UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2004
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 1-14387
United Rentals, Inc.
Commission File No. 1-13663
United Rentals (North America), Inc.
(Exact names of registrants as specified in their charters)
| Delaware | 06-1522496 | |
| Delaware | 06-1493538 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Nos.) | |
| Five Greenwich Office Park, Greenwich, Connecticut |
06830 | |
| (Address of principal executive offices) | (Zip Code) | |
(203) 622-3131
(Registrants’ telephone number, including area code)
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). x Yes ¨ No
As of May 6, 2004, there were 77,143,306 shares of the United Rentals, Inc. common stock, $.01 par value, outstanding. There is no market for the common stock of United Rentals (North America), Inc., all outstanding shares of which are owned by United Rentals, Inc.
This combined Form 10-Q is separately filed by (i) United Rentals, Inc. and (ii) United Rentals (North America), Inc. (which is a wholly owned subsidiary of United Rentals, Inc.). United Rentals (North America), Inc. meets the conditions set forth in general instruction H(1) (a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format permitted by such instruction.
UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004
INDEX
| Page | ||||
| PART I |
FINANCIAL INFORMATION | |||
| Item 1 |
Unaudited Consolidated Financial Statements | |||
| 4 | ||||
| 5 | ||||
| 6 | ||||
| 7 | ||||
| 8 | ||||
| 9 | ||||
| 10 | ||||
| 11 | ||||
| 12 | ||||
| Item 2 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
28 | ||
| Item 3 |
46 | |||
| Item 4 |
46 | |||
| PART II | OTHER INFORMATION | |||
| Item 1 |
47 | |||
| Item 6 |
47 | |||
| 50 | ||||
Certain statements contained in this Report are forward-looking in nature. Such statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “seek,” “on-track,” “plan,” “intend” or “anticipate,” or the negative thereof or comparable terminology, or by discussions of strategy. You are cautioned that our business and operations are subject to a variety of risks and uncertainties and, consequently, our actual results may materially differ from those projected by any forward-looking statements. Certain of these factors are discussed in Item 2 of Part I of this Report under the caption “—Factors that May Influence Future Results and Results Anticipated by Forward-Looking Statements.” We make no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made.
We make available on our internet website free of charge our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to such reports as soon as practicable after we electronically file such reports with the SEC. Our website address is www.unitedrentals.com. The information contained in our website is not incorporated by reference in this Report.
UNITED RENTALS
United Rentals is the largest equipment rental company in North America. We offer for rent over 600 types of equipment—everything from heavy machines to hand tools—through our network of more than 730 rental locations in the United States, Canada and Mexico. We currently serve approximately 1.9 million customers including construction and industrial companies, manufacturers, utilities, municipalities, homeowners and others.
Our fleet of rental equipment, the largest in the world, includes over 500,000 units having an original purchase price of approximately $3.7 billion. The fleet includes:
| • | General construction and industrial equipment, such as backhoes, skid-steer loaders, forklifts, earth moving equipment, material handling equipment, compressors, pumps and generators; |
| • | Aerial work platforms, such as scissor lifts and boom lifts; |
| • | General tools and light equipment, such as power washers, water pumps, heaters and hand tools; |
| • | Trench safety equipment for below ground work, such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment; and |
| • | Traffic control equipment, such as barricades, cones, warning lights, message boards and pavement marking systems. |
In addition to renting equipment, we sell used rental equipment, act as a dealer for new equipment and sell related merchandise, parts and service.
Industry Background
Based on industry sources, we estimate that the U.S. equipment rental industry has grown from approximately $6.6 billion in annual rental revenues in 1990 to about $23.5 billion in 2003. This represents a compound annual growth rate of approximately 10.3%, although in the past two years industry rental revenues decreased by about $1.3 billion. The recent downturn in industry revenues is a reflection of the significant slowdown in private non-residential construction activity. This activity declined 2% in the first quarter of 2004 from the same quarter last year, 5.2% in 2003 and 13.2% in 2002 according to Department of Commerce data. Our industry is particularly sensitive to changes in non-residential construction activity because to date the principal end market for rental equipment has been non-residential construction. When non-residential construction activity eventually rebounds, we would expect to see our industry resume its long-term growth trend.
1
We believe that long-term industry growth, in addition to reflecting general economic expansion, is being driven by an end-user market that increasingly recognizes the many advantages of renting equipment rather than owning. Customers recognize that by renting they can:
| • | avoid the large capital investment required for many equipment purchases; |
| • | access a broad selection of equipment and select the equipment best suited for each particular job; |
| • | reduce storage and maintenance costs; and |
| • | access the latest technology without investing in new equipment. |
While the construction industry has to date been the principal user of rental equipment, industrial companies, utilities and others are increasingly using rental equipment for plant maintenance, plant turnarounds and other operations requiring the periodic use of equipment. We believe that over the long term, increasing rentals by the industrial sector could become a more significant factor in driving our industry’s growth.
