<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 2000
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 1-14387
United Rentals, Inc.
Commission File No. 1-13663
United Rentals (North America), Inc.
(Exact names of registrants as specified in their charters)
<TABLE>
<S> <C>
Delaware 06-1522496
Delaware 06-1493538
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Nos.)
Five Greenwich Office Park,
Greenwich, Connecticut 06830
(Address of principal executive offices) (Zip Code)
</TABLE>
(203) 622-3131
(Registrants' telephone number, including area code)
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.
X Yes No
As of April 27, 2000, there were 72,065,712 shares of the United Rentals,
Inc. common stock, $.01 par value outstanding. There is no market for the
common stock of United Rentals (North America), Inc., all outstanding shares
of which are owned by United Rentals, Inc.
This combined Form 10-Q is separately filed by (i) United Rentals, Inc. and
(ii) United Rentals (North America), Inc. (which is a wholly owned subsidiary
of United Rentals, Inc.). United Rentals (North America), Inc. meets the
conditions set forth in general instruction H(1) (a) and (b) of Form 10-Q and
is therefore filing this form with the reduced disclosure format permitted by
such instruction.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
INDEX
<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
PART I FINANCIAL INFORMATION
Item 1 Unaudited Consolidated Financial Statements
United Rentals, Inc. Consolidated Balance Sheets as of March 31,
2000 and
December 31, 1999 (unaudited)................................... 4
United Rentals, Inc. Consolidated Statements of Operations for
the Three Months Ended March 31, 2000 and 1999 (unaudited)...... 5
United Rentals, Inc. Consolidated Statement of Stockholders'
Equity for the Three Months Ended March 31, 2000 (unaudited).... 6
United Rentals, Inc. Consolidated Statements of Cash Flows for
the Three Months Ended March 31, 2000 and 1999 (unaudited)...... 7
United Rentals (North America), Inc. Consolidated Balance Sheets
as of March 31, 2000
and December 31, 1999 (unaudited)............................... 8
United Rentals (North America), Inc. Consolidated Statements of
Operations for the
Three Months Ended March 31, 2000 and 1999 (unaudited).......... 9
United Rentals (North America), Inc. Consolidated Statement of
Stockholder's Equity for the Three Months Ended March 31, 2000
(unaudited)..................................................... 10
United Rentals (North America), Inc. Consolidated Statements of
Cash Flows for the
Three Months Ended March 31, 2000 and 1999 (unaudited).......... 11
Notes to Unaudited Consolidated Financial Statements............. 12
Management's Discussion and Analysis of Financial Condition and
Item 2 Results of Operations........................................... 20
Item 3 Quantitative and Qualitative Disclosures about Market Risk....... 26
PART II OTHER INFORMATION
Item 1 Legal Proceedings................................................ 26
Item 2 Changes in Securities and Use of Proceeds........................ 26
Item 6 Exhibits and Reports on Form 8-K................................. 27
Signatures....................................................... 28
</TABLE>
<PAGE>
Certain of the statements contained in this Report are forward looking in
nature. Such statements can be identified by the use of forward-looking
terminology such as "believes," "expects," "may," "will," "should," or
"anticipates" or the negative thereof or comparable terminology, or by
discussions of strategy. You are cautioned that our business and operations
are subject to a variety of risks and uncertainties and, consequently, our
actual results may materially differ from those projected by any forward-
looking statements. Certain of these factors are discussed in Item 2 of Part I
of this Report under the caption "--Factors that May Influence Future Results
and Accuracy of Forward-Looking Statements." We make no commitment to revise
or update any forward-looking statements in order to reflect events or
circumstances after the date any such statement is made.
UNITED RENTALS
United Rentals is North America's largest equipment rental company with 722
locations in 45 states, six Canadian provinces and Mexico. We offer for rent
more than 600 different types of equipment to customers that include
construction and industrial companies, manufacturers, utilities,
municipalities, homeowners and others. During the past year, we completed more
than 6.4 million rental transactions and served over 1.1 million customers.
