Delaware | 001-14387 | 06-1522496 | ||
Delaware | 001-13663 | 86-0933835 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
100 First Stamford Place, Suite 700 | ||
Stamford, Connecticut | 06902 | |
(Address of Principal Executive Offices) | (Zip Code) |
(Former name or former address if changed since last report.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter): | |
Emerging growth company | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | o |
UNITED RENTALS, INC. | ||
By: | /S/ Craig A. Pintoff | |
Name: Craig A. Pintoff | ||
Title: Executive Vice President, Chief Administrative and Legal Officer | ||
UNITED RENTALS (NORTH AMERICA), INC. | ||
By: | /S/ Craig A. Pintoff | |
Name: Craig A. Pintoff | ||
Title: Executive Vice President, Chief Administrative and Legal Officer |
Exhibit No. | Description | |
99.1 |
• | Rental Revenue: Rental revenue3 increased 23.0% and 7.2% year-over-year on an actual and pro forma basis, respectively, to a first quarter record of $1.795 billion. The company realized broad-based growth across its geographic markets and vertical end-markets on both an actual and pro forma basis. |
1. | The company completed the acquisitions of BakerCorp International Holdings, Inc. (“BakerCorp”) and Vander Holding Corporation and its subsidiaries (“BlueLine”) in July 2018 and October 2018, respectively. BakerCorp and BlueLine are included in the company's results subsequent to the acquisition dates. Pro forma results reflect the combination of United Rentals, BakerCorp and BlueLine for all periods presented. The acquired BakerCorp locations are reflected in the Trench, Power and Fluid Solutions specialty segment. |
2. | Adjusted EPS (earnings per share) and adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) are non-GAAP measures as defined in the tables below. See the tables below for amounts and reconciliations to the most comparable GAAP measures. Adjusted EBITDA margin represents adjusted EBITDA divided by total revenue. |
3. | Rental revenue includes owned equipment rental revenue, re-rent revenue and ancillary revenue. |
• | Fleet Productivity4: Within rental revenue, fleet productivity decreased 1.3% year-over-year, primarily due to the impact of the BakerCorp and BlueLine acquisitions. On a pro forma basis, fleet productivity increased 2.2%, reflecting improvements in rental rates and fleet mix, partially offset by a decline in time utilization due largely to the integration of recent acquisitions and adverse weather. |
• | Used Equipment: The company generated $192 million of proceeds from used equipment sales at a GAAP gross margin of 34.9% and an adjusted gross margin of 49.0%5; this compares with $181 million at a GAAP gross margin of 40.9% and an adjusted gross margin of 54.1% for the same period last year. The year-over-year decrease in GAAP gross margin was primarily due to lower-margin sales of fleet acquired with BlueLine. The year-over-year decrease in adjusted gross margin was primarily due to 2018 sales of more fully depreciated assets acquired in the NES acquisition. |
• | Profitability: Net income decreased 4.4% year-over-year to $175 million, primarily due to an increase in interest expense associated with debt issued to fund the BakerCorp and BlueLine acquisitions. Adjusted EBITDA increased 18.1% year-over-year to $921 million while adjusted EBITDA margin decreased 150 basis points to 43.5%. The decline in adjusted EBITDA margin primarily reflected the acquisitions of BakerCorp and BlueLine. On a pro forma basis, adjusted EBITDA margin increased 30 basis points year-over-year. |
• | Specialty: Rental revenue for the company’s specialty segment, Trench, Power and Fluid Solutions, increased by 44.2% year-over-year, including a 9.5% increase on a same store basis. Rental gross margin decreased by 390 basis points to 42.2%, primarily due to the expected impact of acquisitions and, to a lesser extent, an increase in lower-margin re-rent revenues. |
• | Cash flow: Net cash from operating activities increased 3.9% to $667 million and free cash flow6, including aggregated merger and restructuring payments, increased 11.4% to $575 million. Free cash flow for the first quarter of 2019 included rental gross capital expenditures of $257 million, an 8.2% decrease from a year ago. |
• | Capital Allocation: During the first quarter, the company reduced net debt by $150 million relative to year-end 2018 levels, repurchased $210 million of common stock and reduced its average diluted share count by 6.1% year-over-year. As of March 31, 2019, the company has repurchased $630 million of common stock under its current $1.25 billion repurchase program. Over the last 12 months, the company has repurchased $798 million of its common stock. |
