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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM 10-Q
___________________________________
| | | | | |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2023
| | | | | |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 1-14387
Commission File Number 1-13663
___________________________________
United Rentals, Inc.
United Rentals (North America), Inc.
(Exact Names of Registrants as Specified in Their Charters)
___________________________________
| | | | | | | | |
| | |
Delaware | | 06-1522496 |
Delaware | | 86-0933835 |
(States of Incorporation) | | (I.R.S. Employer Identification Nos.) |
| |
| | |
100 First Stamford Place, Suite 700
| | |
Stamford | | |
Connecticut | | 06902 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrants’ Telephone Number, Including Area Code: (203) 622-3131
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $.01 par value, of United Rentals, Inc. | | URI | | New York Stock Exchange |
| | | | |
Indicate by check mark whether the registrant: (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | |
Large Accelerated Filer | | ☒ | Accelerated Filer | | ☐ |
Non-Accelerated Filer | | ☐ | Smaller Reporting Company | | ☐ |
Emerging Growth Company | | ☐ | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐Yes x No
As of July 24, 2023, there were 68,282,697 shares of United Rentals, Inc. common stock, $0.01 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 report 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, 2023
INDEX
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PART I | | |
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Item 1 | | |
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Item 2 | | |
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Item 3 | | |
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Item 4 | | |
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PART II | | |
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Item 1 | | |
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Item 1A | | |
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Item 2 | | |
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Item 5 | | |
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Item 6 | | |
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “seek,” “on-track,” “plan,” “project,” “forecast,” “intend” or “anticipate,” or the negative thereof or comparable terminology, or by discussions of strategy or outlook. You are cautioned that our business and operations are subject to a variety of risks and uncertainties, many of which are beyond our control, and, consequently, our actual results may differ materially from those projected.
Factors that could cause actual results to differ materially from those projected include, but are not limited to, the following:
•the impact of global economic conditions (including inflation, increased interest rates, supply chain constraints, potential trade wars and sanctions and other measures imposed in response to the ongoing conflict in Ukraine) and public health crises and epidemics on us, our customers and our suppliers, in the United States and the rest of the world;
•declines in construction or industrial activity, which could adversely impact our revenues and, because many of our costs are fixed, our profitability;
•rates we charge and time utilization we achieve being less than anticipated;
•changes in customer, fleet, geographic and segment mix;
•excess fleet in the equipment rental industry;
•inability to benefit from government spending, including spending associated with infrastructure projects;
•trends in oil and natural gas, including significant increases in the prices of oil or natural gas, could adversely affect the demand for our services and products;
•competition from existing and new competitors;
•the cyclical nature of the industry in which we operate and the industries of our customers, such as those in the construction industry;
•costs we incur being more than anticipated, including as a result of inflation, and the inability to realize expected savings in the amounts or time frames planned;
•our significant indebtedness (which totaled $11.9 billion at June 30, 2023) requires us to use a substantial portion of our cash flow for debt service and can constrain our flexibility in responding to unanticipated or adverse business conditions;
•inability to refinance our indebtedness on terms that are favorable to us, including as a result of volatility and uncertainty in capital or credit markets or increases in interest rates, or at all;
•incurrence of additional debt, which could exacerbate the risks associated with our current level of indebtedness;
•noncompliance with financial or other covenants in our debt agreements, which could result in our lenders terminating the agreements and requiring us to repay outstanding borrowings;
•restrictive covenants and the amount of borrowings permitted under our debt instruments, which can limit our financial and operational flexibility;
•inability to access the capital that our businesses or growth plans may require, including as a result of uncertainty in capital or credit markets;
•the possibility that companies that we have acquired or may acquire could have undiscovered liabilities, or that companies or assets that we have acquired or may acquire could involve other unexpected costs, may strain our management capabilities, or may be difficult to integrate, and that we may not realize the expected benefits from an acquisition over the timeframe we expect, or at all;
•incurrence of impairment charges;
•fluctuations in the price of our common stock and inability to complete stock repurchases or pay dividends in the time frames and/or on the terms anticipated;
•our charter provisions as well as provisions of certain debt agreements and our significant indebtedness may have the effect of making more difficult or otherwise discouraging, delaying or deterring a takeover or other change of control of us;
•inability to manage credit risk adequately or to collect on contracts with a large number of customers;
•turnover in our management team and inability to attract and retain key personnel, as well as loss, absenteeism or the inability of employees to work or perform key functions in light of public health crises or epidemics;
•inability to obtain equipment and other supplies for our business from our key suppliers on acceptable terms or at all, as a result of supply chain disruptions, insolvency, financial difficulties or other factors;
•increases in our maintenance and replacement costs and/or decreases in the residual value of our equipment;
•inability to sell our new or used fleet in the amounts, or at the prices, we expect;
•risks related to security breaches, cybersecurity attacks, failure to protect personal information, compliance with data protection laws and other significant disruptions in our information technology systems;
•risks related to climate change and climate change regulation;
•risks related to our ability to meet our environmental and social goals, including our greenhouse gas intensity reduction goal;
•the fact that our holding company structure requires us to depend in part on distributions from subsidiaries and such distributions could be limited by contractual or legal restrictions;
•shortfalls in our insurance coverage;
•increases in our loss reserves to address business operations or other claims and any claims that exceed our established levels of reserves;
•incurrence of additional expenses (including indemnification obligations) and other costs in connection with litigation, regulatory and investigatory matters;
•the costs of complying with environmental, safety and foreign laws and regulations, as well as other risks associated with non-U.S. operations, including currency exchange risk, and tariffs;
•the outcome or other potential consequences of regulatory matters and commercial litigation;
•labor shortages and/or disputes, work stoppages or other labor difficulties, which may impact our productivity and increase our costs, and changes in law that could affect our labor relations or operations generally; and
•the effect of changes in tax law.
For a more complete description of these and other possible risks and uncertainties, please refer to our Annual Report on Form 10-K for the year ended December 31, 2022, as well as to our subsequent filings with the SEC. Our forward-looking statements contained herein speak only as of the date hereof, and we make no commitment to update or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances or changes in expectations.
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements
UNITED RENTALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
| | | | | | | | | | | |
| June 30, 2023 | | December 31, 2022 |
| (unaudited) | |
ASSETS | | | |
Cash and cash equivalents | $ | 227 | | | $ | 106 | |
Accounts receivable, net | 2,138 | | | 2,004 | |
Inventory | 210 | | | 232 | |
Prepaid expenses and other assets | 263 | | | 381 | |
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Total current assets | 2,838 | | | 2,723 | |
Rental equipment, net | 14,068 | | | 13,277 | |
Property and equipment, net | 855 | | | 839 | |
Goodwill | 5,826 | | | 6,026 | |
Other intangible assets, net | 773 | | | 452 | |
Operating lease right-of-use assets | 1,097 | | | 819 | |
Other long-term assets | 49 | | | 47 | |
Total assets | $ | 25,506 | | | $ | 24,183 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
Short-term debt and current maturities of long-term debt | $ | 1,444 | | | $ | 161 | |
Accounts payable | 1,339 | | | 1,139 | |
Accrued expenses and other liabilities | 1,027 | | | 1,145 | |
Total current liabilities | 3,810 | | | 2,445 | |
Long-term debt | 10,493 | | | 11,209 | |
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Deferred taxes | 2,724 | | | 2,671 | |
Operating lease liabilities | 896 | | | 642 | |
Other long-term liabilities | 169 | | | 154 | |
Total liabilities | 18,092 | | | 17,121 | |
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Common stock—$0.01 par value, 500,000,000 shares authorized, 114,951,676 and 68,280,874 shares issued and outstanding, respectively, at June 30, 2023 and 114,758,508 and 69,356,981 shares issued and outstanding, respectively, at December 31, 2022 | 1 | | | 1 | |
Additional paid-in capital | 2,621 | | | 2,626 | |
Retained earnings | 10,493 | | | 9,656 | |
Treasury stock at cost—46,670,802 and 45,401,527 shares at June 30, 2023 and December 31, 2022, respectively | (5,460) | | | (4,957) | |
Accumulated other comprehensive loss | (241) | | | (264) | |
Total stockholders’ equity | 7,414 | | | 7,062 | |
Total liabilities and stockholders’ equity | $ | 25,506 | | | $ | 24,183 | |
See accompanying notes.
