EX-99.2 3 d345604dex992.htm UNAUDITED FINANCIAL STATEMENTS OF RSC HOLDINGS INC. Unaudited financial statements of RSC Holdings Inc.

Exhibit 99.2

RSC Holdings Inc.

Unaudited Financial Statements


RSC Holdings Inc. Table of Contents

 

Financial Statements (unaudited)

     2   

Condensed Consolidated Balance Sheets at March 31, 2012, and December 31, 2011

     2   

Condensed Consolidated Statements of Operations for the three months ended March 31, 2012, and March 31, 2011

     3   

Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2012, and March 31, 2011

     4   

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2012, and March 31, 2011

     5   

Notes to Condensed Consolidated Financial Statements

     7   

 

A-1


RSC HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

 

     March 31,
2012
    December 31,
2011
 
Assets     

Cash and cash equivalents

   $ 29,237      $ 4,833   

Accounts receivable, net of allowance for doubtful accounts of $7,135 and $7,065 at March 31, 2012 and December 31, 2011, respectively

     263,964        267,879   

Inventory

     16,050        15,909   

Deferred tax assets, net

     120,163        122,862   

Prepaid expense and other current assets

     13,951        14,422   
  

 

 

   

 

 

 

Total current assets

     443,365        425,905   

Rental equipment, net of accumulated depreciation of $1,148,810 and $1,150,767 at March 31, 2012 and December 31, 2011, respectively

     1,613,639        1,573,193   

Property and equipment, net of accumulated depreciation of $223,763 and $224,762 at March 31, 2012 and December 31, 2011, respectively

     126,912        123,114   

Goodwill and other intangibles, net

     956,755        957,129   

Deferred financing costs

     50,145        52,484   

Other long-term assets

     9,423        9,148   
  

 

 

   

 

 

 

Total assets

   $ 3,200,239      $ 3,140,973   
  

 

 

   

 

 

 
    
Liabilities and Stockholders’ Equity (Deficit)     

Accounts payable

   $ 240,575      $ 258,811   

Accrued expenses and other current liabilities

     112,606        140,725   

Current portion of long-term debt

     29,462        27,417   
  

 

 

   

 

 

 

Total current liabilities

     382,643        426,953   

Long-term debt

     2,357,675        2,294,865   

Deferred tax liabilities, net

     429,758        429,074   

Other long-term liabilities

     29,154        28,500   
  

 

 

   

 

 

 

Total liabilities

     3,199,230        3,179,392   
  

 

 

   

 

 

 

Commitments and contingencies

    

Preferred stock, no par value, (500,000 shares authorized, no shares issued and outstanding at March 31, 2012 and December 31, 2011)

     —          —     

Common stock, no par value, (300,000,000 shares authorized, 107,209,766 shares issued and outstanding at March 31, 2012 and 104,157,211 shares issued and outstanding at December 31, 2011)

     871,640        846,149   

Accumulated deficit

     (892,458     (903,262

Accumulated other comprehensive income

     21,827        18,694   
  

 

 

   

 

 

 

Total stockholders’ equity (deficit)

     1,009        (38,419
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity (deficit)

   $ 3,200,239      $ 3,140,973   
  

 

 

   

 

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

A-2


RSC HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

 

     Three Months Ended
March 31,
 
     2012     2011  

Revenues:

    

Equipment rental revenue

   $ 346,352      $ 271,775   

Sale of merchandise

     13,414        12,652   

Sale of used rental equipment

     48,346        42,493   
  

 

 

   

 

 

 

Total revenues

     408,112        326,920   
  

 

 

   

 

 

 

Cost of revenues:

    

Cost of equipment rentals, excluding depreciation

     168,996        148,976   

Depreciation of rental equipment

     77,893        70,889   

Cost of merchandise sales

     9,109        8,442   

Cost of used rental equipment sales

     28,098        30,970   
  

 

 

   

 

 

 

Total cost of revenues

     284,096        259,277   
  

 

 

   

 

 

 

Gross profit

     124,016        67,643   
  

 

 

   

 

 

 

Operating expenses:

    

Selling, general and administrative

     48,075        41,718   

Depreciation and amortization of non-rental equipment and intangibles

     10,886        10,225   

Merger costs

     1,718        —     

Other operating gains, net

     (2,731     (719
  

 

 

   

 

 

 

Total operating expenses, net

     57,948        51,224   
  

 

 

   

 

 

 

