United Rentals, Inc. (NYSE: URI) today announced financial
results for the fourth quarter and full year 2011. For the fourth
quarter, total revenues were $746 million and rental revenue was
$589 million, compared with $597 million and $497 million,
respectively, for 2010. For the full year 2011, total revenues were
$2.6 billion and rental revenue was $2.2 billion, compared with
$2.2 billion and $1.8 billion, respectively, for 2010.
For the fourth quarter 2011, adjusted EBITDA, which excludes the
impact of special items1, was $281 million and adjusted EBITDA
margin was 37.7%, an increase of $100 million, or 55.2%, and 7.4
percentage points from the fourth quarter 2010. For the full year
2011, adjusted EBITDA was $929 million and adjusted EBITDA margin
was 35.6%, an increase of $238 million, or 34.4%, and 4.7
percentage points from last year. The company’s EBITDA and adjusted
EBITDA for the fourth quarter and full year 2011 include an $8
million benefit related to the reduction of the company’s
self-insurance reserves, as compared to an $18 million charge in
the fourth quarter and full year 2010.
2011 Highlights
- For the fourth quarter 2011, on a GAAP
basis, the company reported income from continuing operations of
$28 million, or $0.39 per diluted share, compared with a loss of
$17 million, or $0.29 per diluted share, for the same period in
2010. On an adjusted basis, excluding the impact of special items2,
EPS for the fourth quarter 2011 was $0.82 per diluted share,
compared with $0.16 per diluted share in 2010. The effective tax
rate for the fourth quarter 2011 was 50.0%.
- Rental revenue increased 18.5% for the
fourth quarter 2011, compared with the fourth quarter of the prior
year, reflecting year-over-year increases of 6.7% in rental rates
and 15.1% in the volume of equipment on rent. For the full year,
rental rates increased 6.1% from 2010.
- Time utilization for the fourth quarter
2011 increased 1.5 percentage points year-over-year to 70.8%, a
fourth quarter record for the company. Time utilization for the
full year 2011 was 69.1%, an increase of 3.5 percentage points and
a full year record for the company.
- Free cash flow was $23 million for the
full year 2011, compared with $227 million for 2010. Full year net
rental capital expenditures (defined as purchases of rental
equipment less the proceeds from sales of rental equipment) were
$566 million in 2011, compared with $202 million in 2010.
- For the full year 2011, the company
recognized $208 million from sales of rental equipment at a gross
margin of 31.7%, compared with $144 million in sales at a gross
margin of 28.5% last year.
2012 Standalone Outlook3
The company provided the following outlook for the full year
2012:
- An increase of rental rates of 5
percent year over year;
- An increase in time utilization of
approximately 0.5 percentage points year-over-year;
- Net rental capital expenditures of
between $770 million and $820 million, after gross purchases of
approximately $1.0 billion; and
- Free cash usage (negative flow) in the
range of $50 million to $100 million.
CEO Comments
Michael Kneeland, chief executive officer of United Rentals,
said, "The fourth quarter marked a strong end to a stellar year for
our company, particularly in light of the sluggish economy. Once
again, we drove rental revenue ahead of the construction recovery
through a combination of rate improvement and record time
utilization on a larger fleet. The fundamentals of our growth are
rock solid: our strategic focus on customer service excellence,
rigorous efficiency and rental rate expansion. I’m very proud of
the way our employees have delivered in all of these areas. Through
their efforts, we are in an excellent position to capitalize on the
emerging up-cycle as well as the broader secular shift toward
equipment rental.”
Kneeland continued, "We are tremendously excited about the
opportunities of 2012, which we expect will be a transformative
year for United Rentals. We’re making good progress on all fronts
toward our intended acquisition of RSC and the integration
planning. With our markets in recovery, the timing is ideal to
combine these two companies into a best-in-class United Rentals
with a wealth of best practices for value creation.”
