UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

---

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 September 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 October 31, 2004 there were 1,669,588 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 November 22, 2004, for the purpose of correcting the
under-accrual of incentive compensation bonuses by $1.3 million and personal
property taxes by $0.7 million for the three and nine months ended September 30,
2004.

This restatement also gives effect to the reclassification
within the cost of rental of the gains and losses on the disposal of vehicles.
These gains and losses were reclassified from "cost of sales of equipment,
merchandise, service, parts and supplies" to "rental equipment depreciation and
lease expense, and vehicle depreciation" for the three and nine months ended
September 30, 2004 and the three and four months ended September 30, 2003. This
correction is being made to conform to the Company's policy relating to
accounting for and reporting of vehicle expenses and related gains and losses
upon disposals as reflected in the Company's restated financial statements for
the three and six months ended June 30, 2004, the three months ended March 31,
2004 and 2003, the one month ended June 30, 2003, the five months ended May 31,
2003, the seven months ended December 31, 2003, and the year ended December 31,
2002.

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

| | PageNo.
| | -------

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

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

| | Condensed Consolidated Balance Sheets for the Successor Company as of September 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 September 30, 2004 (restated) and Three Months
Ended September 30, 2003 (restated) | 2
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -

| | Condensed Consolidated Statements of Operation for the Successor Company for the
Nine Months Ended September 30, 2004 (unaudited and restated) and Four Months
Ended September 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
Nine Months Ended September 30, 2004 (unaudited and restated) and Four Months
Ended  September 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 | 17
| | --------------------------------------------------------------------------------------------- | --

| | Item 3: Quantitative and Qualitative Disclosures About Market Risk | 29
| | ------------------------------------------------------------------ | --

| | Item 4: Controls and Procedures | 29
| | ------------------------------- | --

|PART II - OTHER INFORMATION | 31
|--------------------------- | --

| | Item 6: Exhibits and Reports on Form 8-K | 31
| | ---------------------------------------- | --

| | Signatures | 34
| | ---------- | --

| | Certifications | 38
| | -------------- | --

PART I - FINANCIAL INFORMATION

Item 1: Financial Statements

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

`Successor Company
                                                                            -------------------------------------------
                                                                             September 30, 2004     December 31, 2003
                                                                            --------------------- ---------------------
                                                                                 (unaudited)      (restated-see Note 1)
                                                                            (restated-see Note 1)
ASSETS
Cash and cash equivalents.................................................      $    31,401           $    48,644
Accounts receivable, net..................................................           84,880                72,926
Inventories...............................................................           23,180                21,802
Prepaid expenses and other assets.........................................           12,197                11,605
Debt issuance costs, net..................................................            6,850                 7,155
Rental equipment, net.....................................................          391,929               347,076
Property and equipment, net...............................................           59,450                62,076
Intangible assets, net....................................................            8,317                 8,479
                                                                            --------------------- ---------------------
     Total Assets.........................................................      $   618,204           $   579,763
                                                                            ===================== =====================

LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable..........................................................      $    78,290           $    56,319
Accrued compensation and related taxes....................................           12,367                 9,297
Accrued insurance claims..................................................           17,810                14,500
Accrued expenses and other liabilities....................................           40,041                29,174
Debt (Note 2).............................................................          289,146               288,286
Income taxes payable......................................................              439                   504
                                                                            --------------------- ---------------------
     Total Liabilities....................................................          438,093               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 September 30, 2004 and
  December 31, 2003, respectively.........................................                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
  September 30, 2004 and December 31, 2003, respectively..................               17                    17
Additional paid-in capital................................................          200,920               200,724
Deferred stock compensation...............................................           (1,339)               (4,560)
Accumulated deficit.......................................................          (19,488)              (14,499)
                                                                            --------------------- ---------------------
     Total Stockholders' Equity...........................................          180,111               181,683
                                                                            --------------------- ---------------------
     Total Liabilities and Stockholders' Equity...........................      $   618,204           $   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)
(unaudited)

`Successor Company
                                                                            -------------------------------------------
                                                                                Three Months          Three Months
                                                                                    Ended                 Ended
                                                                             September 30, 2004    September 30, 2003
                                                                            --------------------- ---------------------
                                                                            (restated-see note 1) (restated-see note 1)
Revenue:
Equipment rentals.........................................................      $   132,500           $   119,227
Sales of equipment, merchandise, service, parts and supplies..............           33,343                16,199
                                                                            --------------------- ---------------------
    Total revenue.........................................................          165,843               135,426
                                                                            --------------------- ---------------------

Cost of revenue:
Cost of equipment rentals.................................................           64,093                62,120
Rental equipment depreciation and lease expense, and vehicle
  depreciation............................................................           30,216                27,067
Cost of sales of equipment, merchandise, service, parts and supplies......           20,212                10,825
                                                                            --------------------- ---------------------
    Total cost of revenue.................................................          114,521               100,012
                                                                            --------------------- ---------------------
Gross profit .............................................................           51,322                35,414
Operating expenses:
Selling, general and administrative expenses..............................           29,142                23,948
Non-rental equipment depreciation and amortization........................            1,436                 1,748
                                                                            --------------------- ---------------------
Operating income..........................................................           20,744                 9,718
                                                                            --------------------- ---------------------
Other (income) expense:
Interest expense..........................................................            7,649                 3,885
Reversal of pre-petition tax liabilities..................................             (893)                    -
Other, net................................................................             (103)                 (175)
                                                                            --------------------- ---------------------
    Total other (income) expense..........................................            6,653                 3,710
                                                                            --------------------- ---------------------
Net income................................................................      $    14,091           $     6,008
                                                                            ===================== =====================`

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
                                                          ----------------------------------------   ---------------------
                                                              Nine Months           Four Months           Five Months
                                                                 Ended                 Ended                 Ended
                                                          September 30, 2004     September 30, 2003       May 31, 2003
                                                         --------------------- --------------------- ---------------------
                                                              (unaudited)          (unaudited)       (restated-see Note 1)
                                                         (restated-see Note 1) (restated-see Note 1)
Revenue:
   Equipment rentals.............................        $      342,047         $      156,347       $      155,567
   Sales of equipment, merchandise, service,
      parts and supplies.........................                87,961                 21,005               20,499
                                                         --------------------- --------------------- ---------------------
        Total revenue............................               430,008                177,352              176,066
                                                         --------------------- --------------------- ---------------------

Cost of revenue:
   Cost of equipment rentals.....................               184,160                 82,390              103,367
   Rental equipment depreciation and lease
      expense, and vehicle depreciation..........                86,851                 36,391               57,801
   Cost of sales of equipment, merchandise,
      service, parts and supplies................                54,507                 14,183               18,764
                                                         --------------------- --------------------- ---------------------
        Total cost of revenue....................               325,518                132,964              179,932
                                                         --------------------- --------------------- ---------------------