Operating income

     66,068        16,419   

Interest expense, net

     48,293        81,959   

Loss on extinguishment of debt

     —          15,342   

Other income, net

     (62     (337
  

 

 

   

 

 

 

Income (loss) before (provision) benefit for income taxes

     17,837        (80,545

(Provision) benefit for income taxes

     (7,033     30,113   
  

 

 

   

 

 

 

Net income (loss)

   $ 10,804      $ (50,432
  

 

 

   

 

 

 

Weighted average shares outstanding used in computing net income (loss) per common share:

    

Basic

     106,261        103,787   
  

 

 

   

 

 

 

Diluted

     107,799        103,787   
  

 

 

   

 

 

 

Net income (loss) per common share:

    

Basic

   $ 0.10      $ (0.49
  

 

 

   

 

 

 

Diluted

   $ 0.10      $ (0.49
  

 

 

   

 

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

A-3


RSC HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)

 

     Three Months Ended
March 31,
 
     2012      2011  

Net income (loss)

   $ 10,804       $ (50,432

Other comprehensive income (loss), net of tax:

     

Foreign currency translation

     3,133         3,236   

Change in fair value of cash flow hedges

     —           19,630   
  

 

 

    

 

 

 

Other comprehensive income

     3,133         22,866   
  

 

 

    

 

 

 

Comprehensive income (loss)

   $ 13,937       $ (27,566
  

 

 

    

 

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

A-4


RSC HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

     Three Months Ended
March 31,
 
     2012     2011  

Cash flows from operating activities:

    

Net income (loss)

   $ 10,804      $ (50,432

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

    

Depreciation and amortization

     88,779        81,114   

Amortization of deferred financing costs

     2,515        2,730   

Amortization of original issue discount

     333        299   

Share-based compensation expense

     2,768        1,274   

Gain on sales of rental and non-rental property and equipment, net of non-cash write-offs

     (22,330     (12,041

Deferred income taxes

     3,161        (31,180

Loss on extinguishment of debt

     —          15,342   

Interest expense, net on ineffective hedge

     —          (104

Changes in operating assets and liabilities:

    

Accounts receivable, net

     4,605        (7,986

Inventory

     (117     (798

Other assets

     883        1,179   

Accounts payable

     (4,778     53,131   

Accrued expenses and other liabilities

     (27,586     6,656   
  

 

 

   

 

 

 

Net cash provided by operating activities

     59,037        59,184   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchases of rental equipment

     (144,674     (157,921

Purchases of property and equipment

     (2,940     (2,444

Proceeds from sales of rental equipment

     48,346        42,493   

Proceeds from sales of property and equipment

     3,960        1,594   
  

 

 

   

 

 

 

Net cash used in investing activities

     (95,308     (116,278
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Proceeds from Old Senior ABL Revolving Facility

     —          72,000   

Proceeds from New Senior ABL Revolving Facility

     100,000        383,000   

Proceeds from issuance of 2021 Notes

     —          650,000   

Payments on Old Senior ABL Revolving Facility

     —          (376,195

Payments on New Senior ABL Revolving Facility

     (40,000     (9,000

Payments on 2014 Notes

     —          (117,000

Payments for call premium on 2014 Notes

     —          (5,562

Payments on Second Lien Term Facility

     —          (479,395

Payments on capital leases and other debt

     (7,900     (6,916

Payments for deferred financing costs

     (450     (26,826

Proceeds from stock option exercises

     22,054        1,330   

Decrease in outstanding checks in excess of cash balances

     (13,434     (440
  

 

 

   

 

 

 

Net cash provided by financing activities

     60,270        84,996   
  

 

 

   

 

 

 

Effect of foreign exchange rates on cash

     405        741   
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     24,404        28,643   

Cash and cash equivalents at beginning of period

     4,833        3,510   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 29,237      $ 32,153   
  

 

 

   

 

 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

A-5


RSC HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(In thousands)

(Unaudited)

 

     Three Months Ended
March 31,
 
     2012      2011  

Supplemental disclosure of cash flow information:

     

Cash paid for interest

   $ 51,113       $ 70,305   

Cash paid (received) for taxes, net

     1,887         (66

Supplemental schedule of non-cash investing and financing activities:

     

Purchase of assets under capital lease obligations

   $ 12,422       $ 6,401   

Accrued deferred financing costs

     26         113   

See accompanying notes to the unaudited condensed consolidated financial statements.