2011 Financial Results
For the full year 2011, on a GAAP basis, the company reported
income from continuing operations of $101 million, or $1.38 per
diluted share, compared with a loss of $22 million, or $0.38 per
diluted share, for 2010. On an adjusted basis, excluding the impact
of special items, EPS for the full year 2011 was $1.87 per diluted
share, compared with $0.33 per diluted share in 2010. The effective
tax rate for the full year 2011 was 38.4%.
The company’s continuing operations EPS and adjusted EPS for the
fourth quarter and full year 2011 include an $8 million benefit ($5
million after-tax) related to the reduction of the company’s
self-insurance reserves, as compared to an $18 million charge ($11
million after-tax) in the fourth quarter and full year 2010.
Free Cash Flow and Fleet Size
For the full year 2011, free cash flow, a non-GAAP measure, was
$23 million, compared with free cash flow of $227 million for the
full year 2010. The year-over-year decrease in free cash flow was
largely the result of an increase in net rental capital
expenditures, partially offset by improved cash flows from
operating activities.
The size of the rental fleet, as measured by the original
equipment cost, was $4.29 billion at December 31, 2011, compared
with $3.79 billion at December 31, 2010. The age of the rental
fleet was 46.4 months on a unit-weighted basis at December 31,
2011, compared with 47.7 months at December 31, 2010.
Return on Invested Capital (ROIC)
The company’s ROIC metric uses after-tax operating income for
the trailing 12 months divided by the averages of stockholders’
equity (deficit), debt and deferred taxes, net of average cash. To
mitigate the volatility related to fluctuations in the company’s
tax rate from period to period, the federal statutory tax rate of
35% is used to calculate after-tax operating income. The company’s
ROIC was 6.7% for the 12 months ended December 31, 2011, an
increase of 3.0 percentage points from the same date in 2010.
Announced Merger with RSC Holdings
On December 15, 2011, United Rentals entered into a definitive
merger agreement with RSC Holdings (RSC), pursuant to which United
Rentals will acquire RSC in a cash-and-stock transaction valued at
$18.00 per share, or a total enterprise value of $4.2 billion,
based on the market price for URI common stock at the time the
transaction was announced. Upon the closing of the transaction,
each outstanding share of RSC common stock will be converted into
the right to receive $10.80 in cash and 0.2783 of a share of United
Rentals common stock, subject to the terms and conditions of the
merger agreement. The cash portion of the transaction will be
financed through new debt issuance and drawing on current loan
facilities. United Rentals has obtained financing commitments from
Morgan Stanley Senior Funding Inc., Bank of America Merrill Lynch,
Wells Fargo, Credit Suisse AG, The Bank of Nova Scotia and HSBC
Bank USA, N.A. in support of this transaction. United Rentals
intends to re-pay the outstanding amounts on RSC’s existing senior
secured debt, and assume all of RSC’s existing unsecured debt. The
proposed transaction is subject to the delivery of a solvency
opinion as well as customary closing conditions, including approval
by United Rentals and RSC stockholders and expiration or
termination of the waiting period under the Canadian Competition
Act. United Rentals and RSC expect the transaction to close in the
first half of 2012.
Conference Call
United Rentals will hold a conference call tomorrow, Thursday,
January 26, 2012, at 12:00 p.m. Eastern Time. The conference call
will be available live by audio webcast at unitedrentals.com, where
it will be archived until the next earnings call, and by calling
866-219-5894.
Non-GAAP Measures
Free cash flow, earnings before interest, taxes, depreciation
and amortization (EBITDA), adjusted EBITDA, and adjusted earnings
per share (adjusted EPS) are non-GAAP financial measures as defined
under the rules of the SEC. Free cash flow represents net cash
provided by operating activities, less purchases of rental and
non-rental equipment plus proceeds from sales of rental and
non-rental equipment and excess tax benefits from share-based
payment arrangements, net. EBITDA represents the sum of net income
(loss), loss from discontinued operation, net of taxes, provision
(benefit) for income taxes, interest expense, net, interest
expense-subordinated convertible debentures, net, depreciation of
rental equipment and non-rental depreciation and amortization.
