e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2010
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 001-33485
RSC Holdings Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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22-1669012 |
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(State or other jurisdiction of
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(I.R.S. Employer Identification Number) |
incorporation or organization) |
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6929 E. Greenway Pkwy. |
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Scottsdale, Arizona
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85254 |
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(Address of principal executive offices)
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(Zip code) |
(480) 905-3300
(Registrants telephone number,
including area code)
N/A
(Former name, former address and former fiscal year, if changed since
last report)
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.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer o | |
Accelerated filer þ | |
Non accelerated filer o | |
Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act).
Yeso No þ
As of July 20, 2010 there were 103,456,886 shares of no par value Common Stock
outstanding.
Introductory Note
Unless the context otherwise requires, in this Quarterly Report on Form 10-Q, (i) we, us
our and RSC Holdings means RSC Holdings Inc., (ii) RSC means RSC Equipment Rental, Inc. and
RSC Equipment Rental of Canada, Ltd, which are our operating entities and indirect wholly-owned
subsidiaries of RSC Holdings, and, when used in
connection with disclosure relating to indebtedness incurred under the Senior ABL Revolving
Facility and Second Lien Term Facility and in connection with the 2014 Senior Unsecured Notes (the
2014 Notes), 2017 Senior Secured Notes (the 2017 Notes) or the 2019 Senior Unsecured Notes (the
2019 Notes) (collectively the Notes), RSC Holdings III, LLC, (iii) ACAB means Atlas Copco AB, (iv) ACA means Atlas Copco
Airpower n.v., a wholly owned subsidiary of ACAB, (v) ACF means Atlas Copco Finance S.à.r.l.,
a wholly owned subsidiary of ACAB, and (vi) Atlas means ACAB, ACA and ACF, except as otherwise set forth in
this Quarterly Report on Form 10-Q.
Cautionary Note for Forward-Looking Information
All statements other than statements of historical facts included in this Quarterly Report on
Form 10-Q, including, without limitation, statements regarding our future financial position,
business strategy, budgets, projected costs and plans and objectives of management for future
operations, are forward-looking statements. In addition, forward-looking statements generally can
be identified by the use of forward-looking terminology such as may, plan, seek, will,
should, expect, intend, estimate, anticipate, believe or continue or the negative
thereof or variations thereon or similar terminology.
Forward-looking statements include the statements in this Quarterly Report on Form 10-Q
regarding, among other things: management forecasts; efficiencies; cost savings and opportunities
to increase productivity and profitability; income and margins; liquidity; anticipated growth;
economies of scale; the economy; future economic performance; our ability to maintain liquidity
during adverse economic cycles and unfavorable external events; our business strategy; future
acquisitions and dispositions; litigation; potential and contingent liabilities; managements
plans; taxes; and refinancing of existing debt.
Although we believe that the expectations reflected in such forward-looking statements are
reasonable, we can give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from our expectations are
set forth below and disclosed in Risk Factors in Part II, Item 1A and elsewhere in this Quarterly
Report on Form 10-Q, including, without limitation, in conjunction with the forward-looking
statements included in this Quarterly Report on Form 10-Q. All subsequent written and oral
forward-looking statements attributable to us, or persons acting on our behalf, are expressly
qualified in their entirety by the following cautionary statements:
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the effect of an economic downturn or other factors resulting in a decline in
non-residential construction, non-construction maintenance, capital improvements and
capital investment; |
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intense rental rate price pressure from competitors, some of whom are heavily
indebted and may significantly reduce their prices to generate cash to meet debt
covenants; from contractor customers some of whom are bidding contracts at cost or below
to secure work for their remaining best employees; from industrial customers who
generally are experiencing profitability shortfalls in the current economic climate and
in return are asking all of their most significant suppliers for price reductions and
cost reduction ideas; |
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the rental industrys ability to continue to sell used equipment through both the
retail and auction markets at prices sufficient to enable us to maintain orderly
liquidation values that support our borrowing base to meet our minimum availability and
to avoid testing springing covenants of leverage and fixed charge coverage contained in
our Senior ABL Revolving Facility credit agreement; |
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our ability to comply with our debt covenants;
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risks related to the credit markets willingness to continue to lend to borrowers
rated B- and C; |
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our ability to generate cash and/or incur additional indebtedness to finance
equipment purchases; |
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exposure to claims for personal injury, death and property damage resulting from the
use of equipment rented or sold by us; |
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the effect of changes in laws and regulations, including those relating to employment
legislation, the environment and customer privacy, among others; |
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fluctuations in fuel and, or supply costs; |
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heavy reliance on centralized information technology systems; |
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claims that the software products and information systems on which we rely infringe
on the intellectual property rights of others; and |
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the other factors described in Part II, Item 1A of this Quarterly Report on Form 10-Q
under the caption Risk Factors. |
In light of these risks, uncertainties and assumptions, the forward-looking statements
contained in this Quarterly Report on Form 10-Q might not prove to be accurate and you should not
place undue reliance upon them. All forward-looking statements speak only as of the filing date of
this Quarterly Report on Form 10-Q, and we undertake no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future events or otherwise.
2
PART I. Financial Information
Item 1. Financial Statements
RSC HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
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June 30, |
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December 31, |
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2010 |
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2009 |
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Assets
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Cash and cash equivalents |
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$ |
11,029 |
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$ |
4,535 |
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Accounts receivable, net of allowance for doubtful
accounts of $10,851 and $10,741 at June 30, 2010 and
December 31, 2009, respectively |
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196,679 |
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181,975 |
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Inventory |
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13,539 |
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14,421 |
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Rental equipment, net of accumulated depreciation of
$1,062,744 and $1,016,606 at June 30, 2010 and
December 31, 2009, respectively |
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1,347,910 |
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1,384,999 |
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Property and equipment, net of accumulated
depreciation of $193,412 and $180,495 at June 30, 2010
and December 31, 2009, respectively |
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111,896 |
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123,197 |
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Goodwill and other intangibles, net |
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939,682 |
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940,063 |
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Deferred financing costs |
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49,920 |
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55,539 |
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Other assets |
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19,554 |
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24,590 |
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Total assets |
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$ |
2,690,209 |
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$ |
2,729,319 |
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Liabilities and Stockholders (Deficit) Equity
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Accounts payable |
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$ |
168,728 |
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$ |
46,275 |
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Accrued expenses and other liabilities |
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172,470 |
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174,829 |
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Debt |
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2,107,727 |
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2,172,109 |
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Deferred income taxes |
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275,042 |
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312,465 |
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Total liabilities |
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2,723,967 |
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2,705,678 |
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Commitments and contingencies |
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Preferred stock, no par value, (500,000 shares
authorized, no shares issued and outstanding at June
30, 2010 and December 31, 2009) |
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Common stock, no par value, (300,000,000 shares
authorized, 103,456,886 shares issued and outstanding
at June 30, 2010 and 103,412,561 shares issued and
outstanding at December 31, 2009) |
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831,854 |
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829,288 |
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Accumulated deficit |
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(859,785 |
) |
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(799,842 |
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Accumulated other comprehensive loss |
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(5,827 |
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(5,805 |
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Total stockholders (deficit) equity |
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(33,758 |
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23,641 |
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Total liabilities and stockholders (deficit) equity |
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$ |
2,690,209 |
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$ |
2,729,319 |
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See accompanying notes to the unaudited condensed consolidated financial statements.
3
RSC HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2010 |
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2009 |
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2010 |
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2009 |
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Revenues: |
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Equipment rental revenue |
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$ |
259,734 |
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$ |
270,500 |
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$ |
481,947 |
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$ |
557,970 |
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Sale of merchandise |
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13,270 |
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13,588 |
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24,691 |
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27,488 |
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Sale of used rental equipment |
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27,993 |
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42,470 |
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55,099 |
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92,373 |
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Total revenues |
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300,997 |
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326,558 |
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561,737 |
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677,831 |
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Cost of revenues: |
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Cost of equipment rentals, excluding
depreciation |
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143,988 |
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135,365 |
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275,214 |
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284,844 |
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Depreciation of rental equipment |
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67,398 |
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72,060 |
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134,043 |
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147,323 |
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Cost of merchandise sales |
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9,880 |
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9,418 |
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17,954 |
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19,418 |
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Cost of used rental equipment sales |
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23,931 |
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39,505 |
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48,568 |
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85,297 |
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Total cost of revenues |
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245,197 |
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256,348 |
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475,779 |
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536,882 |
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Gross profit |
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55,800 |
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70,210 |
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85,958 |
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140,949 |
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Operating expenses: |
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Selling, general and administrative |
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32,967 |
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35,613 |
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66,745 |
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75,126 |
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Depreciation and amortization of
non-rental equipment and intangibles |
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9,910 |
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11,194 |
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19,967 |
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22,976 |
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Other operating gains, net |
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(138 |
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(222 |
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(2,450 |
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(114 |
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Total operating expenses, net |
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42,739 |
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46,585 |
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84,262 |
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97,988 |
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Operating income |
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13,061 |
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23,625 |
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1,696 |
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42,961 |
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Interest expense, net |
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48,233 |
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40,035 |
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98,026 |
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80,245 |
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Other expense (income), net |
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99 |
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107 |
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(100 |
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410 |
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Loss before benefit for income taxes |
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(35,271 |
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(16,517 |
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(96,230 |
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(37,694 |
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Benefit for income taxes |
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13,156 |
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5,027 |
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36,287 |
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12,700 |
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Net loss |
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$ |
(22,115 |
) |
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$ |
(11,490 |
) |
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$ |
(59,943 |
) |
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$ |
(24,994 |
) |
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Weighted average shares outstanding used in
computing net loss per common share: |
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Basic and diluted |
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103,506 |
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103,435 |
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103,491 |
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103,432 |
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Net loss per common share: |
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Basic and diluted |
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$ |
(0.21 |
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$ |
(0.11 |
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$ |
(0.58 |
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$ |
(0.24 |
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See accompanying notes to the unaudited condensed consolidated financial statements.
4
RSC HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Six Months Ended June 30, |
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2010 |
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2009 |
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(In thousands) |
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Cash flows from operating activities: |
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Net loss |
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$ |
(59,943 |
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$ |
(24,994 |
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Adjustments to reconcile net loss to net cash provided by operating activities: |
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Depreciation and amortization |
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154,010 |
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170,299 |
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Amortization of deferred financing costs |
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6,348 |
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5,215 |
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Amortization of original issue discount |
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543 |
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Share-based compensation expense |
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2,258 |
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2,294 |
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Gain on sales of rental and non-rental property and equipment, net of
non-cash writeoffs |
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(5,325 |
) |
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(5,616 |
) |
Deferred income taxes |
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(37,442 |
) |
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(16,759 |
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Gain on insurance settlement |
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(1,736 |
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Interest expense on hedge ineffectiveness |
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33 |
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Changes in operating assets and liabilities: |
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Accounts receivable, net |
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(15,304 |
) |
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73,167 |
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Inventory |
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877 |
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3,367 |
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Other assets |
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5,389 |
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3,680 |
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Accounts payable |
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122,854 |
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(67,293 |
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Accrued expenses and other liabilities |
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(2,669 |
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(20,176 |
) |
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Net cash provided by operating activities |
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169,893 |
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123,184 |
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Cash flows from investing activities: |
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Purchases of rental equipment |
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(146,966 |
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(18,337 |
) |
Purchases of property and equipment |
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(1,635 |
) |
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(1,889 |
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Proceeds from sales of rental equipment |
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55,099 |
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92,373 |
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Proceeds from sales of property and equipment |
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1,652 |
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8,130 |
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Insurance proceeds from rental equipment and property claims |
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1,736 |
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3,086 |
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Net cash (used in) provided by investing activities |
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(90,114 |
) |
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83,363 |
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Cash flows from financing activities: |
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Proceeds from Senior ABL Revolving Facility |
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84,000 |
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60,816 |
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Payments on Senior ABL Revolving Facility |
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(141,000 |
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(250,038 |
) |
Payments on Senior ABL Term Loan |
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(1,250 |
) |
Payments on capital leases and other debt |
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(15,969 |
) |
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(22,197 |
) |
Payments for deferred financing costs |
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(1,109 |
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(4,087 |
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Proceeds from stock option exercises |
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308 |
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256 |
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Increase in outstanding checks in excess of cash balances |
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4,772 |
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Net cash used in financing activities |
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(73,770 |
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(211,728 |
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Effect of foreign exchange rates on cash |
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485 |
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238 |
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Net increase (decrease) in cash and cash equivalents |
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6,494 |
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(4,943 |
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Cash and cash equivalents at beginning of period |
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4,535 |
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13,670 |
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Cash and cash equivalents at end of period |
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$ |
11,029 |
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$ |
8,727 |
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See accompanying notes to the unaudited condensed consolidated financial statements.
