STAMFORD, Conn.--(BUSINESS WIRE)--United Rentals, Inc. (NYSE: URI) today announced financial results for
the third quarter 20181. Total revenue was $2.116 billion and
rental revenue was $1.861 billion for the third quarter, compared with
$1.766 billion and $1.536 billion, respectively, for the same period
last year. On a GAAP basis, the company reported third quarter net
income of $333 million, or $4.01 per diluted share, compared with $199
million, or $2.33 per diluted share, for the same period last year. The
third quarter 2018 includes a net income benefit associated with the Tax
Cuts and Jobs Act (the “Tax Act”) that was enacted in December 2017. The
Tax Act reduced the U.S. federal corporate statutory tax rate from 35%
to 21%, which contributed an estimated $0.73 to earnings per diluted
share for the third quarter 20182.
Adjusted EPS3 for the quarter was $4.74 per diluted share,
compared with $3.25 per diluted share for the same period last year. The
reduction in the tax rate discussed above contributed an estimated $0.87
to adjusted EPS for the third quarter 20182. Adjusted EBITDA3
was $1.059 billion and adjusted EBITDA margin3 was 50.0%,
reflecting increases of $180 million and 20 basis points, respectively,
from the same period last year. Excluding the impact of the BakerCorp
acquisition, adjusted EBITDA margin improved 80 basis points
year-over-year to a record of 50.6%.
Third Quarter 2018 Highlights
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Rental revenue4 increased 21.2% year-over-year. Owned
equipment rental revenue increased 20.3%, reflecting increases of
17.8% in the volume of equipment on rent and 2.1% in rental rates.
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Pro forma1 rental revenue increased 10.9% year-over-year,
reflecting growth of 7.4% in the volume of equipment on rent and a
2.1% increase in rental rates.
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Time utilization decreased 100 basis points year-over-year to 70.9%,
primarily reflecting the impact of the Neff and BakerCorp
acquisitions. On a pro forma basis, time utilization decreased 10
basis points year-over-year to 70.7%.
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For the company’s specialty segment, Trench, Power and Fluid
Solutions, rental revenue increased by 39.5% year-over-year, including
a 12.7% increase on a same store basis. Rental gross margin decreased
by 250 basis points to 52.3%. The decrease in rental gross margin was
primarily due to the impact of the BakerCorp acquisition and an
increase in lower-margin fuel revenues primarily within the Power and
HVAC region1.
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1.
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The company completed the acquisitions of NES Rentals Holdings II,
Inc. (“NES”), Neff Corporation ("Neff") and BakerCorp International
Holdings, Inc. (“BakerCorp”) in April 2017, October 2017, and July
2018, respectively. The acquisitions are included in the company's
results subsequent to the acquisition dates. Pro forma results
reflect the combination of United Rentals, NES, Neff and BakerCorp
for all periods presented. The acquired BakerCorp locations are
reflected in the Trench, Power and Fluid Solutions specialty
segment. The name of the specialty segment was changed (formerly
"Trench, Power and Pump") to reflect the broader product offering
following the BakerCorp acquisition.
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2.
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The estimated contribution of the Tax Act was calculated by applying
the percentage point tax rate reduction to U.S. pretax income and
the pretax adjustments reflected in adjusted EPS.
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3.
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Adjusted EPS (earnings per share) and adjusted EBITDA (earnings
before interest, taxes, depreciation and amortization) are non-GAAP
measures that exclude the impact of the items noted 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.
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4.
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Rental revenue includes owned equipment rental revenue, re-rent
revenue and ancillary revenue.
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The company generated $140 million of proceeds from used equipment
sales at a GAAP gross margin of 40.7% and an adjusted gross margin of
50.0%, compared with $139 million at a GAAP gross margin of 39.6% and
an adjusted gross margin of 56.8% for the same period last year. The
year-over-year decrease in adjusted gross margin was primarily due to
the impact of selling more fully depreciated fleet acquired in the NES
acquisition in the third quarter 20175.
BlueLine Acquisition
On September 10, 2018, the company announced that it has entered into a
definitive agreement to acquire Vander Holding Corporation and its
subsidiaries (“BlueLine”) for approximately $2.1 billion in cash. The
company expects to fund the acquisition using a new $1 billion term loan
facility and other debt issuances. BlueLine is one of the ten largest
equipment rental companies in North America, serves over 50,000
customers in the construction and industrial sectors, and has 114
locations and over 1,700 employees based in 25 U.S. states, Canada and
Puerto Rico. BlueLine has annual revenues of approximately $786 million.
The transaction is expected to close in the fourth quarter, subject to
Hart-Scott-Rodino clearance and other customary conditions.
CEO Comments
Michael Kneeland, chief executive officer of United Rentals, said, "We
are pleased with the strength of our third quarter results, including
the acceleration in volume growth and improved margins. Our rates were
again positive for each month in a competitive market, while time
utilization remained robust. We continue to make good progress
integrating Baker into our specialty operations, and look forward to
beginning that process with BlueLine this quarter."
Kneeland continued, "Our updated guidance reflects the combination of
strong market demand and the contributions from our completed
acquisitions, which, together with internal and external indicators,
point to a solid fourth quarter and healthy momentum into 2019. Our
strategy remains highly focused on driving profitable growth across our
core businesses, integrating our recent acquisitions and leveraging our
cash flows to maximize shareholder value."
Nine Months 2018 Highlights
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Rental revenue increased 21.7% year-over-year. Owned equipment rental
revenue increased 21.4%, reflecting increases of 19.6% in the volume
of equipment on rent and 2.3% in rental rates.
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Pro forma rental revenue increased 11.0% year-over-year, reflecting
growth of 7.3% in the volume of equipment on rent and a 2.4% increase
in rental rates.
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Time utilization decreased 80 basis points year-over-year to 68.5%,
primarily reflecting the impact of the NES, Neff and BakerCorp
acquisitions. On a pro forma basis, time utilization increased 20
basis points year-over-year to 68.2%.