Gross profit (loss)..............................               104,490                 44,388               (3,866)
Operating expenses:
   Selling, general and administrative expenses..                82,374                 32,054               37,173
   Non-rental equipment depreciation and
      amortization...............................                 5,271                  2,325                5,451
                                                         --------------------- --------------------- ---------------------
   Operating income (loss).......................                16,845                 10,009              (46,490)
                                                         --------------------- --------------------- ---------------------

Other (income) expense:
   Interest expense..............................                23,058                  5,045                3,164
   Reversal of pre-petition tax liabilities......                  (893)                     -                    -
   Other, net....................................                  (331)                  (212)                 (90)
                                                         --------------------- --------------------- ---------------------
        Total other (income) expense.............                21,834                  4,833                3,074
                                                         --------------------- --------------------- ---------------------

Income (loss) before reorganization items........                (4,989)                 5,176              (49,564)
Reorganization items, net........................                     -                      -           (1,401,121)
                                                         --------------------- --------------------- ---------------------
         Net income (loss).......................        $       (4,989)        $        5,176       $    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
                                                          ----------------------------------------   ---------------------
                                                              Nine Months           Four Months           Five Months
                                                                 Ended                 Ended                 Ended
                                                          September 30, 2004     September 30, 2003       May 31, 2003
                                                         --------------------- --------------------- ---------------------
                                                              (unaudited)          (unaudited)       (restated-see Note 1)
                                                         (restated-see Note 1) (restated-see Note 1)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)...................................     $       (4,989)       $         5,176       $    1,351,557
Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
   Depreciation and amortization....................             95,501                 35,987               43,886
   Provision for doubtful accounts..................              2,851                    742                3,211
   Non cash reorganization items....................                  -                      -           (1,424,231)
   Non cash interest charge.........................              2,163                    533                    -
   Loss on disposal of non rental equipment.........              1,295                      -                   35
   (Gain) loss on disposal of rental equipment......            (22,525)                (3,034)               1,093
   Changes in operating assets and liabilities:
    Accounts receivable.............................            (14,805)                (4,297)              (4,771)
    Inventories.....................................             (1,378)                (1,379)              (1,569)
    Prepaid expenses and other assets...............               (317)                   (74)               8,418
    Accounts payable................................             21,971                 24,345               10,557
    Accrued expenses and other liabilities..........             17,247                 (2,003)              17,919
    Liabilities subject to compromise...............                  -                      -               (1,960)
    Income taxes payable............................                (65)                   (28)                  (3)
                                                         --------------------- --------------------- ---------------------
    Net cash provided by operating activities.......             96,949                 55,968                4,142
                                                         --------------------- --------------------- ---------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of rental equipment.......................           (150,432)               (88,146)             (15,793)
Purchases of property and equipment.................            (11,940)                (5,486)              (4,953)
Proceeds from disposal of rental equipment and
   vehicles.........................................             50,116                  7,856                8,855
Proceeds from disposal of non rental equipment......                  -                      -                   12
                                                         --------------------- --------------------- ---------------------
Net cash used in investing activities...............           (112,256)               (85,776)             (11,879)
                                                         --------------------- --------------------- ---------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility.......................                  -                      -               24,608
Proceeds from issuance of convertible notes.........                  -                110,569                    -
Proceeds from issuance of preferred and common
   stock, net of expenses...........................                  -                 63,972                    -
Payment of debt issuance costs......................               (964)                (7,394)                   -
Repayments of debt subject to compromise............                  -                      -               (1,909)
Repayments of debt not subject to compromise........               (972)              (144,645)              (8,449)
                                                         --------------------- --------------------- ---------------------
Net cash (used in) / provided by financing
   activities..........................................          (1,936)                22,502               14,250
                                                         --------------------- --------------------- ---------------------
Net increase / (decrease) in cash and cash
   equivalents......................................            (17,243)                (7,306)               6,513
Cash and cash equivalents, beginning of period......             48,644                 13,453                6,940
                                                         --------------------- --------------------- ---------------------
Cash and cash equivalents, end of period............     $       31,401        $         6,147       $       13,453
                                                         ===================== ===================== =====================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid for interest.........................     $       12,027        $         2,639       $        1,740
                                                         --------------------- --------------------- ---------------------
     Cash paid for income taxes.....................     $           30        $             9       $            3
                                                         ===================== ===================== =====================

SUPPLEMENTAL SCHEDULE OF NON CASH
INVESTING AND FINANCING ACTIVITIES:
     Fixed assets acquired under financial
     obligations....................................     $        1,648        $        68,084       $       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

September 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" 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 the unaudited condensed consolidated statements of
operations for the three and nine months ended September 30, 2004 to correct the
under-accrual of incentive compensation bonuses by $1,268,000 and $1,286,000,
respectively, and to correct the under-accrual of personal property taxes by
$664,000 in such periods.

The Company has restated all prior periods in the accompanying 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 Nine Months Ended September 30, 2004
                                                     ----------------------------------------------------------
                                                     As Previously
                                                       Reported         Corrections                 As Restated
                                                     -------------      -----------                -------------

Balance Sheet:

  Accrued compensation and related taxes...........  $    11,081        $   1,286      (a)         $    12,367
  Accrued expenses and other liabilities...........       37,786            2,255      (b)(c)           40,041
    Total Liabilities .............................      434,552            3,541                      438,093

  Accumulated deficit..............................      (15,947)          (3,541)     (d)             (19,488)
    Total Stockholders' Equity.....................      183,652           (3,541)                     180,111

Statement of Operations:

  Cost of equipment rentals........................      182,014            2,146      (e)(f)          184,160
  Rental equipment depreciation and lease expense,
    and vehicle depreciation.......................       87,290             (439)     (g)(h)           86,851
  Cost of sales of equipment, merchandise,
    service, parts and supplies....................       53,992              515      (g)              54,507
    Total cost of revenue..........................      323,296            2,222      (i)             325,518

  Gross profit (loss)..............................      106,712           (2,222)     (i)             104,490

  Selling, general and administrative expenses.....       81,592              782      (j)(k)           82,374
  Non-rental equipment depreciation and
    amortization...................................        4,219            1,052      (l)               5,271

  Operating income (loss)..........................       20,901           (4,056)     (m)              16,845
  Income (loss) before reorganization items........         (933)          (4,056)     (m)              (4,989)
  Net income (loss)................................         (933)          (4,056)     (m)              (4,989)

Statement of Cash Flows:

  Net income (loss)................................         (933)          (4,056)     (m)              (4,989)
  Depreciation and amortization....................       94,888              613      (g)(h)(l)        95,501
  (Gain) loss on disposal of rental equipment......      (21,498)          (1,027)     (n)             (22,525)
  Accrued expenses and other liabilities...........       14,319            2,928      (o)              17,247
    Net cash provided by operating activities......       98,491           (1,542)                      96,949

  Proceeds from disposal of rental equipment and
    vehicles.......................................       48,574            1,542      (p)              50,116
    Net cash used in investing activities..........  $  (113,798)       $   1,542                  $  (112,256)`