 

A-6


RSC HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

(1) Organization

Business and Basis of Presentation

Description of Business

RSC Holdings Inc. (“RSC Holdings”) and its wholly owned subsidiaries (collectively, the “Company”) are engaged primarily in the rental of a diversified line of construction and industrial equipment, geographically dispersed throughout the United States and Canada. At March 31, 2012, the Company’s total assets were $3,200.2 million, of which 94.9% and 5.1% were employed in the Company’s U.S. and Canadian operations, respectively. For the three months ended March 31, 2012, the Company generated approximately 84.9% of its revenues from equipment rentals, and it derived the remaining 15.1% of its revenues from sales of used rental equipment, merchandise and other related items.

Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with the accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all material adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of financial results for the interim periods presented. Interim results of operations are not necessarily indicative of full year results.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the carrying amounts of long-lived assets, goodwill, and inventories; the allowance for doubtful accounts; deferred income taxes; environmental liabilities; reserves for claims; assets and obligations related to employee benefits; the fair value of derivative instruments and determination of share-based compensation amounts. Management believes that its estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates.

Recent Accounting Pronouncements

In June 2011, the FASB issued an amendment to the existing guidance on the presentation of comprehensive income. Under the amended guidance, entities have the option to present the components of net income and other comprehensive income in either a single continuous statement of comprehensive income or in two separate but consecutive statements. Entities no longer have the option of presenting the components of other comprehensive income within the statement of changes in stockholders’ equity. For public entities, the amendment is effective on a retrospective basis for fiscal years, and interim periods within those years, beginning after December 15, 2011. Adoption of this amendment resulted in a change to the Company’s presentation of comprehensive income.

In November 2011, the FASB issued an update deferring the effective date for amendments to the presentation of reclassifications of items out of accumulated other comprehensive income. Adoption of this update did not impact the Company’s financial position, results of operations or cash flows.

 

A-7


RSC HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

 

In May 2011, the FASB issued amendments to the existing guidance on fair value measurement. The amendments are intended to create consistency between U.S. generally accepted accounting standards and International Financial Reporting Standards on measuring fair value and disclosing information about fair value measurements. The amendments clarify the application of existing fair value measurement requirements including (i) the application of the highest and best use valuation premise concepts, (ii) measuring the fair value of an instrument classified in a reporting entity’s shareholders’ equity, and (iii) quantitative information required for fair value measurements categorized within Level 3. In addition, the amendments require additional disclosure for Level 3 measurements regarding the sensitivity of fair value to changes in unobservable inputs and any interrelationships between those inputs. For public entities, the amendments are effective for interim and annual periods beginning after December 15, 2011. These changes are required to be applied prospectively. Adoption of these amendments did not impact the Company’s financial condition, results of operations or cash flows.

 

(2) Recent Development

On December 15, 2011, RSC Holdings entered into a definitive merger agreement (the “Merger Agreement”) with United Rentals Inc. (“URI”) pursuant to which RSC Holdings will be merged (the “Merger”) with and into URI, with URI continuing as the surviving corporation of the Merger. Upon completion of the Merger, each issued and outstanding share of RSC Holdings’ common stock (other than shares owned by RSC Holdings, URI or any of their direct or indirect wholly owned subsidiaries, in each case not held on behalf of third parties, and shares with respect to which appraisal rights are properly exercised and not withdrawn) will be converted into the right to receive (i) $10.80 in cash and (ii) 0.2783 of a share of URI common stock, in each case without interest. The board of directors of each of RSC Holdings and URI has unanimously approved the Merger and the Merger Agreement and has recommended that its stockholders vote in favor of the adoption of the Merger Agreement. The Merger is expected to close in the second quarter of 2012 and is subject to customary closing conditions, including approval of stockholders and necessary regulatory approvals.

Merger costs in the accompanying condensed consolidated statement of operations for the three months ended March 31, 2012 consists of $1.7 million of transaction expenses related to the Company’s pending Merger with URI.

The Company entered into certain advisory agreements related to the Merger that would require payments of approximately $27.0 million upon consummation of the Merger Agreement. Accordingly, no such amounts are recorded in the condensed consolidated statement of operations for the three months ended March 31, 2012.

 

(3) Fair Value of Financial Instruments

The fair value of a financial instrument is the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The carrying values of cash, accounts receivable and accounts payable approximate fair values due to the short maturity of these financial instruments.