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For the company’s specialty segment, Trench, Power and Fluid
Solutions, rental revenue increased by 36.8% year-over-year, including
a 19.1% increase on a same store basis. Rental gross margin decreased
by 90 basis points to 49.5%. The decrease in rental gross margin was
primarily due to the impact of the BakerCorp acquisition.
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The company generated $478 million of proceeds from used equipment
sales at a GAAP gross margin of 41.0% and an adjusted gross margin of
52.1%, compared with $378 million at a GAAP gross margin of 40.5% and
an adjusted gross margin of 53.7% for the same period last year. The
year-over-year increase in used equipment sales primarily reflects
increased volume, driven by a significantly larger fleet size, in a
strong used equipment market.5
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5.
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Used equipment sales adjusted gross margin excludes the impact of
the fair value mark-up of acquired RSC, NES and Neff fleet that was
sold. In 2018, we adopted Accounting Standards Codification (“ASC”)
Topic 606, “Revenue from Contracts with Customers”. Used equipment
sales in the third quarter of 2017 would have been reduced by $14
million under Topic 606 because such sales would have been
recognized prior to the third quarter. The amount of used equipment
sales recognized for the nine months ended September 30, 2017 does
not differ materially from the amount that would have been
recognized under Topic 606. While the adoption of Topic 606 impacted
the timing of revenue recognition, it has no impact on annual
revenue.
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2018 Outlook
The following revised full-year guidance does not
include the impact of the pending acquisition of BlueLine. For
additional detail on BlueLine, please see the section above, as well as
the investor presentations that are currently accessible on www.unitedrentals.com.
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Prior Outlook
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Current Outlook
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Total revenue
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$7.64 billion to $7.84 billion
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$7.77 billion to $7.87 billion
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Adjusted EBITDA6
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$3.715 billion to $3.815 billion
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$3.765 billion to $3.815 billion
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Net rental capital expenditures after gross purchases
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$1.3 billion to $1.4 billion, after gross purchases of $1.95
billion to $2.05 billion
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$1.35 billion to $1.45 billion, after gross purchases of $2.0 billion
to $2.1 billion
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Net cash provided by operating activities
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$2.725 billion to $2.875 billion
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$2.725 billion to $2.875 billion
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Free cash flow7 (excluding the impact of merger
and restructuring related payments)
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$1.3 billion to $1.4 billion
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$1.25 billion to $1.35 billion
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Free Cash Flow and Fleet Size
For the first nine months of 2018, net cash provided by operating
activities was $2.123 billion, and free cash flow was $536 million after
total rental and non-rental gross capital expenditures of $2.096
billion. For the first nine months of 2017, net cash provided by
operating activities was $1.756 billion, and free cash flow was $582
million after total rental and non-rental gross capital expenditures of
$1.572 billion. Free cash flow for the first nine months of 2018 and
2017 included aggregate merger and restructuring related payments of $32
million and $52 million, respectively.
The size of the rental fleet was $12.90 billion of OEC at September 30,
2018, compared with $11.51 billion at December 31, 2017. The age of the
rental fleet was 46.6 months on an OEC-weighted basis at September 30,
2018, compared with 47.0 months at December 31, 2017.
Return on Invested Capital (ROIC)
ROIC was 10.7% for the 12 months ended September 30, 2018, compared with
8.6% for the 12 months ended September 30, 2017. 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 rates of 21% and 35% for 2018 and 2017, respectively, were
used to calculate after-tax operating income.
The company expects ROIC to materially increase due to the reduced tax
rates following the enactment of the Tax Act, but, because the trailing
12 months are used for the ROIC calculation, the full impact will not be
reflected until one year after the lower tax rate became effective. If
the 21% U.S. federal corporate statutory tax rate following the
enactment of the Tax Act was applied to ROIC for all historic periods,
the company estimates that ROIC would have been 11.0% and 10.3% for the
12 months ended September 30, 2018 and 2017, respectively.
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6.
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Information reconciling forward-looking adjusted EBITDA to the
comparable GAAP financial measures is unavailable to the company
without unreasonable effort, as discussed below.
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7.
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Free cash flow is a non-GAAP measure. See the table below for
amounts and a reconciliation to the most comparable GAAP measure.
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Share Repurchase Program
In July 2018, the company commenced its previously announced $1.25
billion share repurchase program. As of September 30, 2018, the company
has repurchased $210 million of common stock under the program. The
company expects to pause repurchases under the program following the
completion of the pending BlueLine acquisition discussed above. The
company intends to complete the share repurchase program; however, it
will continue to evaluate its decision to do so as it integrates
BlueLine.
Conference Call
United Rentals will hold a conference call tomorrow, Thursday,
October 18, 2018, at 11:00 a.m. Eastern Time. The conference call number
is 855-458-4217 (international: 574-990-3618). The conference call will
also be available live by audio webcast at unitedrentals.com, where it
will be archived until the next earnings call. The replay number for the
call is 404-537-3406, passcode is 3484139.
Non-GAAP Measures
Free cash flow, earnings before interest, taxes, depreciation and
amortization (EBITDA), adjusted EBITDA, and adjusted earnings per share
(adjusted EPS) are non-GAAP financial measures as defined under the
rules of the SEC. Free cash flow represents net cash provided by
operating activities less purchases of, and plus proceeds from,
equipment. The equipment purchases and proceeds represent cash flows
from investing activities. EBITDA represents the sum of net income,
provision for income taxes, interest expense, net, depreciation of
rental equipment and non-rental depreciation and amortization. Adjusted
EBITDA represents EBITDA plus the sum of the merger related costs,
restructuring charge, stock compensation expense, net, and the impact of
the fair value mark-up of acquired fleet. Adjusted EPS represents EPS
plus the sum of the merger related costs, restructuring charge, the
impact on depreciation related to acquired fleet and property and
equipment, the impact of the fair value mark-up of acquired fleet, the
loss on repurchase/redemption of debt securities and amendment of ABL
facility, and merger related intangible asset amortization. The company
believes that: (i) free cash flow provides useful additional information
concerning cash flow available to meet future debt service obligations
and working capital requirements; (ii) EBITDA and adjusted EBITDA
provide useful information about operating performance and
period-over-period growth, and help investors gain an understanding of
the factors and trends affecting our ongoing cash earnings, from which
capital investments are made and debt is serviced; and (iii) adjusted
EPS provides useful information concerning future profitability.