UNITED RENTALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In millions, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Revenues: | | | | | | | |
Equipment rentals | $ | 2,981 | | | $ | 2,462 | | | $ | 5,721 | | | $ | 4,637 | |
Sales of rental equipment | 382 | | | 164 | | | 770 | | | 375 | |
Sales of new equipment | 70 | | | 38 | | | 114 | | | 83 | |
Contractor supplies sales | 37 | | | 33 | | | 71 | | | 62 | |
Service and other revenues | 84 | | | 74 | | | 163 | | | 138 | |
Total revenues | 3,554 | | | 2,771 | | | 6,839 | | | 5,295 | |
Cost of revenues: | | | | | | | |
Cost of equipment rentals, excluding depreciation | 1,216 | | | 1,002 | | | 2,378 | | | 1,908 | |
Depreciation of rental equipment | 592 | | | 457 | | | 1,167 | | | 892 | |
Cost of rental equipment sales | 186 | | | 67 | | | 384 | | | 162 | |
Cost of new equipment sales | 58 | | | 31 | | | 94 | | | 68 | |
Cost of contractor supplies sales | 26 | | | 23 | | | 50 | | | 43 | |
Cost of service and other revenues | 51 | | | 41 | | | 100 | | | 80 | |
Total cost of revenues | 2,129 | | | 1,621 | | | 4,173 | | | 3,153 | |
Gross profit | 1,425 | | | 1,150 | | | 2,666 | | | 2,142 | |
Selling, general and administrative expenses | 378 | | | 343 | | | 760 | | | 666 | |
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Restructuring charge | 18 | | | 1 | | | 19 | | | 1 | |
Non-rental depreciation and amortization | 104 | | | 91 | | | 222 | | | 188 | |
Operating income | 925 | | | 715 | | | 1,665 | | | 1,287 | |
Interest expense, net | 161 | | | 113 | | | 311 | | | 207 | |
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Other income, net | (8) | | | (6) | | | (12) | | | (11) | |
Income before provision for income taxes | 772 | | | 608 | | | 1,366 | | | 1,091 | |
Provision for income taxes | 181 | | | 115 | | | 324 | | | 231 | |
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Net income | $ | 591 | | | $ | 493 | | | $ | 1,042 | | | $ | 860 | |
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Basic earnings per share | $ | 8.60 | | | $ | 6.91 | | | $ | 15.09 | | | $ | 11.97 | |
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Diluted earnings per share | $ | 8.58 | | | $ | 6.90 | | | $ | 15.04 | | | $ | 11.93 | |
See accompanying notes.
UNITED RENTALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(In millions)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Net income | $ | 591 | | | $ | 493 | | | $ | 1,042 | | | $ | 860 | |
Other comprehensive (loss) income, net of tax: | | | | | | | |
Foreign currency translation adjustments (1) | 23 | | | (66) | | | 24 | | | (49) | |
Fixed price diesel swaps | — | | | — | | | (1) | | | 3 | |
Other comprehensive (loss) income (1) | 23 | | | (66) | | | 23 | | | (46) | |
Comprehensive income | $ | 614 | | | $ | 427 | | | $ | 1,065 | | | $ | 814 | |
(1)There were no material reclassifications from accumulated other comprehensive loss reflected in other comprehensive income (loss) during 2023 or 2022. There was no material tax impact related to the foreign currency translation adjustments. In 2021, we remitted the cumulative amount of identified cash in our foreign operations in excess of near-term working capital needs. We continue to expect that the remaining balance of our undistributed foreign earnings will be indefinitely reinvested. If we determine that all or a portion of such foreign earnings are no longer indefinitely reinvested, we may be subject to additional foreign withholding taxes and U.S. state income taxes. There were no material taxes associated with other comprehensive income (loss) during 2023 or 2022.
See accompanying notes.
UNITED RENTALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
(In millions)
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| Three Months Ended June 30, 2023 |
| Common Stock | | | | | | Treasury Stock | | |
| Number of Shares (1) | | Amount | | Additional Paid-in Capital | | Retained Earnings | | Number of Shares | | Amount | | Accumulated Other Comprehensive Loss (2) |
Balance at March 31, 2023 | 69 | | | $ | 1 | | | $ | 2,598 | | | $ | 10,003 | | | 46 | | | $ | (5,208) | | | $ | (264) | |
Net income | | | | | | | 591 | | | | | | | |
Dividends declared (3) | | | | | | | (101) | | | | | | | |
Foreign currency translation adjustments | | | | | | | | | | | | | 23 | |
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Stock compensation expense, net | — | | | | | 25 | | | | | | | | | |
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Tax withholding for share based compensation | — | | | | | (2) | | | | | | | | | |
Repurchase of common stock | (1) | | | | | | | | | 1 | | | (252) | | | |
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Balance at June 30, 2023 | 68 | | | $ | 1 | | | $ | 2,621 | | | $ | 10,493 | | | 47 | | | $ | (5,460) | | | $ | (241) | |
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| | | | | | | | | | | | | |
| Three Months Ended June 30, 2022 |
| Common Stock | | | | | | Treasury Stock | | |
| Number of Shares (1) | | Amount | | Additional Paid-in Capital | | Retained Earnings | | Number of Shares | | Amount | | Accumulated Other Comprehensive Loss (2) |
Balance at March 31, 2022 | 72 | | | $ | 1 | | | $ | 2,535 | | | $ | 7,918 | | | 43 | | | $ | (4,219) | | | $ | (151) | |
Net income | | | | | | | 493 | | | | | | | |
Foreign currency translation adjustments | | | | | | | | | | | | | (66) | |
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Stock compensation expense, net | — | | | | | 36 | | | | | | | | | |
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Tax withholding for share based compensation | — | | | | | (1) | | | | | | | | | |
Repurchase of common stock | (2) | | | | | | | | | 2 | | | (500) | | | |
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Balance at June 30, 2022 | 70 | | | $ | 1 | | | $ | 2,570 | | | $ | 8,411 | | | 45 | | | $ | (4,719) | | | $ | (217) | |
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| Six Months Ended June 30, 2023 |
| Common Stock | | | | | | Treasury Stock | | |
| Number of Shares (1) | | Amount | | Additional Paid-in Capital | | Retained Earnings | | Number of Shares | | Amount | | Accumulated Other Comprehensive Loss (2) |
Balance at December 31, 2022 | 69 | | | $ | 1 | | | $ | 2,626 | | | $ | 9,656 | | | 45 | | | $ | (4,957) | | | $ | (264) | |
Net income | | | | | | | 1,042 | | | | | | | |
Dividends declared (3) | | | | | | | (205) | | | | | | | |
Foreign currency translation adjustments | | | | | | | | | | | | | 24 | |
Fixed price diesel swaps | | | | | | | | | | | | | (1) | |
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Stock compensation expense, net | 1 | | | | | 49 | | | | | | | | | |
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Tax withholding for share based compensation | — | | | | | (54) | | | | | | | | | |
Repurchase of common stock | (2) | | | | | | | | | 2 | | | (503) | | | |
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Balance at June 30, 2023 | 68 | | | $ | 1 | | | $ | 2,621 | | | $ | 10,493 | | | 47 | | | $ | (5,460) | | | $ | (241) | |
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| Six Months Ended June 30, 2022 |
| Common Stock | | | | | | Treasury Stock | | |
| Number of Shares (1) | | Amount | | Additional Paid-in Capital | | Retained Earnings | | Number of Shares | | Amount | | Accumulated Other Comprehensive Loss (2) |
Balance at December 31, 2021 | 72 | | | $ | 1 | | | $ | 2,567 | | | $ | 7,551 | | | 42 | | | $ | (3,957) | | | $ | (171) | |
Net income | | | | | | | 860 | | | | | | | |
Foreign currency translation adjustments | | | | | | | | | | | | | (49) | |
Fixed price diesel swaps | | | | | | | | | | | | | 3 | |
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Stock compensation expense, net | 1 | | | | | 60 | | | | | | | | | |
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Tax withholding for share based compensation | — | | | | | (57) | | | | | | | | | |
Repurchase of common stock | (3) | | | | | | | | | 3 | | | (762) | | | |
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Balance at June 30, 2022 | 70 | | | $ | 1 | | | $ | 2,570 | | | $ | 8,411 | | | 45 | | | $ | (4,719) | | | $ | (217) | |
(1)Common stock outstanding decreased by approximately three million net shares during the year ended December 31, 2022.