We have the largest fleet of rental equipment in the world, with over
500,000 units having an original purchase price of approximately $3.0 billion.
Our fleet includes:
. light to heavy construction and industrial equipment, such as aerial
lifts, backhoes, skid-steer loaders, forklifts, ditching equipment,
earth moving equipment, material handling equipment, compressors, pumps
and generators;
. traffic control equipment, such as barricades, cones, warning lights,
message boards and pavement marking systems;
. trench safety equipment for below ground work, such as trench shields,
aluminum hydraulic shoring systems, slide rails, crossing plates,
construction lasers, and line testing equipment;
. special event equipment used for sporting, corporate and other large
events, such as light towers, air conditioning units, portable power
units, electrical cable, temporary kitchens and tents; and
. general tools and equipment, such as power washers, water pumps, heaters
and hand tools.
In addition to renting equipment, we sell used rental equipment, act as a
dealer for a variety of new equipment, and sell related merchandise, parts and
service.
We began operations in October 1997 and have grown through a combination of
internal same store growth, acquisitions and the opening of new rental
locations. In September 1998, we merged with U.S. Rentals, Inc. At the time of
the merger, U.S. Rentals was the second largest equipment rental company in
the United States based on 1997 rental revenues.
Competitive Advantages
We believe that we benefit from the following competitive advantages:
Large and Diverse Rental Fleet. We have the largest and most comprehensive
equipment rental fleet in the industry, which enables us to:
. attract customers by providing "one-stop" shopping;
. serve a diverse customer base, which reduces our dependence on any
particular customer or group of customers;
. serve large customers that require assurance that substantial quantities
of different types of equipment will be available as required on a
continuing basis; and
1
<PAGE>
. serve attractive specialty equipment rental markets, such as the traffic
control equipment market which should benefit from a portion of the more
than $200 billion allocated by the Transportation Equity Act for the
21st Century ("TEA-21") for the reconstruction of the nation's
transportation infrastructure.
Operating Efficiencies. We generally group our branches into clusters of 10
to 30 locations that are in the same geographic area. Our information
technology system enables each branch to access all available equipment within
a cluster. We believe that our cluster strategy produces significant operating
efficiencies by enabling us to: (1) market the equipment within a cluster
through multiple branches, (2) cross-market the equipment specialties of
different branches within each cluster, and (3) reduce costs by centralizing
common functions such as payroll, accounts payable and credit and collection
into 33 credit offices and four service centers. In 1999, approximately 9.4%
of our rental revenues, or $150 million, was attributable to equipment sharing
among branches.
Geographic Diversity. We have branches in 45 states, six Canadian provinces
and Mexico. We believe that our geographic diversity reduces the impact that
fluctuations in regional economic conditions have on our overall financial
performance. Our geographic diversity and large network of branch locations
also give us the ability to better serve National Account customers, better
serve customers that operate at multiple locations, and access used equipment
re-sale markets across the country.
Customer Diversity. Our customer base is highly diversified and ranges from
Fortune 500 companies to small companies and homeowners. We estimate that our
top ten customers accounted for approximately 1% of our revenues during 1999.
Strong and Motivated Branch Management. Each of our branches has a full-time
branch manager who is supervised by one of our 56 district managers and nine
regional vice presidents. We believe that our managers are among the most
knowledgeable and experienced in the industry, and we empower them--within
budgetary guidelines--to make day-to-day decisions concerning staffing,
pricing, equipment purchasing and other branch matters. Management closely
tracks branch, district and region performance with extensive systems and
controls, including performance benchmarks and detailed monthly operating
reviews. We promote equipment sharing among branches through our profit
sharing program, which directly ties the compensation of branch personnel to
their branch's financial performance and return on assets.
Significant Purchasing Power. We purchase large amounts of equipment and
other items, which enables us to negotiate favorable terms with our vendors.
We are continuing our efforts to increase our purchasing power by narrowing
our vendor base. We estimate that these efforts allowed us to reduce our
equipment purchase costs in 1999 by approximately $50 million, and our goal is
to increase these savings to a total of $150 million in 2000.