Current Outlook | ||
Total revenue | $9.15 billion to $9.55 billion | |
Adjusted EBITDA7 | $4.35 billion to $4.55 billion | |
Net rental capital expenditures after gross purchases | $1.4 billion to $1.55 billion, after gross purchases of $2.15 billion to $2.3 billion | |
Net cash provided by operating activities | $2.85 billion to $3.2 billion | |
Free cash flow (excluding the impact of merger and restructuring related payments) | $1.3 billion to $1.5 billion |
4. | Fleet productivity reflects the combined impact of changes in rental rates, time utilization and mix on owned equipment rental revenue. See “Fleet Productivity Operating Metric” below for more information. |
5. | Used equipment sales adjusted gross margin excludes the impact of the fair value mark-up of acquired RSC, NES, Neff and BlueLine fleet that was sold. |
6. | Free cash flow is a non-GAAP measure. See the table below for amounts and a reconciliation to the most comparable GAAP measure. |
7. | Information reconciling forward-looking adjusted EBITDA to the comparable GAAP financial measures is unavailable to the company without unreasonable effort, as discussed below. |
Year-over-year change in average OEC | Assumed year-over-year inflation impact (1) | Fleet productivity (2) | Contribution from ancillary and re-rent revenue (3) | Total change in rental revenue | ||||||
First Quarter 2019 | ||||||||||
Actual | 23.7% | (1.5)% | (1.3)% | 2.1% | 23.0% | |||||
Pro forma | 5.7% | (1.5)% | 2.2% | 0.8% | 7.2% |
(1) | Reflects the estimated impact of inflation on the revenue productivity of fleet based on OEC, which is recorded at cost. |
(2) | Reflects the combined impact of changes in rental rates, time utilization, and mix on owned equipment rental revenue. Changes in customers, fleet, geographies and segments all contribute to changes in mix. |
(3) | Reflects the combined impact of changes in other types of equipment rental revenue: ancillary and re-rent (excludes owned equipment rental revenue). |
Three Months Ended | |||||||
March 31, | |||||||
2019 | 2018 | ||||||
Revenues: | |||||||
Equipment rentals | $ | 1,795 | $ | 1,459 | |||
Sales of rental equipment | 192 | 181 | |||||
Sales of new equipment | 62 | 42 | |||||
Contractor supplies sales | 24 | 18 | |||||
Service and other revenues | 44 | 34 | |||||
Total revenues | 2,117 | 1,734 | |||||
Cost of revenues: | |||||||
Cost of equipment rentals, excluding depreciation | 742 | 592 | |||||
Depreciation of rental equipment | 395 | 322 | |||||
Cost of rental equipment sales | 125 | 107 | |||||
Cost of new equipment sales | 54 | 37 | |||||
Cost of contractor supplies sales | 17 | 12 | |||||
Cost of service and other revenues | 23 | 18 | |||||
Total cost of revenues | 1,356 | 1,088 | |||||
Gross profit | 761 | 646 | |||||
Selling, general and administrative expenses | 280 | 232 | |||||
Merger related costs | 1 | 1 | |||||
Restructuring charge | 8 | 2 | |||||
Non-rental depreciation and amortization | 104 | 71 | |||||
Operating income | 368 | 340 | |||||
Interest expense, net | 151 | 109 | |||||
Other income, net | (3 | ) | (1 | ) | |||
Income before provision for income taxes | 220 | 232 | |||||
Provision for income taxes | 45 | 49 | |||||
Net income | $ | 175 | $ | 183 | |||
Diluted earnings per share | $ | 2.19 | $ | 2.15 |
March 31, 2019 | December 31, 2018 | ||||||
ASSETS | |||||||
Cash and cash equivalents | $ | 52 | $ | 43 | |||
Accounts receivable, net | 1,487 | 1,545 | |||||
Inventory | 123 | 109 | |||||
Prepaid expenses and other assets | 58 | 64 | |||||
Total current assets | 1,720 | 1,761 | |||||
Rental equipment, net | 9,438 | 9,600 | |||||
Property and equipment, net | 580 | 614 | |||||
Goodwill | 5,121 | 5,058 | |||||
Other intangible assets, net | 1,089 | 1,084 | |||||
Operating lease right-of-use assets (1) | 622 | — | |||||
Other long-term assets | 16 | 16 | |||||
Total assets | $ | 18,586 | $ | 18,133 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Short-term debt and current maturities of long-term debt | $ | 930 | $ | 903 | |||
Accounts payable | 557 | 536 | |||||
Accrued expenses and other liabilities (1) | 751 | 677 | |||||
Total current liabilities | 2,238 | 2,116 | |||||
Long-term debt | 10,676 | 10,844 | |||||
Deferred taxes | 1,714 | 1,687 | |||||
Operating lease liabilities (1) | 497 | — | |||||
Other long-term liabilities | 86 | 83 | |||||