However, none of these measures should be considered as alternatives to
net income, cash flows from operating activities or earnings per share
under GAAP as indicators of operating performance or liquidity.
Information reconciling forward-looking adjusted EBITDA to GAAP
financial measures is unavailable to the company without unreasonable
effort. The company is not able to provide reconciliations of adjusted
EBITDA to GAAP financial measures because certain items required for
such reconciliations are outside of the company’s control and/or cannot
be reasonably predicted, such as the provision for income taxes.
Preparation of such reconciliations would require a forward-looking
balance sheet, statement of income and statement of cash flow, prepared
in accordance with GAAP, and such forward-looking financial statements
are unavailable to the company without unreasonable effort. The company
provides a range for its adjusted EBITDA forecast that it believes will
be achieved, however it cannot accurately predict all the components of
the adjusted EBITDA calculation. The company provides an adjusted EBITDA
forecast because it believes that adjusted EBITDA, when viewed with the
company’s results under GAAP, provides useful information for the
reasons noted above. However, adjusted EBITDA is not a measure of
financial performance or liquidity under GAAP and, accordingly, should
not be considered as an alternative to net income or cash flow from
operating activities as an indicator of operating performance or
liquidity.
About United Rentals
United Rentals, Inc. is the largest equipment rental company in the
world. The company has an integrated network of 1,075 rental locations
in North America and 11 in Europe. In North America, the company
operates in 49 states and every Canadian province. The company’s
approximately 16,700 employees serve construction and industrial
customers, utilities, municipalities, homeowners and others. The company
offers approximately 3,800 classes of equipment for rent with a total
original cost of $12.90 billion. United Rentals is a member of the
Standard & Poor’s 500 Index, the Barron’s 400 Index and the Russell 3000
Index® and is headquartered in Stamford, Conn. Additional information
about United Rentals is available at unitedrentals.com.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995, known
as the PSLRA. These statements can generally be identified by the use of
forward-looking terminology such as “believe,” “expect,” “may,” “will,”
“should,” “seek,” “on-track,” “plan,” “project,” “forecast,” “intend” or
“anticipate,” or the negative thereof or comparable terminology, or by
discussions of vision, strategy or outlook. These statements are based
on current plans, estimates and projections, and, therefore, you should
not place undue reliance on them. No forward-looking statement can be
guaranteed, and actual results may differ materially from those
projected. Factors that could cause actual results to differ materially
from those projected include, but are not limited to, the following: (1)
the challenges associated with past or future acquisitions, including
NES, Neff, BakerCorp and the proposed BlueLine acquisition, such as
undiscovered liabilities, costs, integration issues and/or the inability
to achieve the cost and revenue synergies expected; (2) the risk that
the proposed BlueLine acquisition may not be completed; (3) a slowdown
in North American construction and industrial activities, which could
reduce our revenues and profitability; (4) our significant indebtedness,
which requires us to use a substantial portion of our cash flow for debt
service and can constrain our flexibility in responding to unanticipated
or adverse business conditions; (5) the inability to refinance our
indebtedness at terms that are favorable to us, or at all; (6) the
incurrence of additional debt, which could exacerbate the risks
associated with our current level of indebtedness; (7) noncompliance
with covenants in our debt agreements, which could result in termination
of our credit facilities and acceleration of outstanding borrowings; (8)
restrictive covenants and amount of borrowings permitted under our debt
agreements, which could limit our financial and operational flexibility;
(9) an overcapacity of fleet in the equipment rental industry; (10) a
decrease in levels of infrastructure spending, including lower than
expected government funding for construction projects; (11) fluctuations
in the price of our common stock and inability to complete stock
repurchases in the time frame and/or on the terms anticipated; (12) our
rates and time utilization being less than anticipated; (13) our
inability to manage credit risk adequately or to collect on contracts
with customers; (14) our inability to access the capital that our
business or growth plans may require; (15) the incurrence of impairment
charges; (16) trends in oil and natural gas could adversely affect
demand for our services and products; (17) our dependence on
distributions from subsidiaries as a result of our holding company
structure and the fact that such distributions could be limited by
contractual or legal restrictions; (18) an increase in our loss reserves
to address business operations or other claims and any claims that
exceed our established levels of reserves; (19) the incurrence of
additional costs and expenses (including indemnification obligations) in
connection with litigation, regulatory or investigatory matters; (20)
the outcome or other potential consequences of litigation and other
claims and regulatory matters relating to our business, including
certain claims that our insurance may not cover; (21) the effect that
certain provisions in our charter and certain debt agreements and our
significant indebtedness may have of making more difficult or otherwise
discouraging, delaying or deterring a takeover or other change of
control of us; (22) management turnover and inability to attract and
retain key personnel; (23) our costs being more than anticipated and/or
the inability to realize expected savings in the amounts or time frames
planned; (24) our dependence on key suppliers to obtain equipment and
other supplies for our business on acceptable terms; (25) our inability
to sell our new or used fleet in the amounts, or at the prices, we
expect; (26) competition from existing and new competitors; (27)
security breaches, cybersecurity attacks and other significant
disruptions in our information technology systems; (28) the costs of
complying with environmental, safety and foreign laws and regulations,
as well as other risks associated with non-U.S. operations, including
currency exchange risk; (29) labor difficulties and labor-based
legislation affecting our labor relations and operations generally; (30)
increases in our maintenance and replacement costs and/or decreases in
the residual value of our equipment; and (31) the effect of changes in
tax law, such as the effect of the Tax Cuts and Jobs Act that was
enacted on December 22, 2017. For a more complete description of these
and other possible risks and uncertainties, please refer to our Annual
Report on Form 10-K for the year ended December 31, 2017, as well as to
our subsequent filings with the SEC. The forward-looking statements
contained herein speak only as of the date hereof, and we make no
commitment to update or publicly release any revisions to
forward-looking statements in order to reflect new information or
subsequent events, circumstances or changes in expectations.