National Account Program. Our National Account sales force is dedicated to
establishing and expanding relationships with large customers, particularly
those with a national or multi-regional presence. We offer our National
Account customers the benefits of a consistent level of service across North
America and a single point of contact for all their equipment needs. We also
help them improve productivity by providing them with customized reports
regarding their equipment usage. Our National Account team currently includes
41 professionals. Revenues from National Account customers increased by
approximately 300% in 1999, to $89 million. Our target is to reach $175
million in 2000.
Information Technology System. Our information technology system facilitates
rapid and informed decision making and enables us to respond quickly to
changing market conditions. The system provides management with a wide range
of operating and financial data and enables branch personnel to search for
needed equipment throughout a geographic region, determine its closest
location and arrange for delivery to a customer's work site. An in-house group
of approximately 95 information technology specialists supports the system and
extends it to new locations. The system includes software developed by our
Wynne Systems(TM) subsidiary, which is the leading provider of proprietary
software for use by equipment rental companies in managing and operating
multiple branch locations.
2
<PAGE>
E-Rental Store(TM). In February 2000, we launched our business-to-business
e-commerce web site. The centerpiece of our site is the E-Rental Store(TM),
where customers can rent or buy equipment online, 24 hours a day, seven days a
week. The E-Rental Store(TM) is staffed by experienced managers, who have in-
depth product knowledge and real-time access to all our equipment. Customers
can also benefit from our URdata(TM) application, which gives them up-to-the-
minute reports on their business activity with us.
Risk Management and Safety Programs. We place great emphasis on risk
reduction and safety and believe that we have one of the most comprehensive
risk management and safety programs in the industry. Our risk management
department is staffed by 41 experienced professionals and is responsible for
implementing our safety programs and procedures, developing our employee and
customer training programs, and managing any claims asserted against us. We
estimate that in 1999 we had approximately 19% fewer accidents than comparable
companies, 45% lower workers' compensation claim costs and 50% lower liability
claims, resulting in significant cost savings.
Industry Background
Industry Size and Growth
The U.S. equipment rental industry has grown from about $6 billion in annual
rental revenues in 1989 to over $24 billion in 1999, representing a compound
annual growth rate of approximately 15%. This information is based on data
reported by Manfredi & Associates, Inc. In addition to reflecting general
economic growth, we believe that the growth in the equipment rental industry
is being driven by the following trends:
Recognition of Advantages of Renting. Equipment users are increasingly
recognizing the many advantages that equipment rental may offer compared
with ownership. They recognize that by renting they can:
. avoid the large capital investment required for equipment purchases;
. access a broad selection of equipment and select the equipment best
suited for each particular job;
. reduce storage and maintenance costs; and
. access the latest technology without investing in new equipment.
Outsourcing. Although growth in the equipment rental industry has to date
been largely driven by an increase in rentals by the construction industry,
we believe that the cost and other advantages of renting, together with the
general trend toward the corporate outsourcing of non-core competencies,
are increasingly leading industrial companies, municipalities, government
agencies, utilities and others to rent equipment.