Total liabilities | 15,211 | 14,730 | |||||
Common stock | 1 | 1 | |||||
Additional paid-in capital | 2,394 | 2,408 | |||||
Retained earnings | 4,276 | 4,101 | |||||
Treasury stock | (3,080 | ) | (2,870 | ) | |||
Accumulated other comprehensive loss | (216 | ) | (237 | ) | |||
Total stockholders’ equity | 3,375 | 3,403 | |||||
Total liabilities and stockholders’ equity | $ | 18,586 | $ | 18,133 |
(1) | In 2019, we adopted an updated lease accounting standard that resulted in the recognition of operating lease right-of-use assets and lease liabilities. Accrued expenses and other liabilities as of March 31, 2019 includes $169 million of current operating lease liabilities. We adopted this standard using a transition method that does not require application to periods prior to adoption. |
Three Months Ended | |||||||
March 31, | |||||||
2019 | 2018 | ||||||
Cash Flows From Operating Activities: | |||||||
Net income | $ | 175 | $ | 183 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 499 | 393 | |||||
Amortization of deferred financing costs and original issue discounts | 4 | 3 | |||||
Gain on sales of rental equipment | (67 | ) | (74 | ) | |||
Gain on sales of non-rental equipment | (2 | ) | (1 | ) | |||
Gain on insurance proceeds from damaged equipment | (7 | ) | (2 | ) | |||
Stock compensation expense, net | 15 | 19 | |||||
Merger related costs | 1 | 1 | |||||
Restructuring charge | 8 | 2 | |||||
Increase in deferred taxes | 21 | 37 | |||||
Changes in operating assets and liabilities: | |||||||
Decrease in accounts receivable | 73 | 80 | |||||
Increase in inventory | (9 | ) | (9 | ) | |||
Decrease in prepaid expenses and other assets | 12 | 42 | |||||
Increase in accounts payable | 18 | 103 | |||||
Decrease in accrued expenses and other liabilities | (74 | ) | (135 | ) | |||
Net cash provided by operating activities | 667 | 642 | |||||
Cash Flows From Investing Activities: | |||||||
Purchases of rental equipment | (257 | ) | (280 | ) | |||
Purchases of non-rental equipment | (42 | ) | (33 | ) | |||
Proceeds from sales of rental equipment | 192 | 181 | |||||
Proceeds from sales of non-rental equipment | 8 | 4 | |||||
Insurance proceeds from damaged equipment | 7 | 2 | |||||
Purchases of other companies, net of cash acquired | (173 | ) | (52 | ) | |||
Net cash used in investing activities | (265 | ) | (178 | ) | |||
Cash Flows From Financing Activities: | |||||||
Proceeds from debt | 1,427 | 2,256 | |||||
Payments of debt | (1,572 | ) | (2,563 | ) | |||
Payments of financing costs | (9 | ) | — | ||||
Proceeds from the exercise of common stock options | 4 | 1 | |||||
Common stock repurchased (1) | (243 | ) | (226 | ) | |||
Net cash used in financing activities | (393 | ) | (532 | ) | |||
Effect of foreign exchange rates | — | (6 | ) | ||||
Net increase (decrease) in cash and cash equivalents | 9 | (74 | ) | ||||
Cash and cash equivalents at beginning of period | 43 | 352 | |||||
Cash and cash equivalents at end of period | $ | 52 | $ | 278 | |||
Supplemental disclosure of cash flow information: | |||||||
Cash paid for income taxes, net | $ | 4 | $ | 10 | |||
Cash paid for interest | 179 | 153 |
(1) | We have an open $1.25 billion share repurchase program that commenced in July 2018. We intend to complete the program in 2019. The common stock repurchases include i) shares repurchased pursuant to our share repurchase programs and ii) shares withheld to satisfy tax withholding obligations upon the vesting of restricted stock unit awards. |
Three Months Ended | |||||
March 31, | |||||
2019 | 2018 | Change | |||
General Rentals | |||||
Reportable segment equipment rentals revenue | $1,423 | $1,201 | 18.5% | ||
Reportable segment equipment rentals gross profit | 501 | 426 | 17.6% | ||
Reportable segment equipment rentals gross margin | 35.2% | 35.5% | (30) bps | ||
Trench, Power and Fluid Solutions | |||||
Reportable segment equipment rentals revenue | $372 | $258 | 44.2% | ||
Reportable segment equipment rentals gross profit | 157 | 119 | 31.9% | ||
Reportable segment equipment rentals gross margin | 42.2% | 46.1% | (390) bps | ||
Total United Rentals | |||||
Total equipment rentals revenue | $1,795 | $1,459 | 23.0% | ||
Total equipment rentals gross profit | 658 | 545 | 20.7% | ||
Total equipment rentals gross margin | 36.7% | 37.4% | (70) bps |
Three Months Ended | |||||||
March 31, | |||||||
2019 | 2018 | ||||||
Numerator: | |||||||
Net income available to common stockholders | $ | 175 | $ | 183 | |||
Denominator: | |||||||