(2)The Accumulated Other Comprehensive Loss balance primarily reflects foreign currency translation adjustments.
(3)In January 2023, our Board of Directors approved our first-ever quarterly dividend program (accordingly, there were no dividends declared during 2022). We declared dividends of $1.48 and $2.96 per share during the three and six months ended June 30, 2023, respectively.
See accompanying notes.
UNITED RENTALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In millions)
| | | | | | | | | | | |
| Six Months Ended |
| June 30, |
| 2023 | | 2022 |
Cash Flows From Operating Activities: | | | |
Net income | $ | 1,042 | | | $ | 860 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | |
Depreciation and amortization | 1,389 | | | 1,080 | |
Amortization of deferred financing costs and original issue discounts | 7 | | | 6 | |
Gain on sales of rental equipment | (386) | | | (213) | |
Gain on sales of non-rental equipment | (10) | | | (4) | |
Insurance proceeds from damaged equipment | (19) | | | (17) | |
Stock compensation expense, net | 49 | | | 60 | |
| | | |
Restructuring charge | 19 | | | 1 | |
Loss on repurchase/redemption of debt securities | — | | | 17 | |
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| | | |
Increase in deferred taxes | 53 | | | 64 | |
Changes in operating assets and liabilities, net of amounts acquired: | | | |
Increase in accounts receivable | (115) | | | (59) | |
Decrease (increase) in inventory | 5 | | | (36) | |
Decrease in prepaid expenses and other assets | 134 | | | 39 | |
Increase in accounts payable | 205 | | | 251 | |
Decrease in accrued expenses and other liabilities | (145) | | | (9) | |
Net cash provided by operating activities | 2,228 | | | 2,040 | |
Cash Flows From Investing Activities: | | | |
Purchases of rental equipment | (2,048) | | | (1,354) | |
Purchases of non-rental equipment and intangible assets | (179) | | | (123) | |
Proceeds from sales of rental equipment | 770 | | | 375 | |
Proceeds from sales of non-rental equipment | 28 | | | 9 | |
Insurance proceeds from damaged equipment | 19 | | | 17 | |
Purchases of other companies, net of cash acquired | (418) | | | (312) | |
Purchases of investments | — | | | (4) | |
Net cash used in investing activities | (1,828) | | | (1,392) | |
Cash Flows From Financing Activities: | | | |
Proceeds from debt | 4,488 | | | 3,239 | |
Payments of debt | (4,007) | | | (3,133) | |
| | | |
| | | |
Common stock repurchased, including tax withholdings for share based compensation | (554) | | | (819) | |
Payments of financing costs | — | | | (9) | |
| | | |
Dividends paid | (205) | | | — | |
Net cash used in financing activities | (278) | | | (722) | |
Effect of foreign exchange rates | (1) | | | (2) | |
Net increase (decrease) in cash and cash equivalents | 121 | | | (76) | |
Cash and cash equivalents at beginning of period | 106 | | | 144 | |
Cash and cash equivalents at end of period | $ | 227 | | | $ | 68 | |
Supplemental disclosure of cash flow information: | | | |
Cash paid for income taxes, net | $ | 212 | | | $ | 152 | |
Cash paid for interest | 305 | | | 188 | |
See accompanying notes.
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share data, unless otherwise indicated)
1. Organization, Description of Business and Basis of Presentation
United Rentals, Inc. (“Holdings,” “URI” or the “Company”) is principally a holding company and conducts its operations primarily through its wholly owned subsidiary, United Rentals (North America), Inc. (“URNA”), and subsidiaries of URNA. Holdings’ primary asset is its sole ownership of all issued and outstanding shares of common stock of URNA. URNA’s various credit agreements and debt instruments place restrictions on its ability to transfer funds to its shareholder.
We rent equipment to a diverse customer base that includes construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities. We primarily operate in the United States and Canada, and have a limited presence in Europe, Australia and New Zealand. In addition to renting equipment, we sell new and used rental equipment, as well as related contractor supplies, parts and service.
We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with the accounting policies described in our annual report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) and the interim reporting requirements of Form 10-Q. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the 2022 Form 10-K.
In our opinion, all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of financial condition, operating results and cash flows for the interim periods presented have been made. Interim results of operations are not necessarily indicative of the results of the full year.
New Accounting Pronouncements
Guidance Adopted in 2023
Reference Rate Reform. In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease entities’ financial reporting burdens as the market transitions from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This guidance generally allows for contract modifications solely related to the replacement of the reference rate to be accounted for as a continuation of the existing contract instead of as an extinguishment of the contract, without triggering certain accounting impacts that could be required associated with an extinguishment of the contract. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, to expand the scope of this guidance to include derivatives. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extends the period of time entities can utilize the reference rate reform relief guidance under ASU 2020-04 from December 31, 2022, to December 31, 2024. As discussed in note 8 of the condensed consolidated financial statements, in April 2023, our term loan facility was amended to transition to an interest rate based on the Secured Overnight Financing Rate ("SOFR"). Prior to the amendment, interest on the term loan facility reflected LIBOR plus a margin (or an alternative base rate plus a margin). We applied the above guidance when accounting for the term loan facility amendment (as discussed further in note 8), and adoption of this guidance did not have a material impact on our financial statements. As of June 30, 2023, we have no debt instruments that use LIBOR as a reference rate, and this guidance is not expected to have a material impact on our financial statements in the future.
