UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended June 30, 2003
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
06-1493538
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Nos.)
Five Greenwich Office Park,
Greenwich, Connecticut
(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).
As of August 12, 2003, there were 76,948,985 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 JUNE 30, 2003
INDEX
PART I
FINANCIAL INFORMATION
Item 1
Unaudited Consolidated Financial Statements
United Rentals, Inc. Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002 (unaudited)
United Rentals, Inc. Consolidated Statements of Operations for the Six and Three Months Ended June 30, 2003 and 2002 (unaudited)
United Rentals, Inc. Consolidated Statement of Stockholders’ Equity for the Six Months Ended June 30, 2003 (unaudited)
United Rentals, Inc. Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2003 and 2002 (unaudited)
United Rentals (North America), Inc. Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002 (unaudited)
United Rentals (North America), Inc. Consolidated Statements of Operations for the Six and Three Months Ended June 30, 2003 and 2002 (unaudited)
United Rentals (North America), Inc. Consolidated Statement of Stockholder’s Equity for the Six Months Ended June 30, 2003 (unaudited)
United Rentals (North America), Inc. Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2003 and 2002 (unaudited)
Notes to Unaudited Consolidated Financial Statements
Item 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3
Quantitative and Qualitative Disclosures about Market Risk
Item 4
Controls and Procedures
PART II
OTHER INFORMATION
Legal Proceedings
Submission of Matters to a Vote of Security Holders
Item 6
Exhibits and Reports on Form 8-K
Signatures
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 Accuracy of 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 the world. We offer for rent over 600 types of equipment—everything from heavy machines to hand tools—through our network of more than 750 rental locations in the United States, Canada and Mexico. We currently serve more than 1.7 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:
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 $6.5 billion in annual rental revenues in 1990 to about $24 billion in 2002. This represents a compound annual growth rate of approximately 11.5%, although in the past two years industry rental revenues decreased by about $2 billion. The recent downturn in industry revenues is a reflection of the significant slowdown in private non-residential construction activity. This activity was down 16.4% in 2002 from 2001 and 8.7% in the first half of 2003 from the same period last year 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.
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We believe that long-term industry growth, in addition to reflecting general economic expansion, is 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:
While the construction industry has been the principal user of rental equipment to date, 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. This allows us to:
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 second quarter of 2003, the sharing of equipment among branches accounted for approximately 12.4%, or $68 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 750 branches, such as payroll, accounts payable, benefits and risk management, information technology and credit and collection, into 17 credit offices and two service centers.
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 who 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 750 branches in 47 states, seven Canadian provinces and Mexico and serve customers that range from Fortune 500 companies to small companies and homeowners. We currently serve more than 1.7 million customers and our top ten customers account 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 1,753 National Account customers.
Strong and Motivated Branch Management. Each of our branches has a full-time branch manager who is supervised by one of our 56 district managers and nine regional vice presidents. 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 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 fleet efficiently.
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CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
Cash and cash equivalents
Accounts receivable, net of allowance for doubtful accounts of $46,450 in 2003 and $48,542 in 2002
Inventory
Prepaid expenses and other assets
Rental equipment, net
Property and equipment, net
Goodwill, net
Other intangible assets, net
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable
Debt
Deferred taxes
Accrued expenses and other liabilities
Total liabilities
Commitments and contingencies
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust
Stockholders’ equity:
Preferred stock—$.01 par value, 5,000,000 shares authorized:
Series C perpetual convertible preferred stock—$300,000 liquidation preference, 300,000 shares issued and outstanding
Series D perpetual convertible preferred stock—$150,000 liquidation preference, 150,000 shares issued and outstanding
Common stock—$.01 par value, 500,000,000 shares authorized, 76,942,735 shares issued and outstanding in 2003 and 76,657,521 in 2002
Additional paid-in capital
Deferred compensation
Retained earnings
Accumulated other comprehensive income (loss)
Total stockholders’ equity
See accompanying notes.
4
CONSOLIDATED STATEMENTS OF OPERATIONS
Six Months Ended
June 30
Three Months Ended
Revenues:
Equipment rentals
Sales of rental equipment
Sales of equipment and merchandise and other revenues
Total revenues
Cost of revenues:
Cost of equipment rentals, excluding depreciation
Depreciation of rental equipment
Cost of rental equipment sales
Cost of equipment and merchandise sales and other operating costs
Total cost of revenues
Gross profit
Selling, general and administrative expenses
Non-rental depreciation and amortization
Operating income
Interest expense
Preferred dividends of a subsidiary trust
Other (income) expense, net
Income before provision for income taxes and cumulative effect of change in accounting principle
Provision for income taxes
Income before cumulative effect of change in accounting principle
Cumulative effect of change in accounting principle, net of tax benefit of $60,529
Net income (loss)
Earnings (loss) per share—basic:
Income available to common stockholders before cumulative effect of change in accounting principle
Cumulative effect of change in accounting principle, net
Income (loss) available to common stockholders
Earnings (loss) per share—diluted:
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Balance, December 31, 2002
Comprehensive income:
Net income
Other comprehensive income:
Foreign currency translation adjustments
Derivatives qualifying as hedges, net of tax
Comprehensive income
Issuance of common stock under compensation plans, net of forfeitures
Amortization of deferred compensation
Balance, June 30, 2003
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CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash Flows From Operating Activities:
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
197,013
186,348
Gain on sales of rental equipment
(25,638
)
(32,789
4,780
31,796
9,409
5,525
Cumulative effect of change in accounting principle
288,339
Changes in operating assets and liabilities:
Accounts receivable
(22,411
(47,884
(8,369
(13,131
(5,721
(14,629
10,495
47,869
5,916
(52,427
Net cash provided by operating activities
Cash Flows From Investing Activities:
Purchases of rental equipment
Purchases of property and equipment
Proceeds from sales of rental equipment
In-process acquisition costs
Deposits on rental equipment purchases
Purchases of other companies
Net cash used in investing activities
Cash Flows From Financing Activities:
Proceeds from debt
Payments of debt
Payments of financing costs
Proceeds from the exercise of common stock options
Shares repurchased and retired
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust repurchasedand retired
Net cash provided by financing activities
Effect of foreign exchange rates
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for income taxes, net of refunds
Supplemental disclosure of non-cash investing and financing activities:
The Company acquired the net assets and assumed certain liabilities of other companies as follows:
Assets, net of cash acquired
Liabilities assumed
Due to seller and other payments
Net cash paid
7
LIABILITIES AND STOCKHOLDER’S EQUITY
Stockholder’s equity:
Common stock—$.01 par value, 3,000 shares authorized, 1,000 shares issued and outstanding
Accumulated deficit
Total stockholder’s equity
8
9
CONSOLIDATED STATEMENT OF STOCKHOLDER’S EQUITY
Additional
Paid-InCapital
Accumulated
Deficit
Comprehensive
Income
Number
of Shares
Dividend distributions to parent
10
Capital contributions by parent
11
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
General
United Rentals, Inc., (“Holdings” or the “Company”) is principally a holding company and conducts its operations primarily through its wholly owned subsidiary United Rentals (North America), Inc. (“URI”) and subsidiaries of URI. Separate footnote information is not presented for the financial statements of URI and subsidiaries as that information is substantially equivalent to that presented below. Earnings per share data is not provided for the operating results of URI and its subsidiaries as they are wholly owned subsidiaries of Holdings.
The Consolidated Financial Statements of the Company included herein are unaudited and, in the opinion of management, such financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the results of the interim periods presented. Interim financial statements do not require all disclosures normally presented in year-end financial statements, and, accordingly, certain disclosures have been omitted. Results of operations for the six and three month periods ended June 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. The Consolidated Financial Statements included herein should be read in conjunction with the Company’s Consolidated Financial Statements and related Notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
Impact of Recently Issued Accounting Standards
In April 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections”. This standard rescinds SFAS No. 4, “Reporting Gains and Losses from Extinguishment of Debt”, and an amendment of that Statement, SFAS No. 64, “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements”. This standard also rescinds SFAS No. 44, “Accounting for Intangible Assets of Motor Carriers”. This standard amends SFAS No. 13, “Accounting for Leases”, to eliminate an inconsistency related to the required accounting for sale-leaseback transactions and certain lease modifications. This standard also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. The Company adopted this standard on January 1, 2003, and reclassified a pre-tax extraordinary loss of approximately $18.1 million recognized during the second quarter of 2001 to operating income. The adoption of the remaining provisions of SFAS No. 145 did not have a material effect on the Company’s consolidated financial position or results of operations.
In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure”. This standard provides alternative methods of transition to the fair value method of accounting for stock-based employee compensation under SFAS No. 123, “Accounting for Stock-Based Compensation,” but does not require the Company to use the fair value method. This standard also amends certain disclosure requirements related to stock-based employee compensation. The Company adopted the disclosure portion of this standard as of December 31, 2002 and such adoption is reflected under “—Stock-Based Compensation” below.