____________________

|(a) | The correction for the under-accrual of incentive
compensation bonuses at September 30, 2004.
|--- | ---------------------------------------------------------------------------------------------

|(b) | The correction for the $664,000 under-accrual of
personal property taxes at September 30, 2004.
|--- | -----------------------------------------------------------------------------------------------

|(c) | Reflects the adjustment of $1,591,000 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.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|(e) | The correction for the $666,000 under-accrual of
store-level incentive compensation bonuses for the nine months ended September
30, 2004 and for the $555,000 under-accrual of personal property taxes for the
three months ended September 30, 2004.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(f) | Reflects the adjustment to increase lease expense by
$925,000 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.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(g) | The reclassification of the $515,000 gain on disposal
of vehicles from "cost of sales of equipment, merchandise, service, parts and
supplies" to offset "rental equipment depreciation and lease expense, and
vehicle depreciation."
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(h) | Reflects the adjustment to increase depreciation
related to vehicles by $76,000 for the nine months ended September 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.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(i) | The impact of the corrections described in notes (e)
(f) and (h) above.
|--- | -----------------------------------------------------------------------

|(j) | The correction for the $620,000 under-accrual of
region/district-level incentive compensation bonuses and the recording of a
$109,000 accrual for potential property tax penalties for the three months ended
September 30, 2004.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(k) | Reflects the adjustment to increase lease expense by
$53,000 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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(l) | Reflects the adjustment to increase depreciation
related to leasehold improvements by $1,052,000 for the nine months ended
September 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.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(m) | The impact of corrections described in notes (e),
(f), (h), (j), (k) and (l) above.
|--- | -----------------------------------------------------------------------------------

|(n) | In connection with the reclassification of gains and
losses on disposal of vehicles, the Company originally removed $1,542,000
representing the proceeds from the disposal of vehicles from "gain (loss) on
disposal of rental equipment." The correction only removes $515,000 of gains on
disposal of vehicles from this account.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(o) | The impact of corrections described in notes (e),
(f), (j) and (k) above.
|--- | -------------------------------------------------------------------------

|(p) | The correction to properly reflect proceeds from the
disposal of vehicles.
|--- | --------------------------------------------------------------------------

`Three Months Ended September 30, 2004
                                                     ----------------------------------------------------------
                                                     As Previously
                                                       Reported         Corrections                 As Restated
                                                     -------------      -----------                -------------

Statement of Operations:

  Cost of equipment rentals........................  $    61,672        $   2,421  (a)(b)(c)(d)      $  64,093
  Rental equipment depreciation and lease expense,
    and vehicle depreciation.......................       30,451             (235) (e)                  30,216
  Cost of sales of equipment, merchandise,
    service, parts and supplies....................       19,977              235  (e)                  20,212
     Total cost of revenue.........................      112,100            2,421  (f)                 114,521

  Gross profit ....................................       53,743           (2,421) (f)                  51,322

  Selling, general and administrative expenses.....       27,687            1,455  (g)(h)(i)(j)         29,142

  Operating income.................................       24,620           (3,876) (k)                  20,744
  Net income.......................................  $    17,967        $  (3,876) (k)               $  14,091`

____________________

|(a) | To record the reversal of 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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | The correction for the $600,000 under-accrual of
store-level incentive compensation bonuses for the three months ended September
30, 2004.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------

|(c) | The correction for the $555,000 under-accrual of
personal property taxes for the three months ended September 30,
2004.
|--- | -----------------------------------------------------------------------------------------------------------------------

|(d) | Reflects the adjustment to increase lease expense by
$308,000 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 reclassification of the gain on disposal of
vehicles from "cost of sales of equipment, merchandise, service, parts and
supplies" to offset "rental equipment depreciation and lease expense, and
vehicle depreciation."
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|(g) | To record the reversal of $989,000 relating to the
correction for cooperative advertising receivables, which was previously
recorded and disclosed in the condensed consolidated financial statements for
the three months ended September 30, 2004, and to properly record $329,000 of
cooperative advertising for the three months ended September 30,
2004.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(h) | The correction of $668,000 related to the
under-accrual of region/district-level incentive compensation bonuses for the
three months ended September 30, 2004.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|(i) | The accrual of $109,000 related to under-accrual of
potential property tax penalties for the three months ended September 30,
2004.
|--- | -----------------------------------------------------------------------------------------------------------------------------------

|(j) | Reflects the adjustment to increase lease expense by
$18,000 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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(k) | The impact of corrections described in notes (a),
(b), (c), (d), (g), (h), (i) and (j) 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 other 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`

____________________

|(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.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

`Four Months Ended September 30, 2003
                                                     ----------------------------------------------------------
                                                     As Previously
                                                       Reported         Corrections                 As Restated
                                                     -------------      -----------                -------------

Statement of Operations:

  Cost of equipment rentals........................  $    82,060        $     330      (a)         $     82,390
  Rental equipment depreciation and lease
    expense, and vehicle depreciation..............       36,488              (97)     (b)(c)            36,391
  Cost of sales of equipment, merchandise,
    service, parts and supplies....................       14,130               53      (b)               14,183
     Total cost of revenue.........................      132,678              286      (d)              132,964

  Gross profit (loss)..............................       44,674             (286)     (d)               44,388

  Selling, general and administrative expenses.....       32,034               20      (e)               32,054
  Non-rental equipment depreciation and
    amortization...................................        2,927             (602)     (f)                2,325

  Operating income (loss)..........................        9,713              296      (g)               10,009
  Income (loss) before reorganization items........        4,880              296      (g)                5,176
  Net income (loss)................................        4,880              296      (g)                5,176

Statement of Cash Flows:

  Net income (loss)................................        4,880              296      (g)                5,176
  Depreciation and amortization....................       36,686             (699)     (b) (c)(f)        35,987
    (Gain) loss on disposal of rental equipment....       (2,982)             (52)     (h)               (3,034)
  Accrued expenses and other liabilities...........       (2,353)             350      (a) (e)           (2,003)
    Net cash provided by operating activities......       56,073             (105)                       55,968

  Proceeds from disposal of rental equipment and
    vehicles.......................................        7,751              105      (i)                7,856
    Net cash used in investing activities..........   $  (85,881)       $     105                  $    (85,776)`

____________________

|(a) | Reflects the adjustment to increase lease expense by
$330,000 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.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | The reclassification of the $53,000 gain on disposal
of vehicles from "cost of sales of equipment, merchandise, service, parts and
supplies" to offset "rental equipment depreciation and lease expense, and
vehicle depreciation."
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | Reflects the adjustment to decrease depreciation
related to vehicles by $44,000 for the four months ended September 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 $44,000 in the six
months ended June 30, 2004 which should have been recorded in the four months
ended September 30, 2003.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|(e) | Reflects the adjustment to increase lease expense by
$20,000 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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(f) | Reflects the adjustment to decrease depreciation
related to leasehold improvements by $602,000 for the four months ended
September 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
$602,000 in the six months ended June 30, 2004 which should have been recorded
in the four months ended September 30, 2003.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|(h) | In connection with the reclassification of gains and
losses on disposal of vehicles, the Company originally removed $105,000
representing the proceeds from the disposal of vehicles from "gain (loss) on
disposal of rental equipment." The correction only removes $53,000 of gains on
disposal of vehicles from this account.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(i) | The correction to properly reflect proceeds from the
disposal of vehicles.
|--- | --------------------------------------------------------------------------