2. Revenue Recognition
Revenue Recognition Accounting Standards
We recognize revenue in accordance with two different accounting standards: 1) Topic 606 (which addresses revenue from contracts with customers) and 2) Topic 842 (which addresses lease revenue). Under Topic 606, revenue from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales incentives and amounts collected on behalf of third parties. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer, and is the unit of account under Topic 606. As reflected below, most of our revenue is accounted for under Topic 842. Our contracts with customers generally do not include multiple performance obligations. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer.
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for such products or services.
Nature of goods and services
In the following table, revenue is summarized by type and by the applicable accounting standard. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
| Three Months Ended June 30, |
| | | 2023 | | | | | | 2022 | | | |
| Topic 842 | | Topic 606 | | Total | | Topic 842 | | Topic 606 | | Total | |
Revenues: | | | | | | | | | | | | |
Owned equipment rentals | $ | 2,461 | | | $ | — | | | $ | 2,461 | | | $ | 2,018 | | | $ | — | | | $ | 2,018 | | |
Re-rent revenue | 56 | | — | | 56 | | 55 | | — | | 55 | |
Ancillary and other rental revenues: | | | | | | | | | | | | |
Delivery and pick-up | — | | 238 | | 238 | | — | | 205 | | 205 | |
Other | 185 | | 41 | | 226 | | 142 | | 42 | | 184 | |
Total ancillary and other rental revenues | 185 | | | 279 | | | 464 | | | 142 | | | 247 | | | 389 | | |
Total equipment rentals | 2,702 | | | 279 | | | 2,981 | | | 2,215 | | | 247 | | | 2,462 | | |
Sales of rental equipment | — | | 382 | | 382 | | — | | 164 | | 164 | |
Sales of new equipment | — | | 70 | | 70 | | — | | 38 | | 38 | |
Contractor supplies sales | — | | 37 | | 37 | | — | | 33 | | 33 | |
Service and other revenues | — | | 84 | | 84 | | — | | 74 | | 74 | |
Total revenues | $ | 2,702 | | | $ | 852 | | | $ | 3,554 | | | $ | 2,215 | | | $ | 556 | | | $ | 2,771 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, |
| | | 2023 | | | | | | 2022 | | | |
| Topic 842 | | Topic 606 | | Total | | Topic 842 | | Topic 606 | | Total | |
Revenues: | | | | | | | | | | | | |
Owned equipment rentals | $ | 4,727 | | | $ | — | | | $ | 4,727 | | | $ | 3,815 | | | $ | — | | | $ | 3,815 | | |
Re-rent revenue | 108 | | — | | 108 | | 104 | | — | | 104 | |
Ancillary and other rental revenues: | | | | | | | | | | | | |
Delivery and pick-up | — | | 441 | | 441 | | — | | 362 | | 362 | |
Other | 350 | | 95 | | 445 | | 266 | | 90 | | 356 | |
Total ancillary and other rental revenues | 350 | | | 536 | | | 886 | | | 266 | | | 452 | | | 718 | | |
Total equipment rentals | 5,185 | | | 536 | | | 5,721 | | | 4,185 | | | 452 | | | 4,637 | | |
Sales of rental equipment | — | | 770 | | 770 | | — | | 375 | | 375 | |
Sales of new equipment | — | | 114 | | 114 | | — | | 83 | | 83 | |
Contractor supplies sales | — | | 71 | | 71 | | — | | 62 | | 62 | |
Service and other revenues | — | | 163 | | 163 | | — | | 138 | | 138 | |
Total revenues | $ | 5,185 | | | $ | 1,654 | | | $ | 6,839 | | | $ | 4,185 | | | $ | 1,110 | | | $ | 5,295 | | |
Revenues by reportable segment are presented in note 4 of the condensed consolidated financial statements, using the revenue captions reflected in our condensed consolidated statements of operations. The majority of our revenue is recognized in our general rentals segment and in the U.S. (for the six months ended June 30, 2023, 75 percent and 91 percent, respectively). We believe that the disaggregation of our revenue from contracts to customers as reflected above, coupled with the further discussion below and the reportable segment disclosures in note 4, depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.
Lease revenues (Topic 842)
The accounting for the types of revenue that are accounted for under Topic 842 is discussed below.
Owned equipment rentals represent our most significant revenue type (they accounted for 69 percent of total revenues for the six months ended June 30, 2023) and are governed by our standard rental contract. We account for such rentals as operating
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
leases. The lease terms are included in our contracts, and the determination of whether our contracts contain leases generally does not require significant assumptions or judgments. Our lease revenues do not include material amounts of variable payments.
Owned equipment rentals: Owned equipment rentals represent revenues from renting equipment that we own. We do not generally provide an option for the lessee to purchase the rented equipment at the end of the lease, and do not generate material revenue from sales of equipment under such options.
We recognize revenues from renting equipment on a straight-line basis. Our rental contract periods are hourly, daily, weekly or monthly. By way of example, if a customer were to rent a piece of equipment and the daily, weekly and monthly rental rates for that particular piece were (in actual dollars) $100, $300 and $900, respectively, we would recognize revenue of $32.14 per day. The daily rate for recognition purposes is calculated by dividing the monthly rate of $900 by the monthly term of 28 days. This daily rate assumes that the equipment will be on rent for the full 28 days, as we are unsure of when the customer will return the equipment and therefore unsure of which rental contract period will apply.
As part of this straight-line methodology, when the equipment is returned, we recognize as incremental revenue the excess, if any, between the amount the customer is contractually required to pay, which is based on the rental contract period applicable to the actual number of days the equipment was out on rent, over the cumulative amount of revenue recognized to date. In any given accounting period, we will have customers return equipment and be contractually required to pay us more than the cumulative amount of revenue recognized to date under the straight-line methodology. For instance, continuing the above example, if the customer rented the above piece of equipment on December 29 and returned it at the close of business on January 1, we would recognize incremental revenue on January 1 of $171.44 (in actual dollars, representing the difference between the amount the customer is contractually required to pay, or $300 at the weekly rate, and the cumulative amount recognized to date on a straight-line basis, or $128.56, which represents four days at $32.14 per day).
We record amounts billed to customers in excess of recognizable revenue as deferred revenue on our balance sheet. We had deferred revenue (associated with both Topic 842 and Topic 606) of $135 and $131 as of June 30, 2023 and December 31, 2022, respectively.
As noted above, we are unsure of when the customer will return rented equipment. As such, we do not know how much the customer will owe us upon return of the equipment and cannot provide a maturity analysis of future lease payments. Our equipment is generally rented for short periods of time. Lessees do not provide residual value guarantees on rented equipment.
We expect to derive significant future benefits from our equipment following the end of the rental term. Our rentals are generally short-term in nature, and our equipment is typically rented for the majority of the time that we own it. We additionally recognize revenue from sales of rental equipment when we dispose of the equipment.
Re-rent revenue: Re-rent revenue reflects revenues from equipment that we rent from vendors and then rent to our customers. We account for such rentals as subleases. The accounting for re-rent revenue is the same as the accounting for owned equipment rentals described above.
“Other” equipment rental revenue is primarily comprised of 1) Rental Protection Plan (or "RPP") revenue associated with the damage waiver customers can purchase when they rent our equipment to protect against potential loss or damage, 2) environmental charges associated with the rental of equipment, 3) charges for rented equipment that is damaged by our customers and 4) charges for setup and other services performed on rented equipment.