The fair values of the Company’s 2014 Notes, 2017 Notes, 2019 Notes and 2021 Notes are based on quoted market prices. The fair value of the Company’s New Senior ABL Revolving Facility is estimated based on borrowing rates currently available to the Company for debt with similar terms and maturities. The fair value of capital lease obligations approximates the carrying value due to the fact that the underlying instruments include provisions to adjust interest rates to approximate fair market value.

See Note 6 for additional fair market information related to debt instruments and Note 8 for additional information about measuring the fair value of assets and liabilities.

 

A-8


RSC HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

 

(4) Net Income (Loss) per Common Share

Basic net income (loss) per common share and diluted net loss per common share have been computed using the weighted average number of shares of common stock outstanding during the period. Diluted net income per common share has been computed using the weighted average number of shares of common stock outstanding during the period, increased to give effect to any potentially dilutive securities.

The following table presents the calculation of basic and diluted net income (loss) per common share:

 

     Three Months Ended
March 31,
 
     2012      2011  
     (in 000s except per share data)  

Numerator:

     

Net income (loss)

   $ 10,804       $ (50,432
  

 

 

    

 

 

 

Denominator:

     

Weighted average shares — basic

     106,261         103,787   

Employee stock options

     1,538         —     
  

 

 

    

 

 

 

Total weighted average shares — diluted

     107,799         103,787   
  

 

 

    

 

 

 

Net income (loss) per common share — basic

   $ 0.10       $ (0.49
  

 

 

    

 

 

 

Net income (loss) per common share — diluted

   $ 0.10       $ (0.49
  

 

 

    

 

 

 

Anti-dilutive stock-based awards excluded

     203         6,060   

For the three months ended March 31, 2011 no shares of common stock underlying stock options and unvested restricted stock units were included in the computation of diluted net loss per common share because the inclusion of such shares would be anti-dilutive based on the net loss reported.

 

(5) Accumulated Other Comprehensive Income

Accumulated other comprehensive income components as of March 31, 2012 were as follows:

 

     Accumulated Other Comprehensive
Income
 
     (in 000s)  

Balance at December 31, 2011

   $  18,694   

Foreign currency translation

     3,133   
  

 

 

 

Balance at March 31, 2012

   $ 21,827   
  

 

 

 

 

A-9


RSC HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

 

(6) Debt

Debt consists of the following at:

 

     Interest
Rate (a)
    Maturity
Date
     March 31,
2012
    December 31,
2011
 
        Unamortized
Deferred
Financing
Costs
    Debt     Debt  
          (in 000s    

New Senior ABL Revolving Facility

     2.49     Feb. 2016       $ 18,115      $ 548,000      $ 488,000   

2014 Notes

     9.50     Dec. 2014         6,957        503,000        503,000   

2017 Notes

     10.50     Jul. 2017         7,168        400,000        400,000   

2019 Notes

     10.50     Nov. 2019         4,458        200,000        200,000   

2021 Notes

     8.25     Feb. 2021         13,447        650,000        650,000   

Capitalized lease obligations (b)

     2.58     Various         —          96,755        92,233   
       

 

 

   

 

 

   

 

 

 

Total

        $ 50,145        2,397,755        2,333,233   
       

 

 

     

Original issue discounts (c)

     n/a        n/a           (10,618     (10,951
         

 

 

   

 

 

 

Total

          $ 2,387,137      $ 2,322,282   
         

 

 

   

 

 

 

 

(a) Estimated interest rate presented is the effective interest rate as of March 31, 2012 including the effect of original issue discounts, where applicable, and excluding the effects of deferred financing costs.
(b) Capital leases include $29.5 million and $67.3 million of obligations that are classified as current and long-term debt, respectively, at March 31, 2012.
(c) The original issue discounts represent the unamortized difference between the $400.0 million aggregate principal amount of the 2017 Notes and the proceeds received upon issuance and the unamortized difference between the $200.0 million aggregate principal amount of the 2019 Notes and the proceeds received upon issuance.

As of March 31, 2012, the Company had $568.1 million available for borrowing under the New Senior ABL Revolving Facility as amended. A portion of the New Senior ABL Revolving Facility is available for the issuance of letters of credit and swingline loans, which are seven day loans that can be drawn on the same day as requested for an amount not to exceed $25.0 million. Due to the $568.1 million of excess availability on the New Senior ABL Revolving Facility at March 31, 2012, the Company was not required to comply with either the fixed charge coverage ratio or leverage ratio. Had excess availability fallen below the greater of $125.0 million and 12.5% of the sum of the total commitments under the New Senior ABL Revolving Facility as of March 31, 2012, compliance with these financial ratios would have been required and the Company would have violated the minimum fixed charge coverage ratio requirement, which would be an event of default.