`Three Months Ended September 30, 2003
                                                     ----------------------------------------------------------
                                                     As Previously
                                                       Reported         Corrections                 As Restated
                                                     -------------      -----------                -------------

Statement of Operations:

  Cost of equipment rentals........................  $    61,873        $     247      (a)         $     62,120

  Rental equipment depreciation and lease
    expense, and vehicle depreciation..............       27,146              (79)     (b)(c)            27,067
  Cost of sales of equipment, merchandise,
    service, parts and supplies....................       10,778               47      (b)               10,825
     Total cost of revenue.........................       99,797              215      (d)              100,012

  Gross profit.....................................       35,629             (215)     (d)               35,414

  Selling general and administrative expenses......       23,933               15      (e)               23,948

  Non-rental equipment depreciation and
    amortization...................................        2,198             (450)     (f)                1,748

  Operating income.................................        9,498              220      (g)                9,718
  Net income.......................................  $     5,788        $     220      (g)         $      6,008`

____________________

|(a) | Reflects the adjustment to increase lease expense by
$247,000 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.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | The reclassification of the $47,000 gain on disposal
of vehicles from "cost of sales of equipment, merchandise, service, parts and
supplies" to offset "rental equipment depreciation and lease expense, and
vehicle depreciation."
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | Reflects the adjustment to decrease depreciation
related to vehicles by $32,000 for the three months ended September 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 $32,000 in the six
months ended June 30, 2004 which should have been recorded in the three months
ended September 30, 2003.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | The impact of the correction described in note (a)
and (c) above.
|--- | -----------------------------------------------------------------

|(e) | Reflects the adjustment to increase lease expense by
$15,000 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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(f) | Reflects the adjustment to decrease depreciation
related to leasehold improvements by $450,000 for the three months ended
September 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
$450,000 in the six months ended June 30, 2004 which should have been recorded
in the three months ended September 30, 2003.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

`Five Months Ended May 31, 2003
                                                     ----------------------------------------------------------
                                                     As Previously
                                                       Reported         Corrections                 As Restated
                                                     -------------      -----------                -------------

Statement of Operations:

  Sales of equipment, merchandise, service,
    parts and supplies.............................  $    20,486        $      13      (a)         $     20,499
     Total revenue.................................      176,053               13                       176,066

  Rental equipment depreciation and
    lease expense, and vehicle depreciation........       57,793                8      (b)               57,801
  Cost of sales of equipment, merchandise,
    service, parts and supplies....................       18,759                5      (b)               18,764
     Total cost of revenue.........................      179,919               13      (c)              179,932

Statement of Cash Flows:

  Depreciation and amortization.....................      43,878                8      (b)               43,886
    (Gain) loss on disposal of rental equipment.....       1,122              (29)     (d)                1,093
    Net cash provided by operating activities.......       4,163              (21)                        4,142

  Proceeds from disposal of rental equipment and
    vehicles........................................       8,834               21      (e)                8,855
    Net cash used in investing activities........... $   (11,900)       $      21                  $    (11,879)`

____________________

|(a) | In connection with the reclassification of revenue
associated with disposals of vehicles from "sales of equipment, merchandise,
service, parts and supplies" to "cost of sales of equipment, merchandise,
service, parts and supplies," the Company originally reclassified $21,000. The
correction only reclassifies $8,000 of revenue from this account.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | 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 increase to "rental equipment
depreciation and lease expense, and vehicle depreciation."
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|(d) | The correction to properly reflect losses on disposal
of vehicles from this account.
|--- | ------------------------------------------------------------------------------------

|(e) | The correction to properly reflect proceeds from the
disposal of vehicles.
|--- | --------------------------------------------------------------------------

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
                                                            ------------------------------
                                                            September 30,     December 31,
                                                                 2004             2003
                                                            -------------     ------------
          Senior secured notes payable, net of
            unamortized discount of $7,380 in
            2004 and $8,275 in 2003, bearing
            interest at 9.5%, interest payable
            semi-annually and principal
            payable in October 2010......................    $   242,620      $   241,725
          Postpetition notes payable, bearing
            interest at prime, interest and
            principal payable in January 2007...........             364            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..................................             951                -
                                                            -------------     ------------
                Total Debt...............................    $   289,146      $   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. As of December, 31, 2003 and
September 30, 2004, related parties owned of record approximately $22,309,000 of
the convertible subordinated notes payable. Accrued interest on the notes held
by related parties was $806,000 as of December 31, 2003 and $1,949,000 as of
September 30, 2004 and is included in accrued expenses and other liabilities for
the applicable dates. During the three months ended September 30, 2003 and
September 30, 2004, interest expense for the notes held by related parties was
approximately $366,000 and $390,000, respectively. For the four months of the
Successor Company ended September 30, 2003 and the nine months ended September
30, 2004, interest expense for the notes held by related parties was
approximately $433,000 and $1,143,000, respectively.

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 September 30, 2004,
the Company had a debt to cash flow ratio of 2.14 to 1.00.

As of September 30, 2004, there were no outstanding cash borrowings. The Company
had $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
                                                                       -------------------
                                                                           Five Months
                                                                              Ended
                                                                           May 31, 2003
                                                                       -------------------
Gain on extinguishment of debt and settlement of operating leases...     $    (930,884)
Fresh start valuation adjustments...................................          (494,748)
Professional fees...................................................            15,207
Employee expenses...................................................             7,212
Facility closures...................................................               114
Interest income.....................................................                (5)
Other...............................................................             1,983
                                                                       -------------------
         Total reorganization items.................................     $  (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
$15,278,000 for the three months ended September 30, 2004 and $31,091,000 for
the nine months ended September 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 third quarter of 2004. During the nine months ended September 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 September 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 $3,418,000 during the first nine 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 nine 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
                                                                            --------------
                                                                             Five Months
                                                                                Ended
                                                                             May 31, 2003
                                                                            --------------
Reported net income....................................................      $  1,351,557
Pro forma stock based compensation expense, net of tax.................              (608)
                                                                            --------------
Pro forma net income...................................................      $  1,350,949
                                                                            ==============
Reported earnings per share............................................      $      23.56
                                                                            ==============
Pro forma earnings per share...........................................      $      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
                                                                   -------------------
                                                                       Five Months
                                                                          Ended
                                                                       May 31, 2003
                                                                   -------------------
Numerator:
Net income - basic and diluted.................................     $       1,351,557
                                                                   ===================

Denominator:
Weighted average shares - basic and diluted....................                57,364
                                                                   ===================

Basic and diluted earnings per share...........................     $           23.56
                                                                   ===================`

|(9) | Taxes
|--- | -----

The Company did not record a provision for income taxes in the three-month and
nine-month periods ended September 30, 2004, three-month period ended September
30, 2003, four-month period ended September 30, 2003 or five-month period ended
May 31, 2003. The tax provisions for the periods are significantly different
than the provisions expected from applying the federal statutory rate to pre-tax
income (or loss) primarily due to the valuation allowance established for the
Company's deferred tax assets.