5
RSC HOLDINGS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
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Six Months Ended June 30, |
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2010 |
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2009 |
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(In thousands) |
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Supplemental disclosure of cash flow information: |
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Cash paid for interest |
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$ |
93,354 |
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|
$ |
84,088 |
|
Cash (received) paid for taxes, net |
|
|
(73 |
) |
|
|
5,635 |
|
|
|
|
|
|
|
|
|
|
Supplemental schedule of non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
Purchase of assets under capital lease obligations |
|
$ |
8,043 |
|
|
$ |
895 |
|
Accrued deferred financing costs |
|
|
254 |
|
|
|
1,999 |
|
See accompanying notes to the unaudited condensed consolidated financial statements.
6
RSC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Organization
Business and Basis of Presentation
Description of Business
RSC Holdings Inc. (RSC Holdings) and its wholly owned subsidiaries (collectively, the
Company) are engaged primarily in the rental of a diversified line of construction and industrial
equipment, geographically dispersed throughout the United States and Canada. At June 30, 2010 the
Companys total assets were $2,690.2 million, of which 95.4% and 4.6% were employed in the
Companys U.S. and Canadian operations, respectively. For the six months ended June 30, 2010, the
Company generated approximately 85.8% of its revenues from equipment rentals, and it derived the
remaining 14.2% of its revenues from sales of used equipment, merchandise and other related items.
Basis of Presentation
The accompanying unaudited condensed consolidated interim financial statements have been
prepared in accordance with the accounting policies described in our Annual Report on Form 10-K/A
for the year ended December 31, 2009 (the 2009 Form 10-K). In the opinion of management, the
accompanying unaudited condensed consolidated financial statements reflect all material
adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of
financial results for the interim periods presented. Interim results of operations are not
necessarily indicative of full year results. Certain information and note disclosures have been
condensed or omitted as permitted under Securities and Exchange Commission (SEC) rules and
regulations governing the preparation of interim financial reporting on Form 10-Q; as such, this
Quarterly Report on Form 10-Q should be read in conjunction with the 2009 Form 10-K.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America (GAAP) requires
management of the Company to make a number of estimates and assumptions relating to the reported
amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date
of the condensed consolidated financial statements and the reported amounts of revenues and
expenses during the period. Significant items subject to such estimates and assumptions include the
carrying amounts of long-lived assets, goodwill, and inventories; the allowance for doubtful
accounts; deferred income taxes; environmental liabilities; reserves for claims; assets and
obligations related to employee benefits; the fair value of derivative instruments and
determination of share-based compensation amounts. Management believes that its estimates and
assumptions are reasonable in the circumstances; however, actual results may differ from these
estimates.
Recent Accounting Pronouncements
In February 2010, the Financial Accounting Standards Board (the FASB) issued amended
guidance on subsequent events. Under this amended guidance, SEC filers are no longer required to
disclose the date through which subsequent events have been evaluated in originally issued and
revised financial statements. The guidance was effective immediately and the Company has adopted
this new guidance.
In January 2010, the FASB issued guidance to improve disclosures about fair value
measurements. Specifically, the guidance requires new disclosures for transfers in and out of
levels 1 and 2 of the fair value measurement hierarchy, and expands disclosures related to activity
associated with level 3 fair value measurements. The new disclosures, which are effective for
interim and annual reporting periods beginning after December 15, 2009, had no impact on the
Companys disclosures at June 30, 2010.
7
RSC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
In October 2009, the FASB issued updated guidance on multiple-deliverable revenue
arrangements. Specifically, the guidance amends the existing criteria for separating consideration
received in multiple-deliverable arrangements, eliminates the residual method of allocation and
requires that arrangement consideration be allocated at the inception of the arrangement to all
deliverables using the relative selling price method. The FASB guidance also establishes a
hierarchy for determining the selling price of a deliverable, which is based on vendor-specific
objective evidence; third-party evidence; or management estimates. Expanded disclosures related to
multiple-deliverable revenue arrangements will also be required. The new guidance is effective for
revenue arrangements entered into or materially modified on and after January 1, 2011. The Company
does not expect the application of this new standard to have a significant impact on its
consolidated financial statements.
(2) Fair Value of Financial Instruments
The fair value of a financial instrument is the exit price, representing the amount that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants. The carrying values of cash, accounts receivable and accounts payable
approximate fair values due to the short maturity of these financial instruments.
The fair values of the Companys Second Lien Term Facility, 2014 Notes, 2017 Notes and 2019
Notes are based on quoted market prices. The fair value of the Companys Senior ABL Revolving
Facility is estimated based on borrowing rates currently available to the Company for debt with
similar terms and maturities. The fair value of capital lease obligations approximates the
carrying value due to the fact that the underlying instruments include provision to adjust interest
rates to approximate fair market value.
See Note 6 for additional fair market information related to debt instruments and Note 8 for
additional fair value information about other financial instruments.
(3) Net Loss per Share
Basic net loss per common share has been computed using the weighted average number of shares
of common stock outstanding during the period. Diluted net loss per common share has been computed
using the weighted average number of shares of common stock outstanding during the period.
The following table presents the calculation of basic and diluted net loss per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
(in 000s except per share data) |
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(22,115 |
) |
|
$ |
(11,490 |
) |
|
$ |
(59,943 |
) |
|
$ |
(24,994 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares basic |
|
|
103,506 |
|
|
|
103,435 |
|
|
|
103,491 |
|
|
|
103,432 |
|
Employee stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares diluted |
|
|
103,506 |
|
|
|
103,435 |
|
|
|
103,491 |
|
|
|
103,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share basic and diluted |
|
$ |
(0.21 |
) |
|
$ |
(0.11 |
) |
|
$ |
(0.58 |
) |
|
$ |
(0.24 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Anti-dilutive stock based awards excluded |
|
|
6,703 |
|
|
|
5,385 |
|
|
|
6,377 |
|
|
|
5,339 |
|
8
RSC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
For the three and six months ended June 30, 2010 and 2009, no shares of common stock
underlying stock options and restricted stock units were included in the computation of diluted net
loss per common share because the inclusion of such shares would be anti-dilutive based on the net
loss reported.
(4) Accumulated Other Comprehensive (Loss) Income
Accumulated other comprehensive (loss) income components as of June 30, 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign |
|
|
Fair Market |
|
|
Accumulated Other |
|
|
|
Currency |
|
|
Value of Cash |
|
|
Comprehensive |
|
|
|
Translation |
|
|
Flow Hedges |
|
|
(Loss) Income |
|
|
|
(in 000s) |
|
Balance at December 31, 2009 |
|
$ |
15,967 |
|
|
$ |
(21,772 |
) |
|
$ |
(5,805 |
) |
Foreign currency translation |
|
|
(55 |
) |
|
|
|
|
|
|
(55 |
) |
Change in fair value of cash flow hedges, net of tax |
|
|
|
|
|
|
33 |
|
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2010 |
|
$ |
15,912 |
|
|
$ |
(21,739 |
) |
|
$ |
(5,827 |
) |
|
|
|
|
|
|
|
|
|
|
Comprehensive (loss) income was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
(in 000s) |
|
Net loss |
|
$ |
(22,115 |
) |
|
$ |
(11,490 |
) |
|
$ |
(59,943 |
) |
|
$ |
(24,994 |
) |
Currency translation adjustments |
|
|
(3,622 |
) |
|
|
7,320 |
|
|
|
(55 |
) |
|
|
5,277 |
|
Change in fair value of cash flow hedges, net of tax |
|
|
(101 |
) |
|
|
5,955 |
|
|
|
33 |
|
|
|
4,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive (loss) income |
|
$ |
(25,838 |
) |
|
$ |
1,785 |
|
|
$ |
(59,965 |
) |
|
$ |
(14,994 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) Closed Location Charges
The Company regularly reviews the financial performance of its locations to identify those
with operating margins that consistently fall below the Companys performance standards. Once
identified, the Company continues to monitor these locations to determine if operating performance
can be improved or if the performance is attributable to economic factors unique to the particular
market with long-term prospects that are not favorable. If necessary, locations with unfavorable
long-term prospects are closed and the rental fleet is deployed to more profitable locations with
higher demand.
During the six months ended June 30, 2010, the Company closed three locations. During the
year ended December 31, 2009, the Company closed or consolidated 24 locations. The closed location
reserves at June 30, 2010 and December 31, 2009, consist of unpaid obligations for employee
termination costs, costs to terminate operating leases prior to the end of their contractual lease
term, estimated costs that will continue to be incurred under operating leases that have no future
economic benefit to the Company, freight costs to transport fleet from closed locations to other
locations and the write-off of leasehold improvements. Except in instances where a lease
settlement agreement has been negotiated with a landlord, costs recognized to terminate operating
leases before the end of their contractual term represent the estimated fair value of the liability
at the cease-use date. The fair value of the liability is determined based on the present value of
remaining lease rentals, reduced by estimated sublease rentals that could be reasonably obtained
for the property even if the Company does not intend to enter into a sublease. During the six
months ended June 30, 2010, the Company reduced its closed location reserves by $0.3 million due
primarily to the execution of subleases containing favorable contractual terms relative to those
used to
9
RSC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
estimate the reserves. Although the Company does not expect to incur additional material
charges for location closures occurring prior to June 30, 2010, additional charges are possible to
the extent that actual future settlements differ from our estimates. The Company cannot predict
the extent of future location closures or the financial impact of such closings, if any.
Closed location charges (to be cash settled) by type and a reconciliation of the associated
accrued liability were as follows (in 000s):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease Exit |
|
|
|
|
|
|
|
|
|
|
|
|
and Other |
|
|
Employee |
|
|
|
|
|
|
|
|
|
Related Costs |
|
|
Termination |
|
|
Other Exit Costs |
|
|
|
|
|
|
(a) |
|
|
Costs (b) |
|
|
(c) |
|
|
Total |
|
|
|
|
Closed location reserves at December 31, 2009 |
|
$ |
(6,492 |
) |
|
$ |
(122 |
) |
|
$ |
|
|
|
$ |
(6,614 |
) |
Charges incurred to close locations |
|
|
|
|
|
|
|
|
|
|
(30 |
) |
|
|
(30 |
) |
Cash payments |
|
|
1,296 |
|
|
|
135 |
|
|
|
30 |
|
|
|
1,461 |
|
Adjustments to reserve |
|
|
251 |
|
|
|
(20 |
) |
|
|
|
|
|
|
231 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Closed location reserves at June 30, 2010 |
|
$ |
(4,945 |
) |
|
$ |
(7 |
) |
|
$ |
|
|
|
$ |
(4,952 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Lease exit and other related costs are included within cost of equipment rentals in the
condensed consolidated statements of operations. The lease exit portion of the closed
location reserves at June 30, 2010 are expected to be paid over the remaining contractual term
of the leases, which range from three to 93 months. |
|
(b) |
|
Employee termination costs primarily consist of severance payments and related benefits. For
the six months ended June 30, 2010, the adjustments to the reserve are included within cost of equipment rentals
in the condensed consolidated statements of operations. |
|
(c) |
|
Other exit costs include costs incurred primarily to transport fleet from closed locations to
other locations. These costs are included within cost of equipment rentals in the condensed
consolidated statements of operations. |
During the six months ended June 30, 2010, the Company also recognized $2.4 million of
other severance costs not directly associated with location closures. Of the additional severance
expense recognized, $0.3 million is included within cost of equipment rentals and $2.1 million is
included within selling, general and administrative expenses in the unaudited condensed
consolidated statements of operations.