Revenues from contracts with customers (Topic 606)
The accounting for the types of revenue that are accounted for under Topic 606 is discussed below. Substantially all of our revenues under Topic 606 are recognized at a point-in-time rather than over time.
Delivery and pick-up: Delivery and pick-up revenue associated with renting equipment is recognized when the service is performed.
“Other” equipment rental revenue is primarily comprised of revenues associated with the consumption of fuel by our customers which are recognized when the equipment is returned by the customer (and consumption, if any, can be measured).
Sales of rental equipment, new equipment and contractor supplies are recognized at the time of delivery to, or pick-up by, the customer and when collectibility is probable.
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
Service and other revenues primarily represent revenues earned from providing repair and maintenance services on our customers’ fleet (including parts sales). Service revenue is recognized as the services are performed.
Receivables and contract assets and liabilities
As reflected above, most of our equipment rental revenue is accounted for under Topic 842 (such revenue represented 76 percent of our total revenues for the six months ended June 30, 2023). The customers that are responsible for the remaining revenue that is accounted for under Topic 606 are generally the same customers that rent our equipment. We manage credit risk associated with our accounts receivables at the customer level. Because the same customers generate the revenues that are accounted for under both Topic 606 and Topic 842, the discussions below on credit risk and our allowance for credit losses address receivables arising from revenues from both Topic 606 and Topic 842.
Concentration of credit risk with respect to our receivables is limited because a large number of geographically diverse customers makes up our customer base. Our largest customer accounted for less than one percent of total revenues for the six months ended June 30, 2023, and for each of the last three full years. Our customer with the largest receivable balance represented approximately one percent of total receivables at June 30, 2023 and December 31, 2022. We manage credit risk through credit approvals, credit limits and other monitoring procedures.
Our allowance for credit losses reflects our estimate of the amount of our receivables that we will be unable to collect based on historical write-off experience and, as applicable, current conditions and reasonable and supportable forecasts that affect collectibility. Our estimate could require change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowance. Trade receivables that have contractual maturities of one year or less are written-off when they are determined to be uncollectible based on the criteria necessary to qualify as a deduction for federal tax purposes. Write-offs of such receivables require management approval based on specified dollar thresholds. See the table below for a rollforward of our allowance for credit losses.
The measurement of expected credit losses is based on relevant information from past events, including historical experiences, current conditions and reasonable and supportable forecasts that affect collectibility. Trade receivables are the only material financial asset we have that is subject to the requirement to measure expected credit losses as noted above, as this requirement does not apply to receivables arising from operating lease revenues. Substantially all of our non-lease trade receivables are due in one year or less. As discussed above, most of our equipment rental revenue is accounted for as lease revenue (such revenue represented 76 percent of our total revenues for the six months ended June 30, 2023, and these revenues account for corresponding portions of the $2.138 billion of net accounts receivable and the associated allowance for credit losses of $147 as of June 30, 2023).
As discussed above, most of our equipment rental revenue is accounted for under Topic 842. The customers that are responsible for the remaining revenue that is accounted for under Topic 606 are generally the same customers that rent our equipment. We manage credit risk associated with our accounts receivables at the customer level. The rollforward of our allowance for credit losses (in total, and associated with revenues arising from both Topic 606 and Topic 842) is shown below.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2023 | | Three Months Ended June 30, 2022 | | Six Months Ended June 30, 2023 | | Six Months Ended June 30, 2022 |
Beginning balance | $ | 146 | | | $ | 116 | | | $ | 134 | | | $ | 112 | |
| | | | | | | |
Charged to costs and expenses (1) | 2 | | | 2 | | | 5 | | | 3 | |
Charged to revenue (2) | 8 | | | 9 | | | 21 | | | 17 | |
Deductions and other (3) | (9) | | | (10) | | | (13) | | | (15) | |
Ending balance | $ | 147 | | | $ | 117 | | | $ | 147 | | | $ | 117 | |
_________________
(1) Reflects bad debt expenses recognized within selling, general and administrative expenses (associated with Topic 606 revenues).
(2) Primarily reflects credit losses associated with lease revenues that were recognized as a reduction to equipment rentals revenue (primarily associated with Topic 842 revenues).
(3) Primarily represents write-offs of accounts, net of immaterial recoveries and other activity.
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
We do not have material contract assets, or impairment losses associated therewith, or material contract liabilities, associated with contracts with customers. Our contracts with customers do not generally result in material amounts billed to customers in excess of recognizable revenue. We did not recognize material revenue during the three or six months ended June 30, 2023 or 2022 that was included in the contract liability balance as of the beginning of such periods.
Performance obligations
Most of our Topic 606 revenue is recognized at a point-in-time, rather than over time. Accordingly, in any particular period, we do not generally recognize a significant amount of revenue from performance obligations satisfied (or partially satisfied) in previous periods, and the amounts of such revenue recognized during the three and six months ended June 30, 2023 and 2022 were not material. We also do not expect to recognize material revenue in the future related to performance obligations that were unsatisfied (or partially unsatisfied) as of June 30, 2023.
Payment terms
Our Topic 606 revenues do not include material amounts of variable consideration. Our payment terms vary by the type and location of our customer and the products or services offered. The time between invoicing and when payment is due is not significant. Our contracts do not generally include a significant financing component. For certain products or services and customer types, we require payment before the products or services are delivered to the customer. Our contracts with customers do not generally result in significant obligations associated with returns, refunds or warranties. See above for a discussion of how we manage credit risk.
Revenue is recognized net of taxes collected from customers, which are subsequently remitted to governmental authorities.
Contract costs
We do not recognize any assets associated with the incremental costs of obtaining a contract with a customer (for example, a sales commission) that we expect to recover. Most of our revenue is recognized at a point-in-time or over a period of one year or less, and we use the practical expedient that allows us to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that we otherwise would have recognized is one year or less.
Contract estimates and judgments
Our revenues accounted for under Topic 606 generally do not require significant estimates or judgments, primarily for the following reasons:
•The transaction price is generally fixed and stated in our contracts;
•As noted above, our contracts generally do not include multiple performance obligations, and accordingly do not generally require estimates of the standalone selling price for each performance obligation;
•Our revenues do not include material amounts of variable consideration, or result in significant obligations associated with returns, refunds or warranties; and
•Most of our revenue is recognized as of a point-in-time and the timing of the satisfaction of the applicable performance obligations is readily determinable. As noted above, our Topic 606 revenue is generally recognized at the time of delivery to, or pick-up by, the customer.
Our revenues accounted for under Topic 842 also generally do not require significant estimates or judgments. We monitor and review our estimated standalone selling prices on a regular basis.
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
3. Acquisitions
On December 7, 2022, we completed the acquisition of assets of Ahern Rentals, Inc. ("Ahern Rentals"), which was accounted for as a business combination. Ahern Rentals was the eighth largest equipment rental company in North America and served customers primarily in the construction and industrial sectors across 30 states. The acquisition:
• Increased capacity in key geographies, with concentrations on both U.S. coasts and in the Gulf region;
• Increased availability of high-demand aerial and material handling equipment for our customers; and
• Created immediate cross-sell opportunities to an expanded customer base.