As of March 31, 2012, the estimated fair value of the Company’s debt was as follows (in 000s):

 

     Fair Value  

New Senior ABL Revolving Facility

   $ 548,000   

2014 Notes

     518,090   

2017 Notes

     464,000   

2019 Notes

     224,000   

2021 Notes

     693,063   

Capitalized lease obligations

     96,755   
  

 

 

 

Total

   $ 2,543,908   
  

 

 

 

 

A-10


RSC HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

 

$650.0 million Senior Unsecured Notes Offering

On January 19, 2011, the Company completed a private offering of $650.0 million aggregate principal amount of 8.25% senior unsecured notes due February 2021 (the “2021 Notes”). The proceeds from the sale of the 2021 Notes were used to repay the outstanding balance on the Company’s Second Lien Term Facility, which totaled $479.4 million plus accrued interest of $0.7 million, redeem a portion of the 2014 Notes as described below, settle the Company’s outstanding interest rate swap obligations of $35.1 million and pay a portion of the transaction costs incurred with the issuance of the 2021 Notes. The transaction costs, which totaled $14.6 million, were capitalized as deferred financing costs and are being amortized to interest expense over the term of the 2021 Notes using the effective interest rate method. On February 21, 2011, the Company redeemed $117.0 million of aggregate principal of the Company’s 2014 Notes, paid accrued interest of $2.5 million on the 2014 Notes and incurred a call premium of $5.6 million, which was funded with the remaining proceeds from the 2021 Notes and in part from a draw on the Company’s New Senior ABL Revolving Facility. As a result of the Second Lien Term Facility repayment and the partial repayment of the 2014 Notes, the Company expensed $7.3 million of unamortized deferred financing costs, which together with the $5.6 million in call premiums, is characterized as a loss on extinguishment of debt in the condensed consolidated statement of operations for the quarter ended March 31, 2011. The settlement of the Company’s interest rate swaps resulted in a charge of $33.9 million, which is characterized as interest expense in the condensed consolidated statement of operations for the quarter ended March 31, 2011.

In April 2011, the Company completed an exchange offer where the holders of the 2021 Notes could exchange such unregistered notes for new, registered notes. The terms of the new, registered notes offered in the exchange offer are identical in all material respects to the terms of the unregistered notes, except that the new notes are registered under the Securities Act of 1933 and do not contain restrictions on transfer.

New Senior ABL Revolving Facility

On February 9, 2011, the Company entered into the New Senior ABL Revolving Facility, which replaced its Old Senior ABL Revolving Facility, and borrowed $383.0 million of loans under the New Senior ABL Revolving Facility. The proceeds of these loans were used to repay the outstanding balance on the Company’s Old Senior ABL Revolving Facility, which totaled $370.2 million plus accrued interest and other fees of $1.1 million, and to pay a portion of transaction costs including legal fees. Total transaction costs of $12.3 million were capitalized as deferred financing costs and are being amortized to interest expense over the term of the New Senior ABL Revolving Facility. In addition, the Company wrote off $2.4 million of unamortized deferred financing costs associated with the Old Senior ABL Revolving Facility, which is included in the loss on extinguishment of debt in the condensed consolidated statement of operations for the three months ended March 31, 2011. The Company’s New Senior ABL Revolving Facility, which is due February 2016, provides commitments for aggregate borrowings of approximately $1,100.0 million subject to, among other things, the Company’s maintenance of a sufficient borrowing base under such facility. The borrowing base reporting requirements that the Company is subject to under the New Senior ABL Revolving Facility are substantially similar to those under the Old Senior ABL Revolving Facility.

Additionally, on September 28, 2011 the New Senior ABL Revolving agreement was amended to increase the commitment for aggregate borrowings by approximately $110.0 million. Of this amount $85.0 million represents additional U.S. commitments and $25.0 million represents Canadian commitments. No other material modifications were made. The Company’s New Senior ABL Revolving Facility, which is due February 2016, provides commitments for aggregate borrowings of approximately $1,210.0 million subject to, among other things, the Company’s maintenance of a sufficient borrowing base under such facility. In connection with the Company’s expansion of the New Senior ABL Revolving Facility, the Company incurred transaction costs of $0.7 million that will be amortized to interest expense over the remaining term of the New Senior ABL Revolving Facility.