Valuation allowances are recorded related to deferred tax assets if their
realization does not meet the "more likely than not" criteria detailed in SFAS
109, "Accounting for Income Taxes."

The Company continually evaluates whether our deferred tax assets will be
realized, and records a valuation allowance when appropriate. We have recorded a
valuation allowance due to uncertainties related to our ability to utilize some
of the net operating loss carryforwards that make up our deferred tax assets
before they expire.

During the third quarter of 2004, the Company recorded an increase to other
income to reflect that tax claims related to the period before bankruptcy were
settled for $893,000 lower than was originally anticipated and accrued when the
Company emerged from bankruptcy.

|(10) | Related-Party Transaction
|---- | -------------------------

During the second quarter of 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 the Company for returning the acquired
units to rent-ready condition and for the cost of an annual inspection on each
unit. Phantom has reimbursed the Company approximately $75,000 for such costs
incurred by the Company through September 2004.

|(11) | Subsequent Events
|---- | -----------------

On November 15, 2004, the Company filed a Form 12b-25 with the SEC stating that
the Company could not complete its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2004 due to a delay in obtaining and compiling information
required to be included in such report, which delay could not be eliminated by
the Company without unreasonable effort and expense. Pursuant to the indenture
governing the Company's senior secured notes (described in Note 2), if the
Company is required to file a Quarterly Report on Form 10-Q with the SEC the
Company must file such report within the time period specified in the SEC's
rules and regulations and provide a copy of such report to the trustee. On
November 16, 2004, the Company received a notice from the trustee that under the
indenture, failure to observe or perform any covenant in the indenture could
constitute an event of default if not remedied within 30 days of the date of the
notice. In the case of an event of default, the entire principal amount of the
senior secured notes plus interest accrued to such date would be accelerated by
the trustee and become immediately due and payable by the Company. By filing
this Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 on
November 22, 2004, the Company cured the default.

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, in part, a function of
industry and economic conditions. The primary drivers impacting pricing are
nonresidential construction activity and the supply of equipment in the U.S.
market relative to demand. Improving nonresidential construction during 2004 and
the recent abatement of the over-supply of construction equipment in the U.S.
market has led to a greater demand for our services which, in turn, has had a
positive impact on the revenue we generate from rentals and equipment sales. In
addition, our revenues were positively impacted 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 both the equipment and the parts that 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 and parts are 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 from some manufacturers. 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
September 30, 2004, we had $31.4 million in cash and we had no cash borrowings
under our Working Capital Facility described below. As of September 30, 2004, we
had $36.7 million of availability under our Working Capital Facility after
taking into account our borrowing base calculation and $22.8 million of
outstanding letters of credit.

Restatements

We restated the condensed consolidated statements of operations for the three
and nine months ended September 30, 2004 to correct the under-accrual of
incentive compensation bonuses by $1.3 million and personal property taxes by
$0.7 million in such periods.

We restated all prior 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 association 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 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.

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 June 13, 2003, 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 September 30, 2004 Compared to Three Months Ended September 30, 2003

`Three Months Ended                 Variance
                                                                  September 30,            Favorable/(Unfavorable)
                                                           ---------------------------   ---------------------------
                                                               2004           2003             $              %
                                                           ------------   ------------   -------------   -----------
                                                                  (unaudited)
                                                           (as restated) (as restated)
                                                                           (dollars in thousands)
Revenue:
Equipment rentals...................................       $   132,500    $   119,227    $    13,273         11.1%
Sales of equipment, merchandise, service, parts and
   supplies.........................................            33,343         16,199         17,144        105.8
                                                           ------------   ------------   -------------   -----------
Total revenue.......................................           165,843        135,426         30,417         22.5
                                                           ------------   ------------   -------------   -----------

Cost of revenue:
Cost of equipment rentals...........................            64,093         62,120         (1,973)        (3.2)
Rental equipment depreciation and lease expense, and
   vehicle depreciation ............................            30,216         27,067         (3,149)       (11.6)
Cost of sales of equipment, merchandise, service,
   parts and supplies...............................            20,212         10,825         (9,387)       (86.7)
                                                           ------------   ------------   -------------   -----------
Total cost of revenue...............................           114,521        100,012        (14,509)       (14.5)
                                                           ------------   ------------   -------------   -----------

Gross profit:
Gross profit on equipment rentals including
   depreciation and lease expense...................            38,191         30,040          8,151         27.1
Gross profit on sales of equipment, merchandise,
   service, parts and supplies......................            13,131          5,374          7,757        144.3
                                                           ------------   ------------   -------------   -----------
Total gross profit .................................            51,322         35,414         15,908         44.9
                                                           ------------   ------------   -------------   -----------

Operating expenses:
Selling, general and administrative expenses........            29,142         23,948         (5,194)       (21.7)
Non-rental equipment depreciation and amortization..             1,436          1,748            312         17.8
                                                           ------------   ------------   -------------   -----------
Operating income....................................            20,744          9,718         11,026        113.5
                                                           ------------   ------------   -------------   -----------

Interest expense, net...............................             7,649          3,885         (3,764)       (96.9)
Reversal of pre-petition tax liabilities............              (893)            --            893
Other, net..........................................              (103)          (175)           (72)       (41.1)
                                                           ------------   ------------   -------------   -----------
                                                                 6,653          3,710         (2,943)       (79.3)
                                                           ------------   ------------   -------------   -----------

Net income..........................................       $    14,091    $     6,008    $     8,083        134.5%
                                                           ============   ============   =============   ===========`

Revenue. Revenue from equipment rentals was positively impacted for the
three months ended September 30, 2004 by improved pricing as well as a $0.8
million increase in revenue at our NationsRent at Lowe's stores that opened in
2003.

Utilization for the third quarter of 2004 was 54.8% compared to 50.1% 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 drivers for the increase in sales of equipment, merchandise,
service, parts and supplies were increases of $10.6 million, or 173.8%, in sales
of used equipment and $5.3 million, or 108.9%, in sales of new equipment. The
improving market conditions for equipment and a continued emphasis on selling
equipment led to the increase in equipment sales during 2004.

Gross profit. Gross profit margin on equipment rentals, including
depreciation and lease expense, increased from 25.2% in the third quarter of
2003 to 28.8% for the same period in 2004. Gross profit on equipment rentals was
positively impacted:

| |  | by a $13.3 million increase in revenue; and
| | - | -------------------------------------------

| |  | the elimination of $1.9 million of lease expense related to operating leases
that were bought out as part of the senior secured notes offering in October
2003.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

Gross profit on equipment rentals was negatively impacted by a $4.7 million net
increase in depreciation expense that resulted from rental fleet additions when
we bought out certain leases. 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.

