Condensed Consolidating Financial Information of Guarantor Subsidiaries

3 Months Ended

Mar. 31, 2019

Condensed Financial Information Disclosure [Abstract]

Condensed Consolidating Financial Information of Guarantor Subsidiaries

Condensed Consolidating Financial Information of Guarantor Subsidiaries

URNA is 100 percent owned by Holdings (“Parent”) and has certain outstanding indebtedness that is guaranteed by both Parent and, with the exception of its U.S. special purpose vehicle which holds receivable assets relating to the Company’s accounts receivable securitization facility (the “SPV”), all of URNA’s U.S. subsidiaries (the “guarantor subsidiaries”). Other than the guarantee by certain Canadian subsidiaries of URNA's indebtedness under the ABL facility, none of URNA’s indebtedness is guaranteed by URNA's foreign subsidiaries or the SPV (together, the “non-guarantor subsidiaries”). The receivable assets owned by the SPV have been sold or contributed by URNA to the SPV and are not available to satisfy the obligations of URNA or Parent’s other subsidiaries. The guarantor subsidiaries are all 100 percent-owned and the guarantees are made on a joint and several basis. The guarantees are not full and unconditional because a guarantor subsidiary can be automatically released and relieved of its obligations under certain circumstances, including sale of the guarantor subsidiary, the sale of all or substantially all of the guarantor subsidiary's assets, the requirements for legal defeasance or covenant defeasance under the applicable indenture being met, designating the guarantor subsidiary as an unrestricted subsidiary for purposes of the applicable covenants or, other than with respect to the guarantees of the 5 ³/₄ percent Senior Notes due 2024, the notes being rated investment grade by both Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc., or, in certain circumstances, another rating agency selected by URNA. The guarantees are also subject to subordination provisions (to the same extent that the obligations of the issuer under the relevant notes are subordinated to other debt of the issuer) and 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. Based on our understanding of Rule 3-10 of Regulation S-X ("Rule 3-10"), we believe that the guarantees of the guarantor subsidiaries comply with the conditions set forth in Rule 3-10 and therefore continue to utilize Rule 3-10 to present condensed consolidating financial information for Holdings, URNA, the guarantor subsidiaries and the non-guarantor subsidiaries. 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 is presented.

Covenants in the ABL, accounts receivable securitization and term loan facilities, and the other agreements governing our debt, impose operating and financial restrictions on URNA, Parent and the guarantor subsidiaries, including limitations on the ability to make share repurchases and dividend payments. As of March 31, 2019, the amount available for distribution under the most restrictive of these covenants was $443. The Company’s total available capacity for making share repurchases and dividend payments includes the intercompany receivable balance of Parent. As of March 31, 2019, our total available capacity for making share repurchases and dividend payments, which includes URNA’s capacity to make restricted payments and the intercompany receivable balance of Parent, was $2.104 billion.

The condensed consolidating financial information of Parent and its subsidiaries is as follows:

CONDENSED CONSOLIDATING BALANCE SHEET

March 31, 2019  

	Parent		URNA			Guarantor Subsidiaries			Non-Guarantor Subsidiaries					Eliminations			Total
									Foreign			SPV
ASSETS
Cash and cash equivalents	$	—	$	24		$	—		$	28		$	—	$	—		$	52
Accounts receivable, net	—		—			—			149			1,338		—			1,487
Intercompany receivable (payable)	1,661		(1,552		)	(99		)	(11		)	1		—			—
Inventory	—		111			—			12			—		—			123
Prepaid expenses and other assets	—		53			—			5			—		—			58
Total current assets	1,661		(1,364		)	(99		)	183			1,339		—			1,720
Rental equipment, net	—		8,736			—			702			—		—			9,438
Property and equipment, net	59		421			39			61			—		—			580
Investments in subsidiaries	1,668		1,588			1,003			—			—		(4,259		)	—
Goodwill	—		4,743			—			378			—		—			5,121
Other intangible assets, net	—		1,010			—			79			—		—			1,089
Operating lease right-of-use assets	—		548			—			74			—		—			622
Other long-term assets	9		7			—			—			—		—			16
Total assets	$	3,397	$	15,689		$	943		$	1,477		$	1,339	$	(4,259	)	$	18,586
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Short-term debt and current maturities of long-term debt	$	—	$	47		$	—		$	2		$	881	$	—		$	930
Accounts payable	—		504			—			53			—		—			557
Accrued expenses and other liabilities	—		686			10			52			3		—			751
Total current liabilities	—		1,237			10			107			884		—			2,238
Long-term debt	—		10,654			9			13			—		—			10,676
Deferred taxes	21		1,609			—			84			—		—			1,714
Operating lease liabilities	—		436			—			61			—		—			497
Other long-term liabilities	1		85			—			—			—		—			86
Total liabilities	22		14,021			19			265			884		—			15,211
Total stockholders’ equity (deficit)	3,375		1,668			924			1,212			455		(4,259		)	3,375
Total liabilities and stockholders’ equity (deficit)	$	3,397	$	15,689		$	943		$	1,477		$	1,339	$	(4,259	)	$	18,586

