Delaware | 001-13663 | 86-0933835 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
(Address of Principal Executive Offices) | (Zip Code) | |
(Former name or former address if changed since last report.) | ||||
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 | |
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 | ||

1. | Ensuring employee safety and well-being: Above all else, United Rentals is committed to ensuring the health, safety and well-being of its employees and customers. The company has implemented a variety of COVID-19 safety measures, including ensuring that branches have sufficient and adequate personal protection equipment. The company has also implemented appropriate social distancing practices, and increased disinfecting of equipment and facilities. |
2. | Leveraging its competitive advantages to support the needs of customers: All branches in the U.S. and Canada remain open to provide essential services, with seven of its 11 European branches also operating. The company has made modifications to enhance safety measures in its operating processes and protocols that support the needs of its customers. Additionally, the company’s digital capabilities allow customers to perform fully contactless transactions. |
3. | Disciplined capital expenditures: The company has a substantial degree of flexibility in managing its capital expenditures and fleet capacity. While the current environment remains fluid, the company expects that its 2020 capital expenditures will be down significantly year-over-year. |
4. | Controlling core operating expenses: A significant portion of the company’s cash operating costs are variable in nature. Since March, the company has significantly reduced overtime and temporary labor primarily in response to the impact of COVID-19. Furthermore, the company continues to leverage its current capacity to reduce the need for third-party delivery and repair services, and minimize discretionary expenses across general and administrative areas. |
5. | Proactively managing the balance sheet with a focus on liquidity: The company is focused on ensuring that it maintains ample liquidity to meet its business needs as the impact of COVID-19 evolves. As a result, its share repurchase program was paused in mid-March. At March 31, 2020, total liquidity was $3.083 billion, including $513 million in cash and cash equivalents. Additionally, the company has no long-term debt maturities until 2025. |

• | Rental revenue2 was $1.783 billion, reflecting a decrease of 0.7% year-over-year. COVID-19 began to impact the company's operations in March. Through February, rental revenue was up slightly year-over-year. In March, rental revenue decreased year-over-year, primarily due to the impact of COVID-19. |
• | Fleet productivity3 decreased 1.2% year-over-year, primarily due to the impact of COVID-19 in March, when rental volume declined in response to shelter-in-place orders and other end-market restrictions. Through February, fleet productivity was flat year-over-year and in line with expectations. |
• | Used equipment sales in the quarter generated $208 million of proceeds at a GAAP gross margin of 39.9% and an adjusted gross margin of 45.7%4; this compares with $192 million at a GAAP gross margin of 34.9% and an adjusted gross margin of 49.0% for the same period last year. The year-over-year increase in GAAP gross margin primarily reflects lower margin 2019 sales of fleet acquired in the acquisition of Vander Holding Corporation and its subsidiaries (“BlueLine”). The year-over-year decrease in adjusted gross margin was primarily due to changes in the mix of equipment sold, channel mix and pricing. |
• | General rentals segment had a 2.0% year-over-year decrease in rental revenue. Rental gross margin decreased by 310 basis points to 32.1%, with 260 basis points of the decline due to increased depreciation expense. Higher depreciation expense in the first quarter was primarily due to a $24 million, non-cash asset impairment charge, which was not related to COVID-19. The remaining 50 basis point decline in rental gross margin was primarily due to certain operating costs that increased as a percentage of revenue. Rental revenue declined primarily due to COVID-19. |