In January 2003, the FASB issued Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities,” which addresses consolidation of variable interest entities (“VIEs”). FIN 46 requires a VIE to be consolidated by a parent company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. A VIE is a
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
corporation, partnership, trust or any other legal structure used for business purposes that either does not have equity investors with voting rights or has equity investors that do not provide sufficient financial resources for the entity to support its activities. The consolidation requirements of FIN 46 apply immediately to VIEs created after January 31, 2003. For entities created prior to February 1, 2003, these requirements apply in the first interim period beginning after June 15, 2003.
The Company leases a portion of its rental equipment under operating leases. Under the accounting standards that were applicable prior to July 1, 2003, neither the equipment subject to these leases nor the lease obligations were reflected on the Company’s balance sheet as of June 30, 2003 or any prior date.
As of July 1, 2003, a substantial portion of the Company’s operating leases were with VIEs and were impacted by FIN 46. In accordance with FIN 46, effective as of July 1, 2003, the Company is required to: (i) record the lease payment obligations under these leases (including any potential liability associated with guarantees of residual value) as a liability on its balance sheet (approximately $320 million), (ii) record the equipment subject to these leases as an asset on its balance sheet based on the carrying amount as of July 1, 2003 (estimated to be in the range of $250 million to $270 million); and (iii) recognize a non-cash expense designated as “cumulative effect of change in accounting principle” equal to the amount by which the additional liabilities recorded in connection with the adoption of FIN 46 exceeds the additional assets so recorded (estimated to be in the range of $50 million to $70 million).
The Company may modify some or all of the above-mentioned operating leases in a manner that would cause the Company to no longer consolidate those leases under FIN 46. Upon the effectiveness of any such lease modification, the lease obligations under such lease (other than any residual guarantee amounts) and the related equipment would cease to be reflected on the Company’s balance sheet.
In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. This standard amends and clarifies financial accounting and reporting for derivative instruments and for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. This standard is effective for contracts entered into or modified after June 30, 2003, except as stated below and for hedging relationships designated after June 30, 2003. The provisions of this standard that relate to SFAS No. 133 Implementation Issues that have been effective for fiscal quarters that began prior to June 15, 2003, should continue to be applied in accordance with their respective effective dates. The adoption of this standard regarding the provisions effective after June 30, 2003 is not expected to have a material effect on the Company’s statements of financial position or results of operations.
In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This standard requires financial instruments falling within the scope of this standard be classified as liabilities. This standard is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective with the first interim period beginning after June 15, 2003. Upon adoption of this standard, the Company will reclassify its company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust to the liabilities section of the balance sheet.
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Stock-Based Compensation
The Company accounts for its stock-based compensation arrangements using the intrinsic value method under the provisions of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees”. At June 30, 2003, the Company had six stock-based compensation plans. Since stock options are granted by the Company with exercise prices at or greater than the fair value of the shares at the date of grant, no compensation expense is recognized. Restricted stock awards granted by the Company are recognized as deferred compensation. The Company recognizes compensation expense related to these restricted stock awards over their vesting periods or earlier upon acceleration of vesting. During 2003, the Company accelerated the vesting of approximately 235,000 shares of restricted stock. The following table provides additional information related to the Company’s stock-based compensation arrangements for the six and three months ended June 30, 2003 and 2002 had the Company used the fair value method of accounting for stock-based employee compensation under SFAS No. 123 (in thousands, except per share data):
Six Months
Ended June 30
Three Months
Net income (loss), as reported
Plus: Stock-based compensation expense included in reported net income (loss), net of tax
Less: Stock-based compensation expense determined using the fair value method, net of tax
Pro forma net income (loss)
Basic loss per share:
As reported
Pro forma
Diluted loss per share:
2. Acquisitions
During the six months ended June 30, 2003, the Company completed one acquisition and during the year ended December 31, 2002, the Company completed two acquisitions, one of which is further described below. The results of operations of the businesses acquired in these acquisitions have been included in the Company’s results of operations from their respective acquisition dates.
On June 30, 2002, the Company acquired 35 rental locations from National Equipment Services, Inc. for approximately $111.6 million in cash, which was determined based primarily on the number of locations acquired and their financial performance. The acquisition of these rental locations was made to complement the Company’s existing network of rental locations. The results of operations of the acquisition are included in the Company’s statement of operations as of the date of acquisition.
The purchase prices for the acquisitions have been allocated to the assets acquired and liabilities assumed based on their respective fair values at their respective acquisition dates. However, the Company has not completed its valuation of its 2003 purchase and, accordingly, the purchase price allocations are subject to change when additional information concerning asset and liability valuations are completed. The preliminary purchase price allocations that are subject to change primarily consist of rental and non-rental equipment valuations. These allocations are finalized within 12 months of the acquisition date and are not expected to result in significant differences between the preliminary and final allocations.
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The following table summarizes, on an unaudited pro forma basis, the results of operations of the Company for the six and three months ended June 30, 2002 as though each acquisition which was consummated during the period January 1, 2003 to June 30, 2003 as mentioned above and in Note 3 to the Notes to Consolidated Financial Statements included in the Company’s 2002 Annual Report on Form 10-K was made on January 1, 2002 (in thousands, except per share data):
Revenues
Basic earnings per share before cumulative effect of change in accounting principle
Basic earnings (loss) per share
Diluted earnings per share before cumulative effect of change in accounting principle
Diluted earnings (loss) per share
The unaudited pro forma results are based upon certain assumptions and estimates which are subject to change. These results are not necessarily indicative of the actual results of operations that might have occurred, nor are they necessarily indicative of expected results in the future.
Since the acquisition made in 2003 had an insignificant impact on the Company’s pro forma results of operations for the six and three months ended June 30, 2003, such pro forma results of operations are not shown.
3. Goodwill and Other Intangible Assets
Goodwill consists of the excess of cost over the fair value of indentifiable net assets acquired. The goodwill related to an acquisition is allocated to the acquired branches and other branches that are expected to benefit from synergies resulting from the acquisition. The allocation among such branches is based upon the relative financial performance of each branch.
Changes in the Company’s carrying amount of goodwill for the first six months of 2003 are as follows (in thousands):
Balance at December 31, 2002
Foreign currency translation and other adjustments
Goodwill related to acquisitions
Balance at June 30, 2003
As required upon the adoption of SFAS No. 142 on January 1, 2002, the Company recorded a non-cash charge of approximately $348.9 million ($288.3 million, net of tax). This impairment charge, net of tax benefit, was recorded on the statement of operations as a “Cumulative Effect of Change in Accounting Principle.”
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In the fourth quarter of 2002, during the Company’s first annual impairment analysis, it recorded an additional non-cash impairment charge of approximately $247.9 million. This impairment charge was recorded on the statement of operations as “goodwill impairment.”
The Company will perform its next annual impairment test as required under SFAS No. 142, “Goodwill and Other Intangible Assets,” as of October 1, 2003. Impairment testing may be required earlier if events or circumstances suggest the Company’s goodwill could be impaired. Any future goodwill impairment charge would be recorded on the statement of operations as “goodwill impairment” and would reduce operating income.
The Company tests for goodwill impairment on a branch-by-branch basis rather than on an aggregate basis. This means that a goodwill write-off is required even if only one or a limited number of the Company’s branches has impairment as of the annual testing date or at any other date when an indicator of impairment may exist and even if there is no impairment for all its branches on an aggregate basis. Factors that may cause future impairment at a particular branch, in addition to macroeconomic factors that affect all the Company’s branches, include changes in local demand and local competitive conditions. The fact that the Company tests for impairment on a branch-by-branch basis increases the likelihood that the Company will be required to take additional non-cash goodwill write-offs in the future, although the Company cannot quantify at this time the magnitude of any future write-offs. Future goodwill write-offs, if required, may have a material adverse effect on the Company’s results.
Other intangible assets consist of non-compete agreements and are amortized over periods ranging from three to eight years. The cost of other intangible assets and the related accumulated amortization as of June 30, 2003 were $17.1 million and $12.9 million, respectively, and as of December 31, 2002 were $17.0 million and $11.2 million, respectively. Amortization expense of other intangible assets was $1.8 million for the first six months of 2003.
As of June 30, 2003, estimated amortization expense of other intangible assets for the remainder of 2003 and for each of the next five years is as follows (in thousands):
Remainder of 2003
2004
2005
2006
2007
2008
Thereafter
4. Restructuring Charges
The Company adopted a restructuring plan in 2001 and a restructuring plan in the fourth quarter of 2002 as described below. In connection with these plans, the Company recorded pre-tax restructuring charges of $28.9 million in 2001 and $28.3 million in the fourth quarter of 2002.
The 2001 plan involved the following principal elements: (i) 31 underperforming branches and five administrative offices were closed or consolidated with other locations ($18.3 million), (ii) the reduction of the Company’s workforce by 489 through the termination of branch and administrative personnel ($5.7 million) and (iii) certain information technology hardware and software was no longer used ($4.9 million).