 

A-11


RSC HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

 

2014 and 2017 Notes

On March 28, 2012 the Company announced that it delivered a notice of redemption, subject to the satisfaction of certain conditions precedent set forth below, for all its outstanding 9.5% Senior Notes due 2014 (“2014 Notes”) and for all its outstanding 10% Senior Secured Notes due 2017 ( “2017 Notes”). The redemption notice for the 2014 Notes stated that the redemption date is to be no earlier than April 30, 2012, or such later date as when the conditions precedent are satisfied (the “2014 Redemption Date”), and the redemption price is 102.375% of the principal amount of the notes redeemed, plus accrued and unpaid interest to the 2014 Redemption Date. The redemption notice for the 2017 Notes stated that the redemption date is to be no earlier than April 30, 2012, or such later date as when the conditions precedent are satisfied (the “2017 Redemption Date”), and the redemption price is 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest to the 2017 Redemption Date, plus an applicable premium, as calculated in the 2017 Redemption Notice, as of the 2017 Redemption Date. In each case, the redemption may not occur and the applicable redemption notice may be rescinded if the applicable conditions precedent are not satisfied. Each of the redemption notices provides that payment of the applicable redemption price and performance of the Company’s obligations with respect to the applicable redemption may be performed by UR Merger Sub Corporation (“UR Merger Sub”), a wholly owned subsidiary of United Rentals, Inc.

The conditions precedent are: (i) the merger of RSC Holdings, the indirect parent of the Issuers, with and into United Rentals, Inc., pursuant to the Merger Agreement, as amended from time to time; (ii) the merger of the Company with and into the Co-Issuer; (iii) the merger of the Co-Issuer with and into UR Merger Sub pursuant to and in accordance with the Merger Agreement; (iv) the assumption by UR Merger Sub of the rights and obligations of the Company and Co-Issuer under the applicable indenture; (v) the release from escrow of the proceeds of the issuance of notes (the “Merger Financing Notes”) by an affiliate of UR Merger Sub in an aggregate principal amount of $2.728 billion (or such other amount as may be determined by UR Merger Sub in its sole and absolute discretion) and the assumption by UR Merger Sub of the obligations under the Merger Financing Notes; and (vi) all other transactions relating to the foregoing.

Interest Rate Swaps

In September 2007, the Company entered into four forward-starting interest rate swap agreements covering a combined notional amount of debt totaling $700.0 million. The objective of the swaps was to effectively hedge the cash flow risk associated with a portion of the Second Lien Term Facility which had variable interest rates. In November 2009, the Company entered into two reverse swaps to offset a portion of the fixed rate payments under certain other swap agreements that were de-designated as cash flow hedges in November 2009. All interest rate swaps and reverse swaps were settled on January 19, 2011 in conjunction with the debt transactions described above. See Note 7 for additional information.

 

(7) Derivative Instruments

The Company is exposed to market risk associated with changes in interest rates under existing floating-rate debt. At the Company’s election, the interest rate per annum applicable to the Second Lien Term Facility, which was repaid in January 2011, was based on a fluctuating rate of interest measured by reference to an adjusted London interbank offered rate, or (“LIBOR”), plus a borrowing margin; or an alternate base rate plus a borrowing margin. To hedge exposure to market conditions, reduce the volatility of financing costs and achieve a desired balance between fixed-rate and floating-rate debt, the Company has utilized interest rate swaps under which it has exchanged floating-rate interest payments for fixed-rate interest payments. The Company does not use derivative financial instruments for trading or speculative purposes.

 

A-12


RSC HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

 

The Company formally documents its risk management objectives and strategy for undertaking each swap at the contract’s inception and assesses whether the hedging relationship is expected to be highly effective in achieving cash flows that offset changes in interest payments resulting from fluctuations in the benchmark rate. An assessment of the effectiveness of derivative instruments designated as cash flow hedges is performed on a quarterly basis using the perfectly effective hypothetical derivative method. Gains or losses resulting from changes in the fair value of derivatives designated as cash flow hedges are reported as a component of accumulated other comprehensive income (loss) for the portion of the derivative instrument determined to be effective. Gains and losses reported in accumulated other comprehensive income (loss) are reclassified into earnings as interest income or expense in the periods during which the hedged transaction affects earnings. Gains or losses resulting from changes in the fair value of derivatives designated as cash flow hedges are reported as interest expense for the portion of the derivative instrument determined to be ineffective. The ineffective portion of the liabilities for derivatives qualifying as cash flow hedges totaled $104,000 at December 31, 2010. As previously described, the Company settled all interest rate swaps in effect at December 31, 2010 on January 19, 2011. In connection with the Company’s interest rate swap settlements, the Company paid $35.1 million of which $33.9 million was recognized as interest expense in the three months ended March 31, 2011. The difference of $1.2 million was recognized as interest expense in November 2009 when certain of the Company’s interest rate swaps were de-designated as cash flow hedges.