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UNITED RENTALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In millions, except per share amounts)
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Three Months Ended
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Nine Months Ended
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September 30,
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September 30,
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2018
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2017
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2018
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2017
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Revenues:
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Equipment rentals
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$
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1,861
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$
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1,536
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$
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4,951
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$
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4,069
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Sales of rental equipment
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140
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139
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478
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378
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Sales of new equipment
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54
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40
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140
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126
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Contractor supplies sales
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24
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21
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66
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60
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Service and other revenues
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37
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30
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106
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86
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Total revenues
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2,116
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1,766
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5,741
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4,719
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Cost of revenues:
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Cost of equipment rentals, excluding depreciation
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671
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557
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1,883
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1,556
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Depreciation of rental equipment
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343
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290
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988
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804
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Cost of rental equipment sales
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83
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84
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282
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225
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Cost of new equipment sales
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46
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34
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121
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108
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Cost of contractor supplies sales
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15
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14
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43
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42
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Cost of service and other revenues
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20
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14
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58
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42
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Total cost of revenues
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1,178
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993
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3,375
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2,777
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Gross profit
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938
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773
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2,366
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1,942
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Selling, general and administrative expenses
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265
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237
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736
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648
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Merger related costs
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11
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16
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14
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32
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Restructuring charge
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9
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9
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15
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28
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Non-rental depreciation and amortization
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75
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63
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213
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189
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Operating income
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578
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448
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1,388
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1,045
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Interest expense, net
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118
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131
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339
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338
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Other income, net
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—
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(5
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(2
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(5
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Income before provision for income taxes
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460
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322
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1,051
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712
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Provision for income taxes (1)
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127
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123