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The 2002 plan involved the following principal elements: (i) the closure or consolidation with other locations of 42 underperforming branches and five administrative offices (including 36 closed or consolidated as of June 30, 2003) ($24.6 million); (ii) a reduction of the Company’s workforce by 412 (including 342 terminated as of June 30, 2003) ($2.8 million), and (iii) a certain information technology project was abandoned ($0.9 million).
The aggregate balance of the 2001 and 2002 charges was $20.9 million as of June 30, 2003, consisting of $1.4 million for the 2001 charge and $19.5 million for the 2002 charge, and $27.1 million as of December 31, 2002, consisting of $2.3 million for the 2001 charge and $24.8 million for the 2002 charge. The Company estimates that approximately $7.2 million (primarily in cash) of the aggregate amount will be paid by December 31, 2003 and approximately $13.7 million will be paid in future periods.
Components of the restructuring charges are as follows (in thousands):
Costs to vacate facilities
Workforce reduction costs
Information technology costs
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5. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except per share data):
Numerator:
Plus: Liquidation preference in excess of amounts paid for convertible preferred securities
Income available to common stockholders
Denominator:
Denominator for basic earnings per share—weighted-average shares
Effect of dilutive securities:
Employee stock options
Warrants
Series C perpetual convertible preferred stock
Series D perpetual convertible preferred stock
Denominator for diluted earnings per share—adjusted weighted-average shares
Earnings per share—basic:
Earnings per share—diluted:
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6. Financing Transactions
New 10 3/4% Senior Notes. On April 9, 2003, URI issued an additional $200 million aggregate principal amount of its 10 3/4% Senior Notes (the “2003 10 3/4% Notes”) which are due April 15, 2008. The gross proceeds to the Company from the sale of the 2003 10 3/4% Notes were $207 million and the net proceeds were approximately $202 million (after deducting the initial purchasers’ discount and estimated offering expenses). The 2003 10 3/4% Notes mature on April 15, 2008 and may be redeemed by URI on or after April 15, 2005, at specified redemption prices that range from 105.375% in 2005 to 100.0% in 2007 and thereafter. In addition, on or prior to April 15, 2004, URI may, at its option, use the proceeds of a public equity offering to redeem up to 35% of the outstanding 2003 10 3/4% Notes at a redemption price of 110.75%. The indenture governing the 2003 10 3/4% Notes contains certain restrictive covenants, including limitations on (i) additional indebtedness, (ii) restricted payments, (iii) liens, (iv) dividends and other payments, (v) preferred stock of certain subsidiaries, (vi) transactions with affiliates, (vii) the disposition of proceeds of asset sales and (viii) the Company’s ability to consolidate, merge or sell all or substantially all of its assets. The Company used substantially all of the net proceeds from the 2003 10 3/4% Notes to pay down its outstanding borrowings under its receivables securitization facility.
New Receivables Securitization Facility. On June 17, 2003, the Company obtained a new accounts receivable securitization facility under which one of its subsidiaries can borrow up to $250 million against a collateral pool of accounts receivable. Upon obtaining this facility, the Company terminated its existing accounts receivable securitization facility.
The borrowings under the new facility and the receivables in the collateral pool are included in the liabilities and assets, respectively, reflected on the Company’s consolidated balance sheet. However, such assets are only available to satisfy the obligations of the borrower subsidiary.
Key terms of this facility include:
Outstanding borrowing under the facility generally accrue interest at the commercial paper rate plus 1%. However, after expiration or early termination of the facility, outstanding borrowings will accrue interest at 0.5% plus the greater of (i) the prime rate and (ii) the Federal Funds Rate plus 0.5%. The Company is also required to pay a commitment fee of 0.45% per annum in respect of undrawn commitments under the facility. As of June 30, 2003, (i) the outstanding borrowings under the facility were approximately $13.0 million and (ii) the aggregate face amount of the receivables in the collateral pool was approximately $360.2 million.
The agreement governing this facility is scheduled to expire on September 30, 2006. However, the lenders under this facility, at their option, may terminate the facility earlier upon the occurrence of certain events, including: (i) the long-term senior secured debt rating of United Rentals (North America), Inc. or, subject to certain conditions, United Rentals, Inc., is downgraded to be at or below “B” by Standard & Poor’s Rating Services; (ii) the long-term senior unsecured debt rating of United Rentals (North America), Inc. or, subject to
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certain conditions, United Rentals, Inc., is downgraded to be at or below “CCC+” by Standard & Poor’s Rating Services; (iii) the long-term issuer rating of United Rentals (North America), Inc. or, subject to certain conditions, United Rentals, Inc., is downgraded to be at or below “Caa” by Moody’s Investors Service; (iv) the long-term senior implied rating of United Rentals (North America), Inc. or, subject to certain conditions, United Rentals, Inc., is downgraded to be at or below “B3” by Moody’s Investors Service; or (v) either Standard & Poor’s Rating Services or Moody’s Investors Service ceases to provide any such rating.
Interest Rate Swap Agreements. During the second quarter of 2003, the Company entered into an interest rate swap agreement that converted $100 million of the 2003 10 3/4% Notes to a floating rate instrument through 2008. Changes in the fair value of this hedge, designated a fair value hedge, and along with an offsetting change in the fair value of the hedged item, are recorded in the statement of operations. There is no ineffectiveness related to this hedge.
7. Comprehensive Income
The following table sets forth the Company’s comprehensive income (loss) (in thousands):
Other comprehensive income (loss):
Foreign currency translation adjustment
Comprehensive income (loss)
8. Guarantees
Restricted Stock. The Company has granted to employees other than executive officers and directors approximately 1,200,000 shares of restricted stock that contain the following provisions. The shares vest in 2004, 2005 or 2006 or earlier upon a change in control of the Company, death, disability, retirement or certain terminations of employment, and are subject to forfeiture prior to vesting on certain other terminations of employment, the violation of non-compete provisions and certain other events. The grants provide that the Company will pay to employees who vest in their restricted stock, and who sell their restricted stock within five trading days after vesting, a maximum aggregate amount for all these employees of: (i) approximately $300,000 for each dollar by which the per share proceeds of these sales are less than $27.26 but more than $15.17; (ii) approximately $800,000 for each dollar by which the per share proceeds of these sales are less than $15.17 but more than $9.18; and (iii) approximately $1,200,000 for each dollar by which the per share proceeds of these sales are less than $9.18.
Operating Leases. As part of certain of its equipment operating leases, the Company guarantees that the value of the equipment at the end of the lease term will not be less than a specified projected residual value. The use of these guarantees helps to lower the Company’s monthly operating lease payments. The Company does not know at this time the extent to which the actual residual values may be less than the guaranteed residual values and, accordingly, cannot quantify the amount that it will be required to pay, if any, under these guarantees. If the actual residual value for all equipment subject to such guarantees were to be zero, then the Company’s maximum potential liability under these guarantees would be approximately $268.8 million. Under the accounting standards that were applicable prior to July 1, 2003, this potential liability was not reflected on the Company’s balance sheet as of June 30, 2003 or any prior date. As described earlier in Note 1, effective July 1, 2003, the liabilities associated with certain of the Company’s operating leases (including any potential liabilities associated with the guarantee of residual value) are required to be recorded as a liability on its balance sheet.
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10. Condensed Consolidating Financial Information of Guarantor Subsidiaries
Certain indebtedness of URI, a 100%-owned subsidiary of Holdings (the “Parent”), is guaranteed by URI’s United States subsidiaries (the “guarantor subsidiaries”) and, in certain cases, also by Parent. However, this indebtedness is not guaranteed by URI’s foreign subsidiaries (the “non-guarantor subsidiaries”). The guarantor subsidiaries are all 100%-owned and the guarantees are made on a joint and several basis and are full and unconditional (subject to subordination provisions and subject to a standard limitation which provides that the maximum amount guaranteed by each guarantor will not exceed the maximum amount that can be guaranteed without making the guarantee void under fraudulent conveyance laws). Separate consolidated financial statements of the guarantor subsidiaries have not been presented because management believes that such information would not be material to investors. However, condensed consolidating financial information as of June 30, 2003 and December 31, 2002, and for each of the six and three month periods ended June 30, 2003 and 2002, are presented. The condensed consolidating financial information of the Company and its subsidiaries are as follows:
CONDENSED CONSOLIDATING BALANCE SHEET
June 30, 2003
Guarantor
Subsidiaries
Non-Guarantor
Other and
Eliminations
Consolidated
Total
Accounts receivable, net
Intercompany receivable (payable)
Investment in subsidiaries
Intangible assets, net
Company-obligated mandatorilyredeemable convertible preferredsecurities of a subsidiary trust
Preferred stock
Common stock
Accumulated other comprehensiveincome (loss)
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December 31, 2002
Accumulated other comprehensive loss
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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Operating income (loss)
Income (loss) before provision (benefit) for income taxes
Provision (benefit) for income taxes
Income (loss) before equity in net earnings of subsidiaries
Equity in net earnings of subsidiaries
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Income (loss) before provision (benefit) for income taxes and cumulative effect of change in accounting principle
Income (loss) before cumulative effect of change in accounting principle and equity in net earnings of subsidiaries
Loss before equity in net loss of subsidiaries
Equity in net loss of subsidiaries
Net loss
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25
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CONDENSED CONSOLIDATING CASH FLOW INFORMATION
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Cash flows from financing activities:
Proceeds from dividends from subsidiary
Net cash provided by (used in) financing activities
Net increase in cash andcash equivalents
Cash and cash equivalents at endof period
Supplemental disclosure of cashflow information:
Supplemental disclosure of non-cash investingand financing activities:
The Company acquired the net assets andassumed certain liabilities of othercompanies as follows:
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Capital contributed to subsidiary
Common shares repurchased and retired
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust repurchased and retired
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion reviews our operations for the six and three months ended June 30, 2003 and 2002 and should be read in conjunction with the Unaudited Consolidated Financial Statements and related Notes included herein and the Consolidated Financial Statements and related Notes included in our 2002 Annual Report on Form 10-K.