Adjusted EBITDA represents EBITDA plus the sum of the RSC merger
related costs, the restructuring charge and stock compensation
expense, net. Adjusted EPS represents EPS plus the sum of the RSC
merger related costs, the restructuring charge, the gains/losses on
the repurchase/redemption of debt securities and retirement of
subordinated convertible debentures and ABL amendment, and the
asset impairment charge. The company believes that: (i) free cash
flow provides useful additional information concerning cash flow
available to meet future debt service obligations and working
capital requirements; (ii) EBITDA and adjusted EBITDA provide
useful information about operating performance and
period-over-period growth; and (iii) adjusted EPS provides useful
information concerning future profitability. However, none of these
measures should be considered as alternatives to net income, cash
flows from operating activities or earnings per share under GAAP as
indicators of operating performance or liquidity. Information
reconciling forward-looking free cash flow and Adjusted EBITDA to
GAAP financial measures is unavailable to the company without
unreasonable effort.
About United Rentals
United Rentals, Inc. is the largest equipment rental company in
the world, with an integrated network of 529 rental locations in 48
states and 10 Canadian provinces. The company’s approximately 7,500
employees serve construction and industrial customers, utilities,
municipalities, homeowners and others. The company offers for rent
approximately 3,000 classes of equipment with a total original cost
of $4.29 billion. United Rentals is a member of the Standard &
Poor’s MidCap 400 Index and the Russell 2000 Index® and is
headquartered in Greenwich, Conn. Additional information about
United Rentals is available at unitedrentals.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and the Private Securities Litigation Reform Act
of 1995, known as the PSLRA. These statements can generally be
identified by the use of forward-looking terminology such as
“believe,” “expect,” “may,” “will,” “should,” “seek,” “on-track,”
“plan,” “project,” “forecast,” “intend” or “anticipate,” or the
negative thereof or comparable terminology, or by discussions of
vision, strategy or outlook. These statements are based on current
plans, estimates and projections, and, therefore, you should not
place undue reliance on them. No forward-looking statement can be
guaranteed, and actual results may differ materially from those
projected. Factors that could cause actual results to differ
materially from those projected include, but are not limited to,
the following: (1) a slowdown in the recovery of North American
construction and industrial activities, which decreased during the
economic downturn and significantly affected our revenues and
profitability, may further reduce demand for equipment and prices
that we can charge; (2) a decrease in levels of infrastructure
spending, including lower than expected government funding for
stimulus-related construction projects; (3) our highly leveraged
capital structure, which requires us to use a substantial portion
of our cash flow for debt service and can constrain our flexibility
in responding to unanticipated or adverse business conditions; (4)
restrictive covenants in our debt agreements, which could limit our
financial and operation flexibility; (5) noncompliance with
covenants in our debt agreements, which could result in termination
of our credit facilities and acceleration of outstanding
borrowings; (6) inability to access the capital that our business
may require; (7) inability to collect on contracts with
customers; (8) incurrence of impairment charges; (9) the
potential consequences of litigation and other claims relating to
our business, including certain claims that our insurance may not
cover; (10) an increase in our loss reserves to address business
operations or other claims and any claims that exceed our
established levels of reserves; (11) incurrence of additional
costs and expenses in connection with litigation, regulatory or
investigatory matters; (12) increases in our maintenance and
replacement costs as we age our fleet, and decreases in the
residual value of our equipment; (13) inability to sell our new or
used fleet in the amounts, or at the prices, we expect;
(14) challenges associated with past or future acquisitions,
such as undiscovered liabilities and integration issues;
(15) management turnover and inability to attract and retain
key personnel; (16) our rates and time utilization being less