• | Specialty rentals segment, or Trench, Power and Fluid Solutions, generated increased rental revenue of 4.6% year-over-year, including an organic increase of 2.8%. The segment's increase in rental revenue reflected a 9.8 percent increase in average OEC, partially offset by the impact of COVID-19 that began in mid-March. Rental gross margin decreased by 60 basis points to 41.6%, primarily due to certain operating costs that, largely due to COVID-19, increased as a percentage of revenue. |
• | Cash flow from operating activities decreased 3.4% to $644 million for the first quarter, and free cash flow5, including aggregated merger and restructuring payments, increased 5.4% to $606 million. The increase in free cash flow was primarily due to decreased net rental capital expenditures (purchases of rental equipment less proceeds from sales of rental equipment), partially offset by lower net cash from operating activities. Net rental capital expenditures decreased $65 million year-over-year, reflecting reduced purchases of rental equipment partially offset by increased proceeds from the sales of rental equipment. |
1. | 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. |
2. | Rental revenue includes owned equipment rental revenue, re-rent revenue and ancillary revenue. |
3. | Fleet productivity reflects the combined impact of changes in rental rates, time utilization and mix on owned equipment rental revenue. See the table below for more information. |
4. | 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. |
5. | Free cash flow is a non-GAAP measure. See the table below for amounts and a reconciliation to the most comparable GAAP measure. |
• | Capital management in the quarter aligned with the company’s plan announced in June 2019, when the target leverage range was lowered to 2.0x-3.0x, from 2.5x-3.5x. The net leverage ratio was 2.5x at March 31, 2020, as compared to 2.6x at December 31, 2019. Year-to-date, the company has reduced its total net debt by $292 million and repurchased approximately $257 million of common stock under its current $500 million repurchase program, reducing the diluted share count by 0.7%. Further repurchases under the program have been paused, due to the COVID-19 pandemic, while the company assesses available sources and anticipated uses of cash. |
• | Total liquidity was $3.083 billion as of March 31, 2020, including $513 million of cash and cash equivalents, an increase of $940 million from December 31, 2019. Notably, the company has no long-term debt maturities until 2025. |
• | Return on invested capital (ROIC) was 10.3% for the 12 months ended March 31, 2020, compared with 10.9% for the 12 months ended March 31, 2019. ROIC exceeded the company’s current weighted average cost of capital of less than 8.0%. The company’s ROIC metric uses after-tax operating income for the trailing 12 months divided by average stockholders’ equity, debt and deferred taxes, net of average cash. To mitigate the volatility related to fluctuations in the company’s tax rate from period to period, the U.S. federal corporate statutory tax rate of 21% was used to calculate after-tax operating income. |
Three Months Ended | |||||||
March 31, | |||||||
2020 | 2019 | ||||||
Revenues: | |||||||
Equipment rentals | $ | 1,783 | $ | 1,795 | |||
Sales of rental equipment | 208 | 192 | |||||
Sales of new equipment | 62 | 62 | |||||
Contractor supplies sales | 25 | 24 | |||||
Service and other revenues | 47 | 44 | |||||
Total revenues | 2,125 | 2,117 | |||||
Cost of revenues: | |||||||
Cost of equipment rentals, excluding depreciation | 747 | 742 | |||||
Depreciation of rental equipment | 426 | 395 | |||||
Cost of rental equipment sales | 125 | 125 | |||||
Cost of new equipment sales | 54 | 54 | |||||
Cost of contractor supplies sales | 18 | 17 | |||||
Cost of service and other revenues | 28 | 23 | |||||
Total cost of revenues | 1,398 | 1,356 | |||||
Gross profit | 727 | 761 | |||||
Selling, general and administrative expenses | 267 | 280 | |||||
Merger related costs | — | 1 | |||||