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265
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263
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Net income (1)
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$
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333
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$
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199
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$
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786
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$
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449
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Diluted earnings per share (1)
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$
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4.01
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$
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2.33
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$
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9.34
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$
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5.26
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|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The three and nine months ended September 30, 2018 reflect a
reduction in the U.S. federal corporate statutory tax rate from 35%
to 21% following the enactment of the Tax Cuts and Jobs Act in
December 2017, which contributed an estimated $0.73 and $1.68 to
diluted earnings per share for the three and nine months ended
September 30, 2018, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED RENTALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2018
|
|
|
December 31, 2017
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
$
|
65
|
|
|
|
$
|
352
|
|
|
Accounts receivable, net
|
|
|
|
1,438
|
|
|
|
1,233
|
|
|
Inventory
|
|
|
|
104
|
|
|
|
75
|
|
|
Prepaid expenses and other assets
|
|
|
|
85
|
|
|
|
112
|
|
|
Total current assets
|
|
|
|
1,692
|
|
|
|
1,772
|
|
|
Rental equipment, net
|
|
|
|
8,910
|
|
|
|
7,824
|
|
|
Property and equipment, net
|
|
|
|
529
|
|
|
|
467
|
|
|
Goodwill
|
|
|
|
4,313
|
|
|
|
4,082
|
|
|
Other intangible assets, net
|
|
|
|
895
|
|
|
|
875
|
|
|
Other long-term assets
|
|
|
|
15
|
|
|
|
10
|
|
|
Total assets
|
|
|
|
$
|
16,354
|
|
|
|
$
|
15,030
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
Short-term debt and current maturities of long-term debt
|
|
|
|
$
|
896
|
|
|
|
$
|
723
|
|
|
Accounts payable
|
|
|
|
688
|
|
|
|
409
|
|
|
Accrued expenses and other liabilities
|
|
|
|
503
|
|
|
|
536
|
|
|
Total current liabilities
|
|
|
|
2,087
|
|
|
|
1,668
|
|
|
Long-term debt
|
|
|
|
9,182
|
|
|
|
8,717
|
|
|
Deferred taxes
|
|
|
|
1,628
|
|
|
|
1,419
|
|
|
Other long-term liabilities
|
|
|
|
123
|
|
|
|
120
|
|
|
Total liabilities
|
|
|
|
13,020
|
|
|
|
11,924
|
|
|
Common stock
|
|
|
|
1
|
|
|
|
1
|
|
|
Additional paid-in capital
|
|
|
|
2,380
|
|
|
|
2,356
|
|
|
Retained earnings
|
|
|
|
3,791
|
|
|
|
3,005
|
|
|
Treasury stock
|
|
|
|
(2,660
|
)
|
|
|
(2,105
|
)
|
|
Accumulated other comprehensive loss
|
|
|
|
(178
|
)
|
|
|
(151
|
)
|
|
Total stockholders’ equity
|
|
|
|
3,334
|
|
|
|
3,106
|
|
|
Total liabilities and stockholders’ equity
|
|
|
|
$
|
16,354
|
|
|
|
$
|
15,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED RENTALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
$
|
333
|
|
|
|
$
|
199
|
|
|
|
$
|
786
|
|
|
|
$
|
449
|
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
|
418
|
|
|
|
353
|
|
|
|
1,201
|
|
|
|
993
|
|
|
Amortization of deferred financing costs and original issue discounts
|
|
|
|
3
|
|
|
|
2
|
|
|
|
9
|
|
|
|
6
|
|
|
Gain on sales of rental equipment
|
|
|
|
(57
|
)
|
|
|
(55
|
)
|
|
|
(196
|
)
|
|
|
(153
|
)
|
|
Gain on sales of non-rental equipment
|
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
(4
|
)
|
|
|
(4
|
)
|
|
Gain on insurance proceeds from damaged equipment
|
|
|
|
(4
|
)
|
|
|
(2
|
)
|
|
|
(18
|
)
|
|
|
(10
|
)
|
|
Stock compensation expense, net
|
|
|
|
30
|
|
|
|
24
|
|
|
|
73
|
|
|
|
64
|
|
|
Merger related costs
|
|
|
|
11
|
|
|
|
16
|
|
|
|
14
|
|
|
|
32
|
|
|
Restructuring charge
|
|
|
|
9
|
|
|
|
9
|
|
|
|
15
|
|
|
|
28
|
|
|
Loss on repurchase/redemption of debt securities and amendment of
ABL facility
|
|
|
|
—
|
|
|
|
31
|
|
|
|
—
|
|
|
|
43
|
|
|
Increase in deferred taxes
|
|
|
|
97
|
|
|
|
57
|
|
|
|
190
|
|
|
|
97
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in accounts receivable
|
|
|
|
(160
|
)
|
|
|
(156
|
)
|
|
|
(131
|
)
|
|
|
(172
|
)
|
|
Increase in inventory
|
|
|
|
(4
|
)
|
|
|
(4
|
)
|
|
|
(23
|
)
|
|
|
(9
|
)
|
|
Decrease (increase) in prepaid expenses and other assets
|
|
|
|
6
|
|
|
|
6
|
|
|
|
31
|
|
|
|
(1
|
)
|
|
(Decrease) increase in accounts payable
|
|
|
|
(213
|
)
|
|
|
(79
|
)
|
|
|
238
|
|
|
|
350
|
|
|
Increase (decrease) in accrued expenses and other liabilities
|
|
|
|
6
|
|
|
|
27
|
|
|
|
(62
|
)
|
|
|
43
|
|
|
Net cash provided by operating activities
|
|
|
|
474
|
|
|
|
427
|
|
|
|
2,123
|
|
|
|
1,756
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of rental equipment
|
|
|
|
(736
|
)
|
|
|
(572
|
)
|
|
|
(1,962
|
)
|
|
|
(1,485
|
)
|
|
Purchases of non-rental equipment
|
|
|
|
(54
|
)
|
|
|
(32
|
)
|
|
|
(134
|
)
|
|
|
(87
|
)
|
|
Proceeds from sales of rental equipment
|
|
|
|
140
|
|
|
|
139
|
|
|
|
478
|
|
|
|
378
|
|
|
Proceeds from sales of non-rental equipment
|
|
|
|
5
|
|
|
|
4
|
|
|
|
13
|
|
|
|
10
|
|
|
Insurance proceeds from damaged equipment
|
|
|
|
4
|
|
|
|
2
|
|
|
|
18
|
|
|
|
10
|
|
|
Purchases of other companies, net of cash acquired
|
|
|
|
(747
|
)
|
|
|
(98
|
)
|
|
|
(805
|
)
|
|
|
(1,063
|
)
|
|
Purchases of investments
|
|
|
|
—
|
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
(5
|
)
|
|
Net cash used in investing activities
|
|
|
|
(1,388
|
)
|
|
|
(558
|
)
|
|
|
(2,393
|
)
|
|
|
(2,242
|
)
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from debt
|
|
|
|
2,732
|
|
|
|
4,759
|
|
|
|
7,062
|
|
|
|
8,702
|
|
|
Payments of debt
|
|
|
|
(1,658
|
)
|
|
|
(4,613
|
)
|
|
|
(6,464
|
)
|
|
|
(8,156
|
)
|
|
Payments of financing costs
|
|
|
|
—
|
|
|
|
(37
|
)
|
|
|
(1
|
)
|
|
|
(44
|
)
|
|
Proceeds from the exercise of common stock options
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2
|
|
|
|
1
|
|
|
Common stock repurchased (1)
|
|
|
|
(211
|
)
|
|
|
(2
|
)
|
|
|
(606
|
)
|
|
|
(26
|
)
|
|
Net cash provided by (used in) financing activities
|
|
|
|
863
|
|
|
|
107
|
|
|
|
(7
|
)
|
|
|
477
|
|
|
Effect of foreign exchange rates
|
|
|
|
(1
|
)
|
|
|
10
|
|
|
|
(10
|
)
|
|
|
21
|
|
|
Net (decrease) increase in cash and cash equivalents
|
|
|
|
(52
|
)
|
|
|
(14
|
)
|
|
|
(287
|
)
|
|
|
12
|
|
|
Cash and cash equivalents at beginning of period
|
|
|
|
117
|
|
|
|
338
|
|
|
|
352
|
|
|
|
312
|
|
|
Cash and cash equivalents at end of period
|
|
|
|
$
|
65
|
|
|
|
$
|
324
|
|
|
|
$
|
65
|
|
|
|
$
|
324
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes, net
|
|
|
|
$
|
11
|
|
|
|
$
|
55
|
|
|
|
$
|
50
|
|
|
|
$
|
114
|
|
|
Cash paid for interest
|
|
|
|
166
|
|
|
|
128
|
|
|
|
379
|
|
|
|
305
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED RENTALS, INC.
|
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(continued)
|
|
|
|
|
|
(1)
|
|
We have an open $1.25 billion share repurchase program that
commenced in July 2018. We expect to pause repurchases under the
program following the completion of the pending BlueLine acquisition
discussed above. We intend to complete the share repurchase program;
however, we will continue to evaluate the decision to do so as we
integrate BlueLine. The common stock repurchases include i) shares
repurchased pursuant to our share repurchase programs and ii) shares
withheld to satisfy tax withholding obligations upon the vesting of
restricted stock unit awards.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED RENTALS, INC.