than anticipated; (17) our costs being more than anticipated,
the inability to realize expected savings and the inability to
obtain key equipment and supplies; (18) disruptions in our
information technology systems; (19) competition from existing
and new competitors; (20) labor difficulties and labor-based
legislation affecting labor relations and operations generally;
(21) the inability of United Rentals and RSC to obtain
stockholder or regulatory approvals required for the proposed
transaction or the imposition of conditions that could reduce the
anticipated benefits of the merger as a condition to obtaining
regulatory approvals; (22) the length of time necessary to
consummate the merger with RSC and the related transactions may be
longer than anticipated; (23) problems with successfully
integrating the businesses of United Rentals and RSC; (24)
unexpected costs resulting from the proposed transaction with RSC;
and (25) unanticipated negative consequences resulting from
uncertainty surrounding the proposed transaction. For a more
complete description of these and other possible risks and
uncertainties, please refer to our Annual Report on Form 10-K for
the year ended December 31, 2011, as well as to our subsequent
filings with the SEC. The forward-looking statements contained
herein speak only as of the date hereof, and we make no commitment
to update or publicly release any revisions to forward-looking
statements in order to reflect new information or subsequent
events, circumstances or changes in expectations.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This document relates to a proposed transaction between United
Rentals and RSC, which is the subject of a registration statement
and joint proxy statement/prospectus forming a part thereof filed
with the SEC by United Rentals. This document is not a substitute
for the registration statement and joint proxy statement/prospectus
that United Rentals filed with the SEC or any other documents that
they may file with the SEC or send to shareholders in connection
with the proposed transaction. BEFORE MAKING ANY VOTING DECISION,
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
You can obtain a free copy of the joint proxy
statement/prospectus, as well as other filings containing
information about United Rentals and RSC, at the SEC’s Internet
site (http://www.sec.gov). You can also obtain these documents,
free of charge, in the Investor Relations portion of the United
Rentals website at http://www.ur.com/investor under the heading
“Investors” and then under “SEC Filings.” Copies of the joint proxy
statement/prospectus and the SEC filings that are incorporated by
reference in the joint proxy statement/prospectus can also be
obtained, free of charge, by directing a request to Investor
Relations at 203-618-7318.
Participants in Solicitation
United Rentals, RSC and their respective directors and executive
officers and certain members of management and employees may be
deemed to be participants in the solicitation of proxies from the
stockholders of United Rentals and RSC in connection with the
proposed transaction. Information about the directors and executive
officers of United Rentals and their ownership of United Rentals
common stock is set forth in the proxy statement for the United
Rentals 2011 annual meeting of stockholders, as filed with the SEC
on Schedule 14A on March 31, 2011. Information about the
directors and executive officers of RSC and their ownership of RSC
common stock is set forth in the proxy statement for the RSC 2011
annual meeting of stockholders, as filed with the SEC on Schedule
14A on March 16, 2011. Additional information regarding the
interests of those persons and other persons who may be deemed
participants in the proposed transaction may be obtained by reading
the joint proxy statement/prospectus regarding the proposed
transaction. You may obtain free copies of this document as
described in the preceding paragraph.
1 Adjusted EBITDA is a non-GAAP measure that excludes the impact
of the following special items: RSC merger related costs,
restructuring charges and stock compensation expense, net. See
table below for amounts.
2 Adjusted EPS is a non-GAAP measure that excludes the impact of
the following special items: RSC merger related costs,
restructuring and asset impairment charges and (losses) gains on
repurchase/retirement of debt securities and subordinated
convertible debentures and ABL amendment. See table below for
amounts.
3 The company’s 2012 outlook is exclusive of any impact of the
proposed RSC merger.