10
RSC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
(6) Debt
Debt consists of the following at:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
Deferred |
|
|
|
|
|
|
|
|
|
Interest |
|
|
Maturity |
|
Financing |
|
|
|
|
|
|
|
|
|
|
Rate (a) |
|
|
Date |
|
Costs |
|
|
Debt |
|
|
Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
(in 000s) |
|
|
|
|
|
Senior ABL Revolving Facility |
|
|
3.65 |
% |
|
(b) |
|
$ |
16,907 |
|
|
$ |
344,195 |
|
|
$ |
401,195 |
|
Second Lien Term Facility |
|
|
9.83 |
% |
|
Nov. 2013 |
|
|
6,092 |
|
|
|
479,395 |
|
|
|
479,395 |
|
2014 Notes |
|
|
9.50 |
% |
|
Dec. 2014 |
|
|
13,136 |
|
|
|
620,000 |
|
|
|
620,000 |
|
2017 Notes |
|
|
10.50 |
% |
|
Jul. 2017 |
|
|
8,779 |
|
|
|
400,000 |
|
|
|
400,000 |
|
2019 Notes |
|
|
10.50 |
% |
|
Nov. 2019 |
|
|
5,006 |
|
|
|
200,000 |
|
|
|
200,000 |
|
Capitalized lease obligations |
|
|
0.72 |
% |
|
Various |
|
|
|
|
|
|
76,908 |
|
|
|
84,833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
$ |
49,920 |
|
|
|
2,120,498 |
|
|
|
2,185,423 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Original issue discounts (c) |
|
|
n/a |
|
|
n/a |
|
|
|
|
|
|
(12,771 |
) |
|
|
(13,314 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total, net |
|
|
|
|
|
|
|
|
|
|
|
$ |
2,107,727 |
|
|
$ |
2,172,109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Estimated interest rate presented is the effective interest rate as of June 30, 2010
including the effect of interest rate swaps and original issue discounts, where applicable,
and excluding the effects of deferred financing costs. |
|
(b) |
|
Of the outstanding balance on the Senior ABL Revolving Facility at June 30, 2010, $88.8
million is due November 2011 (the Non-Extending portion) with the remaining $255.4 million
due August 2013 (the Extending portion). |
|
(c) |
|
The original issue discount represents the unamortized difference between the $400.0 million
aggregate principal amount of the 2017 Notes and the proceeds received upon issuance and the
unamortized difference between the $200.0 million aggregate principal amount of the 2019 Notes
and the proceeds received upon issuance. |
As of June 30, 2010, the Company had $645.5 million available for borrowing under the
Senior ABL Revolving Facility. A portion of the Senior ABL Revolving Facility is available for the
issuance of letters of credit and swingline loans, which are seven day loans that can be drawn on
the same day as requested for an amount not to exceed $25.0 million. The Company is in compliance
with all applicable debt covenants as of June 30, 2010.
As of June 30, 2010, the estimated fair value of the Companys debt was as follows (in 000s):
|
|
|
|
|
|
|
Fair Value |
|
Senior ABL Revolving Facility |
|
$ |
344,195 |
|
Second Lien Term Facility |
|
|
435,051 |
|
2014 Notes |
|
|
620,155 |
|
2017 Notes |
|
|
428,000 |
|
2019 Notes |
|
|
200,000 |
|
Capitalized lease obligations |
|
|
76,908 |
|
|
|
|
|
Total |
|
$ |
2,104,309 |
|
|
|
|
|
In September 2007, the Company entered into four forward-starting interest rate swap
agreements covering a combined notional amount of debt totaling $700.0 million. In January 2008,
the Company entered into an additional interest rate swap agreement for a notional amount of $250.0
million. The objective of the swaps is to effectively hedge the cash flow risk associated with
portions of the Second Lien Term Facility and Senior ABL Revolving Facility, which have variable
interest rates. See Note 7 for additional information.
11
RSC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
(7) Derivative Instruments
The Company is exposed to market risk associated with changes in interest rates under existing
floating-rate debt. At the Companys election, the interest rate per annum applicable to the debt
under the Senior ABL Revolving Facility and the Second Lien Term Facility is based on a fluctuating
rate of interest measured by reference to an adjusted London interbank offered rate, or (LIBOR),
plus a borrowing margin; or an alternate base rate plus a borrowing margin. In order to hedge
exposure to market conditions, reduce the volatility of financing costs and achieve a desired
balance between fixed-rate and floating-rate debt, the Company utilizes interest rate swaps under
which it exchanges floating-rate interest payments for fixed-rate interest payments. The Company
does not use derivative financial instruments for trading or speculative purposes.
In September 2007, the Company entered into four forward-starting interest rate swap
agreements under which it exchanged benchmark floating-rate interest payments for fixed-rate
interest payments. The agreements were intended to hedge only the benchmark portion of interest
associated with a portion of the Second Lien Term Facility. Interest on this debt is based on a
fluctuating rate of interest measured by reference to a benchmark interest rate, plus a borrowing
margin, which was 3.5% for the LIBOR option at June 30, 2010. The agreements were designed to cover
a combined notional amount of debt totaling $700.0 million, of which $500.0 million is for a
five-year period with a weighted average fixed interest rate of 4.66%, and $200.0 million is for a
three-year period with a weighted average fixed interest rate of 4.57%. The swaps were effective on
October 5, 2007 and are settled on a quarterly basis. In October 2009, the Company reduced the
notional amount of one interest rate swap from $100.0 million to approximately $71.5 million
thereby reducing the combined notional amount from $700.0 million to $671.5 million. In November
2009, the Company entered into two additional interest rate swap agreements under which it
exchanged fixed-rate interest payments for floating-rate interest payments (the reverse swaps).
The reverse swaps cover a combined notional amount of debt totaling $192.1 million, of which $20.6
million is for a three-year period with a fixed interest rate of 1.51%, and $171.5 million is for a
one-year period with a fixed interest rate of 0.32%. The reverse swaps are intended to offset a
portion of the fixed-rate payments the Company is making under swap agreements that were
de-designated as cash flow hedges in November 2009 upon the Company prepaying $192.1 million of
principal on the Second Lien Term Facility using proceeds from the issuance of the 2019 Notes. At
June 30, 2010, the combined notional amount of interest rate swaps designated as cash flow hedges
was $479.4 million, which was equal to the outstanding balance on the Second Lien Term Facility.
The Company entered into an additional interest rate swap agreement in January 2008, under
which it exchanged benchmark floating-rate interest payments for fixed-rate interest payments.
This swap was intended to hedge the benchmark portion of interest associated with a portion of the
Senior ABL Revolving Facility. Interest on this debt was based on a fluctuating rate of interest
measured by reference to a benchmark interest rate, plus a borrowing margin. This agreement
covered a notional amount of debt totaling $250.0 million, for a two-year term at a fixed interest
rate of 2.66%. The swap, which was settled on a quarterly basis, was effective on April 5, 2008
and expired on April 5, 2010.
The Company presents derivatives in the consolidated balance sheet as either assets or
liabilities depending on the rights or obligations under the contract. Derivatives are measured
and reported in the consolidated balance sheets at fair value. At June 30, 2010 and December 31,
2009, the fair value of the Companys interest rate swaps in a liability position totaled $39.2
million and $42.8 million, respectively, and are classified within accrued expenses and other
liabilities in the condensed consolidated balance sheets. At June 30, 2010, the fair value of the
Companys interest rate swap in an asset position totaled $0.2 million, and is classified within
other assets in the condensed consolidated balance sheet.
The Company formally documents its risk management objectives and strategy for undertaking
each swap at the contracts inception and assesses whether the hedging relationship is expected to
be highly effective in achieving cash flows that offset changes in interest payments resulting from
fluctuations in the benchmark rate. For each of the Companys four interest rate swaps that were
executed in September 2007 as well as the interest rate swap that was executed in January 2008, the
Company determined at inception that the hedging relationships were expected to
12
RSC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
be highly effective in mitigating the exposure to variability in expected cash flows arising
from the Companys floating-rate debt. As a result, the Company initially concluded that the
interest rate swaps were hedges of specified cash flows. An assessment of the effectiveness of
derivative instruments designated as cash flows hedges is performed at inception and on an ongoing
basis. The Company evaluates the effectiveness of its remaining interest rate swaps designated as
cash flow hedges on a quarterly basis using the perfectly effective hypothetical derivative method.
Gains or losses resulting from changes in the fair value of derivatives designated as cash flow
hedges are reported as a component of accumulated other comprehensive (loss) income for the portion
of the derivative instrument determined to be effective. Gains and losses reported in accumulated
other comprehensive (loss) income
are reclassified into earnings as interest income or expense in the periods during which the hedged
transaction affects earnings. Gains or losses resulting from changes in the fair value of
derivatives designated as cash flow hedges are reported as interest expense for the portion of the
derivative instrument determined to be ineffective. The ineffective portion of the derivatives
qualifying as cash flow hedges totaled $95,000 and $62,000 at June 30, 2010 and December 31, 2009,
respectively.
When the Companys derivative instruments are in a net liability position, the Company is
exposed to its own credit risk. When the Companys derivative instruments are in a net asset
position, the Company is exposed to credit losses in the event of non-performance by counterparties
to its hedging derivatives. To manage credit risks, the Company carefully selects counterparties,
conducts transactions with multiple counterparties which limits its exposure to any single
counterparty and monitors the market position of the program and its relative market position with
each counterparty.
The fair value of liabilities associated with the Companys interest rate swaps and cumulative
losses resulting from changes in the fair value of the effective portion of derivative instruments
designated as hedging instruments and recognized within accumulated other comprehensive loss
(OCL) were as follows (in 000s):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010 |
|
December 31, 2009 |
|
June 30, 2010 |
|
December 31, 2009 |
|
|
|
|
|
|
Loss in |
|
Loss in |
|
|
Fair Value of |
|
Fair Value of |
|
accumulated OCL |
|
accumulated OCL |
Derivative Type |
|
Swap Liabilities |
|
Swap Liabilities |
|
(net of tax) (b) |
|
(net of tax) |
Interest rate
swaps designated as
hedges (a) |
|
$ |
35,733 |
|
|
$ |
35,755 |
|
|
$ |
21,739 |
|
|
$ |
21,772 |
|
|
Interest rate swaps
not designated as
hedges (a) |
|
$ |
3,438 |
|
|
$ |
7,068 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
|
(a) |
|
See Note 8 for further discussion on measuring the fair value of the interest rate
swaps. |
|
(b) |
|
The Company estimates that approximately $11.2 million of losses in accumulated
other comprehensive loss at June 30, 2010 will be reclassified into earnings during the
next twelve months. |
The fair value of the asset associated with the Companys interest rate swaps not
designated as a hedge totaled $0.2 million at June 30, 2010.
The effect of derivative instruments on comprehensive loss for the six months ended June 30,
2010 was as follows (in 000s):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss |
|
|
Loss recognized in |
|
Loss reclassified from |
|
recognized on |
|
|
accumulated OCL |
|
accumulated OCL into |
|
ineffective portion |
Derivative Type |
|
(net of tax) |
|
expense (net of tax) |
|
of derivative |
Interest rate swaps |
|
$ |
7,393 |
|
|
$ |
7,426 |
|
|
$ |
33 |
|
13
RSC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
For the six months ended June 30, 2010, the Company recognized a net loss of $0.2 million on
interest rate swaps not designated as hedging instruments. The net loss was included within
interest expense, net in the condensed consolidated statements of operation.