Denominator for basic earnings per share—weighted-average common shares | 79.4 | 84.3 | |||||
Effect of dilutive securities: | |||||||
Employee stock options | 0.3 | 0.4 | |||||
Restricted stock units | 0.3 | 0.5 | |||||
Denominator for diluted earnings per share—adjusted weighted-average common shares | 80.0 | 85.2 | |||||
Diluted earnings per share | $ | 2.19 | $ | 2.15 |
Three Months Ended | |||||||
March 31, | |||||||
2019 | 2018 | ||||||
Earnings per share - GAAP, as reported | $ | 2.19 | $ | 2.15 | |||
After-tax impact of: | |||||||
Merger related costs (2) | 0.01 | 0.01 | |||||
Merger related intangible asset amortization (3) | 0.64 | 0.39 | |||||
Impact on depreciation related to acquired fleet and property and equipment (4) | 0.14 | 0.09 | |||||
Impact of the fair value mark-up of acquired fleet (5) | 0.25 | 0.21 | |||||
Restructuring charge (6) | 0.07 | 0.02 | |||||
Asset impairment charge (7) | 0.01 | — | |||||
Earnings per share - adjusted | $ | 3.31 | $ | 2.87 | |||
Tax rate applied to above adjustments (1) | 25.4 | % | 25.3 | % |
(1) | The tax rates applied to the adjustments reflect the statutory rates in the applicable entities. |
(2) | Reflects transaction costs associated with the NES, Neff, BakerCorp and BlueLine acquisitions. We have made a number of acquisitions in the past and may continue to make acquisitions in the future. Merger related costs only include costs associated with major acquisitions that significantly impact our operations. The historic acquisitions that have included merger related costs are RSC, which had annual revenues of approximately $1.5 billion prior to the acquisition, and National Pump, which had annual revenues of over $200 million prior to the acquisition. NES had annual revenues of approximately $369 million, Neff had annual revenues of approximately $413 million, BakerCorp had annual revenues of approximately $295 million and BlueLine had annual revenues of approximately $786 million. |
(3) | Reflects the amortization of the intangible assets acquired in the RSC, National Pump, NES, Neff, BakerCorp and BlueLine acquisitions. |
(4) | Reflects the impact of extending the useful lives of equipment acquired in the RSC, NES, Neff, BakerCorp and BlueLine acquisitions, net of the impact of additional depreciation associated with the fair value mark-up of such equipment. |
(5) | Reflects additional costs recorded in cost of rental equipment sales associated with the fair value mark-up of rental equipment acquired in the RSC, NES, Neff and BlueLine acquisitions and subsequently sold. |
(6) | Primarily reflects severance and branch closure charges associated with our closed restructuring programs and our current restructuring programs. We only include such costs that are part of a restructuring program as restructuring charges. Since the first such restructuring program was initiated in 2008, we have completed four restructuring programs. We have cumulatively incurred total restructuring charges of $323 million under our restructuring programs. |
(7) | Reflects write-offs of leasehold improvements and other fixed assets. |
Three Months Ended | |||||||
March 31, | |||||||
2019 | 2018 | ||||||
Net income | $ | 175 | $ | 183 | |||
Provision for income taxes | 45 | 49 | |||||
Interest expense, net | 151 | 109 | |||||
Depreciation of rental equipment | 395 | 322 | |||||
Non-rental depreciation and amortization | 104 | 71 | |||||
EBITDA (A) | $ | 870 | $ | 734 | |||
Merger related costs (1) | 1 | 1 | |||||
Restructuring charge (2) | 8 | 2 | |||||
Stock compensation expense, net (3) | 15 | 19 | |||||
Impact of the fair value mark-up of acquired fleet (4) | 27 | 24 | |||||
Adjusted EBITDA (B) | $ | 921 | $ | 780 |
(1) | Reflects transaction costs associated with the NES, Neff, BakerCorp and BlueLine acquisitions. We have made a number of acquisitions in the past and may continue to make acquisitions in the future. Merger related costs only include costs associated with major acquisitions that significantly impact our operations. The historic acquisitions that have included merger related costs are RSC, which had annual revenues of approximately $1.5 billion prior to the acquisition, and National Pump, which had annual revenues of over $200 million prior to the acquisition. NES had annual revenues of approximately $369 million, Neff had annual revenues of approximately $413 million, BakerCorp had annual revenues of approximately $295 million and BlueLine had annual revenues of approximately $786 million. |