UNITED RENTALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In millions,
except per share amounts) Three Months
Ended Year Ended December 31, December 31,
2011
2010
2011
2010 Revenues: Equipment rentals $ 589 $
497 $ 2,151 $ 1,834 Sales of rental equipment 93 40 208 144 Sales
of new equipment 24 19 84 78 Contractor supplies sales 19 22 85 95
Service and other revenues 21 19
83 86
Total revenues 746
597 2,611
2,237 Cost of revenues: Cost of equipment
rentals, excluding depreciation 252 256 992 924 Depreciation of
rental equipment 111 100 423 389 Cost of rental equipment sales 69
29 142 103 Cost of new equipment sales 19 16 67 65 Cost of
contractor supplies sales 13 15 58 66 Cost of service and other
revenues 7 6 31 32
Total cost of revenues 471
422 1,713
1,579 Gross profit 275
175 898 658 Selling, general and
administrative expenses 109 96 407 367 RSC merger related costs 19
- 19 - Restructuring charge 14 15 19 34 Non-rental depreciation and
amortization 18 17 57
60
Operating income 115
47 396 197 Interest expense, net 58 85
228 255 Interest expense - subordinated convertible debentures, net
2 2 7 8 Other income, net (1 ) - (3 )
(3 )
Income (loss) from continuing operations
before provision (benefit) for income taxes 56
(40 ) 164 (63 ) Provision
(benefit) for income taxes 28 (23 ) 63
(41 )
Income (loss) from continuing
operations 28 (17 ) 101 (22
) Income (loss) from discontinued operation, net of
taxes 1 (4 ) - (4 )
Net income (loss) $ 29 $
(21 ) $ 101 $ (26
) Diluted earnings (loss) per share: Income
(loss) from continuing operations $ 0.39 $ (0.29 ) $ 1.38 $ (0.38 )
Income (loss) from discontinued operation -
(0.06 ) - (0.06 )
Net income (loss)
$ 0.39 $ (0.35 ) $
1.38 $ (0.44 )
UNITED RENTALS, INC. CONDENSED CONSOLIDATED BALANCE
SHEETS (In millions)
December 31,
December 31,
2011 2010 ASSETS Cash and cash equivalents $
36 $ 203 Accounts receivable, net 464 377 Inventory 44 39 Prepaid
expenses and other assets 75 37 Deferred taxes 104
69 Total current assets 723 725 Rental
equipment, net 2,617 2,280 Property and equipment, net 366 393
Goodwill and other intangible assets, net 372 227 Other long-term
assets 65 68
Total assets
$ 4,143 $ 3,693
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Short-term debt and current maturities of long-term debt $ 395 $
229 Accounts payable 206 132 Accrued expenses and other liabilities
263 208 Total current liabilities 864
569 Long-term debt 2,592 2,576 Subordinated convertible
debentures 55 124 Deferred taxes 470 385 Other long-term
liabilities 59 59
Total
liabilities 4,040 3,713
Temporary equity 39 - Common stock 1 1
Additional paid-in capital 487 492 Accumulated deficit (499 ) (600
) Accumulated other comprehensive income 75 87
Total stockholders' equity (deficit) 64
(20 ) Total liabilities and
stockholders' equity (deficit) $ 4,143
$ 3,693 UNITED RENTALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In
millions) Three Months
Ended
Year Ended
December 31,
December 31,
2011 2010
2011 2010 Cash Flows
From Operating Activities: Net income (loss) $ 29 $ (21 ) $ 101
$ (26 )
Adjustments to reconcile net income (loss)
to net cash provided byoperating activities:
Depreciation and amortization 129 117 480 449
Amortization of deferred financing costs
and originalissue discounts
5 6 22 23 Gain on sales of rental equipment (24 ) (11 ) (66 ) (41 )
Loss (gain) on sales of non-rental equipment - 1 (2 ) - Stock
compensation expense, net 3 2 12 8 RSC merger related costs 19 - 19
- Restructuring charge 14 15 19 34
Loss on repurchase/redemption of debt
securities and ABLamendment
3 25 3 28 Loss on retirement of subordinated convertible debentures
1 - 2 - Increase (decrease) in deferred taxes 23 (23 ) 39 (58 )