(8) Fair Value
Measurements
Fair value is an exit price, representing the amount that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market participants. As such,
fair value is a market-based measurement that should be determined based on assumptions that market
participants would use in pricing an asset or liability. GAAP establishes a three-tier fair value
hierarchy, which prioritizes the inputs used in measuring fair value as follows:
|
|
Level 1 Observable inputs such as quoted prices in active markets; |
|
|
Level 2 Inputs, other than the quoted prices in active markets, that are
observable either directly or indirectly; and |
|
|
Level 3 Unobservable inputs in which there is little or no market data, which
require the reporting entity to develop its own assumptions. |
Assets and liabilities measured at fair value on a recurring basis as of June 30, 2010 are as
follows (in 000s):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant |
|
|
|
|
|
|
|
|
Quoted Prices in |
|
Other |
|
|
|
|
|
|
|
|
Active Markets for |
|
Observable |
|
Significant |
|
|
Fair Value |
|
Identical Assets |
|
Inputs |
|
Unobservable |
|
|
June 30, 2010 |
|
(Level 1) |
|
(Level 2) |
|
Inputs (Level 3) |
Liabilities from interest rate derivatives (a) |
|
$ |
39,171 |
|
|
$ |
|
|
|
$ |
39,171 |
|
|
$ |
|
|
Assets from interest rate derivatives (a) |
|
|
203 |
|
|
|
|
|
|
|
203 |
|
|
|
|
|
|
|
|
(a) |
|
The Companys interest rate derivative instruments are not traded on a market exchange
and therefore the fair values are determined using valuation models which include
assumptions about interest rates and the Companys and the counterpartys credit risk based
on those observed in the underlying markets (LIBOR swap rate). |
As of June 30, 2010, no assets or liabilities were measured at fair value on a
nonrecurring basis.
(9) Income Tax
The benefit for income taxes was $13.2 million and $5.0 million for the three months ended June 30,
2010 and 2009, respectively. The benefit for income taxes was due to a pre-tax net loss for the three
months ended June 30, 2010 and 2009, respectively.
The effective tax rate was 37.3% and 30.4% for the three months ended June 30, 2010 and 2009,
respectively. The effective tax rate for the three months ended June 30, 2010 differs from the federal
statutory rate of 35% due to certain permanent items and state income taxes offset by the imposition of
certain state minimum and gross receipts taxes, which are incurred regardless of whether the Company
earns income. The effective tax rate for the three months ended June 30, 2009 differs from the federal
statutory rate of 35% due to the expiration of share appreciation rights granted by ACAB to certain
employees of the Company as well as the imposition of certain state minimum and gross receipts taxes,
which are incurred regardless of whether the Company earns income offset by certain permanent items and
state income taxes.
The benefit for income taxes was $36.3 million for the six months ended June 30, 2010 as compared to
a benefit for income taxes of $12.7 million for the six months ended June 30, 2009. The benefit for income
taxes was due to a pre-tax net loss for the six months ended June 30, 2010 and 2009, respectively.
14
RSC HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The effective tax rate was 37.7% and 33.7% for the six months ended June 30, 2010 and 2009,
respectively. The effective tax rate for the six months ended June 30, 2010 differs from the federal
statutory rate of 35% due to certain permanent items and state income taxes offset by the imposition of
certain state minimum and gross receipts taxes, which are incurred regardless of whether the Company
earns income. The effective tax rate for the six months ended June 30, 2009 differs from the federal
statutory rate of 35% due to the expiration of share appreciation rights granted by ACAB to certain
employees of the Company as well as the imposition of certain state minimum and gross receipts taxes,
which are incurred regardless of whether the Company earns income offset by certain permanent items and
state income taxes.
15
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Statements in this managements discussion and analysis regarding industry outlook, our
expectations regarding the performance of our business and other non-historical statements are
forward-looking statements. These forward-looking statements are subject to numerous risks and
uncertainties. See Cautionary Note for Forward-Looking Information on page 1 of this Quarterly
Report on Form 10-Q. Our actual results may differ materially from those contained in, or implied
by, any forward-looking statements.
The following discussion is intended to enhance the readers understanding of our business
operations and present business environment. It should be read in conjunction with our 2009 Form
10-K, the section entitled Risk Factors in Part II, Item 1A herein and our unaudited condensed
consolidated financial statements for the three and six months ended June 30, 2010 included in this
Quarterly Report on Form 10-Q.
Overview
We are one of the largest equipment rental providers in North America. We operate through a
network of 459 rental locations across ten regions in 40 U.S. states and three Canadian provinces.
We rent a broad selection of equipment ranging from large equipment such as backhoes, forklifts,
air compressors, scissor lifts, aerial work platform booms and skid-steer loaders to smaller items
such as pumps, generators, welders and electric hand tools. We also sell used equipment, parts,
merchandise and supplies for customers maintenance, repair and operations.
For the three months ended June 30, 2010 and June 30, 2009, we generated approximately 86.3%
and 82.8% of our revenues from equipment rentals, respectively, and we derived the remaining 13.7%
and 17.2% of our revenues from sales of used equipment, merchandise and other related items,
respectively. For the six months ended June 30, 2010 and June 30, 2009, we generated approximately
85.8% and 82.3% of our revenues from equipment rentals, respectively, and we derived the remaining
14.2% and 17.7% of our revenues from sales of used equipment, merchandise and other related items,
respectively.
The following table summarizes our total revenues, loss before benefit for income taxes and
net loss for the three and six months ended June 30, 2010 and 2009 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
Total revenues |
|
$ |
301.0 |
|
|
$ |
326.6 |
|
|
$ |
561.7 |
|
|
$ |
677.8 |
|
Loss before benefit for income taxes |
|
|
(35.3 |
) |
|
|
(16.5 |
) |
|
|
(96.2 |
) |
|
|
(37.7 |
) |
Net loss |
|
|
(22.1 |
) |
|
|
(11.5 |
) |
|
|
(59.9 |
) |
|
|
(25.0 |
) |
We manage our operations through the application of a disciplined, yet highly flexible
business model, in which we utilize various financial and operating metrics to measure our
operating performance and make decisions on the acquisition and disposal of rental fleet and the
allocation of resources to and among our locations. Key metrics that we regularly review on a
consolidated basis include Adjusted EBITDA, fleet utilization, average fleet age and original
equipment fleet cost. The following is a summary of these key operating metrics:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended (or at) |
|
Six Months Ended (or at) |
|
|
June 30, |
|
June 30, |
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
Adjusted EBITDA (in millions) (a) |
|
$ |
92.0 |
|
|
$ |
108.0 |
|
|
$ |
158.0 |
|
|
$ |
215.6 |
|
Fleet utilization (b) |
|
|
63.5 |
% |
|
|
57.5 |
% |
|
|
59.2 |
% |
|
|
57.6 |
% |
Average fleet age at period end (months) (c) |
|
|
42 |
|
|
|
36 |
|
|
|
42 |
|
|
|
36 |
|
Original equipment fleet cost (in millions) (d) |
|
$ |
2,337 |
|
|
$ |
2,455 |
|
|
$ |
2,337 |
|
|
$ |
2,455 |
|
16
|
|
|
(a) |
|
Defined as consolidated net loss before net interest expense, income taxes and
depreciation and amortization and before certain other items, including, share-based
compensation and other expense (income), net. Adjusted EBITDA is not a recognized measure
under GAAP. See reconciliation between net loss and Adjusted EBITDA under Liquidity and
Capital Resources Adjusted EBITDA. |
|
(b) |
|
Defined as the average aggregate dollar value of equipment rented by customers (based
on original equipment fleet cost OEC) during the relevant period, divided by the average
aggregate dollar value of all equipment owned (based on OEC) during the relevant period. |
|
(c) |
|
Defined as the number of months since an equipment unit was first placed in service, weighted by multiplying individual equipment
ages by their respective original costs and dividing the sum of those individual calculations by the total original cost. Equipment refurbished by the original equipment manufacturer is considered new. |
|
(d) |
|
Defined as the original dollar value of rental equipment purchased from the original
equipment manufacturer (OEM). Fleet purchased from non-OEM sources is assigned a
comparable OEC dollar value at the time of purchase. |
For the three and six months ended June 30, 2010, our Adjusted EBITDA decreased $16.1 million
and $57.6 million, respectively, from $108.0 million in the second quarter of 2009 to $92.0 million
in the second quarter of 2010 and from $215.6 million for the six months ended June 30, 2009 to
$158.0 million in the six months ended June 30, 2010. The decreases were due to declines in
equipment rental margins, which were driven by decreases in equipment rental revenue of 4.0% and
13.6% during the three and six months ended June 30, 2010, respectively. In addition, cost of equipment rentals,
excluding depreciation as a percentage of equipment rental revenue increased from 50.0% in the
three months ended June 30, 2009 to 55.4% in the three months ended June 30, 2010 and increased
from 51.1% in the six months ended June 30, 2009 to 57.1% in the six months ended June 30, 2010.
The decrease in equipment rental revenue was due to a decline in rental rates in the three and six
months ended June 30, 2010 and a decline in rental volume in the six months ended June 30, 2010.
The increase in the cost of equipment rentals, excluding depreciation as a percentage of equipment
rental revenue was due to a decrease in rental rates as well as increases in freight and fuel
expenses.
For the three and six months ended June 30, 2010, our utilization increased 600 basis points
and 160 basis points, as compared to the same prior year periods. The increase was due to a
combination of factors including a decline in our OEC, our continued
shift towards industrial or non-construction markets, which are less cyclical than non-residential
construction markets, and rising demand for our rental equipment. During 2009 our utilization continued to decline due to
lower demand for our rental equipment brought on by a weakening of demand in the non-residential
construction market and to a lesser extent, a weakening of demand in the industrial or
non-construction markets. This weakening of demand continued
into the first quarter of 2010 as utilization for the three months ended March 31, 2010 was lower
than the comparable prior year period. Market conditions improved during the second quarter of
2010 resulting in strengthening demand for our rental equipment as fleet on rent increased
approximately 35% at June 30, 2010 as compared to December 31, 2009. This compares to a decrease
of approximately 6% at June 30, 2009 as compared to December 31, 2008.
Average fleet age at June 30, 2010 was 42 months, up six months, from 36 months at June 30,
2009. The increase in 2010 resulted from a reduction in capital expenditures during 2009. During
times of weakening demand, we deliberately allow our equipment to age and reduce capital
expenditures in order to maximize cash flow.
OEC at June 30, 2010 was $2,337 million, down 4.8% from $2,455
million at June 30, 2009. The decrease in 2010 is due to an increase in the sale of used rental
equipment relative to capital expenditures for the twelve months ended June 30, 2010.
Business Environment and Outlook
Our revenues and operating results are driven in large part by activities in the industrial or
non-construction markets and the non-residential construction market. On a combined basis we
currently derive approximately 97% of our rental revenues from these two markets.
17
Non-residential construction markets generated approximately 37% of our rental revenues during
the six months ended June 30, 2010. Industrial or non-construction markets generated approximately
60% of our rental revenues during the six months ended June 30, 2010. During 2009, we saw a continued weakening of demand in the non-residential construction market which resulted in a
decrease in the demand for our rental equipment and downward pressure on our rental rates. These
trends continued into the first
quarter of 2010. Demand in the industrial or non-construction markets also weakened through 2009,
however, not to the same extent as the non-residential construction market. Generally, industrial
or non-construction markets are less exposed to cyclicality than the non-residential construction
market. We responded to the economic slowdown by employing a number of financial and operational
measures, which enabled us to right-size our business, generate positive cash flow and utilize any
excess cash flow to repay outstanding amounts on our Senior ABL Revolving Facility.
During the second quarter of 2010, market conditions began to show signs of improvement, which
translated into strengthening demand for our rental equipment as fleet on rent increased
approximately 35% at June 30, 2010 as compared to December 31, 2009. This compares to a decrease
of approximately 6% at June 30, 2009 as compared to December 31, 2008. In addition, fleet
utilization for the three months ended June 30, 2010 was 63.5%, an increase of 600 basis points
from 57.5% for the three months ended June 30, 2009. We expect fleet on rent and utilization to
continue to build in the third quarter of 2010 resulting in positive year-over-year volume growth,
and while pricing remains challenging, year-over-year comparisons for rental revenues for the third
quarter of 2010 are expected to be favorable.