We are the largest equipment rental company in the world. Our revenues are divided into three categories:
Our cost of operations consists primarily of: (i) depreciation costs relating to the rental equipment that we own and lease payments for the rental equipment that we hold under operating leases, (ii) the cost of repairing and maintaining rental equipment, (iii) the cost of the items that we sell including new and used equipment and related parts, merchandise and supplies and (iv) personnel costs, occupancy costs and supply costs.
We record rental equipment expenditures at cost and depreciate equipment using the straight-line method over the estimated useful life (which ranges from two to ten years), after giving effect to an estimated salvage value of 0% to 10% of cost.
Selling, general and administrative expenses primarily include sales commissions, bad debt expense, advertising and marketing expenses, management salaries, and clerical and administrative overhead.
Non-rental depreciation and amortization includes (i) depreciation expense associated with equipment that is not offered for rent (such as vehicles, computers and office equipment) and amortization expense associated with leasehold improvements, (ii) the amortization of deferred financing costs and (iii) the amortization of non-compete agreements.
We completed acquisitions in each of 2003 and 2002. See Note 2 to the Notes to Unaudited Consolidated Financial Statements included elsewhere in this Report. In view of the fact that our operating results for these years were affected by acquisitions, we believe that our results for these periods may not be directly comparable.
Change in Accounting Treatment for Goodwill and Other Intangible Assets
Goodwill consists of the excess of cost over the fair value of identifiable net assets acquired. The goodwill related to an acquisition is allocated to the acquired branches and other branches that are expected to benefit from synergies resulting from the acquisition. The allocation among such branches is based upon the relative financial performance of each branch.
Effective January 1, 2002, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets” issued by the Financial Accountants Standards Board (“FASB”). Under this standard, our goodwill, which we previously amortized over 40 years, is no longer amortized. Our other
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intangible assets continue to be amortized over their estimated useful lives. Under SFAS No. 142, we are required to periodically review our goodwill for impairment. In general, this means that we must determine whether the fair value of the goodwill, calculated in accordance with applicable accounting standards, is at least equal to the recorded value shown on our balance sheet. If the fair value of the goodwill is less than the recorded value, we are required to write off the excess goodwill as an expense.
We completed our initial impairment analysis in the first quarter of 2002 and recorded a non-cash charge of approximately $348.9 million ($288.3 million, net of tax). This impairment charge, net of tax benefit, was recorded on our statement of operations as a “Cumulative Effect of Change in Accounting Principle.” This charge appears below the operating income line and, accordingly, does not impact operating income. In the fourth quarter of 2002 during our first annual impairment analysis, we recorded an additional non-cash impairment charge of approximately $247.9 million. This impairment charge was recorded on the statement of operations as “goodwill impairment.” This charge appears above the operating income line and, accordingly, does impact operating income. The number of branches at which there was some impairment represented approximately 43% of our total branches. However, a substantial part of the total impairment charges (approximately 85%) reflected impairment at approximately 20% of our total branches. Our stockholders’ equity was reduced by the amount of both charges.
Under SFAS No. 142, we are required to review our goodwill for further impairment at least annually. Our next annual impairment test will be as of October 1, 2003. Impairment testing may be required earlier if events or circumstances suggest that our goodwill could be impaired. Any future goodwill impairment charge would be recorded on our statement of operations as “goodwill impairment” and would reduce operating income.
We test for goodwill impairment on a branch-by-branch basis rather than on an aggregate basis. This means that a goodwill write-off is required even if only one or a limited number of our branches has impairment as of the annual testing date or at any other date when an indicator of impairment may exist and even if there is no impairment for all our branches on an aggregate basis. Factors that may cause future impairment at a particular branch, in addition to macroeconomic factors that affect all our branches, include changes in local demand and local competitive conditions. The fact that we test for impairment on a branch-by-branch basis, increases the likelihood that we will be required to take additional non-cash goodwill write-offs in the future, although we cannot quantify at this time the magnitude of any future write-offs. Future goodwill write-offs, if required, may have a material adverse effect on our results.
Change in Accounting Treatment for Certain Operating Leases.
We lease a portion of our rental equipment under operating leases (as described in Note 15 to our consolidated financial statements included in our 2002 Annual Report on Form 10-K). Under the accounting standards that were applicable prior to July 1, 2003, neither the equipment subject to these leases nor the lease obligations were reflected on our balance sheet as of June 30, 2003 or any prior date.
Effective July 1, 2003, the accounting treatment for certain of our operating leases has been changed by FASB Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities.” Under FIN 46, the lease obligations related to operating leases with certain types of variable interest entities (“VIEs”) must be reflected as a liability on our balance sheet and the related equipment as an asset. A VIE is defined as a corporation, partnership, trust or any other legal structure used for business purposes that either does not have equity investors with voting rights or has equity investors that do not provide sufficient financial resources for the entity to support its activities. For additional information concerning FIN 46, see “—Impact of Recently Issued Accounting Standards.”
As of July 1, 2003, a substantial portion of our operating leases were with VIEs and were impacted by FIN 46. In accordance with FIN 46, effective as of July 1, 2003, we are required to: (i) record the lease payment obligations under these leases (including any potential liability associated with guarantees of residual value) as a
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liability on our balance sheet (approximately $320 million), (ii) record the equipment subject to these leases as an asset on our balance sheet based on the carrying amount as of July 1, 2003 (estimated to be in the range of $250 million to $270 million); and (iii) recognize a non-cash expense designated as “cumulative effect of change in accounting principle” equal to the amount by which the additional liabilities recorded in connection with the adoption of FIN 46 exceeds the additional assets so recorded (estimated to be in the range of $50 million to $70 million).
The adoption of FIN 46 does not change the amount of our contractual payment obligations and should not impact compliance with our existing debt covenants. Accordingly, the adoption of FIN 46 should not have a material impact on our liquidity or overall financial condition.
We may modify some or all of the above-mentioned operating leases in a manner that would cause us to no longer consolidate those leases under FIN 46. Upon the effectiveness of any such lease modification, the lease obligations under such lease (other than any residual guarantee amounts) and the related equipment would cease to be reflected on our balance sheet.
Restructuring Plans in 2001 and 2002
We adopted a restructuring plan in 2001 and a restructuring plan in the fourth quarter of 2002 as described below. In connection with these plans, we recorded pre-tax restructuring charges of $28.9 million in 2001 and $28.3 million in the fourth quarter of 2002.
The 2001 plan involved the following principal elements: (i) 31 underperforming branches and five administrative offices were closed or consolidated with other locations ($18.3 million), (ii) the reduction of our workforce by 489 through the termination of branch and administrative personnel ($5.7 million), and (iii) certain information technology hardware and software was no longer used ($4.9 million). We estimate that we realized annual cost savings from this plan in the range of $27 million to $33 million. These cost savings represent the costs eliminated by the restructuring plan partially offset by estimated increased costs at remaining branches due to the shift to remaining branches of a portion of the equipment and business of the closed branches.
The 2002 plan involved the following principal elements: (i) the closure or consolidation with other locations of 42 underperforming branches and five administrative offices (including 36 closed or consolidated as of June 30, 2003) ($24.6 million); (ii) a reduction of our workforce by 412 (including 342 terminated as of June 30, 2003) ($2.8 million), and (iii) a certain information technology project was abandoned ($0.9 million).
The aggregate balance of the 2001 and 2002 charges was $27.1 million as of December 31, 2002, consisting of $2.3 million for the 2001 charge and $24.8 million for the 2002 charge, and $20.9 million as of June 30, 2003, consisting of $1.4 million for the 2001 charge and $19.5 million for the 2002 charge. We estimate that approximately $7.2 million (primarily in cash) of the aggregate balance as of June 30, 2003 will be paid by December 31, 2003 and approximately $13.7 million will be paid in future periods.