The aggregate consideration paid to acquire Ahern Rentals was $2.012 billion. The acquisition and related fees and expenses were funded through the issuance of $1.5 billion principal amount of 6 percent Senior Secured Notes and drawings on our senior secured asset-based revolving credit facility (“ABL facility”).
The table below summarizes the fair values of the assets acquired and liabilities assumed. The initial accounting for the acquisition is incomplete, principally related to finalizing 1) the measurement of the acquired net working capital, 2) the valuation of the acquired rental equipment and intangible assets and 3) the associated income tax considerations. All amounts below could change, potentially materially, as there is significant additional information that we must obtain to finalize the valuations of the assets acquired and liabilities assumed. During the six months ended June 30, 2023, we recognized measurement period adjustments primarily to establish preliminary values for intangibles assets and lease assets and liabilities. These adjustments resulted in a substantial reduction to goodwill versus the previously reported amount (see note 6 to the condensed consolidated financial statements for further discussion of goodwill changes). Non-rental depreciation and amortization for the six months ended June 30, 2023 includes $7 of intangible asset amortization that would have been recognized in 2022 if the intangible asset values had been preliminarily established as of December 31, 2022.
| | | | | |
| |
| |
Inventory | $ | 24 | |
| |
Rental equipment | 1,262 | |
Property and equipment | 187 | |
Intangibles (1) | 420 | |
Operating lease right-of-use assets | 211 | |
Other assets | 10 | |
Total identifiable assets acquired | 2,114 | |
| |
Accounts payable, accrued expenses and other liabilities | (27) | |
| |
Operating lease liabilities | (199) | |
Debt (finance leases) | (38) | |
Total liabilities assumed | (264) | |
Net identifiable assets acquired | 1,850 | |
Goodwill (2) | 162 | |
Net assets acquired | $ | 2,012 | |
(1)The following table reflects the fair values and useful lives of the acquired intangible assets identified based on our preliminary purchase accounting assessments: | | | | | | | | |
| | |
| Fair value | Life (years) |
Customer relationships | $ | 290 | | 9 |
| | |
Non-compete agreements | 130 | | 5 |
Total | $ | 420 | | |
(2)All of the goodwill was assigned to our general rentals segment. As noted above, we have not yet obtained all the information required to finalize the valuations of the assets acquired and liabilities assumed. As such, goodwill could change from the amount noted above. Once finalized, we expect that the goodwill that results from the acquisition will be primarily reflective of Ahern Rentals' going-concern value, the value of Ahern Rentals' assembled workforce and new customer relationships expected to arise from the acquisition. All of the goodwill is expected to be deductible for income tax purposes
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
(because the acquisition is a purchase of assets, the goodwill that is deductible for income tax purposes equals the total acquired goodwill. As noted above, goodwill could change from the amount above).
The debt issuance costs associated with the issuance of debt to partially fund the acquisition are reflected, net of amortization subsequent to the acquisition date, in long-term debt in our consolidated balance sheets. Additionally, in the first quarter of 2023, we initiated a restructuring program following the closing of the Ahern Rentals acquisition, and the costs under this program are included in “Restructuring charge” in our condensed consolidated statements of income. The restructuring charges generally involve the closure of a large number of branches over a short period of time, often in periods following a major acquisition.
It is not practicable to reasonably estimate the amounts of revenue and earnings of Ahern Rentals since the acquisition date, primarily due to the movement of fleet between URI locations and the acquired Ahern Rentals locations, as well as our corporate structure and the allocation of corporate costs.
Pro forma financial information
The pro forma information below gives effect to the Ahern Rentals acquisition as if it had been completed on January 1, 2021. The pro forma information is not necessarily indicative of our results had the acquisition been completed on the above date, nor is it necessarily indicative of our future results. The pro forma information reflects Ahern Rentals’ historic revenue presented in accordance with our revenue mapping, does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisition, and also does not reflect additional revenue opportunities following the acquisition. The pro forma information includes adjustments to record the acquired assets and liabilities of Ahern Rentals at their respective fair values and to give effect to the financing for the acquisition. The pro forma adjustments reflected in the table below are subject to change as additional analysis is performed. The purchase price allocations for the assets acquired and liabilities assumed are based on preliminary valuations and are subject to change as we obtain additional information during the acquisition measurement period. Increases or decreases in the estimated fair values of the net assets acquired may impact our statements of income in future periods. The table below presents unaudited pro forma consolidated income statement information as if Ahern Rentals had been included in our consolidated results for the entire periods reflected:
| | | | | | | | | | | | | | | |
| | | Three Months Ended | | | | Six Months Ended |
| | | June 30, | | | | June 30, |
| | | 2022 | | | | 2022 |
United Rentals historic revenues | | | $ | 2,771 | | | | | $ | 5,295 | |
Ahern Rentals historic revenues | | | 225 | | | | | 428 | |
Pro forma revenues | | | 2,996 | | | | | 5,723 | |
United Rentals historic pretax income | | | 608 | | | | | 1,091 | |
Ahern Rentals historic pretax income (loss) | | | 3 | | | | | (6) | |
Combined pretax income | | | 611 | | | | | 1,085 | |
Pro forma adjustments to combined pretax income: | | | | | | | |
Impact of fair value mark-ups/useful life changes on depreciation (1) | | | (25) | | | | | (50) | |
Impact of the fair value mark-up of acquired fleet on cost of rental equipment sales (2) | | | (12) | | | | | (22) | |
Intangible asset amortization (3) | | | (20) | | | | | (39) | |
| | | | | | | |
Interest expense (4) | | | (25) | | | | | (50) | |
Elimination of historic interest (5) | | | 14 | | | | | 27 | |
| | | | | | | |
Elimination of historic legal and financing costs (6) | | | 2 | | | | | 4 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Pro forma pretax income | | | $ | 545 | | | | | $ | 955 | |
________________
(1) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups, and the changes in useful lives and salvage values, of the equipment acquired in the Ahern Rentals acquisition.
(2) Cost of rental equipment sales was adjusted for the fair value mark-ups, and the changes in useful lives and salvage values, of rental equipment acquired in the Ahern Rentals acquisition.
(3) Intangible asset amortization was adjusted to include amortization of the acquired intangible assets.
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
(4) As discussed above, the acquisition and related fees and expenses were funded through the issuance of senior notes and drawings on our ABL facility. Interest expense was adjusted to reflect interest on the debt used to finance the acquisition.
(5) Historic interest on debt that is not part of the combined entity was eliminated.
(6) Reflects legal and financing costs incurred by Ahern Rentals that do not relate to the combined entity (specifically, legal costs related to a particular lawsuit and costs related to an attempted financing).
During 2023 and 2022, we completed other acquisitions that were not significant individually or in the aggregate. See the condensed consolidated statements of cash flows for the total cash outflow for purchases of other companies, net of cash acquired.
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
4. Segment Information
Our reportable segments are i) general rentals and ii) specialty. For general rentals, the divisions discussed below, which are our operating segments, are aggregated into the reportable segment. The specialty segment is a single division that is both an operating segment and a reportable segment. We believe that the divisions that are aggregated into our reportable segments have similar economic characteristics, as each division is capital intensive, offers similar products to similar customers, uses similar methods to distribute its products, and is subject to similar competitive risks. The aggregation of our divisions also reflects the management structure that we use for making operating decisions and assessing performance. We evaluate segment performance primarily based on segment equipment rentals gross profit.