SEGMENT PERFORMANCE
($ in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
|
|
2018
|
|
|
2017
|
|
|
Change
|
|
|
2018
|
|
|
2017
|
|
|
Change
|
|
General Rentals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable segment equipment rentals revenue
|
|
|
|
$1,444
|
|
|
$1,237
|
|
|
16.7%
|
|
|
$3,977
|
|
|
$3,357
|
|
|
18.5%
|
|
Reportable segment equipment rentals gross profit
|
|
|
|
629
|
|
|
525
|
|
|
19.8%
|
|
|
1,598
|
|
|
1,350
|
|
|
18.4%
|
|
Reportable segment equipment rentals gross margin
|
|
|
|
43.6%
|
|
|
42.4%
|
|
|
120 bps
|
|
|
40.2%
|
|
|
40.2%
|
|
|
— bps
|
|
Trench, Power and Fluid Solutions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reportable segment equipment rentals revenue
|
|
|
|
$417
|
|
|
$299
|
|
|
39.5%
|
|
|
$974
|
|
|
$712
|
|
|
36.8%
|
|
Reportable segment equipment rentals gross profit
|
|
|
|
218
|
|
|
164
|
|
|
32.9%
|
|
|
482
|
|
|
359
|
|
|
34.3%
|
|
Reportable segment equipment rentals gross margin
|
|
|
|
52.3%
|
|
|
54.8%
|
|
|
(250) bps
|
|
|
49.5%
|
|
|
50.4%
|
|
|
(90) bps
|
|
Total United Rentals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equipment rentals revenue
|
|
|
|
$1,861
|
|
|
$1,536
|
|
|
21.2%
|
|
|
$4,951
|
|
|
$4,069
|
|
|
21.7%
|
|
Total equipment rentals gross profit
|
|
|
|
847
|
|
|
689
|
|
|
22.9%
|
|
|
2,080
|
|
|
1,709
|
|
|
21.7%
|
|
Total equipment rentals gross margin
|
|
|
|
45.5%
|
|
|
44.9%
|
|
|
60 bps
|
|
|
42.0%
|
|
|
42.0%
|
|
|
— bps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED RENTALS, INC.
DILUTED EARNINGS PER SHARE CALCULATION
(In millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders (1)
|
|
|
|
$
|
333
|
|
|
|
$
|
199
|
|
|
|
$
|
786
|
|
|
|
$
|
449
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic earnings per share—weighted-average common
shares
|
|
|
|
82.3
|
|
|
|
84.7
|
|
|
|
83.3
|
|
|
|
84.6
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee stock options
|
|
|
|
0.4
|
|
|
|
0.4
|
|
|
|
0.4
|
|
|
|
0.4
|
|
Restricted stock units
|
|
|
|
0.5
|
|
|
|
0.5
|
|
|
|
0.5
|
|
|
|
0.5
|
|
Denominator for diluted earnings per share—adjusted
weighted-average common shares
|
|
|
|
83.2
|
|
|
|
85.6
|
|
|
|
84.2
|
|
|
|
85.5
|
|
Diluted earnings per share (1)
|
|
|
|
$
|
4.01
|
|
|
|
$
|
2.33
|
|
|
|
$
|
9.34
|
|
|
|
$
|
5.26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The three and nine months ended September 30, 2018 reflect a
reduction in the U.S. federal corporate statutory tax rate from 35%
to 21% following the enactment of the Tax Cuts and Jobs Act in
December 2017, which contributed an estimated $0.73 and $1.68 to
diluted earnings per share for the three and nine months ended
September 30, 2018, respectively.
|
|
|
|
|
UNITED RENTALS, INC.
ADJUSTED EARNINGS PER SHARE GAAP
RECONCILIATION
We define “earnings per share – adjusted” as the sum of earnings per
share – GAAP, as reported plus the impact of the following special
items: merger related costs, merger related intangible asset
amortization, impact on depreciation related to acquired fleet and
property and equipment, impact of the fair value mark-up of acquired
fleet, restructuring charge and loss on repurchase/redemption of debt
securities and amendment of ABL facility. Management believes that
earnings per share - adjusted provides useful information concerning
future profitability. However, earnings per share - adjusted is not a
measure of financial performance under GAAP. Accordingly, earnings per
share - adjusted should not be considered an alternative to GAAP
earnings per share. The table below provides a reconciliation between
earnings per share – GAAP, as reported, and earnings per share –
adjusted.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
Earnings per share - GAAP, as reported (1)
|
|
|
|
$
|
4.01
|
|
|
|
$
|
2.33
|
|
|
|
$
|
9.34
|
|
|
|
$
|
5.26
|
|
|
After-tax impact of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merger related costs (2)
|
|
|
|
0.09
|
|
|
|
0.12
|
|
|
|
0.12
|
|
|
|
0.23
|
|
|
Merger related intangible asset amortization (3)
|
|
|
|
0.42
|
|
|
|
0.27
|
|
|
|
1.18
|
|
|
|
0.83
|
|
|
Impact on depreciation related to acquired fleet and property and
equipment (4)
|
|
|
|
0.02
|
|
|
|
0.07
|
|
|
|
0.19
|
|
|
|
0.05
|
|
|
Impact of the fair value mark-up of acquired fleet (5)
|
|
|
|
0.11
|
|
|
|
0.17
|
|
|
|
0.47
|
|
|
|
0.36
|
|
|
Restructuring charge (6)
|
|
|
|
0.09
|
|
|
|
0.07
|
|
|
|
0.13
|
|
|
|
0.21
|
|
|
Loss on repurchase/redemption of debt securities and amendment of
ABL facility
|
|
|
|
—
|
|
|
|
0.22
|
|
|
|
—
|
|
|
|
0.31
|
|
|
Earnings per share - adjusted (1)
|
|
|
|
$
|
4.74
|
|
|
|
$
|
3.25
|
|
|
|
$
|
11.43
|
|
|
|
$
|
7.25
|
|
|
Tax rate applied to above adjustments (1)
|
|
|
|
25.4
|
%
|
|
|
38.5
|
%
|
|
|
25.3
|
%
|
|
|
38.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The three and nine months ended September 30, 2018 reflect a
reduction in the U.S. federal corporate statutory tax rate from 35%
to 21% following the enactment of the Tax Cuts and Jobs Act in
December 2017, which contributed an estimated $0.73 and $1.68,
respectively, to earnings per share-GAAP, and $0.87 and $2.07,
respectively, to earnings per share-adjusted, for the three and nine
months ended September 30, 2018. 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 discussed above. As discussed above, the
BlueLine acquisition is expected to close in the fourth quarter of
2018, subject to Hart-Scott-Rodino clearance and customary
conditions. 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 has annual revenues of approximately $786 million.