3
<PAGE>
UNITED RENTALS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
---------------- ------------------
(In thousands, except share data)
<S> <C> <C>
ASSETS
Cash and cash equivalents................. $ 34,902 $ 23,811
Accounts receivable, net of allowance for
doubtful accounts of $53,042 in 2000 and
$50,736 in 1999.......................... 403,050 434,985
Inventory................................. 145,797 129,473
Prepaid expenses and other assets......... 100,499 81,457
Rental equipment, net..................... 1,734,636 1,659,733
Property and equipment, net............... 331,796 304,907
Intangible assets, net of accumulated
amortization of $63,840 in 2000 and
$51,231 in 1999.......................... 2,013,802 1,863,372
---------------- ----------------
$ 4,764,482 $ 4,497,738
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable........................ $ 313,200 $ 242,946
Debt.................................... 2,489,746 2,266,148
Deferred taxes.......................... 81,851 81,229
Accrued expenses and other liabilities.. 165,402 209,929
---------------- ----------------
Total liabilities..................... 3,050,199 2,800,252
Commitments and contingencies
Company-obligated mandatorily redeemable
convertible preferred securities of
a subsidiary trust....................... 300,000 300,000
Stockholders' equity:
Preferred stock--$.01 par value,
5,000,000 shares authorized:
Series A perpetual convertible
preferred stock--$300,000 liquidation
preference, 300,000 shares issued and
outstanding........................... 3 3
Series B perpetual convertible
preferred stock--$150,000 liquidation
preference, 150,000 shares issued and
outstanding........................... 2 2
Common stock--$.01 par value,
500,000,000 shares authorized,
72,062,743 shares issued and
outstanding in 2000 and 72,051,095 in
1999................................... 721 721
Additional paid-in capital.............. 1,217,124 1,216,968
Retained earnings....................... 196,886 179,475
Accumulated other comprehensive income.. (453) 317
---------------- ----------------
Total stockholders' equity............ 1,414,283 1,397,486
---------------- ----------------
$ 4,764,482 $ 4,497,738
================ ================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
UNITED RENTALS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------
2000 1999
--------- ---------
(In thousands,
except per share
data)
<S> <C> <C>
Revenues:
Equipment rentals...................................... $ 400,098 $ 288,385
Sales of rental equipment.............................. 70,332 35,943
Sales of equipment and merchandise and other revenues.. 108,532 67,981
--------- ---------
Total revenues.......................................... 578,962 392,309
Cost of revenues:
Cost of equipment rentals, excluding depreciation...... 174,300 125,819
Depreciation of rental equipment....................... 73,503 59,113
Cost of rental equipment sales......................... 41,086 20,842
Cost of equipment and merchandise sales and other
operating costs....................................... 84,089 52,544
--------- ---------
Total cost of revenues.................................. 372,978 258,318
--------- ---------
Gross profit............................................ 205,984 133,991
Selling, general and administrative expenses............ 101,850 65,260
Non-rental depreciation and amortization................ 20,018 12,170
--------- ---------
Operating income........................................ 84,116 56,561
Interest expense........................................ 49,683 24,373
Preferred dividends of a subsidiary trust............... 4,875 4,875
Other (income) expense, net............................. (204) (206)
--------- ---------
Income before provision for income taxes................ 29,762 27,519
Provision for income taxes.............................. 12,351 11,294
--------- ---------
Net income.............................................. $ 17,411 $ 16,225
========= =========
Basic earnings per share................................ $ 0.24 $ 0.24
========= =========
Diluted earnings per share.............................. $ 0.19 $ 0.18
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
UNITED RENTALS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Series A Series B
Perpetual Perpetual
Convertible Convertible
Preferred Stock Preferred Stock Common Stock
--------------- --------------- -----------------
Accumulated
Additional Other
Number Number Number Paid-in Retained Comprehensive Comprehensive
of Shares Amount of Shares Amount of Shares Amount Capital Earnings Income Income
--------- ------ --------- ------ ---------- ------ ---------- -------- ------------- -------------
(In thousands, except share amounts)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December
31, 1999......... 300,000 $3 150,000 $ 2 72,051,095 $721 $1,216,968 $179,475 $ 317
Comprehensive
income:
Net income....... 17,411 $17,411
Other
comprehensive
income:
Foreign currency
translation
adjustments..... (770) (770)
-------
Comprehensive
income........... $16,641
=======
Issuance of common
stock............ 2,815 50
Exercise of common
stock options.... 8,833 106
------- --- ------- --- ---------- ---- ---------- -------- -----
Balance, March 31,