The general rentals segment includes the rental of i) general construction and industrial equipment, such as backhoes, skid-steer loaders, forklifts, earthmoving equipment and material handling equipment, ii) aerial work platforms, such as boom lifts and scissor lifts and iii) general tools and light equipment, such as pressure washers, water pumps and power tools. The general rentals segment reflects the aggregation of four geographic divisions—Central, Northeast, Southeast and West—and operates throughout the United States and Canada.
The specialty segment, which, as noted above, is a single division that is both an operating segment and a reportable segment, includes the rental of specialty construction products such as i) trench safety equipment, such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work, ii) power and HVAC equipment, such as portable diesel generators, electrical distribution equipment, and temperature control equipment, iii) fluid solutions equipment primarily used for fluid containment, transfer and treatment, and iv) mobile storage equipment and modular office space. The specialty segment’s customers include construction companies involved in infrastructure projects, municipalities and industrial companies. This segment primarily operates in the United States and Canada, and has a limited presence in Europe, Australia and New Zealand.
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
The following tables set forth financial information by segment. | | | | | | | | | | | | | | | | | |
| General rentals | | Specialty | | Total |
Three Months Ended June 30, 2023 | | | | | |
Equipment rentals | $ | 2,189 | | | $ | 792 | | | $ | 2,981 | |
Sales of rental equipment | 342 | | | 40 | | | 382 | |
Sales of new equipment | 24 | | | 46 | | | 70 | |
Contractor supplies sales | 23 | | | 14 | | | 37 | |
Service and other revenues | 75 | | | 9 | | | 84 | |
Total revenue | 2,653 | | | 901 | | | 3,554 | |
Depreciation and amortization expense | 580 | | | 116 | | | 696 | |
Equipment rentals gross profit | 788 | | | 385 | | | 1,173 | |
Three Months Ended June 30, 2022 | | | | | |
Equipment rentals | $ | 1,787 | | | $ | 675 | | | $ | 2,462 | |
Sales of rental equipment | 138 | | | 26 | | | 164 | |
Sales of new equipment | 17 | | | 21 | | | 38 | |
Contractor supplies sales | 22 | | | 11 | | | 33 | |
Service and other revenues | 63 | | | 11 | | | 74 | |
Total revenue | 2,027 | | | 744 | | | 2,771 | |
Depreciation and amortization expense | 428 | | | 120 | | | 548 | |
Equipment rentals gross profit | 691 | | | 312 | | | 1,003 | |
Six Months Ended June 30, 2023 | | | | | |
Equipment rentals | $ | 4,207 | | | $ | 1,514 | | | $ | 5,721 | |
Sales of rental equipment | 692 | | | 78 | | | 770 | |
Sales of new equipment | 42 | | | 72 | | | 114 | |
Contractor supplies sales | 44 | | | 27 | | | 71 | |
Service and other revenues | 147 | | | 16 | | | 163 | |
Total revenue | 5,132 | | | 1,707 | | | 6,839 | |
Depreciation and amortization expense | 1,157 | | | 232 | | | 1,389 | |
Equipment rentals gross profit | 1,451 | | | 725 | | | 2,176 | |
Capital expenditures | 1,766 | | | 461 | | | 2,227 | |
Six Months Ended June 30, 2022 | | | | | |
Equipment rentals | $ | 3,380 | | | $ | 1,257 | | | $ | 4,637 | |
Sales of rental equipment | 322 | | | 53 | | | 375 | |
Sales of new equipment | 46 | | | 37 | | | 83 | |
Contractor supplies sales | 40 | | | 22 | | | 62 | |
Service and other revenues | 121 | | | 17 | | | 138 | |
Total revenue | 3,909 | | | 1,386 | | | 5,295 | |
Depreciation and amortization expense | 850 | | | 230 | | | 1,080 | |
Equipment rentals gross profit | 1,266 | | | 571 | | | 1,837 | |
Capital expenditures | 1,094 | | | 383 | | | 1,477 | |
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
| | | | | | | | | | | |
| June 30, 2023 | | December 31, 2022 |
Total reportable segment assets | | | |
General rentals | $ | 20,609 | | | $ | 19,604 | |
Specialty | 4,897 | | | 4,579 | |
Total assets | $ | 25,506 | | | $ | 24,183 | |
Equipment rentals gross profit is the primary measure management reviews to make operating decisions and assess segment performance. The following is a reconciliation of equipment rentals gross profit to income before provision for income taxes:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
Total equipment rentals gross profit | $ | 1,173 | | | $ | 1,003 | | | $ | 2,176 | | | $ | 1,837 | |
Gross profit from other lines of business | 252 | | | 147 | | | 490 | | | 305 | |
Selling, general and administrative expenses | (378) | | | (343) | | | (760) | | | (666) | |
| | | | | | | |
Restructuring charge (1) | (18) | | | (1) | | | (19) | | | (1) | |
Non-rental depreciation and amortization | (104) | | | (91) | | | (222) | | | (188) | |
Interest expense, net | (161) | | | (113) | | | (311) | | | (207) | |
| | | | | | | |
Other income, net | 8 | | | 6 | | | 12 | | | 11 | |
Income before provision for income taxes | $ | 772 | | | $ | 608 | | | $ | 1,366 | | | $ | 1,091 | |
___________________
(1)Primarily reflects severance and branch closure charges associated with our restructuring programs. The restructuring charges generally involve the closure of a large number of branches over a short period of time, often in periods following a major acquisition. The increase in 2023 reflects charges associated with a restructuring program initiated following the closing of the Ahern Rentals acquisition.
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
5. Prepaid Expenses and Other Assets
Prepaid expenses and other assets consist of the following:
| | | | | | | | | | | |
| |
| June 30, 2023 | | December 31, 2022 |
Equipment (1) | $ | 16 | | | $ | 17 | |
Insurance | 21 | | | 31 | |
Advertising reimbursements (2) | 28 | | | 25 | |
Income taxes (3) | 120 | | | 235 | |
Other (4) | 78 | | | 73 | |
| | | |
| | | |
| | | |
| | | |
Prepaid expenses and other assets | $ | 263 | | | $ | 381 | |
_________________
(1) Reflects refundable deposits on expected purchases, primarily of rental equipment, pursuant to advance purchase agreements. Such deposits are presented as a component of our cash flow from operations when paid.
(2) Reflects reimbursements due for advertising that promotes a vendor’s products or services.
(3) Primarily relates to tax depreciation benefits associated with the Ahern Rentals acquisition discussed in note 3 to the condensed consolidated financial statements. The tax depreciation deductions generated by the Ahern Rentals acquisition resulted in an income tax receivable associated with U.S. federal and state tax payments made prior to the acquisition. The decrease reflected above from December 31, 2022 to June 30, 2023 reflects the use of a portion of the receivable to reduce cash paid for income taxes, and we expect that the remaining receivable will further reduce the cash paid for income taxes throughout the remainder of 2023.
(4) Includes multiple items, none of which are individually significant.
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
6. Goodwill and Other Intangible Assets
The following table presents the changes in the carrying amount of goodwill for the six months ended June 30, 2023:
| | | | | | | | | | | | | | | | | |
| General rentals | | Specialty | | Total |
Balance at January 1, 2023 (1) | $ | 4,980 | | | $ | 1,046 | | | $ | 6,026 | |
Goodwill related to acquisitions (2) | (197) | | | (11) | | | (208) | |
Foreign currency translation and other adjustments | 5 | | | 3 | | | 8 | |
Balance at June 30, 2023 (1) | $ | 4,788 | | $ | 1,038 | | $ | 5,826 |
_________________
(1)The total carrying amount of goodwill for all periods in the table above is reflected net of $1.557 billion of accumulated impairment charges, which were primarily recorded in our general rentals segment.