Restructuring charge | 2 | 8 | |||||
Non-rental depreciation and amortization | 100 | 104 | |||||
Operating income | 358 | 368 | |||||
Interest expense, net | 136 | 151 | |||||
Other income, net | (4 | ) | (3 | ) | |||
Income before provision for income taxes | 226 | 220 | |||||
Provision for income taxes | 53 | 45 | |||||
Net income | $ | 173 | $ | 175 | |||
Diluted earnings per share | $ | 2.33 | $ | 2.19 | |||
March 31, 2020 | December 31, 2019 | ||||||
ASSETS | |||||||
Cash and cash equivalents | $ | 513 | $ | 52 | |||
Accounts receivable, net | 1,413 | 1,530 | |||||
Inventory | 115 | 120 | |||||
Prepaid expenses and other assets | 173 | 140 | |||||
Total current assets | 2,214 | 1,842 | |||||
Rental equipment, net | 9,422 | 9,787 | |||||
Property and equipment, net | 600 | 604 | |||||
Goodwill | 5,122 | 5,154 | |||||
Other intangible assets, net | 823 | 895 | |||||
Operating lease right-of-use assets | 666 | 669 | |||||
Other long-term assets | 21 | 19 | |||||
Total assets | $ | 18,868 | $ | 18,970 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Short-term debt and current maturities of long-term debt | $ | 854 | $ | 997 | |||
Accounts payable | 484 | 454 | |||||
Accrued expenses and other liabilities | 658 | 747 | |||||
Total current liabilities | 1,996 | 2,198 | |||||
Long-term debt | 10,743 | 10,431 | |||||
Deferred taxes | 1,878 | 1,887 | |||||
Operating lease liabilities | 530 | 533 | |||||
Other long-term liabilities | 86 | 91 | |||||
Total liabilities | 15,233 | 15,140 | |||||
Common stock | 1 | 1 | |||||
Additional paid-in capital | 2,435 | 2,440 | |||||
Retained earnings | 5,448 | 5,275 | |||||
Treasury stock | (3,957 | ) | (3,700 | ) | |||
Accumulated other comprehensive loss | (292 | ) | (186 | ) | |||
Total stockholders’ equity | 3,635 | 3,830 | |||||
Total liabilities and stockholders’ equity | $ | 18,868 | $ | 18,970 | |||
Three Months Ended | |||||||
March 31, | |||||||
2020 | 2019 | ||||||
Cash Flows From Operating Activities: | |||||||
Net income | $ | 173 | $ | 175 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 526 | 499 | |||||
Amortization of deferred financing costs and original issue discounts | 4 | 4 | |||||
Gain on sales of rental equipment | (83 | ) | (67 | ) | |||
Gain on sales of non-rental equipment | (1 | ) | (2 | ) | |||
Gain on insurance proceeds from damaged equipment | (6 | ) | (7 | ) | |||
Stock compensation expense, net | 13 | 15 | |||||
Merger related costs | — | 1 | |||||
Restructuring charge | 2 | 8 | |||||
Increase in deferred taxes | 1 | 21 | |||||
Changes in operating assets and liabilities: | |||||||
Decrease in accounts receivable | 105 | 73 | |||||
Decrease (increase) in inventory | 5 | (9 | ) | ||||
(Increase) decrease in prepaid expenses and other assets | (30 | ) | 12 | ||||
Increase in accounts payable | 33 | 18 | |||||
Decrease in accrued expenses and other liabilities | (98 | ) | (74 | ) | |||
Net cash provided by operating activities | 644 | 667 | |||||
Cash Flows From Investing Activities: | |||||||
Purchases of rental equipment | (208 | ) | (257 | ) | |||
Purchases of non-rental equipment | (53 | ) | (42 | ) | |||
Proceeds from sales of rental equipment | 208 | 192 | |||||
Proceeds from sales of non-rental equipment | 9 | 8 | |||||
Insurance proceeds from damaged equipment | 6 | 7 | |||||
Purchases of other companies, net of cash acquired | — | (173 | ) | ||||
Purchases of investments | (1 | ) | — | ||||
Net cash used in investing activities | (39 | ) | (265 | ) | |||
Cash Flows From Financing Activities: | |||||||
Proceeds from debt | 2,517 | 1,427 | |||||
Payments of debt | (2,375 | ) | (1,572 | ) | |||
Payments of financing costs | (9 | ) | (9 | ) | |||
Proceeds from the exercise of common stock options | 1 | 4 | |||||
Common stock repurchased (1) | (276 | ) | (243 | ) | |||
Net cash used in financing activities | (142 | ) | (393 | ) | |||
Effect of foreign exchange rates | (2 | ) | — | ||||
Net increase in cash and cash equivalents | 461 | 9 | |||||
Cash and cash equivalents at beginning of period | 52 | 43 | |||||
Cash and cash equivalents at end of period | $ | 513 | $ | 52 | |||