|
|
(3)
|
|
Reflects the amortization of the intangible assets acquired in the
RSC, National Pump, NES, Neff and BakerCorp acquisitions.
|
|
(4)
|
|
Reflects the impact of extending the useful lives of equipment
acquired in the RSC, NES, Neff and BakerCorp 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 and Neff 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 three
restructuring programs. We have cumulatively incurred total
restructuring charges of $299 million under our restructuring
programs.
|
|
|
|
|
UNITED RENTALS, INC.
EBITDA AND ADJUSTED EBITDA GAAP
RECONCILIATIONS
(In millions)
EBITDA represents the sum of net income, provision for income taxes,
interest expense, net, depreciation of rental equipment, and non-rental
depreciation and amortization. Adjusted EBITDA represents EBITDA plus
the sum of the merger related costs, restructuring charge, stock
compensation expense, net, and the impact of the fair value mark-up of
acquired fleet. These items are excluded from adjusted EBITDA internally
when evaluating our operating performance and for strategic planning and
forecasting purposes, and allow investors to make a more meaningful
comparison between our core business operating results over different
periods of time, as well as with those of other similar companies. The
EBITDA and adjusted EBITDA margins represent EBITDA or adjusted EBITDA
divided by total revenue. Management believes that EBITDA and adjusted
EBITDA, when viewed with the Company’s results under GAAP and the
accompanying reconciliation, provide useful information about operating
performance and period-over-period growth, and provide additional
information that is useful for evaluating the operating performance of
our core business without regard to potential distortions. Additionally,
management believes that EBITDA and adjusted EBITDA help investors gain
an understanding of the factors and trends affecting our ongoing cash
earnings, from which capital investments are made and debt is serviced.
The table below provides a reconciliation between net income and EBITDA
and adjusted EBITDA.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
Net income
|
|
|
|
$
|
333
|
|
|
|
$
|
199
|
|
|
|
$
|
786
|
|
|
|
$
|
449
|
|
Provision for income taxes
|
|
|
|
127
|
|
|
|
123
|
|
|
|
265
|
|
|
|
263
|
|
Interest expense, net
|
|
|
|
118
|
|
|
|
131
|
|
|
|
339
|
|
|
|
338
|
|
Depreciation of rental equipment
|
|
|
|
343
|
|
|
|
290
|
|
|
|
988
|
|
|
|
804
|
|
Non-rental depreciation and amortization
|
|
|
|
75
|
|
|
|
63
|
|
|
|
213
|
|
|
|
189
|
|
EBITDA (A)
|
|
|
|
$
|
996
|
|
|
|
$
|
806
|
|
|
|
$
|
2,591
|
|
|
|
$
|
2,043
|
|
Merger related costs (1)
|
|
|
|
11
|
|
|
|
16
|
|
|
|
14
|
|
|
|
32
|
|
Restructuring charge (2)
|
|
|
|
9
|
|
|
|
9
|
|
|
|
15
|
|
|
|
28
|
|
Stock compensation expense, net (3)
|
|
|
|
30
|
|
|
|
24
|
|
|
|
73
|
|
|
|
64
|
|
Impact of the fair value mark-up of acquired fleet (4)
|
|
|
|
13
|
|
|
|
24
|
|
|
|
53
|
|
|
|
50
|
|
Adjusted EBITDA (B)
|
|
|
|
$
|
1,059
|
|
|
|
$
|
879
|
|
|
|
$
|
2,746
|
|
|
|
$
|
2,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A)
|
|
Our EBITDA margin was 47.1% and 45.6% for the three months ended
September 30, 2018 and 2017, respectively, and 45.1% and 43.3% for
the nine months ended September 30, 2018 and 2017, respectively.
|
|
B)
|
|
Our adjusted EBITDA margin was 50.0% and 49.8% for the three months
ended September 30, 2018 and 2017, respectively, and 47.8% and 47.0%
for the nine months ended September 30, 2018 and 2017, respectively.
|
|
|
|
|
|
(1)
|
|
Reflects transaction costs associated with the NES, Neff, BakerCorp
and BlueLine acquisitions discussed above. As discussed above, the
BlueLine acquisition is expected to close in the fourth quarter of
2018, subject to Hart-Scott-Rodino clearance and customary
conditions. 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 has 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 three restructuring
programs. We have cumulatively incurred total restructuring charges
of $299 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 and Neff acquisitions and subsequently sold.
|
|
|
|
|
UNITED RENTALS, INC.