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Results of Operations
Six Months Ended June 30, 2003 and 2002
Revenues. We had total revenues of $1,319.9 million in the first six months of 2003, representing a decrease of 1.8% from total revenues of $1,343.7 million in the first six months of 2002. The different components of our revenues are discussed below:
1. Equipment Rentals. Our revenues from equipment rentals were $994.0 million in the first six months of 2003, representing a decrease of 0.4% from $997.9 million in the first six months of 2002. These revenues accounted for 75.3% of our total revenues in 2003 compared with 74.3% of our total revenues in 2002. The principal factors constraining our rental revenues during the first half of 2003 were reduced state spending for infrastructure projects due to budget shortfalls and continued weakness in non-residential construction activity.
Our rental rates were down 0.4% in the first six months of 2003 compared to the same period last year. This decrease primarily reflected the weakness in certain of our end markets. Our dollar equipment utilization rate in the first six months of 2003 was 52.4% compared to 54.7% in the first six months of 2002. The decrease in the dollar utilization rate in 2003 primarily reflected: (i) weakness in traffic equipment rentals and (ii) a change in fleet mix towards equipment with generally lower dollar utilization rates.
The 0.4% decline in equipment rental revenues principally reflected the net effect of the following:
2. Sales of Rental Equipment. Our revenues from sales of rental equipment were $76.6 million in the first six months of 2003, representing a decrease of 18.3% from $93.8 million in the first six months of 2002. These revenues accounted for 5.8% of our total revenues in the first six months of 2003 compared with 7.0% of our total revenues in the first six months of 2002. The decrease in these revenues in the first six months of 2003 reflected a planned reduction in used equipment sales as part of our plan to increase the average age of our fleet (as described below under “—Liquidity and Capital Resources—Cash Requirements Related to Operations”) and, to a lesser extent, weaker pricing.
3. Sales of Equipment and Merchandise and Other Revenues. Our revenues from “sale of equipment and merchandise and other revenues” were $249.3 million in the first six months of 2003 and $252.1 million in the first six months of 2002. These revenues accounted for 18.9% of our total revenues in the first six months of 2003 compared with 18.8% of our total revenues in the first six months of 2002. The decrease in these revenues in 2003 reflected a decrease in new equipment sales which was partially offset by increases in revenues from sales of merchandise and service.
Gross Profit. Gross profit decreased to $377.1 million in the first six months of 2003 from $432.5 million in the first six months of 2002. This decrease reflected the decrease in total revenues discussed above and the decrease in gross profit margin described below primarily from equipment rental. Information concerning our gross profit margin by source of revenue is set forth below:
1. Equipment Rentals. Our gross profit margin from equipment rental revenues was 28.3% in the first six months of 2003 and 33.0% in the first six months of 2002. The decrease in 2003 principally reflected cost increases
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and the decrease in rental rates and decrease in traffic equipment rentals described above. The cost increases were attributable to several factors including: (i) higher costs for fuel, occupancy, employee benefits, insurance and claims, and repairs and maintenance and (ii) an increase in depreciation expense due to a larger fleet size.
2. Sales of Rental Equipment. Our gross profit margin from sales of rental equipment was 33.5% in the first six months of 2003 and 35.0% in the first six months of 2002. The decrease in 2003 primarily reflected continued price weakness in the used equipment market.
3. Sales of Equipment and Merchandise and Other Revenues. Our gross profit margin from “sales of equipment and merchandise and other revenues” was 28.1% in the first six months of both 2003 and 2002.
Selling, General and Administrative Expenses. Selling, general and administrative expenses (“SG&A”) were $208.3 million, or 15.8% of total revenues, during the first six months of 2003 and $205.0 million, or 15.3% of total revenues, during the first six months of 2002. Our bad debt expense, which is included in SG&A, was approximately $2.5 million higher in the first six months of 2003 than in the same period last year.
Non-rental Depreciation and Amortization. Non-rental depreciation and amortization was $33.8 million, or 2.6% of total revenues, in the first six months of 2003 and $27.7 million, or 2.1% of total revenues, in the first six months of 2002. The increase in 2003 was primarily attributable to an upgrade in transportation equipment and an increase in leasehold improvements in connection with branch upgrades.
Operating Income. We recorded operating income of $134.9 million in the first six months of 2003 compared with operating income of $199.7 million in the first six months of 2002. The principal reason for the decrease in 2003 was the decline in revenues and gross margins described above.
Interest Expense. Interest expense was $105.4 million in the first six months of 2003 and $97.5 million in the first six months of 2002. The increase in 2003 principally reflected the additional interest expense attributable to the senior notes we issued in December 2002 and April 2003 partially offset by lower interest rates on our variable rate debt.
Preferred Dividends of a Subsidiary Trust. Preferred dividends of a subsidiary trust were $7.4 million during the first six months of 2003 and $9.3 million during the first six months of 2002. The decrease in 2003 reflected our repurchase of a portion of our outstanding trust preferred securities during 2002.
Other (Income) Expense. Other income was $1.6 million in the first six months of 2003 and $3.3 million in the first six months of 2002. The higher other income in 2002 was primarily attributable to a favorable settlement of a lawsuit in 2002.
Income Taxes. Income taxes were $9.1 million, or an effective rate of 38.25%, in the first six months of 2003 and $37.5 million, or an effective rate of 39%, in the first six months of 2002. The decrease in the effective rate in 2003 was attributable to lower foreign and state taxes.
Income Before Cumulative Effect of Change in Accounting Principle. We had income before cumulative effect of change in accounting principle of $14.7 million in the first six months of 2003 and $58.7 million in the first six months of 2002. The decrease in 2003 principally reflected the decrease in operating income and the increase in interest expense described above.
Cumulative Effect of Change in Accounting Principle. During the first quarter of 2002, as described under “—Change in Accounting Treatment for Goodwill and Other Intangible Assets,” we recorded an amount of $288.3 million, net of tax, for impairment of goodwill as part of our transitional impairment test upon the adoption of SFAS No. 142.
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Three Months Ended June 30, 2003 and 2002
Revenues. We had total revenues of $728.1 million in the second quarter of 2003, representing a decrease of 2.2% from total revenues of $744.8 million in the second quarter of 2002. The different components of our revenues are discussed below:
1. Equipment Rentals. Our revenues from equipment rentals were $550.4 million in the second quarter of 2003, representing a decrease of 0.2% from $551.6 million in the second quarter of 2002. These revenues accounted for 75.6% of our total revenues in 2003 compared with 74.1% of our total revenues in 2002.
Our rental rates were up 1.5% in the second quarter of 2003 compared to the same period last year. Our dollar equipment utilization rate in the second quarter of 2003 was 58.1% compared to 59.8% in last year’s second quarter. The decrease in the dollar utilization rate in 2003 primarily reflected: (i) a change in fleet mix towards equipment with generally lower dollar utilization rates and (ii) weakness in traffic equipment rentals. These factors were partially offset by the increase in rental rates.
The 0.2% decline in equipment rental revenues principally reflected the net effect of the following:
2. Sales of Rental Equipment. Our revenues from sales of rental equipment were $41.5 million in the second quarter of 2003, representing a decrease of 24.0% from $54.6 million in the second quarter of 2002. These revenues accounted for 5.7% of our total revenues in the second quarter of 2003 compared with 7.3% of our total revenues in the second quarter of 2002. The decrease in these revenues in the second quarter of 2003 reflected a planned reduction in used equipment sales as part of our plan to increase the average age of our fleet (as described below under “—Liquidity and Capital Resources—Cash Requirements Related to Operations”) and, to a lesser extent, weaker pricing.
3. Sales of Equipment and Merchandise and Other Revenues. Our revenues from “sale of equipment and merchandise and other revenues” were $136.2 million in the second quarter of 2003 and $138.5 million in the second quarter of 2002. These revenues accounted for 18.7% of our total revenues in the second quarter of 2003 compared with 18.6% of our total revenues in the second quarter of 2002. The decrease in these revenues in 2003 reflected a decrease in new equipment sales which was partially offset by increases in revenues from sales of merchandise and service.
Gross Profit. Gross profit decreased to $223.1 million in the second quarter of 2003 from $253.3 million in the second quarter of 2002. This decrease reflected the decrease in total revenues discussed above and the decrease in gross profit margin described below primarily from equipment rental. Information concerning our gross profit margin by source of revenue is set forth below:
1. Equipment Rentals. Our gross profit margin from equipment rental revenues was 31.1% in the second quarter of 2003 and 35.6% in the second quarter of 2002. The decrease in 2003 principally reflected cost increases and the decrease in traffic equipment rentals described above. The cost increases were attributable to several factors including: (i) higher costs for fuel, occupancy, employee benefits, insurance and claims, and repairs and maintenance and (ii) an increase in depreciation expense due to a larger fleet size.