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 $15.3 million for the three months ended September 30,
2004.

Gross profit margin on sales of equipment, merchandise, service, parts and
supplies increased from 33.2% in the third 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 third quarter
of 2004, $9.0 million of our gross profit was attributable to sales of used
equipment, of which $2.7 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 $6.3 million to a value of $8.6
million; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Depreciation expense associated with the equipment that was sold during the
period was $3.6 million less than it otherwise would have been if such equipment
had not been written down pursuant to Fresh-Start Reporting.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During the third quarter of 2003, $2.7 million of our gross profit was
attributable to sales of used equipment, of which $2.4 million was the result of
Fresh-Start Reporting as follows:

| |  | Equipment which was originally assigned a fair value of $5.9 million upon
emergence from bankruptcy was written down by $2.7 million to a value of $3.2
million; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Depreciation expense associated with the equipment that was sold during the
period was $0.3 million less than it otherwise would have been if such equipment
had not been written down pursuant to Fresh-Start Reporting.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Excluding the Fresh-Start adjustments, the normalized gross profit margin on
sales of equipment, merchandise, service, parts and supplies increased from
18.3% in the third quarter of 2003 to 31.2% for the same period in 2004. The
increase in the normalized margin is primarily related to the increase in the
margin on sales of used equipment from 5.2% in 2003 to 37.4% in 2004. In the
second half of 2003, following our emergence from bankruptcy, we sold older
fleet at auctions at narrower margins. As market conditions improved during
2004, we continued our focus on equipment sales targeting more sales through
retail channels at higher margins.

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

| |  | $4.6 million of compensation expense and sales commissions expense related to
additional employees to support 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";
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | $0.8 million of auto allowance expense due to the inception of a car allowance
program; and
| | - | -------------------------------------------------------------------------------------------

| |  | $0.3 million of compensation expense for the three months ended September 30,
2004 related to the amortization of restricted stock awards made to the new
management team.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The increase in operating expenses was partially offset by a decreased provision
for doubtful accounts and the recognition of cooperative advertising receivables
in the third 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 $1.4 million less provision during 2004 than
during the same period in 2003.

Selling, general and administrative expenses as a percentage of total revenue
were 17.6% and 17.7% for the three months ended September 30, 2004 and the three
months ended September 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
September 30, 2004, we recorded $6.4 million of interest expense and
amortization of debt issuance costs related to the senior secured notes issued
in October 2003 discussed below and (ii) during the three months ended September
30, 2004, we incurred $1.7 million lower interest expense due to the payoff of
purchase money financing with proceeds from the senior secured notes.

During the third quarter of 2004, tax claims related to the period before
bankruptcy were settled for $0.9 million lower than was originally anticipated
and accrued when the Company emerged from bankruptcy.

Nine Months Ended September 30, 2004 Compared to Nine
Months Ended September 30, 2003

`Nine Months Ended                   Variance
                                                                 September 30,             Favorable/(Unfavorable)
                                                           --------------------------    ---------------------------
                                                               2004           2003            $               %
                                                           -----------    -----------    -----------     -----------
                                                                  (unaudited)
                                                          (as restated)  (as restated)
                                                                           (dollars in thousands)
Revenue:
Equipment rentals...................................       $   342,047    $   311,914    $    30,133          9.7%
Sales of equipment, merchandise, service, parts and
   supplies.........................................            87,961         41,504         46,457        111.9
                                                           -----------    -----------    -----------     -----------
Total revenue.......................................           430,008        353,418         76,590         21.7
                                                           -----------    -----------    -----------     -----------

Cost of revenue:
Cost of equipment rentals...........................           184,160        185,757          1,597          0.9
Rental equipment depreciation and lease expense, and
   vehicle depreciation ............................            86,851         94,192          7,341          7.8
Cost of sales of equipment, merchandise, service,
   parts and supplies...............................            54,507         32,947        (21,560)       (65.4)
                                                           -----------    -----------    -----------     -----------
Total cost of revenue...............................           325,518        312,896        (12,622)        (4.0)
                                                           -----------    -----------    -----------     -----------

Gross profit:
Gross profit on equipment rentals including
   depreciation and lease expense...................            71,036         31,965         39,071        122.2
Gross profit on sales of equipment, merchandise,
   service, parts and supplies......................            33,454          8,557         24,897        291.0
                                                           -----------    -----------    -----------     -----------
Total gross profit .................................           104,490         40,522         63,968        157.9
                                                           -----------    -----------    -----------     -----------

Operating expenses:
Selling, general and administrative expenses........            82,374         69,227        (13,147)       (19.0)
Non-rental equipment depreciation and amortization..             5,271          7,776          2,505         32.2
                                                           -----------    -----------    -----------     -----------
Operating income (loss).............................            16,845        (36,481)        53,326
                                                           -----------    -----------    -----------     -----------

Interest expense, net...............................            23,058          8,209        (14,849)      (180.9)
Reversal of pre-petition tax liabilities............              (893)             -            893
Other, net..........................................              (331)          (302)            29          9.6
                                                           -----------    -----------    -----------     -----------
                                                                21,834          7,907        (13,927)      (176.1)
                                                           -----------    -----------    -----------     -----------

Loss before reorganization Items....................            (4,989)       (44,388)        39,399         88.8
Reorganization items, net...........................                 -     (1,401,121)    (1,401,121)      (100.0)
                                                           -----------    -----------    -----------     -----------
Net income (loss)...................................       $    (4,989)   $ 1,356,733    $(1,361,722)            %
                                                           ===========    ===========    ===========     ===========`

Revenue. Revenue from equipment rentals was positively impacted for the
nine months ended September 30, 2004 by improved pricing as well as a $2.0
million increase in revenue at our NationsRent at Lowe's stores that opened in
2003.

Utilization for the nine months ended September 30, 2004 was 48.2% compared to
43.5% in the nine months ended September 30, 2003. We believe that the better
pricing as discussed above was the key factor in the increase.

The primary drivers for the increase in sales of equipment, merchandise,
service, parts and supplies were increases of $32.0 million, or 192.6%, in sales
of used equipment and $10.5 million, or 93.4%, in sales of new 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 beginning in July 2003. 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 10.2% in the nine months ended
September 30, 2003 to 20.8% in the nine months ended September 30, 2004. Gross
profit on equipment rentals was positively impacted by:

| |  | a $30.1 million increase in revenue; and
| | - | ----------------------------------------

| |  | the elimination of $29.0 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 and with the
proceeds from the senior secured notes.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Gross profit on equipment rentals was negatively impacted by:

| |  | a $14.8 million net increase in depreciation expense that resulted from rental
fleet 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 $4.9 million increase in repair and maintenance expense primarily related to
the increase in rental revenue discussed above and an increase in the average
age of our rental fleet from approximately 45.9 months in 2003 to approximately
48.4 months in 2004.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 $31.1 million for the nine months ended September 30,
2004.