Factors Affecting Our Results of Operations
Our revenues and operating results are driven in large part by activities in the industrial or
non-construction markets and the non-residential construction market. These markets are cyclical
with activity levels that tend to increase in line with growth in gross domestic product and
decline during times of economic weakness; however, industrial or non-construction markets are
historically less exposed to cyclicality than non-residential construction markets. In addition,
activity in the construction market tends to be susceptible to seasonal fluctuations in certain
parts of the country. This results in changes in demand for our rental equipment. The cyclicality
and seasonality of the equipment rental industry result in variable demand and, therefore, our
revenues and operating results may fluctuate from period to period.
18
Results of Operations
Revenues:
|
|
|
Equipment rental revenue consists of fees charged to customers for use of equipment
owned by us over the term of the rental as well as other fees charged to customers for
items such as delivery and pickup, fuel and damage waivers. |
|
|
|
|
Sale of merchandise revenues represent sales of contractor supplies, consumables and
ancillary products and, to a lesser extent, new equipment. |
|
|
|
|
Sale of used rental equipment represents revenues derived from the sale of rental
equipment that has previously been included in our rental fleet. |
Cost of revenues:
|
|
|
Cost of equipment rentals, excluding depreciation, consists primarily of wages and
benefits for employees involved in the delivery and maintenance of rental equipment, rental
location facility costs and rental equipment repair and maintenance expenses. |
|
|
|
|
Depreciation of rental equipment consists of straight-line depreciation of equipment
included in our rental fleet. |
|
|
|
|
Cost of merchandise sales represents the costs of acquiring those items. |
|
|
|
|
Cost of used rental equipment sales represents the net book value of rental equipment at
the date of sale. |
Selling, general and administrative costs primarily include sales force compensation,
information technology costs, advertising and marketing, professional fees and administrative
overhead.
Depreciation and amortization of non-rental equipment and intangibles consists of
straight-line depreciation of vehicles and equipment used to support our operations, leasehold
improvements and amortization of intangible assets with finite useful lives.
Other operating (gains) losses, net are gains and losses resulting from the disposition of
non-rental assets. Other operating gains and losses represent the difference between proceeds
received upon disposition of non-rental assets (if any) and the net book value of the asset at the
time of disposition. Other operating (gains) losses, net also include insurance proceeds from
rental and equipment claims in excess of losses incurred.
19
Three Months Ended June 30, 2010, Compared to Three Months Ended June 30, 2009
The following table sets forth for each of the periods indicated our statements of operations
data and expresses revenue and expense data as a percentage of total revenues for the periods
presented (in 000s):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of Revenue |
|
|
|
|
|
|
Three Months Ended |
|
|
Three Months Ended |
|
|
|
|
|
|
June 30, |
|
|
June 30, |
|
|
Increase (decrease) |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 versus 2009 |
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rental revenue |
|
$ |
259,734 |
|
|
$ |
270,500 |
|
|
|
86.3 |
% |
|
|
82.8 |
% |
|
$ |
(10,766 |
) |
|
|
(4.0 |
)% |
Sale of merchandise |
|
|
13,270 |
|
|
|
13,588 |
|
|
|
4.4 |
|
|
|
4.2 |
|
|
|
(318 |
) |
|
|
(2.3 |
) |
Sale of used rental equipment |
|
|
27,993 |
|
|
|
42,470 |
|
|
|
9.3 |
|
|
|
13.0 |
|
|
|
(14,477 |
) |
|
|
(34.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
300,997 |
|
|
|
326,558 |
|
|
|
100.0 |
|
|
|
100.0 |
|
|
|
(25,561 |
) |
|
|
(7.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of equipment rentals,
excluding depreciation |
|
|
143,988 |
|
|
|
135,365 |
|
|
|
47.8 |
|
|
|
41.5 |
|
|
|
8,623 |
|
|
|
6.4 |
|
Depreciation of rental equipment |
|
|
67,398 |
|
|
|
72,060 |
|
|
|
22.4 |
|
|
|
22.1 |
|
|
|
(4,662 |
) |
|
|
(6.5 |
) |
Cost of merchandise sales |
|
|
9,880 |
|
|
|
9,418 |
|
|
|
3.3 |
|
|
|
2.9 |
|
|
|
462 |
|
|
|
4.9 |
|
Cost of used rental equipment
sales |
|
|
23,931 |
|
|
|
39,505 |
|
|
|
8.0 |
|
|
|
12.1 |
|
|
|
(15,574 |
) |
|
|
(39.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues |
|
|
245,197 |
|
|
|
256,348 |
|
|
|
81.5 |
|
|
|
78.5 |
|
|
|
(11,151 |
) |
|
|
(4.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
55,800 |
|
|
|
70,210 |
|
|
|
18.5 |
|
|
|
21.5 |
|
|
|
(14,410 |
) |
|
|
(20.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and
administrative |
|
|
32,967 |
|
|
|
35,613 |
|
|
|
11.0 |
|
|
|
10.9 |
|
|
|
(2,646 |
) |
|
|
(7.4 |
) |
Depreciation and amortization
of non-rental equipment and
intangibles |
|
|
9,910 |
|
|
|
11,194 |
|
|
|
3.3 |
|
|
|
3.4 |
|
|
|
(1,284 |
) |
|
|
(11.5 |
) |
Other operating gains, net |
|
|
(138 |
) |
|
|
(222 |
) |
|
|
|
|
|
|
(0.1 |
) |
|
|
84 |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses,
net |
|
|
42,739 |
|
|
|
46,585 |
|
|
|
14.2 |
|
|
|
14.3 |
|
|
|
(3,846 |
) |
|
|
(8.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
13,061 |
|
|
|
23,625 |
|
|
|
4.3 |
|
|
|
7.2 |
|
|
|
(10,564 |
) |
|
|
(44.7 |
) |
Interest expense, net |
|
|
48,233 |
|
|
|
40,035 |
|
|
|
16.0 |
|
|
|
12.3 |
|
|
|
8,198 |
|
|
|
20.5 |
|
Other expense, net |
|
|
99 |
|
|
|
107 |
|
|
|
|
|
|
|
|
|
|
|
(8 |
) |
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before benefit for
income taxes |
|
|
(35,271 |
) |
|
|
(16,517 |
) |
|
|
(11.7 |
) |
|
|
(5.1 |
) |
|
|
(18,754 |
) |
|
|
n/a |
|
Benefit for income taxes |
|
|
13,156 |
|
|
|
5,027 |
|
|
|
4.4 |
|
|
|
1.5 |
|
|
|
8,129 |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(22,115 |
) |
|
$ |
(11,490 |
) |
|
|
(7.3 |
)% |
|
|
(3.5 |
)% |
|
$ |
(10,625 |
) |
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues decreased $25.6 million, or 7.8%, from $326.6 million for the three months
ended June 30, 2009 to $301.0 million for the three months ended June 30, 2010. Equipment rental
revenue decreased $10.8 million, or 4.0%, from $270.5 million for the three months ended June 30,
2009 to $259.7 million for the three months ended June 30, 2010. The decrease in equipment rental
revenue is primarily the result of a $22.7 million, or 8.4%, decrease in rental rates offset by an
$11.9 million, or 4.4%, increase in rental volume. The increase in rental volume is inclusive of a
$1.9 million increase due to currency rate changes.
Sale of merchandise revenues decreased $0.3 million, or 2.3%, from $13.6 million for the three
months ended June 30, 2009 to $13.3 million for the three months ended June 30, 2010. The
decrease is due primarily to a decline in the volume of replacement parts sales as well as a decrease in the revenue per replacement part sold, which was driven by a change in sales mix.
Revenues from the sale of used rental equipment decreased $14.5 million, or 34.1%, from
$42.5 million for the three months ended June 30, 2009 to $28.0 million for the three months ended
June 30, 2010. Throughout 2009, we continued our initiative to aggressively sell used equipment in response to a drop in rental demand that was greater
than the normal seasonal decline. During the first half of 2010, we
20
intentionally slowed our sales of used rental equipment to preserve fleet in anticipation of
rising demand in the second half of 2010. Increased demand for our rental equipment in the second
quarter of 2010 was evident by our fleet utilization, which increased 600 basis points to 63.5%
from 57.5% for the three months ended June 30, 2009.
Cost of equipment rentals, excluding depreciation, increased $8.6 million, or 6.4%, from
$135.4 million for the three months ended June 30, 2009 to $144.0 million for the three months
ended June 30, 2010, due to a 4.4% increase in rental volume. Cost of equipment rentals excluding
depreciation, as a percentage of equipment rental revenues increased from 50.0% for the three
months ended June 30, 2009 to 55.4% for the three months ended June 30, 2010. The increase is due
primarily to an 8.4% decrease in equipment rental rates as well as increases in freight and fuel
expenses of $2.4 million and $2.2 million, respectively.
Depreciation of rental equipment decreased $4.7 million, or 6.5%, from $72.1 million for the
three months ended June 30, 2009 to $67.4 million for the three months ended June 30, 2010. The
decrease in depreciation of rental equipment resulted from our actions throughout 2009 to reduce
rental fleet in response to weakened demand. As a percent of equipment rental revenues,
depreciation of rental equipment decreased from 26.6% in the three months ended June 30, 2009 to
25.9% in the three months ended June 30, 2010.
Cost of merchandise sales increased $0.5 million, or 4.9%, from $9.4 million for the three
months ended June 30, 2009 to $9.9 million for the three months ended June 30, 2010, due in part to
an increase in the average cost per replacement part sold, which was driven by a change in sales mix.
Gross margin for merchandise sales decreased from 30.7% for the three months ended June 30, 2009 to
25.6% for the three months ended June 30, 2010 due primarily to margin declines on nonstock and
parts sales.
Cost of used rental equipment sales decreased $15.6 million, or 39.4%, from $39.5 million for
the three months ended June 30, 2009 to $23.9 million for the three months ended June 30, 2010. The
decrease is due to the 34.1% decrease in sales of used rental equipment for the three months ended
June 30, 2010. Gross margin for the sale of used rental equipment increased from 7.0% for the
three months ended June 30, 2009 to 14.5% for the three months ended June 30, 2010. The increase
in gross margin was due to improvements in margins on used equipment sold through both retail and auction
channels.
Selling, general and administrative expenses decreased $2.6 million, or 7.4%, from
$35.6 million for the three months ended June 30, 2009 to $33.0 million for the three months ended
June 30, 2010. The decrease is due primarily to decreases in professional fees, direct marketing
costs and the provision for doubtful accounts. Selling, general and administrative expenses
increased slightly as a percentage of total revenues from 10.9% for the three months ended June 30,
2009 to 11.0% for the three months ended June 30, 2010.
Depreciation and amortization of non-rental equipment and intangibles decreased $1.3 million,
or 11.5%, from $11.2 million for the three months ended June 30, 2009 to $9.9 million for the three
months ended June 30, 2010. The decrease is primarily due to a smaller fleet of capitalized leased
vehicles during the three months ended June 30, 2010 as compared to the three months ended June 30,
2009. To a lesser extent, the decrease was also due to a decrease in the net book value of
leasehold improvements, which resulted from leasehold improvements that had reached the end of their useful lives after June 30, 2009.
Interest expense, net increased $8.2 million, or 20.5%, from $40.0 million for the three
months ended June 30, 2009 to $48.2 million for the three months ended June 30, 2010, due to higher
interest rates under our 2017 Notes and 2019 Notes, which were issued in the second half of 2009, as compared to
interest rates on our Second Lien Term Facility, which was partially repaid in 2009. In addition,
amortization of deferred financing costs increased as a result of the 2017 and 2019 Notes issuances.
The benefit for income taxes was $13.2 million and $5.0 million for the three months ended June 30,
2010 and 2009, respectively, and resulted from a pre-tax net loss for both periods. The effective tax rate
was 37.3% and 30.4% for the three months ended June 30, 2010 and 2009, respectively. The effective tax
rate for the three months ended June 30, 2010 differs from the federal statutory rate of 35% due to certain
permanent items and state income taxes offset by the imposition of certain state minimum and gross
receipts taxes, which are incurred regardless of whether we earn income. The effective tax rate for the
three months ended June 30, 2009 differs from the federal statutory rate of 35% due to the expiration of
share appreciation rights granted by ACAB to certain employees of the Company as well as the imposition
of certain state minimum and gross receipts taxes, which are incurred regardless of whether we earn income
offset by certain permanent items and state income taxes.