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2. Sales of Rental Equipment. Our gross profit margin from sales of rental equipment was 33.3% in the second quarter of 2003 and 34.4% in the second quarter of 2002. The decrease in 2003 primarily reflected continued price weakness in the used equipment market.
3. Sales of Equipment and Merchandise and Other Revenues. Our gross profit margin from “sales of equipment and merchandise and other revenues” was 28.2% in the second quarter of 2003 and 27.6% in the second quarter of 2002. The increase in 2003 reflected higher margins on new equipment sales.
Selling, General and Administrative Expenses. SG&A was $111.6 million, or 15.3% of total revenues, during the second quarter of 2003 and $106.5 million, or 14.3% of total revenues, during the second quarter of 2002. Our bad debt expense, which is included in SG&A, was approximately $3.5 million higher in the second quarter of 2003 than in the same period last year.
Non-rental Depreciation and Amortization. Non-rental depreciation and amortization was $16.9 million, or 2.3% of total revenues, in the second quarter of 2003 and $13.9 million, or 1.9% of total revenues, in the second quarter of 2002. The increase in 2003 was primarily attributable to an upgrade in transportation equipment and an increase in leasehold improvements in connection with branch upgrades.
Operating Income. We recorded operating income of $94.6 million in the second quarter of 2003 compared with operating income of $132.9 million in the second quarter of 2002. The principal reason for the decrease in 2003 was the decline in revenues and gross margins described above.
Interest Expense. Interest expense was $54.4 million in the second quarter of 2003 and $47.5 million in the second quarter of 2002. The increase in 2003 principally reflected the additional interest expense attributable to the senior notes that we issued in December 2002 and April 2003 partially offset by a lower average debt balance and lower interest rates on our variable rate debt.
Preferred Dividends of a Subsidiary Trust. Preferred dividends of a subsidiary trust were $3.7 million during the second quarter of 2003 and $4.6 million during the second quarter of 2002. The decrease in 2003 reflected our repurchase of a portion of our outstanding trust preferred securities during 2002.
Other (Income) Expense. Other income was $1.5 million in the second quarter of 2003 and $3.0 million in the second quarter of 2002. The higher other income in 2002 was primarily attributable to a favorable settlement of a lawsuit in 2002.
Income Taxes. Income taxes were $14.7 million, or an effective rate of 38.5%, in the second quarter of 2003 and $32.7 million, or an effective rate of 39.0%, in the second quarter of 2002. The decrease in the effective rate in 2003 was attributable to lower foreign and state taxes.
Net Income. We had net income of $23.4 million in the second quarter of 2003 and $51.1 million in the second quarter of 2002. The decrease in 2003 principally reflected the decrease in operating income and the increase in interest expense described above.
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Liquidity and Capital Resources
Recent Financing Transactions
On April 9, 2003, URI issued an additional $200 million aggregate principal amount of its 10 3/4% Senior Notes which are due April 15, 2008. The gross proceeds from the sale of these notes were $207 million and the net proceeds were approximately $202 million (after deducting the initial purchasers’ discount and estimated offering expenses). These notes are unsecured and were issued by United Rentals (North America), Inc. (“URI”), a wholly owned subsidiary of United Rentals, Inc. (“Holdings”) and are guaranteed by Holdings and, subject to limited exceptions, our domestic subsidiaries. We used substantially all of the net proceeds from these notes to pay down our outstanding borrowings under our receivables securitization facility. The repayment of the outstanding borrowings under the accounts receivables securitization facility from the proceeds of the notes offering gave us additional flexibility to borrow in the future to fund general corporate purposes or growth opportunities. These may include fleet expansion when non-residential construction eventually rebounds, acquisitions or the repurchase of outstanding securities of our company. The principal purpose of the April notes offering was to obtain additional borrowing flexibility and to lengthen the maturity of our debt. For additional information concerning this transaction, see Note 6 to the Notes to Unaudited Consolidated Financial Statements included elsewhere in this Report.
On June 17, 2003, we obtained a new accounts receivable securitization facility under which one of our subsidiaries can borrow up to $250 million against a collateral pool of accounts receivable. Upon obtaining this facility, we terminated our existing accounts receivable securitization facility. The borrowings under the new facility and the receivables in the collateral pool are included in the liabilities and assets, respectively, reflected on our consolidated balance sheet. However, such assets are only available to satisfy the obligations of the borrower subsidiary. As of June 30, 2003, (i) the outstanding borrowings under the facility were approximately $13.0 million and (ii) the aggregate face amount of the receivables in the collateral pool was approximately $360.2 million. The agreement governing this facility is scheduled to expire on September 30, 2006. For additional information concerning this facility, see Note 6 to the Notes to Unaudited Consolidated Financial Statements included elsewhere in this Report.
Sources and Uses of Cash
During the first six months of 2003, we (i) generated cash from operations of $180.1 million, (ii) generated cash from the sale of rental equipment of $76.6 million and (iii) obtained cash from borrowings, net of repayments, of approximately $57.3 million. We used cash during this period principally to (i) pay consideration for acquisitions of $4.5 million, (ii) purchase rental equipment of $265.7 million, (iii) purchase other property and equipment of $24.0 million, (iv) pay deposits on rental equipment purchases of $12.4 million and (v) pay financing costs of $7.5 million.
Cash Requirements Related to Operations
Our principal existing sources of cash are cash generated from operations and from the sale of rental equipment and borrowings available under our revolving credit facility and receivables securitization facility. As of August 7, 2003, we had $439.7 million of borrowing capacity available under our $650 million revolving credit facility (reflecting outstanding loans of approximately $50.3 million and outstanding letters of credit in the amount of approximately $160.0 million). We believe that our existing sources of cash will be sufficient to support our existing operations over the next 12 months.
We expect that our principal needs for cash relating to our existing operations over the next 12 months will be to fund (i) operating activities and working capital, (ii) the purchase of rental equipment and inventory items offered for sale, (iii) payments due under operating leases, (iv) debt service, and (v) costs relating to our restructuring plans. We plan to fund such cash requirements relating to our existing operations from our existing sources of cash described above. In addition, we may seek additional financing through the securitization of
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some of our equipment. For information on the scheduled principal payments coming due on our outstanding debt and on the payments coming due under our existing operating leases, see “—Certain Information Concerning Contractual Obligations” below.
The amount of our future capital expenditures will depend on a number of factors, including general economic conditions and growth prospects. We estimate that our capital expenditures for the year 2003 will be approximately $350 million for our existing operations. Of this amount, $289.7 million had been expended through June 30, 2003 (comprised of $265.7 million to replace rental equipment sold and $24.0 million to purchase non-rental equipment). We expect that we will fund such expenditures from proceeds from the sale of used equipment, cash generated from operations and, if required, borrowings available under our revolving credit facility.
We plan to increase the weighted average age of our fleet, which is 37 months, to approximately 42 months by the end of 2003. Over the longer term we may further increase the average age of our fleet to about 45 months. This plan reflects our belief that the optimum age of our fleet is somewhat higher than where it is today. In estimating the optimum age of our fleet, we have taken into account a number of factors, including our current estimates regarding the relationship between age and reliability and maintenance costs and the capital expenditures required to maintain the fleet at a particular age. We will continue to evaluate these factors and, if our estimates prove inaccurate, may modify our plan.
While emphasizing internal growth, we may also continue to expand through a disciplined acquisition program. We will consider potential transactions of varying sizes and may, on a selective basis, pursue acquisition or consolidation opportunities involving other public companies or large privately-held companies. We expect to pay for future acquisitions using cash, capital stock, notes and/or assumption of indebtedness. To the extent that our existing sources of cash described above are not sufficient to fund such future acquisitions, we will require additional debt or equity financing and, consequently, our indebtedness may increase or the ownership of existing stockholders may be diluted as we implement our growth strategy.
Certain Information Concerning Contractual Obligations
The table below provides certain information concerning the payments coming due under certain categories of our existing contractual obligations:
Debt excluding capital leases(1)
Capital leases(1)
Operating leases(1):
Real estate
Rental equipment
Other equipment
Purchase obligations
Other long-term obligations
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Certain Information Concerning Off-Balance Sheet Arrangements
Restricted Stock. We have granted to employees other than executive officers and directors approximately 1,200,000 shares of restricted stock that contain the following provisions. The shares vest in 2004, 2005 or 2006 or earlier upon a change in control of the Company, death, disability, retirement or certain terminations of employment, and are subject to forfeiture prior to vesting on certain other terminations of employment, the violation of non-compete provisions and certain other events. The grants provide that we will pay to employees who vest in their restricted stock, and who sell their restricted stock within five trading days after vesting, a maximum aggregate amount for all these employees of: (i) approximately $300,000 for each dollar by which the per share proceeds of these sales are less than $27.26 but more than $15.17; (ii) approximately $800,000 for each dollar by which the per share proceeds of these sales are less than $15.17 but more than $9.18; and (iii) approximately $1,200,000 for each dollar by which the per share proceeds of these sales are less than $9.18.