Gross profit margin on sales of equipment, merchandise, service, parts and
supplies increased from 20.6% in the nine months ended September 30, 2003 to
38.0% for the nine months ended September 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 nine months ended September 30, 2004, $23.3 million of
our gross profit was attributable to disposal of used equipment, of which $11.5
million was the result of implementing Fresh-Start Reporting as follows:

| |  | Equipment which was originally assigned a fair value of $48.5 million upon
emergence from bankruptcy was written down by $20.7 million to a value of $27.8
million; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Depreciation expense associated with the equipment that was sold during the
period was $9.2 million less than it otherwise would have been if such equipment
had not been written down pursuant to Fresh-Start Reporting.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During the nine months ended September 30, 2003, $2.5 million of our gross
profit was attributable to sales of used equipment, of which $2.9 million was
the result of Fresh-Start Reporting as follows:

| |  | Equipment which was originally assigned a fair value of $6.9 million upon
emergence from bankruptcy was written down by $3.2 million to a value of $3.7
million; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Depreciation expense associated with the equipment that was sold during the
period was $0.3 million less than it otherwise would have been if such equipment
had not been written down pursuant to Fresh-Start Reporting.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Excluding the Fresh-Start adjustments, the normalized gross profit margin on
sales of equipment, merchandise, service, parts and supplies increased from
13.8% during the first nine months of 2003 to 24.9% for the same period in 2004.
The increase in the normalized margin is primarily related to the increase in
the margin on sales of used equipment from a loss in 2003 to 24.2% in 2004. We
sold used equipment at a loss during the first nine months of 2003. As market
conditions improved during 2004, we continued our focus on equipment sales
targeting more sales through retail channels at higher margins.

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

| |  | $8.9 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;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | $3.4 million of compensation expense for the nine months ended September 30,
2004 related to the amortization of restricted stock awards made to the new
management team; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | $1.8 million of auto allowance expense due to the inception of a car allowance
program.
| | - | ---------------------------------------------------------------------------------------

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 $3.5 million less provision during 2004 than
during the same period in 2003.

Selling, general and administrative expenses as a percentage of total revenue
were 19.2% and 19.6 % for the nine months ended September 30, 2004 and September
30, 2003, respectively.

Other income and expense. The increase in interest expense was related
primarily to the following two factors: (i) during the nine months ended
September 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 nine months ended
September 30, 2004, we recorded $18.9 million of interest expense and
amortization of debt issuance costs related to the senior secured notes issued
in October 2003 discussed below.

During the third quarter of 2004, tax claims related to the period before
bankruptcy were settled for $0.9 million lower than was originally anticipated
and accrued when the Company emerged from bankruptcy.

Reorganization items, net. For 2003, 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 operating activities 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

Nine Months ended September 30, 2004. The net cash provided by our
operations was $96.9 million for the nine months ended September 30, 2004. The
increase over the comparable period in 2003 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
$112.3 million for the nine months ended September 30, 2004, primarily
reflecting $150.4 million of rental equipment/fleet purchases and $11.9 million
for purchases of and improvements to property and equipment, partially offset by
$50.1 million of proceeds from the disposal of rental equipment and vehicles. Cash used by
financing activities during the nine months ended September 30, 2004 of $1.9
million was due to repayments of debt and payment of debt issuance costs.

Cash Flow for 2003

Four Months ended September 30, 2003. The net cash provided by our
operations was $56.0 million for the four months ended September 30, 2003. Net
cash used in investing activities was $85.8 million for the four months ended
September 30, 2003, primarily reflecting $88.1 million of rental fleet purchases
and $5.5 million for purchases of and improvements to property and equipment,
partially offset by $7.9 million of proceeds from the disposal of rental
equipment and vehicles. Cash provided by financing activities during the four
months ended September 30, 2003 was $22.5 million and was primarily a result of
$110.6 million of proceeds from the issuance of convertible notes, and $64.0
million of proceeds from the issuance of preferred and common stock, partially
offset by $144.6 million of repayments of debt and the payment of $7.4 million
of debt issuance 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, partially 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 are expected to 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, payroll-related expenditures, working capital
and debt service. We estimate that equipment expenditures over the next twelve
months will range between $80.0 million and $100.0 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 $15.0 million and $25.0 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
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. In
addition, we may explore new store openings and acquisitions that are available
on favorable pricing terms. If any such activities are significant, we may be
required to raise additional capital through additional debt or equity
financing.

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 $36.7 million of availability as of
September 30, 2004 and other equipment financing arrangements.

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 SEC with respect to the 9 1/2% senior
secured notes (the "New Notes", and together with the Original Notes, the
"Senior Secured 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 were 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. In September 2004 we
completed the exchange offer with 100% of the Original Notes being exchanged for
New Notes.

The Senior Secured 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 certificate dated June 14, 2004, our collateral
value coverage ratio was 2.46 to 1.00.

Beginning on April 15, 2004, we pay interest on the Senior Secured Notes
semi-annually in cash, in arrears, on October 15 and April 15 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 Senior Secured 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 Senior Secured 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 (the "Working Capital
Facilty"). 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 September 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 $36.7 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 September 30, 2004, we had a debt-to-cash flow ratio of
2.14 to 1.00.

Our Working Capital Facility also defines certain 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 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 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. In September 2004, the
SEC issued an order granting us the requested exemption.

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 report may include "forward-looking
statement" 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.
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. Important factors that could cause actual results to differ
materially from our forward-looking statements are set forth below and elsewhere
in this 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 compare
our future financial statements with prior periods may be limited.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------

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

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

| |  | Operating losses may decrease our future cash flow which would limit our ability
to reinvest in our business and obtain financing, primarily for the purchase of
new rental equipment, and may cause us not to have enough funds to satisfy our
debt obligations.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 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 negatively
impacted.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| |  | Disruptions in our information technology systems could limit our ability 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.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 September 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 the errors related to
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 of 2002 (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 6: Exhibits and Reports on Form 8-K

| | (a) | Exhibits:
| | --- | ---------

|ExhibitNumber | Description
|------------- | -----------

|2.1 | First Amended Joint Plan of Reorganization of NationsRent, Inc. and its Debtor
Subsidiaries, dated February 7, 2003, as filed in the United States Bankruptcy
Court District of Delaware on February 11, 2003*(1)
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.2 | 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 | Certificate of Incorporation of the Company*
|--- | --------------------------------------------

|3.2 | Certificate of Amendment of Certificate of Incorporation of the Company*
|--- | ------------------------------------------------------------------------

|3.3 | Certificate of Amendment of Certificate of Incorporation of the Company*
|--- | ------------------------------------------------------------------------

|3.4 | Certificate of Designation for Series A Preferred Stock of the Company*
|--- | -----------------------------------------------------------------------

|3.5 | Certificate of Amendment to Certificate of Designation for Series
A Preferred Stock*
|--- | ------------------------------------------------------------------------------------