Changes in operating assets and liabilities: (Increase) decrease in
accounts receivable (2 ) 24 (62 ) (38 ) Decrease (increase) in
inventory 14 9 (3 ) 5 (Increase) decrease in prepaid expenses and
other assets (8 ) (1 ) (19 ) 61 (Decrease) increase in accounts
payable (33 ) (35 ) 68 4 (Decrease) increase in accrued expenses
and other liabilities (18 ) 1 (5 )
3 Net cash provided by operating activities 155 109
608 452
Cash Flows From Investing Activities:
Purchases of rental equipment (143 ) (59 ) (774 ) (346 ) Purchases
of non-rental equipment (12 ) (8 ) (36 ) (28 ) Proceeds from sales
of rental equipment 93 40 208 144 Proceeds from sales of non-rental
equipment 6 1 17 7 Purchases of other companies (78 )
- (276 ) - Net cash used in investing
activities (134 ) (26 ) (861 ) (223 )
Cash Flows From
Financing Activities: Proceeds from debt 430 1,942 1,892 3,423
Payments of debt, including subordinated convertible debentures
(430 ) (1,981 ) (1,813 ) (3,606 ) Payments of financing costs (16 )
(18 ) (16 ) (18 ) Proceeds from the exercise of common stock
options 4 1 35 1 Shares repurchased and retired - - (7 ) (1 )
Cash paid in connection with the 4 percent
Convertible SeniorNotes and related hedge, net
- - (11 ) - Excess tax benefits from share-based payment
arrangements, net - - -
(2 ) Net cash (used in) provided by financing
activities (12 ) (56 ) 80 (203 ) Effect of foreign exchange
rates 1 6 6 8
Net increase (decrease) in cash and cash equivalents
10 33 (167 ) 34 Cash and cash equivalents at beginning of period
26 170 203 169
Cash and cash equivalents at end of period $ 36
$ 203 $ 36 $ 203
Supplemental
disclosure of cash flow information:
Cash paid for interest, including
subordinated convertibledebentures
$ 62 $ 89 $ 203 $ 229 Cash paid (received) for income taxes,
net 4 - 24 (49 )
UNITED RENTALS, INC. SEGMENT
PERFORMANCE ($ in millions)
Three Months Ended Year Ended
December 31,
December 31,
2011 2010 Change 2011 2010
Change General Rentals Reportable segment
revenue $ 685 $ 555 23.4% $ 2,389 $ 2,071 15.4% Reportable segment
operating income 135 55 145.5% 377 199 89.4% Reportable segment
operating margin 19.7% 9.9% 9.8pp 15.8% 9.6% 6.2pp
Trench
Safety, Power & HVAC Reportable segment revenue $ 61 $ 42
45.2% $ 222 $ 166 33.7% Reportable segment operating income 13 7
85.7% 57 32 78.1% Reportable segment operating margin 21.3% 16.7%
4.6pp 25.7% 19.3% 6.4pp
Total United Rentals Total
revenue $ 746 $ 597 25.0% $ 2,611 $ 2,237 16.7% Total segment
operating income (1) 148 62 138.7% 434 231 87.9% Total segment
operating margin (1) 19.8% 10.4% 9.5pp 16.6% 10.3% 6.3pp (1)
Excludes unallocated RSC merger related costs and unallocated
restructuring charge.
DILUTED EARNINGS (LOSS) PER SHARE
CALCULATION (In millions, except per share data)
Three Months Ended
Year Ended
December 31,
December 31,
2011 2010 2011 2010
Income (loss) from continuing operations $ 28 $ (17 ) $ 101 $ (22 )
Convertible debt interest-1 7/8 % notes - -
- -
Income (loss) from continuing
operationsavailable to common stockholders
28 (17 ) 101 (22 ) Income (loss) from discontinued operation
1 (4 ) - (4 )
Net income (loss) available to
commonstockholders
$ 29 $ (21 ) $ 101 $ (26 ) Weighted-average common shares
62.7 60.6 62.2 60.5 Employee stock options and warrants 0.7 - 1.0 -
Convertible subordinated notes - 1 7/8 % 1.0 - 1.0 - Convertible
subordinated notes - 4 % 8.4 - 8.5 - Restricted stock units
0.6 - 0.6 - Weighted average
diluted shares 73.4 60.6 73.3 60.5 Diluted earnings
(loss) per share: Income (loss) from continuing operations $ 0.39 $
(0.29 ) $ 1.38 $ (0.38 ) Income (loss) from discontinued operation
- (0.06 ) - (0.06 ) Net income (loss) $
0.39 $ (0.35 ) $ 1.38 $ (0.44 )
UNITED RENTALS, INC.