(2)Includes goodwill adjustments for the effect on goodwill of changes to net assets acquired during the measurement period. The decrease in goodwill related to acquisitions above primarily reflects measurement period adjustments associated with the December 2022 acquisition of Ahern Rentals. For additional detail on the Ahern Rentals acquisition, see note 3 to our condensed consolidated financial statements.
Other intangible assets were comprised of the following at June 30, 2023 and December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2023 |
| Weighted-Average Remaining Amortization Period | | Gross Carrying Amount | | Accumulated Amortization | | Net Amount |
Non-compete agreements | 4 years | | | $ | 206 | | | | | $ | 45 | | | | | $ | 161 | | |
Customer relationships | 6 years | | | $ | 2,679 | | | | | $ | 2,071 | | | | | $ | 608 | | |
Trade names and associated trademarks | 3 years | | | $ | 14 | | | | | $ | 10 | | | | | $ | 4 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 |
| Weighted-Average Remaining Amortization Period | | Gross Carrying Amount | | Accumulated Amortization | | Net Amount |
Non-compete agreements | 3 years | | | $ | 69 | | | | | $ | 22 | | | | | $ | 47 | | |
Customer relationships | 5 years | | | $ | 2,349 | | | | | $ | 1,949 | | | | | $ | 400 | | |
Trade names and associated trademarks | 3 years | | | $ | 14 | | | | | $ | 9 | | | | | $ | 5 | | |
Our other intangibles assets, net at June 30, 2023 include the assets set forth in the table below associated with the acquisition of Ahern Rentals that is discussed in note 3 to our condensed consolidated financial statements. No residual value has been assigned to these assets. The non-compete agreements are being amortized on a straight-line basis and the customer relationships are being amortized using the sum of the years' digits method, and we believe that such methods best reflect the estimated pattern in which the economic benefits will be consumed. The intangible asset values are based on preliminary valuations and are subject to change as we obtain additional information during the acquisition measurement period.
| | | | | | | | | | | | | | |
| June 30, 2023 |
| Weighted-Average Remaining Amortization Period | | | Net Carrying Amount |
Non-compete agreements | 4 years | | | $ | 115 | |
Customer relationships | 8 years | | | 256 | |
| | | | |
Amortization expense for other intangible assets was $65 and $55 for the three months ended June 30, 2023 and 2022, respectively, and $144 and $117 for the six months ended June 30, 2023 and 2022, respectively. The year-over-year increases primarily reflect the impact of the Ahern Rentals acquisition discussed above.
As of June 30, 2023, estimated amortization expense for other intangible assets for each of the next five years and thereafter is as follows:
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
| | | | | | | | | | | |
2023 | | $ | 123 | | |
2024 | 204 | | |
2025 | 164 | | |
2026 | 123 | | |
2027 | 81 | | |
Thereafter | 78 | | |
Total | | $ | 773 | | |
7. Fair Value Measurements
As of June 30, 2023 and December 31, 2022, the amounts of our assets and liabilities that were accounted for at fair value were immaterial.
Fair value measurements are categorized in one of the following three levels based on the lowest level input that is significant to the fair value measurement in its entirety:
Level 1- Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2- Observable inputs other than quoted prices in active markets for identical assets or liabilities include:
a)quoted prices for similar assets or liabilities in active markets;
b)quoted prices for identical or similar assets or liabilities in inactive markets;
c)inputs other than quoted prices that are observable for the asset or liability;
d)inputs that are derived principally from or corroborated by observable market data by correlation or other means.
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3- Inputs to the valuation methodology are unobservable (i.e., supported by little or no market activity) and significant to the fair value measure.
Fair Value of Financial Instruments
The carrying amounts reported in our condensed consolidated balance sheets for accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value due to the immediate to short-term maturity of these financial instruments. The fair values of our variable rate debt facilities and finance leases approximated their book values as of June 30, 2023 and December 31, 2022. The estimated fair values of our other financial instruments, all of which are categorized in Level 1 of the fair value hierarchy, as of June 30, 2023 and December 31, 2022 have been calculated based upon available market information, and were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2023 | | December 31, 2022 |
| Carrying Amount | | Fair Value | | Carrying Amount | | Fair Value |
| | | | | | | |
| | | | | | | |
Senior notes | $ | 7,717 | | | $ | 7,228 | | | $ | 7,712 | | | $ | 7,143 | |
| | | | | | | |
| | | | | | | |
8. Debt
Debt, net of unamortized original issue discounts or premiums, and unamortized debt issuance costs, consists of the following:
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)
| | | | | | | | | | | |
| June 30, 2023 | | December 31, 2022 |
Repurchase facility expiring 2024 (1) (2) | $ | 100 | | | $ | 100 | |
Accounts receivable securitization facility expiring 2024 (1) (3) | 1,273 | | | 959 | |
Term loan facility expiring 2025 (1) (4) | 949 | | | 953 | |
$4.25 billion ABL facility expiring 2027 (1) | 1,723 | | | 1,523 | |
| | | |
| | | |
5 1/2 percent Senior Notes due 2027 | 498 | | | 498 | |
3 7/8 percent Senior Secured Notes due 2027 | 745 | | | 744 | |
4 7/8 percent Senior Notes due 2028 (5) | 1,664 | | | 1,663 | |
6 percent Senior Secured Notes due 2029 | 1,487 | | | 1,486 | |
5 1/4 percent Senior Notes due 2030 | 744 | | | 744 | |
4 percent Senior Notes due 2030 | 744 | | | 743 | |
3 7/8 percent Senior Notes due 2031 | 1,091 | | | 1,090 | |
3 3/4 percent Senior Notes due 2032 | 744 | | | 744 | |
| | | |
Finance leases | 175 | | | 123 | |
| | | |
| | | |
| | | |
| | | |
Total debt | 11,937 | | | 11,370 | |
Less short-term portion (6) | (1,444) | | | (161) | |
Total long-term debt | $ | 10,493 | | | $ | 11,209 | |
___________________
(1)The table below presents financial information associated with our variable rate indebtedness as of and for the six months ended June 30, 2023. There is no borrowing capacity under the repurchase facility because it is an uncommitted facility. We have borrowed the full available amount under the term loan facility. The principal obligation under the term loan facility is required to be repaid in quarterly installments in an aggregate amount equal to 1.0 percent per annum, with the balance due at the maturity of the facility. The average amount of debt outstanding under the term loan facility decreases slightly each quarter due to the requirement to repay a portion of the principal obligation.
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| ABL facility | | Accounts receivable securitization facility | | Term loan facility | | Repurchase facility |
Borrowing capacity, net of letters of credit | $ | 2,453 | | | $ | 26 | | | $ | — | | | |
Letters of credit | 65 | | | | | | | |
Interest rate at June 30, 2023 | 6.3 | % | | 6.1 | % | | 6.9 | % | | 6.2 | % |
Average month-end debt outstanding | 1,760 | | | 1,050 | | | 955 | | | 67 | |
Weighted-average interest rate on average debt outstanding | 6.0 | % | | 5.8 | % | |