21
Six Months Ended June 30, 2010, Compared to Six Months Ended June 30, 2009
The following table sets forth for each of the periods indicated our statements of operations
data and expresses revenue and expense data as a percentage of total revenues for the periods
presented (in 000s):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of Revenue |
|
|
|
|
|
|
Six Months Ended |
|
|
Six Months Ended |
|
|
|
|
|
|
June 30, |
|
|
June 30, |
|
|
Increase (decrease) |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 versus 2009 |
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rental revenue |
|
$ |
481,947 |
|
|
$ |
557,970 |
|
|
|
85.8 |
% |
|
|
82.3 |
% |
|
$ |
(76,023 |
) |
|
|
(13.6 |
)% |
Sale of merchandise |
|
|
24,691 |
|
|
|
27,488 |
|
|
|
4.4 |
|
|
|
4.1 |
|
|
|
(2,797 |
) |
|
|
(10.2 |
) |
Sale of used rental equipment |
|
|
55,099 |
|
|
|
92,373 |
|
|
|
9.8 |
|
|
|
13.6 |
|
|
|
(37,274 |
) |
|
|
(40.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
561,737 |
|
|
|
677,831 |
|
|
|
100.0 |
|
|
|
100.0 |
|
|
|
(116,094 |
) |
|
|
(17.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of equipment rentals,
excluding depreciation |
|
|
275,214 |
|
|
|
284,844 |
|
|
|
49.0 |
|
|
|
42.0 |
|
|
|
(9,630 |
) |
|
|
(3.4 |
) |
Depreciation of rental equipment |
|
|
134,043 |
|
|
|
147,323 |
|
|
|
23.9 |
|
|
|
21.7 |
|
|
|
(13,280 |
) |
|
|
(9.0 |
) |
Cost of merchandise sales |
|
|
17,954 |
|
|
|
19,418 |
|
|
|
3.2 |
|
|
|
2.9 |
|
|
|
(1,464 |
) |
|
|
(7.5 |
) |
Cost of used rental equipment
sales |
|
|
48,568 |
|
|
|
85,297 |
|
|
|
8.6 |
|
|
|
12.6 |
|
|
|
(36,729 |
) |
|
|
(43.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues |
|
|
475,779 |
|
|
|
536,882 |
|
|
|
84.7 |
|
|
|
79.2 |
|
|
|
(61,103 |
) |
|
|
(11.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
85,958 |
|
|
|
140,949 |
|
|
|
15.3 |
|
|
|
20.8 |
|
|
|
(54,991 |
) |
|
|
(39.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and
administrative |
|
|
66,745 |
|
|
|
75,126 |
|
|
|
11.9 |
|
|
|
11.1 |
|
|
|
(8,381 |
) |
|
|
(11.2 |
) |
Depreciation and amortization
of non-rental equipment and
intangibles |
|
|
19,967 |
|
|
|
22,976 |
|
|
|
3.6 |
|
|
|
3.4 |
|
|
|
(3,009 |
) |
|
|
(13.1 |
) |
Other operating gains, net |
|
|
(2,450 |
) |
|
|
(114 |
) |
|
|
(0.4 |
) |
|
|
|
|
|
|
(2,336 |
) |
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses,
net |
|
|
84,262 |
|
|
|
97,988 |
|
|
|
15.0 |
|
|
|
14.5 |
|
|
|
(13,726 |
) |
|
|
(14.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
1,696 |
|
|
|
42,961 |
|
|
|
0.3 |
|
|
|
6.3 |
|
|
|
(41,265 |
) |
|
|
(96.1 |
) |
Interest expense, net |
|
|
98,026 |
|
|
|
80,245 |
|
|
|
17.5 |
|
|
|
11.8 |
|
|
|
17,781 |
|
|
|
22.2 |
|
Other (income) expense, net |
|
|
(100 |
) |
|
|
410 |
|
|
|
|
|
|
|
0.1 |
|
|
|
(510 |
) |
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before benefit for
income taxes |
|
|
(96,230 |
) |
|
|
(37,694 |
) |
|
|
(17.1 |
) |
|
|
(5.6 |
) |
|
|
(58,536 |
) |
|
|
n/a |
|
Benefit for income taxes |
|
|
36,287 |
|
|
|
12,700 |
|
|
|
6.5 |
|
|
|
1.9 |
|
|
|
23,587 |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(59,943 |
) |
|
$ |
(24,994 |
) |
|
|
(10.7 |
)% |
|
|
(3.7 |
)% |
|
$ |
(34,949 |
) |
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues decreased $116.1 million, or 17.1%, from $677.8 million for the six months
ended June 30, 2009 to $561.7 million for the six months ended June 30, 2010. Equipment rental
revenue decreased $76.0 million, or 13.6%, from $558.0 million for the six months ended June 30,
2009 to $481.9 million for the six months ended June 30, 2010. The decrease in equipment rental
revenue is primarily the result of a $51.9 million, or 9.3%, decrease in rental rates and a
$24.1 million, or 4.3%, decrease in rental volumes. The decrease in rental volume is net of a $4.4
million increase due to currency rate changes.
Sale of merchandise revenues decreased $2.8 million, or 10.2%, from $27.5 million for the six
months ended June 30, 2009 to $24.7 million for the six months ended June 30, 2010. The decrease is due primarily to a decline in the volume of replacement parts sales as well as a decrease in the revenue per replacement part sold, which was driven by a change in sales mix. The decrease
is also due in part to a decline in rental volume and our shift towards industrial or non-construction markets. Sales of
merchandise revenues are generally higher in non-residential construction markets than in
industrial or non-construction markets.
Revenues from the sale of used rental equipment decreased $37.3 million, or 40.4%, from
$92.4 million for the six months ended June 30, 2009 to $55.1 million for the six months ended June
30, 2010. Throughout 2009, we continued our initiative to aggressively sell used equipment in response to a drop in rental demand that was greater than
the normal seasonal decline. During the first half of 2010, we intentionally slowed our sales of
used rental equipment to preserve fleet in anticipation of rising demand in the
22
second half of 2010. Increased demand for our rental equipment in the second quarter of 2010
was evident by our fleet utilization, which increased 600 basis points to 63.5% for the three
months ended June 30, 2010 from 57.5% for the three months ended June 30, 2009 and increased 160 basis points
to 59.2% for the six months ended June 30, 2010 from 57.6% for the six months ended June 30, 2009.
Cost of equipment rentals, excluding depreciation, decreased $9.6 million, or 3.4%, from
$284.8 million for the six months ended June 30, 2009 to $275.2 million for the six months ended
June 30, 2010, due to a 4.3% decrease in rental volume offset by increases in freight and fuel
expenses. Cost of equipment rentals excluding depreciation, as a percentage of equipment rental
revenues increased from 51.1% for the six months ended June 30, 2009 to 57.1% for the six months
ended June 30, 2010 due to a 9.3% decrease in equipment rental rates as well as increases in
freight and fuel expenses of $3.0 million and $2.4 million, respectively.
Depreciation of rental equipment decreased $13.3 million, or 9.0%, from $147.3 million for the
six months ended June 30, 2009 to $134.0 million for the six months ended June 30, 2010. The
decrease in depreciation of rental equipment resulted from our actions throughout 2009 to reduce
rental fleet in response to weakened demand. As a percent of equipment rental revenues,
depreciation of rental equipment increased from 26.4% in the six months ended June 30, 2009 to
27.8% in the six months ended June 30, 2010. This increase is
due to a 13.6% drop in equipment rental revenue in the six months ended June 30, 2010 as compared to the six months ended June 30, 2009.
Cost of merchandise sales decreased $1.5 million, or 7.5%, from $19.4 million for the six
months ended June 30, 2009 to $18.0 million for the six months ended June 30, 2010, which
corresponds with the decrease in merchandise sales revenue. Gross margin for merchandise sales
decreased from 29.4% for the six months ended June 30, 2009 to 27.3% for the six months ended June
30, 2010, due to a margin decline on replacement parts sales.
Cost of used rental equipment sales decreased $36.7 million, or 43.1%, from $85.3 million for
the six months ended June 30, 2009 to $48.6 million for the six months ended June 30, 2010. The
decrease is due primarily to the 40.4% decrease in sales of used rental equipment for the six
months ended June 30, 2010. Gross margin for the sale of used rental equipment increased from 7.7%
for the six months ended June 30, 2009 to 11.9% for the six months ended June 30, 2010. The
increase in gross margin was due primarily to an improvement in margins on used equipment sold through auction
channels.
Selling, general and administrative expenses decreased $8.4 million, or 11.2%, from
$75.1 million for the six months ended June 30, 2009 to $66.7 million for the six months ended June
30, 2010. The decrease is due primarily to decreases in our provision for doubtful accounts and
sales commissions. Selling, general and administrative expenses increased as a percentage of total
revenues from 11.1% for the six months ended June 30, 2009 to 11.9% for the six months ended June
30, 2010. The increase as a percentage of revenues is primarily due to a 9.3% decrease in
equipment rental rates.
Depreciation and amortization of non-rental equipment and intangibles decreased $3.0 million,
or 13.1%, from $23.0 million for the six months ended June 30, 2009 to $20.0 million for the six
months ended June 30, 2010. The decrease is primarily due to a smaller fleet of capitalized leased
vehicles during the six months ended June 30, 2010 as compared to the six months ended June 30,
2009. The decrease was also driven by a decrease in the net book value of leasehold improvements,
which resulted from leasehold improvements that had reached the end of their useful lives after June 30,
2009.
Other operating gains, net were $2.5 million for the six months ended June 30, 2010 and
consisted primarily of proceeds received from our insurance carrier for rental equipment and
property claims attributable to hurricane damage. This gain represents proceeds in excess of
previously indemnified losses. Recoveries in excess of losses incurred are considered gain
contingencies and are not recognized until they are received.
Interest expense, net increased $17.8 million, or 22.2%, from $80.2 million for the six months
ended June 30, 2009 to $98.0 million for the six months ended June 30, 2010, due to higher interest
rates under our 2017 Notes and 2019 Notes, which were issued in the second half of 2009, as compared to interest rates
on our Second Lien Term Facility, which was partially repaid in 2009. In addition, amortization of
deferred financing costs increased as a result of the 2017 and 2019 Notes issuances.
23
The benefit for income taxes was $36.3 million and $12.7 million for the six months ended June 30,
2010 and 2009, respectively, and resulted form a pre-tax net loss for both periods. The effective tax rate
was 37.7% and 33.7% for the six months ended June 30, 2010 and 2009, respectively. The effective tax
rate for the six months ended June 30, 2010 differs from the federal statutory rate of 35% due to certain
permanent items and state income taxes offset by the imposition of certain state minimum and gross
receipts taxes, which are incurred regardless of whether we earn income. The effective tax rate for the six
months ended June 30, 2009 differs from the federal statutory rate of 35% due to the expiration of share
appreciation rights granted by ACAB to certain employees of the Company as well as the imposition of
certain state minimum and gross receipts taxes, which are incurred regardless of whether we earn income
offset by certain permanent items and state income taxes.
Liquidity and Capital Resources
Cash Flows and Liquidity
Our primary source of capital is from cash generated by our rental operations including cash received from the sale of used rental equipment, and secondarily from borrowings available
under our Senior ABL Revolving Facility. Our business is highly capital intensive, requiring
significant investments in order to expand our rental fleet during periods of growth and smaller
investments required to maintain and replace our rental fleet during times of weakening rental
demand.