ADJUSTED EARNINGS PER SHARE GAAP
RECONCILIATION
We define "Earnings per share from continuing operations -
adjusted" as the sum of (i) earnings (loss) per share from
continuing operations - GAAP, as reported plus the after-tax
impacts of (ii) RSC merger related costs, (iii) restructuring
charge, (iv) losses on repurchase/redemption of debt securities and
retirement of subordinated convertible debentures and ABL amendment
and (v) asset impairment charge. Management believes adjusted
earnings per share from continuing operations provides useful
information concerning future profitability. However, adjusted
earnings per share from continuing operations is not a measure of
financial performance under GAAP. Accordingly, adjusted earnings
per share from continuing operations should not be considered an
alternative to GAAP earnings (loss) per share from continuing
operations. The table below provides a reconciliation between
earnings (loss) per share from continuing operations - GAAP, as
reported, and earnings per share from continuing operations -
adjusted.
Three Months Ended Year
Ended December 31, December 31,
2011 2010
2011 2010
Earnings (loss) per share from
continuing operations - GAAP, as reported
$ 0.39 $ (0.29 ) $
1.38 $ (0.38 ) After-tax
impact of: RSC merger related costs (1) 0.25 - 0.25 -
Restructuring charge (2) 0.12 0.15 0.16 0.34
Losses on repurchase/redemption of debt
securitiesand retirement of subordinated convertible debentures
andABL amendment (3)
0.03 0.24 0.04 0.28 Asset impairment charge (4) 0.03 0.06
0.04 0.09
Earnings per share from continuing
operations - adjusted
$ 0.82 $ 0.16 $
1.87 $ 0.33 (1) Reflects transaction
costs associated with the proposed acquisition of RSC. (2)
Relates to branch closure charges and severance costs.
(3) Reflects losses on the
repurchase/retirement of debt securities and subordinated
convertible debentures, and writeoffs of debt issuance costs
associated with the October 2011 amendment of our ABL facility.
(4) Primarily reflects write-offs of leasehold improvements
and other fixed assets.
UNITED RENTALS, INC.
EBITDA AND ADJUSTED EBITDA GAAP
RECONCILIATION
(In millions)
EBITDA represents the sum of net income (loss), (income)
loss from discontinued operation, net of taxes, provision (benefit)
for income taxes, interest expense, net, interest
expense-subordinated convertible debentures, net, depreciation of
rental equipment, and non-rental depreciation and amortization.
Adjusted EBITDA represents EBITDA plus the sum of the RSC merger
related costs, restructuring charge, and stock compensation
expense, net. These items are excluded from adjusted EBITDA
internally when evaluating our operating performance and allow
investors to make a more meaningful comparison between our core
business operating results over different periods of time, as well
as with those of other similar companies. Management believes that
EBITDA and adjusted EBITDA, when viewed with the Company's results
under GAAP and the accompanying reconciliation, provide useful
information about operating performance and period-over-period
growth, and provide additional information that is useful for
evaluating the operating performance of our core business without
regard to potential distortions. Additionally, management believes
that EBITDA and adjusted EBITDA permit investors to gain an
understanding of the factors and trends affecting our ongoing cash
earnings, from which capital investments are made and debt is
serviced. However, EBITDA and adjusted EBITDA are not measures of
financial performance or liquidity under GAAP and, accordingly,
should not be considered as alternatives to net income (loss) or
cash flow from operating activities as indicators of operating
performance or liquidity. The table below provides a reconciliation
between net income (loss) and EBITDA and adjusted EBITDA.
Three Months Ended Year Ended December
31, December 31, 2011 2010
2011 2010 Net income (loss) $ 29 $ (21
) $ 101 $ (26 ) (Income) loss from discontinued operation, net of
taxes (1 ) 4 - 4 Provision (benefit) for income taxes 28 (23 ) 63
(41 ) Interest expense, net 58 85 228 255 Interest expense -
subordinated convertible debentures, net 2 2 7 8 Depreciation of
rental equipment 111 100 423 389 Non-rental depreciation and
amortization 18 17 57 60
EBITDA (A) 245 164 879
649 RSC merger related costs (1) 19 - 19 - Restructuring
charge (2) 14 15 19 34 Stock compensation expense, net (3) 3
2 12 8
Adjusted EBITDA
(B) $ 281 $ 181
$ 929 $ 691
(A) Our EBITDA margin was 32.8% and 27.5%
for the three months ended December 31, 2011 and 2010,
respectively, and 33.7% and 29.0% for the years ended December 31,
2011 and 2010, respectively.