(2) | Primarily reflects severance and branch closure charges associated with our closed restructuring programs and our current restructuring program. We only include such costs that are part of a restructuring program as restructuring charges. Since the first such restructuring program was initiated in 2008, we have completed four restructuring programs. We have cumulatively incurred total restructuring charges of $323 million under our restructuring programs. |
(3) | Represents non-cash, share-based payments associated with the granting of equity instruments. |
(4) | Reflects additional costs recorded in cost of rental equipment sales associated with the fair value mark-up of rental equipment acquired in the RSC, NES, Neff and BlueLine acquisitions and subsequently sold. |
Three Months Ended | |||||||
March 31, | |||||||
2019 | 2018 | ||||||
Net cash provided by operating activities | $ | 667 | $ | 642 | |||
Adjustments for items included in net cash provided by operating activities but excluded from the calculation of EBITDA: | |||||||
Amortization of deferred financing costs and original issue discounts | (4 | ) | (3 | ) | |||
Gain on sales of rental equipment | 67 | 74 | |||||
Gain on sales of non-rental equipment | 2 | 1 | |||||
Gain on insurance proceeds from damaged equipment | 7 | 2 | |||||
Merger related costs (1) | (1 | ) | (1 | ) | |||
Restructuring charge (2) | (8 | ) | (2 | ) | |||
Stock compensation expense, net (3) | (15 | ) | (19 | ) | |||
Changes in assets and liabilities | (28 | ) | (123 | ) | |||
Cash paid for interest | 179 | 153 | |||||
Cash paid for income taxes, net | 4 | 10 | |||||
EBITDA | $ | 870 | $ | 734 | |||
Add back: | |||||||
Merger related costs (1) | 1 | 1 | |||||
Restructuring charge (2) | 8 | 2 | |||||
Stock compensation expense, net (3) | 15 | 19 | |||||
Impact of the fair value mark-up of acquired fleet (4) | 27 | 24 | |||||
Adjusted EBITDA | $ | 921 | $ | 780 |
(1) | Reflects transaction costs associated with the NES, Neff, BakerCorp and BlueLine acquisitions. We have made a number of acquisitions in the past and may continue to make acquisitions in the future. Merger related costs only include costs associated with major acquisitions that significantly impact our operations. The historic acquisitions that have included merger related costs are RSC, which had annual revenues of approximately $1.5 billion prior to the acquisition, and National Pump, which had annual revenues of over $200 million prior to the acquisition. NES had annual revenues of approximately $369 million, Neff had annual revenues of approximately $413 million, BakerCorp had annual revenues of approximately $295 million and BlueLine had annual revenues of approximately $786 million. |
(2) | Primarily reflects severance and branch closure charges associated with our closed restructuring programs and our current restructuring program. We only include such costs that are part of a restructuring program as restructuring charges. Since the first such restructuring program was initiated in 2008, we have completed four restructuring programs. We have cumulatively incurred total restructuring charges of $323 million under our restructuring programs. |
(3) | Represents non-cash, share-based payments associated with the granting of equity instruments. |
(4) | Reflects additional costs recorded in cost of rental equipment sales associated with the fair value mark-up of rental equipment acquired in the RSC, NES, Neff and BlueLine acquisitions and subsequently sold. |
Three Months Ended | |||||||
March 31, | |||||||
2019 | 2018 | ||||||
Net cash provided by operating activities | $ | 667 | $ | 642 | |||
Purchases of rental equipment | (257 | ) | (280 | ) | |||
Purchases of non-rental equipment | (42 | ) | (33 | ) | |||
Proceeds from sales of rental equipment | 192 | 181 | |||||
Proceeds from sales of non-rental equipment | 8 | 4 | |||||
Insurance proceeds from damaged equipment | 7 | 2 | |||||
Free cash flow (1) | $ | 575 | $ | 516 |
(1) | Free cash flow included aggregate merger and restructuring related payments of $8 million and $10 million for the three months ended March 31, 2019 and 2018, respectively. |
Net cash provided by operating activities | $2,850- $3,200 | |
Purchases of rental equipment | $(2,150)-$(2,350) | |
Proceeds from sales of rental equipment | $700-$800 | |
Purchases of non-rental equipment, net of proceeds from sales and insurance proceeds from damaged equipment | $(100)-$(200) | |
Free cash flow (excluding the impact of merger and restructuring related payments) | $1,300- $1,500 |
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