Competitive Advantages
We believe that we benefit from the following competitive advantages:
Large and Diverse Rental Fleet. Our rental fleet is the largest and most comprehensive in the industry, which allows us to:
| • | attract customers by providing “one-stop” shopping; |
| • | serve a diverse customer base and reduce our dependence on any particular customer or group of customers; and |
| • | serve customers that require substantial quantities and/or wide varieties of equipment. |
Significant Purchasing Power. We purchase large amounts of equipment, merchandise and other items, which enables us to negotiate favorable pricing, warranty and other terms with our vendors.
Operating Efficiencies. We benefit from the following operating efficiencies:
Equipment Sharing Among Branches. We generally group our branches into clusters of 10 to 30 locations that are in the same geographic area. Each branch within a cluster can access all available equipment in the cluster area. This increases equipment utilization because equipment that is idle at one branch can be marketed and rented through other branches. In the first quarter of 2004, the sharing of equipment among branches accounted for approximately 10.4%, or $49 million, of our total rental revenue.
Ability to Transfer Equipment Among Branches. The size of our branch network gives us the ability to take advantage of strength at a particular branch or in a particular region by permanently transferring underutilized equipment from weaker to stronger areas.
Consolidation of Common Functions. We reduce costs through the consolidation of functions that are common to our more than 730 branches, such as payroll, accounts payable, benefits and risk management, information technology and credit and collection.
State-of-the-Art Information Technology Systems. We have state-of-the-art information technology systems that facilitate our ability to make rapid and informed decisions, respond quickly to changing market conditions, and share equipment among branches. We have an in-house team of information technology specialists that supports our systems.
2
Strong Brand Recognition. We have strong brand recognition, which helps us to attract new customers and build customer loyalty.
Geographic and Customer Diversity. We have more than 730 branches in 47 states, seven Canadian provinces and Mexico and serve customers that range from Fortune 500 companies to small companies and homeowners. In 2003, we served more than 1.9 million customers and our top ten customers accounted for less than 3% of our revenues. We believe that our geographic and customer diversity provide us with many advantages including: (1) enabling us to better serve National Account customers with multiple locations, (2) helping us achieve favorable resale prices by allowing us to access used equipment resale markets across the country, (3) reducing our dependence on any particular customer and (4) reducing the impact that fluctuations in regional economic conditions have on our overall financial performance.
National Account Program. Our National Account sales force is dedicated to establishing and expanding relationships with large companies, particularly those with a national or multi-regional presence. We offer our National Account customers the benefits of a consistent level of service across North America, a wide selection of equipment and a single point of contact for all their equipment needs. We currently serve more than 1,700 National Account customers.
Strong and Motivated Branch Management. Each of our branches has a full-time branch manager who is supervised by a district manager from one of our 58 districts and a vice president from one of our nine regions. We believe that our managers are among the most knowledgeable and experienced in the industry, and we empower them—within budgetary guidelines—to make day-to-day decisions concerning branch matters. Senior management closely tracks branch, district and regional performance with extensive systems and controls, including performance benchmarks and detailed monthly operating reviews. The compensation of branch managers and certain other branch personnel is linked to their branch’s financial performance and return on assets. This incentivizes branch personnel to control costs, optimize pricing, share equipment with other branches and manage their fleet efficiently.
Risk Management and Safety Programs. We believe that we have one of the most comprehensive risk management and safety programs in the industry. Our risk management department is staffed by experienced professionals and is responsible for implementing our safety programs and procedures, developing our employee and customer training programs and managing any claims against us.
3
UNITED RENTALS, INC.