Supplemental disclosure of cash flow information: | |||||||
Cash paid for income taxes, net | $ | 3 | $ | 4 | |||
Cash paid for interest | 174 | 179 | |||||
(1) | We have an open $500 million share repurchase program that commenced in 2020. As discussed above, we have decided to pause repurchases under the program, due to the COVID-19 pandemic, while we assess our available sources and anticipated uses of cash. At this time, we are unable to estimate when, or if, the program will be restarted, and expect to provide an update at a future date. |
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 | |||||
Three Months Ended March 31, 2020 | 2.2% | (1.5)% | (1.2)% | (0.2)% | (0.7)% | ||||
(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, | |||||
2020 | 2019 | Change | |||
General Rentals | |||||
Reportable segment equipment rentals revenue | $1,394 | $1,423 | (2.0)% | ||
Reportable segment equipment rentals gross profit | 448 | 501 | (10.6)% | ||
Reportable segment equipment rentals gross margin | 32.1% | 35.2% | (310) bps | ||
Trench, Power and Fluid Solutions | |||||
Reportable segment equipment rentals revenue | $389 | $372 | 4.6% | ||
Reportable segment equipment rentals gross profit | 162 | 157 | 3.2% | ||
Reportable segment equipment rentals gross margin | 41.6% | 42.2% | (60) bps | ||
Total United Rentals | |||||
Total equipment rentals revenue | $1,783 | $1,795 | (0.7)% | ||
Total equipment rentals gross profit | 610 | 658 | (7.3)% | ||
Total equipment rentals gross margin | 34.2% | 36.7% | (250) bps | ||
Three Months Ended | |||||||
March 31, | |||||||
2020 | 2019 | ||||||
Numerator: | |||||||
Net income available to common stockholders | $ | 173 | $ | 175 | |||
Denominator: | |||||||
Denominator for basic earnings per share—weighted-average common shares | 74.0 | 79.4 | |||||
Effect of dilutive securities: | |||||||
Employee stock options | — | 0.3 | |||||
Restricted stock units | 0.3 | 0.3 | |||||
Denominator for diluted earnings per share—adjusted weighted-average common shares | 74.3 | 80.0 | |||||
Diluted earnings per share | $ | 2.33 | $ | 2.19 | |||
Three Months Ended | |||||||
March 31, | |||||||
2020 | 2019 | ||||||
Earnings per share - GAAP, as-reported | $ | 2.33 | $ | 2.19 | |||
After-tax impact of: | |||||||
Merger related costs (2) | — | 0.01 | |||||
Merger related intangible asset amortization (3) | 0.59 | 0.64 | |||||
Impact on depreciation related to acquired fleet and property and equipment (4) | 0.03 | 0.14 | |||||
Impact of the fair value mark-up of acquired fleet (5) | 0.12 | 0.25 | |||||
Restructuring charge (6) | 0.02 | 0.07 | |||||
Asset impairment charge (7) | 0.26 | 0.01 | |||||
Earnings per share - adjusted | $ | 3.35 | $ | 3.31 | |||
Tax rate applied to above adjustments (1) | 25.2 | % | 25.4 | % | |||
(1) | The tax rates applied to the adjustments reflect the statutory rates in the applicable entities. |
(2) | Reflects transaction costs associated with the BakerCorp International Holdings, Inc. (“BakerCorp”) and BlueLine acquisitions that were completed in 2018. 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 acquisitions that have included merger related costs are RSC, which had annual revenues of approximately $1.5 billion prior to the acquisition, National Pump, which had annual revenues of over $200 million prior to the acquisition, NES, which had annual revenues of approximately $369 million prior to the acquisition, Neff, which had annual revenues of approximately $413 million prior to the acquisition, BakerCorp, which had annual revenues of approximately $295 million prior to the acquisition and BlueLine, which had annual revenues of approximately $786 million prior to the acquisition. |
(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 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 five restructuring programs. We have cumulatively incurred total restructuring charges of $335 million under our restructuring programs. |
(7) | Reflects write-offs of leasehold improvements and other fixed assets. 2020 includes a $26 million asset impairment charge, which was not related to COVID-19, primarily associated with the discontinuation of certain equipment programs. |