Operating Leases. We lease real estate, rental equipment and non-rental equipment under operating leases as a regular business activity. As part of many of our equipment operating leases, we guarantee that the value of the equipment at the end of the term will not be less than a specified projected residual value. The use of these guarantees helps to lower our monthly operating lease payments. We do not know at this time the extent to which the actual residual values may be less than the guaranteed residual values and, accordingly, cannot quantify the amount that we will be required to pay, if any, under these guarantees. If the actual residual value for all equipment subject to such guarantees were to be zero, then our maximum potential liability under these guarantees would be approximately $268.8 million. Under the accounting standards that were applicable prior to July 1, 2003, this potential liability was not reflected on our balance sheet as of June 30, 2003 or any prior date. As described under “—Change in Accounting Treatment for Certain Operating Leases,” effective July 1, 2003, the liabilities associated with certain of our operating leases (including any potential liabilities associated with the guarantee of residual value) are required to be recorded as a liability on our balance sheet. For additional information concerning lease payment obligations under our operating leases, see “—Certain Information Concerning Contractual Obligations” above.
Relationship Between Holdings and URI
United Rentals, Inc. (“Holdings”) is principally a holding company and primarily conducts its operations through its wholly owned subsidiary United Rentals (North America), Inc. (“URI”) and subsidiaries of URI. Holdings provides certain services to URI in connection with its operations. These services principally include: (i) senior management services, (ii) finance and tax related services and support, (iii) information technology systems and support, (iv) acquisition related services, (v) legal services, and (vi) human resource support. In addition, Holdings leases certain equipment and real property that are made available for use by URI and its subsidiaries. URI has made, and expects to continue to make, certain payments to Holdings in respect of the services provided by Holdings to URI. The expenses relating to URI’s payments to Holdings are reflected on URI’s financial statements as selling, general and administrative expenses. In addition, although not legally obligated to do so, URI has in the past made, and expects that it will in the future make, distributions to Holdings to, among other things, enable Holdings to pay dividends on the 6 1/2% Convertible Quarterly Income Preferred Securities (“Trust Preferred Securities”) that were issued by a subsidiary trust of Holdings.
The Trust Preferred Securities are the obligation of a subsidiary trust of Holdings and are not the obligation of URI. As a result, the dividends payable on these securities are reflected as an expense on the consolidated financial statements of Holdings, but are not reflected as an expense on the consolidated financial statements of URI. This is the principal reason why the net income reported on the consolidated financial statements of URI is more than the net income reported on the consolidated financial statements of Holdings.
Seasonality
Our business is seasonal with demand for our rental equipment tending to be lower in the winter months. The seasonality of our business is heightened because we offer for rent traffic control equipment. Branches that
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rent a significant amount of this type of equipment tend to generate most of their revenues and profits in the second and third quarters of the year, slow down during the fourth quarter and operate at a loss during the first quarter.
Inflation
Although we cannot accurately anticipate the effect of inflation on our operations, we believe that inflation has not had, and is not likely in the foreseeable future to have, a material impact on our results of operations.
In April 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections”. This standard rescinds SFAS No. 4, “Reporting Gains and Losses from Extinguishment of Debt”, and an amendment of that Statement, SFAS No. 64, “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements”. This standard also rescinds SFAS No. 44, “Accounting for Intangible Assets of Motor Carriers”. This standard amends SFAS No. 13, “Accounting for Leases”, to eliminate an inconsistency related to the required accounting for sale-leaseback transactions and certain lease modifications. This standard also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. We adopted this standard on January 1, 2003, and reclassified a pre-tax extraordinary loss of approximately $18.1 million recognized during the second quarter of 2001 to operating income. The adoption of the remaining provisions of SFAS No. 145 did not have a material effect on our consolidated financial position or results of operations.
In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure”. This standard provides alternative methods of transition to the fair value method of accounting for stock-based employee compensation under SFAS No. 123, “Accounting for Stock-Based Compensation,” but does not require us to use the fair value method. This standard also amends certain disclosure requirements related to stock-based employee compensation. We adopted the disclosure portion of this standard as of December 31, 2002 and such adoption is reflected in Note 1 to the Notes to Unaudited Consolidated Financial Statements included elsewhere in this Report.
In January 2003, the FASB issued Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities,” which addresses consolidation of variable interest entities (“VIEs”). FIN 46 requires a VIE to be consolidated by a parent company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. A VIE is a corporation, partnership, trust or any other legal structure used for business purposes that either does not have equity investors with voting rights or has equity investors that do not provide sufficient financial resources for the entity to support its activities. The consolidation requirements of FIN 46 apply immediately to VIEs created after January 31, 2003. For entities created prior to February 1, 2003, these requirements apply in the first interim period beginning after June 15, 2003. For information on the impact of FIN 46 on the way we account for certain operating leases, see “—Change in Accounting Treatment for Certain Operating Leases.”
In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. This standard amends and clarifies financial accounting and reporting for derivative instruments and for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. This standard is effective for contracts entered into or modified after June 30, 2003, except as stated below, and for hedging relationships designated after June 30, 2003. The provisions of this standard that relate to SFAS No. 133 Implementation Issues that have been effective for fiscal quarters that began prior to June 15, 2003, should continue to be applied in accordance with their respective effective dates. The adoption of this standard regarding the provisions effective after June 30, 2003 is not expected to have a material effect on our statements of financial position or operations.
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In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This standard requires financial instruments falling within the scope of this standard be classified as liabilities. This standard is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective with the first interim period beginning after June 15, 2003. Upon adoption of this standard, we will classify our company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust as a liability.
Factors that May Influence Future Results and Accuracy of Forward-Looking Statements
Sensitivity to Changes in Construction and Industrial Activities
Our general rental equipment is principally used in connection with construction and industrial activities and our traffic control equipment is principally used in connection with the construction or repair of roads and bridges and similar infrastructure projects. Weakness in our end markets, such as a decline in construction or industrial activity or a reduction in infrastructure projects, may lead to a decrease in the demand for our equipment or the prices that we can charge. Any such decrease could adversely affect our operating results by decreasing revenues and gross profit margins. For example, there have been significant declines in non-residential construction activity in 2002 and 2003 and reductions in government spending on infrastructure projects in several key states. This weakness in our end markets adversely affected our results in 2002 and the first six months of 2003 as described above and in our Annual Report on Form 10-K for 2002.
We have identified below certain factors that may cause further weakness in our end markets, either temporarily or long-term:
Fluctuations of Operating Results
We expect that our revenues and operating results may fluctuate from quarter to quarter or over the longer term due to a number of factors. These factors include:
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Substantial Goodwill
At June 30, 2003, we had on our balance sheet net goodwill in the amount of $1,727.9 million, which represented approximately 36% of our total assets at such date. This goodwill is an intangible asset and represents the excess of the purchase price that we paid for acquired businesses over the estimated fair value of the net assets of those businesses. We are required to test our goodwill for impairment at least annually. In general, this means that we must determine whether the fair value of the goodwill, calculated in accordance with applicable accounting standards, is at least equal to the recorded value shown on our balance sheet. If the fair value of the goodwill is less than the recorded value, we are required to write off the excess goodwill as an expense. Any write-off would reduce our total assets and shareholders’ equity and be a charge against income.
We test for goodwill impairment on a branch-by-branch basis rather than on an aggregate basis. This means that a goodwill write-off is required even if only one or a limited number of our branches has impairment as of the annual date of testing or at any other date when an indicator of impairment may exist and even if there is no impairment for all our branches on an aggregate basis. Factors that may cause future impairment at a particular branch, in addition to macro economic factors that affect all our branches, include changes in local demand and local competitive conditions. The fact that we test for impairment on a branch-by-branch basis increases the likelihood that we will be required to take additional non-cash goodwill write-offs in the future, although we cannot quantify at this time the magnitude of any future write-off.
Substantial Indebtedness
At June 30, 2003, our total indebtedness was approximately $2,586.0 million. Our substantial indebtedness has the potential to affect us adversely in a number of ways. For example, it will or could:
Furthermore, if we are unable to service our indebtedness and fund our business, we will be forced to adopt an alternative strategy that may include:
Even if we adopt an alternative strategy, the strategy may not be successful and we may continue to be unable to service our indebtedness and fund our business.
A portion of our indebtedness bears interest at variable rates that are linked to changing market interest rates. As a result, an increase in market interest rates would increase our interest expense and our debt service obligations. At June 30, 2003, taking into account our interest rate swap agreements, we had $943.1 million of variable rate indebtedness.