(B) Our adjusted EBITDA margin was 37.7%
and 30.3% for the three months ended December 31, 2011 and 2010,
respectively, and 35.6% and 30.9% for the years ended December 31,
2011 and 2010, respectively.
(1) Reflects transaction costs associated with the proposed
acquisition of RSC. (2) Relates to branch closure charges
and severance costs. (3) Represents non-cash, share-based
payments associated with the granting of equity instruments.
UNITED RENTALS, INC.
RECONCILIATION OF NET CASH PROVIDED BY
OPERATING ACTIVITIES TO EBITDA AND ADJUSTED EBITDA
(In millions) Three
Months Ended Year Ended December 31, December
31, 2011 2010 2011 2010 Net
cash provided by operating activities $ 155 $ 109 $ 608 $ 452
Adjustments for items included in net cash
provided by operatingactivities but excluded from the calculation
of EBITDA:
(Income) loss from discontinued operation, net of taxes (1 ) 4 - 4
Amortization of deferred financing costs and original issue
discounts (5 ) (6 ) (22 ) (23 ) Gain on sales of rental equipment
24 11 66 41 (Loss) gain on sales of non-rental equipment - (1 ) 2 -
RSC merger related costs (1) (19 ) - (19 ) - Restructuring charge
(2) (14 ) (15 ) (19 ) (34 ) Stock compensation expense, net (3) (3
) (2 ) (12 ) (8 ) Loss on repurchase/redemption of debt securities
and ABL amendment (4) (3 ) (25 ) (3 ) (28 ) Loss on retirement of
subordinated convertible debentures (1 ) - (2 ) - Changes in assets
and liabilities 46 - 53 65
Cash paid for interest, including
subordinated convertibledebentures
62 89 203 229 Cash paid (received) for income taxes, net 4
- 24 (49 )
EBITDA
245 164 879 649 RSC merger
related costs (1) 19
- 19
- Restructuring charge (2)
14 15 19 34 Stock compensation expense, net (3) 3
2 12 8
Adjusted
EBITDA $ 281 $ 181
$ 929 $ 691 (1) Reflects
transaction costs associated with the proposed acquisition of RSC.
(2) Relates to branch closure charges and severance
costs. (3) Represents non-cash, share-based payments
associated with the granting of equity instruments.
(4) Reflects losses on the
repurchase/retirement of debt securities and writeoffs of debt
issuancecosts associated with the October 2011 amendment of our ABL
facility.
UNITED RENTALS, INC.
FREE CASH FLOW GAAP
RECONCILIATION
(In millions)
We define free cash flow as (i) net cash provided by
operating activities less (ii) purchases of rental and non-rental
equipment plus (iii) proceeds from sales of rental and non-rental
equipment and excess tax benefits from share-based payment
arrangements, net. Management believes that free cash flow provides
useful additional information concerning cash flow available to
meet future debt service obligations and working capital
requirements. However, free cash flow is not a measure of financial
performance or liquidity under GAAP. Accordingly, free cash flow
should not be considered an alternative to net income (loss) or
cash flow from operating activities as an indicator of operating
performance or liquidity. The table below provides a reconciliation
between net cash provided by operating activities and free cash
flow.
Three Months Ended Year Ended
December 31, December 31, 2011
2010 2011 2010 Net cash provided
by operating activities $ 155 $ 109 $ 608 $ 452 Purchases of rental
equipment (143 ) (59 ) (774 ) (346 ) Purchases of non-rental
equipment (12 ) (8 ) (36 ) (28 ) Proceeds from sales of rental
equipment 93 40 208 144 Proceeds from sales of non-rental equipment
6 1 17 7
Excess tax benefits from share-based
paymentarrangements, net
- - - (2 )
Free
cash flow $ 99 $ 83
$ 23 $ 227
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