EBITDA AND ADJUSTED EBITDA GAAP
RECONCILIATIONS (continued)
(In millions)
The table below provides a reconciliation between net cash provided by
operating activities and EBITDA and adjusted EBITDA.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
Net cash provided by operating activities
|
|
|
|
$
|
474
|
|
|
|
$
|
427
|
|
|
|
$
|
2,123
|
|
|
|
$
|
1,756
|
|
|
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
|
|
|
|
(3
|
)
|
|
|
(2
|
)
|
|
|
(9
|
)
|
|
|
(6
|
)
|
|
Gain on sales of rental equipment
|
|
|
|
57
|
|
|
|
55
|
|
|
|
196
|
|
|
|
153
|
|
|
Gain on sales of non-rental equipment
|
|
|
|
1
|
|
|
|
1
|
|
|
|
4
|
|
|
|
4
|
|
|
Gain on insurance proceeds from damaged equipment
|
|
|
|
4
|
|
|
|
2
|
|
|
|
18
|
|
|
|
10
|
|
|
Merger related costs (1)
|
|
|
|
(11
|
)
|
|
|
(16
|
)
|
|
|
(14
|
)
|
|
|
(32
|
)
|
|
Restructuring charge (2)
|
|
|
|
(9
|
)
|
|
|
(9
|
)
|
|
|
(15
|
)
|
|
|
(28
|
)
|
|
Stock compensation expense, net (3)
|
|
|
|
(30
|
)
|
|
|
(24
|
)
|
|
|
(73
|
)
|
|
|
(64
|
)
|
|
Loss on repurchase/redemption of debt securities and amendment of
ABL facility
|
|
|
|
—
|
|
|
|
(31
|
)
|
|
|
—
|
|
|
|
(43
|
)
|
|
Changes in assets and liabilities
|
|
|
|
336
|
|
|
|
220
|
|
|
|
(68
|
)
|
|
|
(126
|
)
|
|
Cash paid for interest
|
|
|
|
166
|
|
|
|
128
|
|
|
|
379
|
|
|
|
305
|
|
|
Cash paid for income taxes, net
|
|
|
|
11
|
|
|
|
55
|
|
|
|
50
|
|
|
|
114
|
|
|
EBITDA
|
|
|
|
$
|
996
|
|
|
|
$
|
806
|
|
|
|
$
|
2,591
|
|
|
|
$
|
2,043
|
|
|
Add back:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merger related costs (1)
|
|
|
|
11
|
|
|
|
16
|
|
|
|
14
|
|
|
|
32
|
|
|
Restructuring charge (2)
|
|
|
|
9
|
|
|
|
9
|
|
|
|
15
|
|
|
|
28
|
|
|
Stock compensation expense, net (3)
|
|
|
|
30
|
|
|
|
24
|
|
|
|
73
|
|
|
|
64
|
|
|
Impact of the fair value mark-up of acquired fleet (4)
|
|
|
|
13
|
|
|
|
24
|
|
|
|
53
|
|
|
|
50
|
|
|
Adjusted EBITDA
|
|
|
|
$
|
1,059
|
|
|
|
$
|
879
|
|
|
|
$
|
2,746
|
|
|
|
$
|
2,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Reflects transaction costs associated with the NES, Neff, BakerCorp
and BlueLine acquisitions discussed above. As discussed above, the
BlueLine acquisition is expected to close in the fourth quarter of
2018, subject to Hart-Scott-Rodino clearance and customary
conditions. 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 has 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 three restructuring
programs. We have cumulatively incurred total restructuring charges
of $299 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 and Neff acquisitions and subsequently sold.
|
|
|
|
|
UNITED RENTALS, INC.
FREE CASH FLOW GAAP RECONCILIATION
(In
millions)
We define “free cash flow” as net cash provided by operating activities
less purchases of, and plus proceeds from, equipment. The equipment
purchases and proceeds are included in cash flows from investing
activities. Management believes that free cash flow provides useful
additional information concerning cash flow available to meet future
debt service obligations and working capital requirements. However, free
cash flow is not a measure of financial performance or liquidity under
GAAP. Accordingly, free cash flow should not be considered an
alternative to net income or cash flow from operating activities as an
indicator of operating performance or liquidity. The table below
provides a reconciliation between net cash provided by operating
activities and free cash flow.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
Net cash provided by operating activities
|
|
|
|
$
|
474
|
|
|
|
$
|
427
|
|
|
|
$
|
2,123
|
|
|
|
$
|
1,756
|
|
|
Purchases of rental equipment
|
|
|
|
(736
|
)
|
|
|
(572
|
)
|
|
|
(1,962
|
)
|
|
|
(1,485
|
)
|
|
Purchases of non-rental equipment
|
|
|
|
(54
|
)
|
|
|
(32
|
)
|
|
|
(134
|
)
|
|
|
(87
|
)
|
|
Proceeds from sales of rental equipment
|
|
|
|
140
|
|
|
|
139
|
|
|
|
478
|
|
|
|
378
|
|
|
Proceeds from sales of non-rental equipment
|
|
|
|
5
|
|
|
|
4
|
|
|
|
13
|
|
|
|
10
|
|
|
Insurance proceeds from damaged equipment
|
|
|
|
4
|
|
|
|
2
|
|
|
|
18
|
|
|
|
10
|
|
|
Free cash flow (1)
|
|
|
|
$
|
(167
|
)
|
|
|
$
|
(32
|
)
|
|
|
$
|
536
|
|
|
|
$
|
582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Free cash flow included aggregate merger and restructuring related
payments of $16 million and $21 million for the three months ended
September 30, 2018 and 2017, respectively, and $32 million and $52
million for the nine months ended September 30, 2018 and 2017,
respectively.
|
|
|
|
|
The table below provides a reconciliation between 2018 forecasted net
cash provided by operating activities and free cash flow.
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
|
$2,725- $2,875
|
|
Purchases of rental equipment
|
|
|
|
$(2,000)-$(2,100)
|
|
Proceeds from sales of rental equipment
|
|
|
|
$600-$700
|
|
Purchases of non-rental equipment, net of proceeds from sales and
insurance proceeds from damaged equipment
|
|
|
|
$(75)-$(125)
|
|
Free cash flow (excluding the impact of merger and restructuring
related payments)
|
|
|
|
$1,250- $1,350
|
|
|
|
|
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Contacts
Ted Grace
(203) 618-7122
Cell: (203) 399-8951
tgrace@ur.com