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Need to Satisfy Financial and Other Covenants in Debt Agreements
Under the agreements governing our credit facility and our term loan, we are required to, among other things, satisfy certain financial tests relating to: (a) minimum interest coverage ratio, (b) the ratio of funded debt to cash flow, (c) the ratio of senior debt to tangible assets and (d) the ratio of senior debt to cash flow. If we are unable to satisfy any of these covenants, the lenders could elect to terminate the credit facility and require us to repay the outstanding borrowings under the credit facility and our term loan. In such event, unless we are able to refinance the indebtedness coming due and replace the revolving credit facility, we would likely not have sufficient liquidity for our business needs and be forced to adopt an alternative strategy as described above. Even if we adopt an alternative strategy, the strategy may not be successful and we may not have sufficient liquidity for our business.
We are also subject to various other covenants under the agreements governing our credit facility, term loan and other indebtedness. These covenants limit or prohibit, among other things, our ability to incur indebtedness, make prepayments of certain indebtedness, pay dividends, make investments, create liens, make acquisitions, sell assets and engage in mergers and acquisitions. These covenants could adversely affect our operating results by significantly limiting our operating and financial flexibility.
Dependence on Additional Capital
If the cash that we generate from our business, together with cash that we may borrow under our credit facility, is not sufficient to fund our capital requirements, we will require additional debt and/or equity financing. However, we may not succeed in obtaining the requisite additional financing on terms that are satisfactory to us or at all. If we are unable to obtain sufficient additional capital in the future, we may be unable to fund the capital outlays required for the success of our business, including those relating to purchasing equipment, making acquisitions, opening new rental locations and refinancing existing indebtedness.
Certain Risks Relating to Acquisitions
We have grown in part through acquisitions and may continue to do so. The making of acquisitions entails certain risks, including:
It is possible that we will not realize the expected benefits from our acquisitions or that our existing operations will be harmed as a result of acquisitions.
Dependence on Management
Our success is highly dependent on the experience and skills of our senior management team. If we lose the services of any member of this team and are unable to find a suitable replacement, we may not have the depth of senior management resources required to efficiently manage our business and execute our strategy. We do not maintain “key man” life insurance on the lives of members of senior management.
Competition
The equipment rental industry is highly fragmented and competitive. Our competitors primarily include small, independent businesses with one or two rental locations, regional competitors which operate in one or more states, public companies or divisions of public companies, and equipment vendors and dealers who both sell and rent equipment directly to customers. We may in the future encounter increased competition from our existing competitors or from new companies. Competitive pressures could adversely affect our revenues and operating results by decreasing our market share or depressing the prices that we can charge.
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Dependence on Information Technology Systems
Our information technology systems facilitate our ability to monitor and control our operations and adjust to changing market conditions. Any disruptions in these systems or the failure of these systems to operate as expected could, depending on the magnitude of the problem, adversely affect our operating results by limiting our capacity to effectively monitor and control our operations and adjust to changing market conditions.
Liability and Insurance
We are exposed to various possible claims relating to our business. These possible claims include those relating to (1) personal injury or death caused by equipment rented or sold by us, (2) motor vehicle accidents involving our delivery and service personnel and (3) employment related claims. We carry a broad range of insurance for the protection of our assets and operations. However, such insurance may not fully protect us for a number of reasons, including:
If we are found liable for any significant claims that are not covered by insurance, our operating results could be adversely affected because our expenses related to claims would increase. It is possible that some or all of the insurance that is currently available to us will not be available in the future on economically reasonable terms or at all.
Environmental and Safety Regulations
Our operations are subject to numerous laws governing environmental protection and occupational health and safety matters. These laws regulate such issues as wastewater, stormwater, solid and hazardous wastes and materials, and air quality. Under these laws, we may be liable for, among other things, (1) the costs of investigating and remediating contamination at our sites as well as sites to which we sent hazardous wastes for disposal or treatment regardless of fault and (2) fines and penalties for non-compliance. Our operations generally do not raise significant environmental risks, but we use hazardous materials to clean and maintain equipment, and dispose of solid and hazardous waste and wastewater from equipment washing, and store and dispense petroleum products from underground and above-ground storage tanks located at certain of our locations. Based on the conditions currently known to us, we do not believe that any pending or likely remediation and compliance costs will have a material adverse effect on our business. We cannot be certain, however, as to the potential financial impact on our business if new adverse environmental conditions are discovered or environmental and safety requirements become more stringent. If we are required to incur environmental compliance or remediation costs that are not currently anticipated by us, our operating results could be adversely affected depending on the magnitude of the cost.
Labor Matters
We have approximately 1,400 employees that are represented by unions and covered by collective bargaining agreements. If we should experience a prolonged labor dispute involving a significant number of our employees, our ability to serve our customers could be adversely affected. Furthermore, our labor costs could increase as a result of the settlement of actual or threatened labor disputes.
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Increase in the Average Age of our Fleet
In formulating our plan to increase the average age of our fleet during 2003 and possibly beyond, we have made estimates concerning the relationship between the age of our fleet and required maintenance costs. If our estimates are wrong, our operating results could be adversely affected because our maintenance expenses would be higher than anticipated.
Operations Outside the United States
Our operations in Canada and Mexico are subject to the risks normally associated with international operations. These include (1) the need to convert currencies, which could result in a gain or loss depending on fluctuations in exchange rates, (2) the need to comply with foreign laws and (3) the possibility of political or economic instability in foreign countries.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We periodically utilize interest rate swap agreements to manage and mitigate our exposure to changes in interest rates. At June 30, 2003, we had interest rate protection in the form of swap agreements with an aggregate notional amount of $981.5 million. The effect of some of these agreements is to limit our interest rate exposure to 9.5% on $200.0 million of our term loan through 2003 and 4.6% on $171.5 million of our term loan through 2003. The effect of the remainder of these agreements is to convert $610.0 million of our fixed rate notes to floating rate instruments. The fixed rate notes being converted consist of; (i) $300.0 million of our 9 1/4% subordinated notes through 2009, (ii) $210.0 million of our December 2002 issued 10 3/4% senior notes through 2008 and (iii) $100.0 million of our April 2003 issued 10 3/4% senior notes through 2008.
We have the following indebtedness that bears interest at variable rates: (i) all borrowings under our $650 million revolving credit facility ($52.6 million outstanding as of June 30, 2003), (ii) our term loan ($639.0 million remaining outstanding as of June 30, 2003), and (iii) all borrowings under our $250 million accounts receivable securitization facility ($13.0 million outstanding as of June 30, 2003). The weighted average interest rates applicable to our variable rate debt on June 30, 2003 were (i) 5.8% for the revolving credit facility (this is the Canadian rate since the amount outstanding was Canadian borrowings), (ii) 4.7% for the term loan, and (iii) 2.0% for the receivables securitization facility. Based upon the amount of variable rate debt outstanding, taking into account our interest rate swap agreements, as of June 30, 2003 (approximately $943.1 million in the aggregate), our annual earnings would decrease by approximately $5.8 million for each one percentage point increase in the interest rates applicable to our variable rate debt. The amount of our variable rate indebtedness may fluctuate significantly as a result of changes in the amount of indebtedness outstanding under our revolving credit facility and receivables securitization facility from time to time. For additional information concerning the terms of our variable rate debt, see Note 9 to our notes to consolidated financial statements included in our 2002 Annual Report on Form 10-K.
Market risk relating to changes in foreign currency exchanges rates was reported in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2002. There has been no material change in this market risk since the end of the fiscal year 2002.
Item 4. Controls and Procedures
An evaluation has been carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and the operation of our “disclosure controls and procedures” (as such term is defined in Rules 13a-14(c) under the Securities Exchange Act of 1934) as of June 30, 2003. This evaluation took place as of a date within 90 days prior to the filing date of this quarterly report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2003, the disclosure controls and procedures are reasonably designed and effective to ensure that (i) information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
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PART II OTHER INFORMATION
Item 1. Legal Proceedings
We and our subsidiaries are parties to various litigation matters involving ordinary and routine claims incidental to our business. Our ultimate legal and financial liability with respect to such pending litigation cannot be estimated with certainty but we believe, based on our examination of such matters, that such ultimate liability will not have a material adverse effect on our consolidated financial position or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
Our Company’s Annual Meeting of Stockholders was held on May 28, 2003. The holders of 67,594,353 common shares, 300,000 Series C Perpetual Convertible Preferred Shares (“Series C Preferred”) and 105,252 Class D-1 Perpetual Convertible Preferred Shares (“Class D-1 Preferred”) were present either in person or by proxy. The following three matters were voted on and approved at such meeting.
FOR
WITHHELD
Ronald M. DeFeo
Gerald Tsai, Jr.
Leon D. Black
Michael S. Gross
AGAINST
ABSTAIN
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
ExhibitNumber
Description of Exhibit
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(b) Reports on Form 8-K:
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 14, 2003
By:
/s/ JOHN N. MILNE
John N. Milne
President and Chief Financial Officer
(Principal Financial Officer)
/s/ JOSEPH B. SHERK
Joseph B. Sherk
Vice President, Corporate Controller
(Principal Accounting Officer)
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