When the Company’s derivative instruments are in a net liability position, the Company is exposed to its own credit risk. When the Company’s derivative instruments are in a net asset position, the Company is exposed to credit losses in the event of non-performance by counterparties to its hedging derivatives. To manage credit risks, the Company carefully selects counterparties, conducts transactions with multiple counterparties which limits its exposure to any single counterparty and monitors the market position of the program and its relative market position with each counterparty.

The effect of derivative instruments on comprehensive loss for the three months ended March 31, 2011 was as follows (in 000s):

 

Derivative Type

   Loss Recognized in
Accumulated OCIL

(Net of Tax)
     Loss Reclassified from
Accumulated OCIL into
Expense

(Net of Tax)
     Gain
Recognized  on
Ineffective Portion

of Derivatives
 

Interest rate swaps

   $ —         $ 19,630       $ 104   

For the three months ended March 31, 2011, the Company recognized a loss of $80,000 on interest rate swaps not designated as hedging instruments. The loss was included within interest expense, net in the condensed consolidated statement of operation.

 

A-13


RSC HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

 

(8) Fair Value

Measurements

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

   

Level 1 – Observable inputs such as quoted prices in active markets;

 

   

Level 2 – Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 

   

Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

As of March 31, 2012, no assets or liabilities were measured at fair value on a recurring or nonrecurring basis.

 

(9) Goodwill and Intangible Assets

There was no change in the carrying value of goodwill from December 31, 2011 through March 31, 2012.

Intangible assets consist of the following (in 000s):

 

     March 31, 2012      December 31, 2011  
     Gross
carrying
amount
     Accumulated
amortization
    Net      Remaining
useful life
(a)
     Gross
carrying
amount
     Accumulated
amortization
    Net      Remaining
useful life
(a)
 

Customer relationships

   $ 6,530       $ (1,618   $ 4,912         7.4       $ 6,530       $ (1,437   $ 5,093         7.6   

Non-compete covenants

     3,100         (1,371     1,729         3.6         3,100         (1,216     1,884         3.8   

Tradenames

     850         (415     435         2.8         850         (377     473         3.1   
  

 

 

    

 

 

   

 

 

       

 

 

    

 

 

   

 

 

    
   $ 10,480       $ (3,404   $ 7,076          $ 10,480       $ (3,030   $ 7,450      
  

 

 

    

 

 

   

 

 

       

 

 

    

 

 

   

 

 

    

 

(a) Remaining useful life is weighted average, calculated based on the net book value and the remaining amortization period of each respective intangible asset.

Amortization expense was $0.4 million and $0.2 million for the three months ended March 31, 2012 and 2011, respectively.

As of March 31, 2012, future amortization expense for the other intangible assets is estimated to be (in 000s):

 

2012 (April through December)

   $  1,121   

2013

     1,345   

2014

     1,193   

2015

     1,053   

2016

     881   

Thereafter

     1,483   
  

 

 

 

Total

   $ 7,076   
  

 

 

 

 

A-14


RSC HOLDINGS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

 

(10) Income Tax

The Company recognized a tax provision of $7.0 million for the three months ended March 31, 2012 and a tax benefit of $30.1 million for the three months ended March 31, 2011. The Company’s effective tax rate was 39.4% and 37.4% during the three month periods ended March 31, 2012 and March 31, 2011, respectively. The Company’s effective tax rate normally differs from the U.S. federal statutory rate of 35% primarily due to certain non-deductible permanent items, state income taxes and certain state minimum and gross receipts taxes, which are incurred regardless of whether the Company earns income. The increase in the Company’s effective tax rate during the current quarter compared to the prior quarter was due to non-deductible Merger Costs partially offset by lower taxes on income generated by the Company’s Canadian operations.

 

A-15