Cash flows from operating activities as well as the sale of used rental equipment enable us to
fund our operations and service our debt obligations including the continued repayment of our
Senior ABL Revolving Facility. We continuously monitor utilization of our rental fleet and if
warranted we divest excess fleet, which generates additional cash flow. In addition, due to the
condition and age of our fleet we have the ability to significantly reduce capital expenditures
during difficult economic times, therefore allowing us to redirect this cash towards further debt
reduction during these periods. The following table summarizes our sources and uses of cash for the
six months ended June 30, 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
|
June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(in 000s) |
|
Net cash provided by operating activities |
|
$ |
169,893 |
|
|
$ |
123,184 |
|
Net cash (used in) provided by investing activities |
|
|
(90,114 |
) |
|
|
83,363 |
|
Net cash used in financing activities |
|
|
(73,770 |
) |
|
|
(211,728 |
) |
Effect of foreign exchange rates on cash |
|
|
485 |
|
|
|
238 |
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
$ |
6,494 |
|
|
$ |
(4,943 |
) |
|
|
|
|
|
|
|
As of June 30, 2010, we had cash and cash equivalents of $11.0 million, an increase of $6.5
million from December 31, 2009. Generally, we manage our cash flow by using any excess cash, after
considering our working capital and capital expenditure needs, to pay down the outstanding balance
of our Senior ABL Revolving Facility.
Operating activities Net cash provided by operating activities during the six months ended
June 30, 2010 consisted of the add-back of non-cash items and other adjustments of $118.7 million
and an increase in operating liabilities (net of operating assets) of $111.1 million offset by a
net loss of $59.9 million. The most significant change in operating assets and liabilities was an
increase in accounts payable of $122.9 million, which was primarily attributable to capital
purchases made in the first half of 2010.
Net cash provided by operating activities during the six months ended June 30, 2009 consisted
of the add-back of non-cash items and other adjustments of $155.4 million offset by a decrease in
operating liabilities (net of operating assets) of $7.2 million and a net loss of $25.0 million.
The most significant change in operating assets and liabilities was a reduction in accounts
receivable resulting in cash inflow of $73.2 million offset by the settlement of accounts payable
resulting in a cash outflow of $67.3 million.
Investing activities Net cash used in investing activities during the six months ended June
30, 2010 consisted of $148.6 million of capital purchases offset by $56.8 million of proceeds
received from the sale of rental and non-
24
rental equipment and $1.7 million of insurance proceeds associated with rental equipment and
property claims. Capital expenditures include purchases of rental and non-rental equipment.
The change from net cash provided by investing activities during the six months ended June 30,
2009 as compared to net cash used in investing activities during the six months ended June 30, 2010
was due to primarily to our changing priorities with respect to our rental fleet. During 2009, we
continued our efforts to accelerate sales of used rental equipment in response to a drop in rental
demand. During 2010, we intentionally slowed our sales of used rental equipment to preserve fleet
in anticipation of rising demand. To satisfy the anticipated increase in demand, we also purchased
$147.0 million of new rental fleet in the six months ended June 30, 2010, up $128.6 million, from
$18.3 million in the six months ended June 30, 2009.
Financing activities Net cash used in financing activities during the six months ended June
30, 2010 consists primarily of $57.0 million net payments on our
Senior ABL Revolving Facility. The net payments on our Senior ABL Revolving Facility were derived in part from the proceeds of an
intercompany loan that was made in the second quarter of 2010, to transfer $28.0 million of excess
Canadian cash to the U.S. Interest payable under the Senior ABL Revolving Facility normally
exceeds that earned under an interest bearing cash account. The intercompany loan matures in the
third quarter of 2010. We
also repaid $16.0 million on our capital lease obligations. Net cash used in financing activities
during the six months ended June 30, 2009 consists primarily of $189.2 million net payments on our
Senior ABL Revolving Facility. We also repaid $22.2 million on our capital lease obligations.
Indebtedness
We are highly leveraged and a substantial portion of our liquidity needs arise from debt
service requirements and from funding our costs of operations and capital expenditures. As of June
30, 2010, we had $2.1 billion of indebtedness outstanding, consisting primarily of $344.2 million
under the Senior ABL Revolving Facility, $479.4 million under the Second Lien Term Facility, $620.0
million of 2014 Notes, $400.0 million of 2017 Notes and $200.0 million of 2019 Notes. The 2017
Notes and the 2019 Notes are presented net of unamortized original issue discounts of $9.8 million
and $2.9 million, respectively, in our condensed consolidated balance sheet at June 30, 2010.
As of June 30, 2010, we had an outstanding balance of $344.2 million on our Senior ABL
Revolving Facility leaving $645.5 million available for future borrowings. The available
borrowings of $645.5 million are net of outstanding letters of credit and the net fair value
liability for our interest rate swap agreements before the adjustment for credit-risk. During the
six months ended June 30, 2010, we borrowed $84.0 million under the Senior ABL Revolving Facility
and repaid $141.0 million.
The Senior ABL Revolving Facility and the Second Lien Term Facility contain a number of
covenants that, among other things, limit or restrict RSCs ability to incur additional
indebtedness; provide guarantees; engage in mergers, acquisitions or dispositions; enter into
sale-leaseback transactions; make dividends and other restricted payments; prepay other
indebtedness; engage in certain transactions with affiliates; make investments; change the nature
of its business; incur liens; with respect to RSC Holdings II, LLC, take actions other than those
enumerated; and amend specified debt agreements. The indentures governing the Notes also contain
restrictive covenants that, among other things, limit RSCs ability to incur additional debt; pay
dividends or distributions on our capital stock or repurchase our capital stock; make certain
investments; create liens to secure debt; enter into certain transactions with affiliates; create
limitations on the ability of our restricted subsidiaries to make dividends or distributions to
their parents; merge or consolidate with another company; and transfer and sell assets. In
addition, under the Senior ABL Revolving Facility, upon excess availability falling below $100.0
million, we will become subject to more frequent borrowing base reporting requirements and upon the
excess availability falling below (a) before the maturity date of the Non-Extending portion of the
Senior ABL Revolving Facility (the Non-Extending Maturity Date) and the date of any increase in
commitments under the Extending portion of the Senior ABL Revolving Facility (the Commitment
Increase Date), $140.0 million, (b) after the Commitment Increase Date but before the
Non-Extending Maturity Date, the greater of $140.0 million and 12.5% of the sum of the total
commitments under the Senior ABL Revolving Facility on the Commitment Increase Date and (c) on or
after the Non-Extending Maturity Date, 12.5% of the sum of the total commitments under the Senior
ABL Revolving Facility on the Non-Extending Maturity Date, the borrowers will be required to comply
with specified financial ratios and tests, including a minimum fixed charge coverage ratio of 1.00
to 1.00 and a maximum leverage ratio as of the last day of each quarter of 4.25 to 1.00.
25
Excess availability did not fall below $140.0 million and we were therefore not required to
comply with the specified financial ratios and tests as of June 30, 2010. We do not expect excess
availability to fall below $140.0 million during the next twelve months. As of June 30, 2010, our
fixed charge coverage ratio was 1.60 to 1.00 and the leverage ratio was 5.78 to 1.00, as calculated
in accordance with the credit agreement.
Substantially all of our rental equipment and all our other assets are subject to liens under
our Senior ABL Revolving Facility, our Second Lien Term Facility and our 2017 Notes and none of
such assets are available to satisfy the general claims of our creditors.
Outlook
We believe that cash generated from operations, together with amounts available under the
Senior ABL Revolving Facility, as amended, will be adequate to permit us to meet our debt service
obligations, ongoing costs of operations, working capital needs and capital expenditure
requirements for at least the next twelve months and the foreseeable future. Our future financial
and operating performance, ability to service or refinance our debt and ability to comply with
covenants and restrictions contained in our debt agreements will be subject to future economic
conditions and to financial, business and other factors, many of which are beyond our control. See
Risk Factors in Part II, Item 1A of this Quarterly Report on Form 10-Q.
We expect to generate positive cash flow from operations, net of capital expenditures, for the
year ending December 31, 2010. From time to time, we evaluate various alternatives for the use of
excess cash generated from our operations including paying down debt, funding acquisitions and
repurchasing common stock or debt securities. Assuming certain payment conditions under the Senior
ABL Revolving Facility credit agreement are satisfied, our Second Lien Term Facility limits our
capacity to repurchase common stock or make optional payments on unsecured debt securities. This
limitation at June 30, 2010 was $116.8 million, when considering a total basket of $150.0 million,
net of $33.2 million of usage. We are also limited to $50.0 million in cash dividends in 2010.
Adjusted EBITDA
As a supplement to the financial statements in this Quarterly Report on Form 10-Q, which are
prepared in accordance with GAAP, we also present Adjusted EBITDA. Adjusted EBITDA is generally
consolidated net loss before net interest expense, income taxes and depreciation and amortization
and before certain other items, including share-based compensation and other expense (income), net.
We present Adjusted EBITDA because we believe the calculation is useful to investors in evaluating
our ability to service debt and our financial performance. However, Adjusted EBITDA is not a
recognized measure under GAAP, and when analyzing our performance, investors should use Adjusted
EBITDA in addition to, and not as an alternative to, net (loss) income or net cash provided by
operating activities as defined under GAAP. In addition, all companies do not calculate Adjusted
EBITDA in the same manner and therefore our presentation may not be comparable to those presented
by other companies.
The table below provides a reconciliation between net loss, as determined in accordance with
GAAP, and Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
(in 000s) |
|
Net loss |
|
$ |
(22,115 |
) |
|
$ |
(11,490 |
) |
|
$ |
(59,943 |
) |
|
$ |
(24,994 |
) |
Depreciation of rental
equipment and depreciation
and amortization of
non-rental equipment and
intangibles |
|
|
77,308 |
|
|
|
83,254 |
|
|
|
154,010 |
|
|
|
170,299 |
|
Interest expense, net |
|
|
48,233 |
|
|
|
40,035 |
|
|
|
98,026 |
|
|
|
80,245 |
|
Benefit for income taxes |
|
|
(13,156 |
) |
|
|
(5,027 |
) |
|
|
(36,287 |
) |
|
|
(12,700 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
$ |
90,270 |
|
|
$ |
106,772 |
|
|
$ |
155,806 |
|
|
$ |
212,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation |
|
|
1,595 |
|
|
|
1,162 |
|
|
|
2,258 |
|
|
|
2,294 |
|
Other expense (income), net |
|
|
99 |
|
|
|
107 |
|
|
|
(100 |
) |
|
|
410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
91,964 |
|
|
$ |
108,041 |
|
|
$ |
157,964 |
|
|
$ |
215,554 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
Free Cash Flow
We also present free cash flow as a supplement to the financial statements. We define free
cash flow as net cash provided by operating activities plus net capital inflows (expenditures).
All companies do not calculate free cash flow in the same manner, and our presentation may not be
comparable to those presented by other companies. We believe free cash flow provides useful
additional information concerning cash flow available to meet future debt service obligations and
working capital needs. However, free cash flow is a non-GAAP measure in addition to, and not as an
alternative to, net (loss) income or net cash provided by operating activities as defined under
GAAP. Moreover, free cash flow does not represent remaining cash flows available for discretionary
expenditures because the measure does not deduct payment required for debt maturities.
The table below reconciles free cash flow, a non-GAAP measure, to net cash provided by
operating activities, which is the most directly comparable financial measure determined in
accordance with GAAP:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
(in 000s) |
|
Net cash provided by operating activities |
|
$ |
104,412 |
|
|
$ |
57,054 |
|
|
$ |
169,893 |
|
|
$ |
123,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of rental equipment |
|
|
(102,060 |
) |
|
|
(9,746 |
) |
|
|
(146,966 |
) |
|
|
(18,337 |
) |
Purchases of property and equipment |
|
|
(1,304 |
) |
|
|
(782 |
) |
|
|
(1,635 |
) |
|
|
(1,889 |
) |
Proceeds from sales of rental equipment |
|
|
27,993 |
|
|
|
42,470 |
|
|
|
55,099 |
|
|
|
92,373 |
|
Proceeds from sale of property and equipment |
|
|
356 |
|
|
|
4,671 |
|
|
|
1,652 |
|
|
|
8,130 |
|
Insurance proceeds from rental equipment
and property claims |
|
|
|
|
|
|
1,086 |
|
|
|
1,736 |
|
|
|
3,086 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net capital (expenditures) inflows |
|
|
(75,015 |
) |
|
|
37,699 |
|
|
|
(90,114 |
) |
|
|
83,363 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Free cash flow |
|
$ |
29,397 |
|
|
$ |
94,753 |
|
|
$ |
79,779 |
|
|
$ |
206,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Critical Accounting Policies and Estimates
Our discussion and analysis of financial condition and results of operations are based upon
our unaudited condensed consolidated financial statements, which have been prepared in accordance
with GAAP. The preparation of these financial statements requires management to make estimates and
judgments that affect the reported amounts in the unaudited condensed consolidated financial
statements and accompanying notes. Actual results, however, may materially differ from our
calculated estimates and this difference would be reported in our current operations. We have made
no significant changes to our critical accounting policies and estimates since December 31, 2009.