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2018

	Parent		URNA			Guarantor Subsidiaries			Non-Guarantor Subsidiaries					Eliminations			Total
									Foreign			SPV
ASSETS
Cash and cash equivalents	$	—	$	1		$	—		$	42		$	—	$	—		$	43
Accounts receivable, net	—		—			—			159			1,386		—			1,545
Intercompany receivable (payable)	1,534		(1,423		)	(96		)	(15		)	—		—			—
Inventory	—		96			—			13			—		—			109
Prepaid expenses and other assets	—		60			—			4			—		—			64
Total current assets	1,534		(1,266		)	(96		)	203			1,386		—			1,761
Rental equipment, net	—		8,910			—			690			—		—			9,600
Property and equipment, net	57		462			40			55			—		—			614
Investments in subsidiaries	1,826		1,646			980			—			—		(4,452		)	—
Goodwill	—		4,661			—			397			—		—			5,058
Other intangible assets, net	—		1,004			—			80			—		—			1,084
Other long-term assets	9		7			—			—			—		—			16
Total assets	$	3,426	$	15,424		$	924		$	1,425		$	1,386	$	(4,452	)	$	18,133
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Short-term debt and current maturities of long-term debt	$	1	$	50		$	—		$	2		$	850	$	—		$	903
Accounts payable	—		481			—			55			—		—			536
Accrued expenses and other liabilities	—		619			14			42			2		—			677
Total current liabilities	1		1,150			14			99			852		—			2,116
Long-term debt	—		10,778			9			57			—		—			10,844
Deferred taxes	22		1,587			—			78			—		—			1,687
Other long-term liabilities	—		83			—			—			—		—			83
Total liabilities	23		13,598			23			234			852		—			14,730
Total stockholders’ equity (deficit)	3,403		1,826			901			1,191			534		(4,452		)	3,403
Total liabilities and stockholders’ equity (deficit)	$	3,426	$	15,424		$	924		$	1,425		$	1,386	$	(4,452	)	$	18,133

CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2019

	Parent			URNA		Guarantor Subsidiaries		Non-Guarantor Subsidiaries						Eliminations			Total
								Foreign			SPV
Revenues:
Equipment rentals	$	—		$	1,638	$	—	$	157		$	—		$	—		$	1,795
Sales of rental equipment	—			173		—		19			—			—			192
Sales of new equipment	—			53		—		9			—			—			62
Contractor supplies sales	—			22		—		2			—			—			24
Service and other revenues	—			39		—		5			—			—			44
Total revenues	—			1,925		—		192			—			—			2,117
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			657		—		85			—			—			742
Depreciation of rental equipment	—			364		—		31			—			—			395
Cost of rental equipment sales	—			113		—		12			—			—			125
Cost of new equipment sales	—			46		—		8			—			—			54
Cost of contractor supplies sales	—			16		—		1			—			—			17
Cost of service and other revenues	—			21		—		2			—			—			23
Total cost of revenues	—			1,217		—		139			—			—			1,356
Gross profit	—			708		—		53			—			—			761
Selling, general and administrative expenses	53			183		—		27			17			—			280
Merger related costs	—			1		—		—			—			—			1
Restructuring charge	—			9		—		(1		)	—			—			8
Non-rental depreciation and amortization	4			91		—		9			—			—			104
Operating (loss) income	(57		)	424		—		18			(17		)	—			368
Interest (income) expense, net	(16		)	159		—		—			8			—			151
Other (income) expense, net	(172		)	197		—		14			(42		)	—			(3		)
Income before provision for income taxes	131			68		—		4			17			—			220
Provision for income taxes	23			16		—		1			5			—			45
Income before equity in net earnings (loss) of subsidiaries	108			52		—		3			12			—			175
Equity in net earnings (loss) of subsidiaries	67			15		2		—			—			(84		)	—
Net income (loss)	175			67		2		3			12			(84		)	175
Other comprehensive income (loss)	21			21		21		19			—			(61		)	21
Comprehensive income (loss)	$	196		$	88	$	23	$	22		$	12		$	(145	)	$	196

CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2018

	Parent			URNA			Guarantor Subsidiaries			Non-Guarantor Subsidiaries						Eliminations			Total
										Foreign			SPV
Revenues:
Equipment rentals	$	—		$	1,346		$	—		$	113		$	—		$	—		$	1,459
Sales of rental equipment	—			164			—			17			—			—			181
Sales of new equipment	—			37			—			5			—			—			42
Contractor supplies sales	—			15			—			3			—			—			18
Service and other revenues	—			31			—			3			—			—			34
Total revenues	—			1,593			—			141			—			—			1,734
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			535			—			57			—			—			592
Depreciation of rental equipment	—			297			—			25			—			—			322
Cost of rental equipment sales	—			98			—			9			—			—			107
Cost of new equipment sales	—			33			—			4			—			—			37
Cost of contractor supplies sales	—			10			—			2			—			—			12
Cost of service and other revenues	—			17			—			1			—			—			18
Total cost of revenues	—			990			—			98			—			—			1,088
Gross profit	—			603			—			43			—			—			646
Selling, general and administrative expenses	40			165			—			19			8			—			232
Merger related costs	—			1			—			—			—			—			1
Restructuring charge	—			2			—			—			—			—			2
Non-rental depreciation and amortization	4			62			—			5			—			—			71
Operating (loss) income	(44		)	373			—			19			(8		)	—			340
Interest (income) expense, net	(7		)	112			1			(1		)	5			(1		)	109
Other (income) expense, net	(141		)	161			—			11			(32		)	—			(1		)
Income (loss) before provision for income taxes	104			100			(1		)	9			19			1			232
Provision for income taxes	17			24			—			3			5			—			49
Income (loss) before equity in net earnings (loss) of subsidiaries	87			76			(1		)	6			14			1			183
Equity in net earnings (loss) of subsidiaries	96			20			6			—			—			(122		)	—
Net income (loss)	183			96			5			6			14			(121		)	183
Other comprehensive (loss) income	(25		)	(25		)	(25		)	(23		)	—			73			(25		)
Comprehensive income (loss)	$	158		$	71		$	(20	)	$	(17	)	$	14		$	(48	)	$	158

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Three Months Ended March 31, 2019

	Parent			URNA			Guarantor Subsidiaries		Non-Guarantor Subsidiaries						Eliminations		Total
									Foreign			SPV
Net cash provided by operating activities	$	5		$	566		$	—	$	35		$	61		$	—	$	667
Net cash used in investing activities	(5		)	(256		)	—		(4		)	—			—		(265		)
Net cash used in financing activities	—			(287		)	—		(45		)	(61		)	—		(393		)
Effect of foreign exchange rates	—			—			—		—			—			—		—
Net increase (decrease) in cash and cash equivalents	—			23			—		(14		)	—			—		9
Cash and cash equivalents at beginning of period	—			1			—		42			—			—		43
Cash and cash equivalents at end of period	$	—		$	24		$	—	$	28		$	—		$	—	$	52

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Three Months Ended March 31, 2018

	Parent			URNA			Guarantor Subsidiaries			Non-Guarantor Subsidiaries						Eliminations		Total
										Foreign			SPV
Net cash provided by (used in) operating activities	$	5		$	626		$	(1	)	$	(84	)	$	96		$	—	$	642
Net cash used in investing activities	(5		)	(164		)	—			(9		)	—			—		(178		)
Net cash (used in) provided by financing activities	—			(436		)	1			(1		)	(96		)	—		(532		)
Effect of foreign exchange rates	—			—			—			(6		)	—			—		(6		)
Net increase (decrease) in cash and cash equivalents	—			26			—			(100		)	—			—		(74		)
Cash and cash equivalents at beginning of period	—			23			—			329			—			—		352
Cash and cash equivalents at end of period	$	—		$	49		$	—		$	229		$	—		$	—	$	278