemnification Agreement, dated as of June 13, 2003, by
and among NationsRent Companies, Inc. and the indemnities signatory thereto**
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|10.7 | Employment Agreement, effective June 13, 2003, by and between the Company and
Thomas J. Putman*
|---- | -----------------------------------------------------------------------------------------------

|10.8 | Employment Agreement, effective July 9, 2003, by and between the Company and
Bryan T. Rich*
|---- | -------------------------------------------------------------------------------------------

|10.9 | Employment Agreement, effective July 9, 2003, by and between the Company and
Douglas M. Suliman*
|---- | ------------------------------------------------------------------------------------------------

|10.10 | Employment Agreement, effective June 23, 2003, by and between the Company and
Thomas J. Hoyer*
|----- | ----------------------------------------------------------------------------------------------

|10.11 | Employment Agreement, effective June 13, 2003, by and between the Company and
Joseph H. Izhakoff*
|----- | -------------------------------------------------------------------------------------------------

|10.12 | Employment Agreement, effective July 9, 2003, by and between the Company and
John Scherer*
|----- | ------------------------------------------------------------------------------------------

|10.13 | Form of Key Employee Housing Assistance Program*
|----- | ------------------------------------------------

|10.14 | Indenture, dated March 1, 1998, between Francis P. Rich and/or Catherine L. Rich
and Logan Equipment Corporation*
|----- | -----------------------------------------------------------------------------------------------------------------

|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)*
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.16 | Lease Agreement, dated December 14, 1998, between Jim Joy Holdings, LLC and
NationsRent of New Hampshire, Inc.*
|----- | ---------------------------------------------------------------------------------------------------------------

|10.17 | Lease Assignment, dated September 17, 1999, between Jim Joy Holdings, LLC and
1216 West Hammond Street, LLC*
|----- | ------------------------------------------------------------------------------------------------------------

|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.)*
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.19 | Lease Agreement, dated March 15, 2000, between Jim Joy Holdings, LLC and
NationsRent USA, Inc.*
|----- | -----------------------------------------------------------------------------------------------

|10.20 | Lease Agreement, dated December 7, 1999, between TREC, LLC and NationsRent USA,
Inc.*
|----- | -------------------------------------------------------------------------------------

|10.21 | Lease Agreement, dated December 14, 1998, between TREC, LLC and NRI/LEC Merger
Corp., Inc.*
|----- | -------------------------------------------------------------------------------------------

|10.22 | Lease Agreement, dated March 1, 2000, between TREC, LLC and NationsRent USA,
Inc.*
|----- | ----------------------------------------------------------------------------------

|10.23 | First Amendment to Lease, dated May 24, 2001, between TREC, LLC and NationsRent
USA, Inc.*
|----- | ------------------------------------------------------------------------------------------

|10.24 | Subscription Agreement, dated June 13, 2003, among NR Holdings, Inc. and the
subscribers party thereto*
|----- | -------------------------------------------------------------------------------------------------------

|10.25 | Asset Purchase Agreement, dated June 13, 2003, among Boston Rental Partners,
LLC, NationsRent, Inc. and its subsidiaries*
|----- | -------------------------------------------------------------------------------------------------------------------------

|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*
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.27 | Strategic Alliance Agreement, dated October 12, 2000, between NationsRent, Inc.
and Lowe's Companies, Inc.*
|----- | -----------------------------------------------------------------------------------------------------------

|31.1 | Certification of Thomas J. Putman pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002***
|---- | ----------------------------------------------------------------------------------------------

|31.2 | Certification of Thomas J. Hoyer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002***
|---- | ---------------------------------------------------------------------------------------------

|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***
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------

|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***
|---- | --------------------------------------------------------------------------------------------------------------------------------------------

|* | Incorporated by reference to the Company's Registration Statement on Form S-4
(Registration No. 333-114115), filed April 1, 2004, as amended.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------

|** | Incorporated by reference to the Companys Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2004.
|-- | ----------------------------------------------------------------------------------------------------------------------

|*** | Filed herewith.
|--- | ---------------

|(1) | The Company agrees to furnish supplementally a copy of any omitted schedule to
the SEC upon request.
|--- | ----------------------------------------------------------------------------------------------------