|3.6 | By-Laws of the Company*
|--- | -----------------------

|3.7 | Certificate of Incorporation of NationsRent, Inc.*
|--- | --------------------------------------------------

|3.8 | By-Laws of NationsRent, Inc.*
|--- | -----------------------------

|3.9 | Certificate of Incorporation of Las Olas Fourteen Corporation*
|--- | --------------------------------------------------------------

|3.10 | By-Laws of Las Olas Fourteen Corporation*
|---- | -----------------------------------------

|3.11 | Certificate of Incorporation of Las Olas Twelve Corporation*
|---- | ------------------------------------------------------------

|3.12 | By-Laws of Las Olas Twelve Corporation*
|---- | ---------------------------------------

|3.13 | Certificate of Incorporation of NRGP, Inc., as amended*
|---- | -------------------------------------------------------

|3.14 | By-Laws of NRGP, Inc.*
|---- | ----------------------

|3.15 | Certificate of Incorporation of NationsRent USA, Inc.*
|---- | ------------------------------------------------------

|3.16 | By-Laws of NationsRent USA, Inc.*
|---- | ---------------------------------

|3.17 | Certificate of Incorporation of NationsRent West, Inc.*
|---- | -------------------------------------------------------

|3.18 | By-Laws of NationsRent West, Inc.*
|---- | ----------------------------------

|3.19 | Certificate of Incorporation of Logan Equipment Corp., as amended*
|---- | ------------------------------------------------------------------

|3.20 | By-Laws of Logan Equipment Corp.*
|---- | ---------------------------------

|3.21 | Certificate of Incorporation of NationsRent Transportation Services, Inc.*
|---- | --------------------------------------------------------------------------

|3.22 | By-Laws of NationsRent Transportation Services, Inc.*
|---- | -----------------------------------------------------

|3.23 | Articles of Incorporation of BDK Equipment Company, Inc.*
|---- | ---------------------------------------------------------

|3.24 | Amended and Restated Bylaws of BDK Equipment Company, Inc.*
|---- | -----------------------------------------------------------

|3.25 | Certificate of Incorporation of NR Delaware, Inc.*
|---- | --------------------------------------------------

|3.26 | By-Laws of NR Delaware, Inc.*
|---- | -----------------------------

|3.27 | Certificate of Limited Partnership of NationsRent of Texas, LP*
|---- | ---------------------------------------------------------------

|3.28 | Amended and Restated Agreement of Limited Partnership of
NationsRent of Texas, LP*
|---- | ----------------------------------------------------------------------------------

|4.1 | 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.*
|----- | -----------------------------------------------------------------------------------------------------------

|10.28 | Employment agreement, effective May 20, 2004, by and between the Company and
Gary N. Golden***
|----- | ----------------------------------------------------------------------------------------------

|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.
|-- | ----------------------------------------------------------------------------------------------------------------------

|*** | Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 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 filed a Current Report on Form 8-K with the Securities and Exchange
Commission dated August 18, 2004 providing supplemental information regarding
the Company's interim financial statements for the periods ended June 30, 2004.

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.

| | NATIONSRENT COMPANIES, INC.
(Registrant)
| | ----------------------------------------

|Dated:  March 30, 2005 | 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
|---------------------- | ----------------------------------------------------------------------------------------------

Exhibit Index

|ExhibitNumber | Description
|------------- | -----------

|2.1 | First Amended Joint Plan of Reorganization of NationsRent, Inc. and its Debtor
Subsidiaries, dated February 7, 2003, as filed in the United States Bankruptcy
Court District of Delaware on February 11, 2003*(1)
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.2 | 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 | Certificate of Incorporation of the Company*
|--- | --------------------------------------------

|3.2 | Certificate of Amendment of Certificate of Incorporation of the Company*
|--- | ------------------------------------------------------------------------

|3.3 | Certificate of Amendment of Certificate of Incorporation of the Company*
|--- | ------------------------------------------------------------------------

|3.4 | Certificate of Designation for Series A Preferred Stock of the Company*
|--- | -----------------------------------------------------------------------

|3.5 | Certificate of Amendment to Certificate of Designation for Series
A Preferred Stock*
|--- | ------------------------------------------------------------------------------------

|3.6 | By-Laws of the Company*
|--- | -----------------------

|3.7 | Certificate of Incorporation of NationsRent, Inc.*
|--- | --------------------------------------------------

|3.8 | By-Laws of NationsRent, Inc.*
|--- | -----------------------------

|3.9 | Certificate of Incorporation of Las Olas Fourteen Corporation*
|--- | --------------------------------------------------------------

|3.10 | By-Laws of Las Olas Fourteen Corporation*
|---- | -----------------------------------------

|3.11 | Certificate of Incorporation of Las Olas Twelve Corporation*
|---- | ------------------------------------------------------------

|3.12 | By-Laws of Las Olas Twelve Corporation*
|---- | ---------------------------------------

|3.13 | Certificate of Incorporation of NRGP, Inc., as amended*
|---- | -------------------------------------------------------

|3.14 | By-Laws of NRGP, Inc.*
|---- | ----------------------

|3.15 | Certificate of Incorporation of NationsRent USA, Inc.*
|---- | ------------------------------------------------------

|3.16 | By-Laws of NationsRent USA, Inc.*
|---- | ---------------------------------

|3.17 | Certificate of Incorporation of NationsRent West, Inc.*
|---- | -------------------------------------------------------

|3.18 | By-Laws of NationsRent West, Inc.*
|---- | ----------------------------------

|3.19 | Certificate of Incorporation of Logan Equipment Corp., as amended*
|---- | ------------------------------------------------------------------

|3.20 | By-Laws of Logan Equipment Corp.*
|---- | ---------------------------------

|3.21 | Certificate of Incorporation of NationsRent Transportation Services, Inc.*
|---- | --------------------------------------------------------------------------

|3.22 | By-Laws of NationsRent Transportation Services, Inc.*
|---- | -----------------------------------------------------

|3.23 | Articles of Incorporation of BDK Equipment Company, Inc.*
|---- | ---------------------------------------------------------

|3.24 | Amended and Restated Bylaws of BDK Equipment Company, Inc.*
|---- | -----------------------------------------------------------

|3.25 | Certificate of Incorporation of NR Delaware, Inc.*
|---- | --------------------------------------------------

|3.26 | By-Laws of NR Delaware, Inc.*
|---- | -----------------------------

|3.27 | Certificate of Limited Partnership of NationsRent of Texas, LP*
|---- | ---------------------------------------------------------------

|3.28 | Amended and Restated Agreement of Limited Partnership of
NationsRent of Texas, LP*
|---- | ----------------------------------------------------------------------------------

|4.1 | 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.*
|----- | -----------------------------------------------------------------------------------------------------------

|10.28 | Employment agreement, effective May 20, 2004, by and between the Company and
Gary N. Golden***
|----- | ----------------------------------------------------------------------------------------------

|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.
|-- | ----------------------------------------------------------------------------------------------------------------------

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

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

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