Three Months Ended | |||||||
March 31, | |||||||
2020 | 2019 | ||||||
Net income | $ | 173 | $ | 175 | |||
Provision for income taxes | 53 | 45 | |||||
Interest expense, net | 136 | 151 | |||||
Depreciation of rental equipment | 426 | 395 | |||||
Non-rental depreciation and amortization | 100 | 104 | |||||
EBITDA (A) | $ | 888 | $ | 870 | |||
Merger related costs (1) | — | 1 | |||||
Restructuring charge (2) | 2 | 8 | |||||
Stock compensation expense, net (3) | 13 | 15 | |||||
Impact of the fair value mark-up of acquired fleet (4) | 12 | 27 | |||||
Adjusted EBITDA (B) | $ | 915 | $ | 921 | |||
(1) | Reflects transaction costs associated with the BakerCorp and BlueLine acquisitions that were completed in 2018. 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 acquisitions that have included merger related costs are RSC, which had annual revenues of approximately $1.5 billion prior to the acquisition, National Pump, which had annual revenues of over $200 million prior to the acquisition, NES, which had annual revenues of approximately $369 million prior to the acquisition, Neff, which had annual revenues of approximately $413 million prior to the acquisition, BakerCorp, which had annual revenues of approximately $295 million prior to the acquisition and BlueLine, which had annual revenues of approximately $786 million prior to the acquisition. |
(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 five restructuring programs. We have cumulatively incurred total restructuring charges of $335 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, | |||||||
2020 | 2019 | ||||||
Net cash provided by operating activities | $ | 644 | $ | 667 | |||
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 | ) | (4 | ) | |||
Gain on sales of rental equipment | 83 | 67 | |||||
Gain on sales of non-rental equipment | 1 | 2 | |||||
Gain on insurance proceeds from damaged equipment | 6 | 7 | |||||
Merger related costs (1) | — | (1 | ) | ||||
Restructuring charge (2) | (2 | ) | (8 | ) | |||
Stock compensation expense, net (3) | (13 | ) | (15 | ) | |||
Changes in assets and liabilities | (4 | ) | (28 | ) | |||
Cash paid for interest | 174 | 179 | |||||
Cash paid for income taxes, net | 3 | 4 | |||||
EBITDA | $ | 888 | $ | 870 | |||
Add back: | |||||||
Merger related costs (1) | — | 1 | |||||
Restructuring charge (2) | 2 | 8 | |||||
Stock compensation expense, net (3) | 13 | 15 | |||||
Impact of the fair value mark-up of acquired fleet (4) | 12 | 27 | |||||
Adjusted EBITDA | $ | 915 | $ | 921 | |||
(1) | Reflects transaction costs associated with the BakerCorp and BlueLine acquisitions that were completed in 2018. 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 acquisitions that have included merger related costs are RSC, which had annual revenues of approximately $1.5 billion prior to the acquisition, National Pump, which had annual revenues of over $200 million prior to the acquisition, NES, which had annual revenues of approximately $369 million prior to the acquisition, Neff, which had annual revenues of approximately $413 million prior to the acquisition, BakerCorp, which had annual revenues of approximately $295 million prior to the acquisition and BlueLine, which had annual revenues of approximately $786 million prior to the acquisition. |
(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 five restructuring programs. We have cumulatively incurred total restructuring charges of $335 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, | |||||||
2020 | 2019 | ||||||
Net cash provided by operating activities | $ | 644 | $ | 667 | |||
Purchases of rental equipment | (208 | ) | (257 | ) | |||
Purchases of non-rental equipment | (53 | ) | (42 | ) | |||
Proceeds from sales of rental equipment | 208 | 192 | |||||
Proceeds from sales of non-rental equipment | 9 | 8 | |||||
Insurance proceeds from damaged equipment | 6 | 7 | |||||
Free cash flow (1) | $ | 606 | $ | 575 | |||
(1) | Free cash flow included aggregate merger and restructuring related payments of $2 million and $8 million for the three months ended March 31, 2020 and 2019, respectively. |