Recent Accounting Pronouncements
In February 2010, the Financial Accounting Standards Board (the FASB) issued amended
guidance on subsequent events. Under this amended guidance, SEC filers are no longer required to
disclose the date through which subsequent events have been evaluated in originally issued and
revised financial statements. The guidance was effective immediately and we have adopted this new
guidance.
In January 2010, the FASB issued guidance to improve disclosures about fair value
measurements. Specifically, the guidance requires new disclosures for transfers in and out of
levels 1 and 2 of the fair value measurement hierarchy, and expands disclosures related to activity
associated with level 3 fair value measurements. The new disclosures, which are effective for
interim and annual reporting periods beginning after December 15, 2009, had no impact on our
disclosures at June 30, 2010.
In October 2009, the FASB issued updated guidance on multiple-deliverable revenue
arrangements. Specifically, the guidance amends the existing criteria for separating consideration
received in multiple-deliverable arrangements, eliminates the residual method of allocation and
requires that arrangement consideration be allocated at the inception
27
of the arrangement to all deliverables using the relative selling price method. The guidance
also establishes a hierarchy for determining the selling price of a deliverable, which is based on
vendor-specific objective evidence; third-party evidence; or management estimates. Expanded
disclosures related to multiple-deliverable revenue arrangements will also be required. The new
guidance is effective for revenue arrangements entered into or materially modified on and after
January 1, 2011. We do not expect the application of this new standard to have a significant
impact on our consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk associated with changes in interest rates and foreign currency
exchange rates.
Interest Rate Risk
Excluding the effect of our hedge agreements, we have a significant amount of debt under the
Senior ABL Revolving Facility and the Second Lien Term Facility with variable rates of interest
based generally on adjusted London inter-bank offered rate (LIBOR), or an alternate interest
rate, in each case, plus an applicable margin (or, in the case of Canadian dollar borrowings under
the Senior ABL Revolving Facility, variable borrowing costs based generally on bankers acceptance
discount rates, plus a stamping fee equal to an applicable margin, or on the Canadian prime rate,
plus an applicable margin). Increases in interest rates could therefore significantly increase the
associated interest payments that we are required to make on this debt. We have assessed our
exposure to changes in interest rates by analyzing the sensitivity to our earnings assuming various
changes in market interest rates. Assuming a hypothetical increase of 1% in interest rates on our
debt portfolio, as of June 30, 2010, our net interest expense for the six months ended June 30,
2010 would have increased by an estimated $1.4 million. Excluding the effect of our hedge
agreements, for the same period interest expense would have increased $4.6 million assuming a
hypothetical increase of 1%.
We entered into four forward-starting interest rate swap agreements in September 2007 under
which we exchanged our benchmark floating-rate interest payments for fixed-rate interest payments.
The agreements are intended to hedge only the benchmark portion of interest associated with a
portion of the Second Lien Term Facility. Interest on this debt is based on a fluctuating rate of
interest measured by reference to a benchmark interest rate, plus a borrowing margin, which was
3.5% for the LIBOR option at June 30, 2010. The agreements cover a combined notional amount of
debt totaling $700.0 million, of which $500.0 million is for a five-year period with a weighted
average fixed interest rate of 4.66% and $200.0 million is for a three-year period with a weighted
average fixed interest rate of 4.57%. The swaps became effective on October 5, 2007 and are
settled on a quarterly basis. In connection with an October 2009 partial prepayment of outstanding
principal on the Second Lien Term Facility, we reduced the notional amount of one of these interest
rate swaps from $100.0 million to $71.5 million. In November 2009, we prepaid an additional $192.1
million of principal on the Second Lien Term Facility thereby reducing the outstanding balance to
$479.4 million. As a result of this prepayment, $192.1 million of the notional amounts on our
interest rate swaps were de-designated as cash flow hedges as they no longer hedge the variability
in expected future cash flows associated with the variable interest on the Second Lien Term
Facility. In order to offset our exposure to the de-designated interest rate swaps, we entered
into two additional interest rate swap agreements in November 2009 under which we exchanged a
portion of our fixed-rate interest payments for floating-rate interest payments. These agreements
cover a combined notional amount of debt totaling $192.1 million, of which $171.5 million is for a
one-year period and $20.6 million is for a three-year period. The swaps became effective October
5, 2009 and are settled on a quarterly basis.
We entered into an additional interest rate swap agreement in January 2008, under which we
exchanged our benchmark floating-rate interest payment for a fixed-rate interest payment. This
agreement was intended to hedge the benchmark portion of interest associated with a portion of the
Senior ABL Revolving Facility. Interest on this debt was based on a fluctuating rate of interest
measured by reference to a benchmark interest rate, plus a borrowing margin. This agreement
covered a notional amount of debt totaling $250.0 million, for a two-year term at a fixed interest
rate of 2.66%. The swap, which was settled on a quarterly basis, was effective on April 5, 2008,
and expired on April 5, 2010.
Considering the $479.4 million of the Second Lien Term Facility that was hedged as of June 30,
2010, 80.1% of our $2,107.7 million of debt at June 30, 2010 had fixed rate interest.
28
Currency Exchange Risk
The functional currency for our Canadian operations is the Canadian dollar. In the six months
ended June 30, 2010 and June 30, 2009, 6.2% and 4.7%, respectively, of our revenues were generated
by our Canadian operations. As a result, our future earnings could be affected by fluctuations in
the exchange rate between the U.S. and Canadian dollars. Based upon the level of our Canadian
operations during the six months ended June 30, 2010, relative to our operations as a whole, a 10%
increase in the value of the Canadian dollar as compared to the U.S. dollar would have reduced net
loss by approximately $0.1 million for the six months ended June 30, 2010.
Item 4. Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in company reports filed or submitted under the
Securities Exchange Act of 1934, as amended (the Exchange Act) is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the Securities and
Exchange Commission, and that such information is accumulated and communicated to management,
including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
An evaluation of the effectiveness of our disclosure controls and procedures was performed
under the supervision of, and with the participation of, management, including our Chief Executive
Officer and Chief Financial Officer, as of the end of the period covered by this Quarterly Report
on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
An evaluation of our internal controls over financial reporting was performed under the
supervision of, and with the participation of, management, including our Chief Executive Officer
and Chief Financial Officer, to determine whether any changes have occurred during the period
covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting. Based upon this
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that no changes in
our internal control over financial reporting have occurred during the quarter ended June 30, 2010
that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART II. Other Information
Item 1.
Legal Proceedings
We are party to legal proceedings and potential claims arising in the ordinary course of our
business, including claims related to employment matters, contractual disputes, personal injuries
and property damage. In addition, various legal actions, claims and governmental inquiries and
proceedings are pending or may be instituted or asserted in the future against us and our
subsidiaries.
Litigation is subject to many uncertainties, and the outcome of the individual litigated
matters is not predictable with assurance. It is possible that certain of the actions, claims,
inquiries or proceedings, including those discussed above, could be decided unfavorably to us or
any of our subsidiaries involved. Although we cannot predict with certainty the ultimate resolution
of lawsuits, investigations and claims asserted against us, we do not believe that any currently
pending legal proceedings to which we are a party will have a material adverse effect on our
business, results of operations, cash flows or financial condition.
29
Item 1A.
Risk Factors
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you
should carefully consider the factors discussed in Risk Factors in our 2009 Form 10-K filed with
the SEC on February 18, 2010, which could materially affect our business, financial condition or
future results. The risks described in our 2009 Form 10-K are not the only risks we face.
Additional risks and uncertainties not currently known to us or that we currently deem to be
immaterial also may materially adversely affect our business, financial condition or future
results.
There have been no material changes in the risk factors previously disclosed in Risk Factors
in our 2009 Form 10-K filed with the SEC.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3.
Defaults Upon Senior Securities
Not applicable.
Item 4.
Reserved
Item 5.
Other Information
None.
30
Item 6. Exhibits
Exhibits and Financial Statement Schedules
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated By Reference |
Exhibit |
|
|
|
|
|
|
|
|
|
|
|
|
|
Filed |
Number |
|
Exhibit Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
Herewith |
10.1
|
|
Amended and Restated Executive Employment and
Noncompetition Agreement by and between
Patricia D. Chiodo and RSC Equipment Rental,
Inc. effective November 28, 2006
|
|
10-Q
|
|
001-33485
|
|
|
10.1 |
|
|
4/23/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
Form of Stock Option Agreement
|
|
8-K
|
|
001-33485
|
|
|
10.1 |
|
|
4/23/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3
|
|
Form of Stock Option Agreement for Long-Term
Incentive Equity Awards
|
|
8-K
|
|
001-33485
|
|
|
10.2 |
|
|
4/23/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.4
|
|
Form of Employee Restricted Stock Unit Agreement
|
|
8-K
|
|
001-33485
|
|
|
10.3 |
|
|
4/23/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer as
required by Rule 13a-14(a) of the Securities
Exchange Act of 1934, as amended
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer as
required by Rule 13a-14(a) of the Securities
Exchange Act of 1934, as amended
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1
|
|
Certifications of Chief Executive Officer and
Chief Financial Officer as required by Rule
13a-14(b) of the Securities Exchange Act of
1934, as amended
|
|
|
|
|
|
|
|
|
|
|
|
X |
31
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RSC Holdings Inc.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Erik Olsson
Erik Olsson |
|
President, Chief Executive Officer and
Director (Principal Executive Officer)
|
|
July 22, 2010 |
/s/ Patricia D. Chiodo
Patricia D. Chiodo |
|
Vice President, Controller and Interim
Chief Financial Officer (Principal
Financial and
Principal Accounting Officer)
|
|
July 22, 2010 |
32
EXHIBIT INDEX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated By Reference |
Exhibit |
|
|
|
|
|
|
|
|
|
|
|
|
|
Filed |
Number |
|
Exhibit Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
Herewith |
10.1
|
|
Amended and
Restated Executive
Employment and
Noncompetition
Agreement by and
between Patricia D.
Chiodo and RSC
Equipment Rental,
Inc. effective
November 28, 2006
|
|
10-Q
|
|
001-33485
|
|
|
10.1 |
|
|
4/23/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
Form of Stock Option Agreement
|
|
8-K
|
|
001-33485
|
|
|
10.1 |
|
|
4/23/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3
|
|
Form of Stock Option Agreement for Long-Term
Incentive Equity Awards
|
|
8-K
|
|
001-33485
|
|
|
10.2 |
|
|
4/23/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.4
|
|
Form of Employee Restricted Stock Unit Agreement
|
|
8-K
|
|
001-33485
|
|
|
10.3 |
|
|
4/23/2010 |
|
|
|
31.1
|
|
Certification of
Chief Executive
Officer as required
by Rule 13a-14(a)
of the Securities
Exchange Act of
1934, as amended
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of
Chief Financial
Officer as required
by Rule 13a-14(a)
of the Securities
Exchange Act of
1934, as amended
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1
|
|
Certifications of
Chief Executive
Officer and Chief
Financial Officer
as required by Rule
13a-14(b) of the
Securities Exchange
Act of 1934, as
amended
|
|
|
|
|
|
|
|
|
|
|
|
X |
33