(Unaudited)
| March 31, 2004 |
December 31, 2003 |
|||||||
| (In thousands, except share data) |
||||||||
| ASSETS | ||||||||
| Cash and cash equivalents |
$ | 127,144 | $ | 79,449 | ||||
| Accounts receivable, net of allowance for doubtful accounts of $48,930 in 2004 and $47,439 in 2003 |
448,445 | 499,433 | ||||||
| Inventory |
114,140 | 105,987 | ||||||
| Prepaid expenses and other assets |
126,267 | 118,145 | ||||||
| Rental equipment, net |
2,121,325 | 2,071,492 | ||||||
| Property and equipment, net |
414,384 | 406,601 | ||||||
| Goodwill, net |
1,465,000 | 1,437,809 | ||||||
| Other intangible assets, net |
2,592 | 3,225 | ||||||
| $ | 4,819,297 | $ | 4,722,141 | |||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Liabilities: |
||||||||
| Accounts payable |
$ | 239,994 | $ | 150,796 | ||||
| Debt |
3,006,189 | 2,817,088 | ||||||
| Subordinated convertible debentures |
221,550 | 221,550 | ||||||
| Deferred taxes |
98,071 | 165,052 | ||||||
| Accrued expenses and other liabilities |
207,000 | 226,780 | ||||||
| Total liabilities |
3,772,804 | 3,581,266 | ||||||
| Commitments and contingencies |
||||||||
| Stockholders’ equity: |
||||||||
| Preferred stock—$.01 par value, 5,000,000 shares authorized: |
||||||||
| Series C perpetual convertible preferred stock—$300,000 liquidation preference, 300,000 shares issued and outstanding |
3 | 3 | ||||||
| Series D perpetual convertible preferred stock—$150,000 liquidation preference, 150,000 shares issued and outstanding |
2 | 2 | ||||||
| Common stock—$.01 par value, 500,000,000 shares authorized, 77,349,461 shares issued and outstanding in 2004 and 77,150,277 in 2003 |
773 | 771 | ||||||
| Additional paid-in capital |
1,333,527 | 1,329,946 | ||||||
| Deferred compensation |
(15,795 | ) | (25,646 | ) | ||||
| Accumulated deficit |
(295,903 | ) | (189,300 | ) | ||||
| Accumulated other comprehensive income |
23,886 | 25,099 | ||||||
| Total stockholders’ equity |
1,046,493 | 1,140,875 | ||||||
| $ | 4,819,297 | $ | 4,722,141 | |||||
See accompanying notes.
4
UNITED RENTALS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended March 31 |
||||||||
| 2004 |
2003 |
|||||||
| (In thousands) | ||||||||
| Revenues: |
||||||||
| Equipment rentals |
$ | 467,268 | $ | 443,648 | ||||
| Sales of rental equipment |
55,398 | 35,080 | ||||||
| Sales of equipment and contractor supplies and other revenues |
122,047 | 113,123 | ||||||
| Total revenues |
644,713 | 591,851 | ||||||
| Cost of revenues: |
||||||||
| Cost of equipment rentals, excluding depreciation |
264,780 | 252,404 | ||||||
| Depreciation of rental equipment |
90,758 | 80,743 | ||||||
| Cost of rental equipment sales |
37,431 | 23,255 | ||||||
| Cost of equipment and contractor supplies sales and other operating costs |
87,648 | 81,460 | ||||||
| Total cost of revenues |
480,617 | 437,862 | ||||||
| Gross profit |
164,096 | 153,989 | ||||||
| Selling, general and administrative expenses |
114,772 | 96,761 | ||||||
| Non-rental depreciation and amortization |
16,437 | 16,978 | ||||||
| Operating income |
32,887 | 40,250 | ||||||
| Interest expense |
45,942 | 50,975 | ||||||
| Interest expense—subordinated convertible debentures |
3,627 | |||||||
| Preferred dividends of a subsidiary trust |
3,681 | |||||||
| Other (income) expense, net |
160,902 | (106 | ) | |||||
| Loss before benefit for income taxes |
(177,584 | ) | (14,300 | ) | ||||
| Benefit for income taxes |
(70,981 | ) | (5,577 | ) | ||||
| Net loss |
$ | (106,603 | ) | $ | (8,723 | ) | ||
| Loss per share: |
||||||||
| Basic and diluted |
$ | (1.38 | ) | $ | (0.11 | ) | ||
See accompanying notes.
5
UNITED RENTALS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
| Series C Perpetual Convertible Preferred Stock |
Series D Perpetual Convertible Preferred Stock |
Common Stock |
Additional Paid-in Capital |
Deferred Compensation |
Retained Earnings |
Comprehensive Loss |
Accumulated Other Comprehensive Income |
|||||||||||||||||||||||
| Number of Shares |
Amount |
|||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||
| Balance, December 31, 2003 |
$ | 3 | $ | 2 | 77,150 | $ | 771 | $ | 1,329,946 | $ | (25,646 | ) | $ | (189,300 | ) | $ | 25,099 | |||||||||||||
| Comprehensive income (loss): |
||||||||||||||||||||||||||||||
| Net loss |
(106,603 | ) | (106,603 | ) | ||||||||||||||||||||||||||
| Other comprehensive income (loss): |
||||||||||||||||||||||||||||||
| Foreign currency translation adjustments |
(1,213 | ) | (1,213 | ) | ||||||||||||||||||||||||||
| Comprehensive loss: |
$ | (107,816 | ) | |||||||||||||||||||||||||||
| Exercise of common stock options and warrants |
199 | 2 | 3,581 | |||||||||||||||||||||||||||
| Amortization of deferred compensation |
9,851 | |||||||||||||||||||||||||||||
| Balance March 31, 2004 |
$ | 3 | $ | 2 | 77,349 | $ | 773 | $ | 1,333,527 | $ | (15,795 | ) | $ | (295,903 | ) | $ | 23,886 | |||||||||||||
See accompanying notes.
6
UNITED RENTALS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended March 31 |
||||||||
| 2004 |
2003 |
|||||||
| (In thousand | ||||||||