2000............. 300,000 $3 150,000 $2 72,062,743 $721 $1,217,124 $196,886 $(453)
======= === ======= === ========== ==== ========== ======== =====
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
6
<PAGE>
UNITED RENTALS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------
2000 1999
--------- ---------
(In thousands)
<S> <C> <C>
Cash Flows From Operating Activities:
Net income.............................................. $ 17,411 $ 16,225
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 93,521 72,173
Gain on sale of rental equipment....................... (29,246) (15,101)
Deferred taxes......................................... 3,088 7,115
Changes in operating assets and liabilities:
Accounts receivable.................................... 50,331 (15,025)
Inventory.............................................. (10,787) (21,930)
Prepaid expenses and other assets...................... (16,942) (15,463)
Accounts payable....................................... 59,315 68,463
Accrued expenses and other liabilities................. (73,125) 14
--------- ---------
Net cash provided by operating activities.......... 93,566 96,471
Cash Flows From Investing Activities:
Purchases of rental equipment........................... (193,020) (114,990)
Purchases of property and equipment..................... (30,848) (25,809)
Proceeds from sales of rental equipment................. 70,332 35,943
In-process acquisition costs............................ (1,926) (585)
Payments of contingent purchase price................... (6,403) (661)
Purchases of other companies............................ (128,651) (144,046)
--------- ---------
Net cash used in investing activities.............. (290,516) (250,148)
Cash Flows From Financing Activities:
Proceeds from issuance of common stock, net of issuance
costs.................................................. 65,198
Proceeds from issuance of series A perpetual convertible
preferred stock, net of issuance costs................. 287,000
Proceeds from debt...................................... 438,778 444,971
Payments of debt........................................ (241,976) (548,784)
Proceeds from sale-leaseback............................ 12,000
Payments of financing costs............................. (86) (4,250)
Proceeds from the exercise of common stock options...... 95
--------- ---------
Net cash provided by financing activities.......... 208,811 244,135
Effect of foreign exchange rates........................ (770) (22)
--------- ---------
Net increase in cash and cash equivalents............... 11,091 90,436
Cash and cash equivalents at beginning of period........ 23,811 20,410
--------- ---------
Cash and cash equivalents at end of period.............. $ 34,902 $ 110,846
========= =========
Supplemental disclosure of cash flow information:
Cash paid for interest.................................. $ 55,154 $ 28,523
Cash paid for income taxes.............................. $ 37,401 $ 2,942
Supplemental disclosure of non-cash investing and
financing activities:
The Company acquired the net assets and assumed certain
liabilities of other companies as follows:
Assets, net of cash acquired........................... $ 192,580 $ 210,818
Liabilities assumed.................................... (63,929) (62,377)
Less:
Amounts paid through issuance of debt................ (4,395)
--------- ---------
Net cash paid...................................... $ 128,651 $ 144,046
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
7
<PAGE>
UNITED RENTALS (NORTH AMERICA), INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
---------------- ------------------
(In thousands, except share data)
<S> <C> <C>
ASSETS
Cash and cash equivalents................. $ 34,902 $ 23,811
Accounts receivable, net of allowance for
doubtful accounts of $53,042 in 2000 and
$50,736 in 1999.......................... 403,050 434,985
Inventory................................. 145,797 129,473
Prepaid expenses and other assets......... 55,163 37,125
Rental equipment, net..................... 1,734,636 1,659,733
Property and equipment, net............... 298,681 276,524
Intangible assets, net of accumulated am-
ortization of $63,840 in 2000 and $51,231
in 1999.................................. 2,013,802 1,863,372
---------------- ----------------
$ 4,686,031 $ 4,425,023
================ ================
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Accounts payable........................ $ 247,507 $ 212,565
Debt.................................... 2,489,746 2,266,148
Deferred taxes.......................... 81,851 81,229
Accrued expenses and other liabilities.. 157,944 171,807
---------------- ----------------
Total liabilities..................... 2,977,048 2,731,749
Commitments and contingencies
Stockholder's equity:
Common stock--$0.01 par value, 3,000
shares authorized, 1,000 shares issued
and outstanding........................
Additional paid-in capital.............. 1,507,475 1,507,330
Retained earnings....................... 201,961 185,627
Accumulated other comprehensive income.. (453) 317
---------------- ----------------
Total stockholder's equity............ 1,708,983 1,693,274
---------------- ----------------
$ 4,686,031 $4,425,023
================ ================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
8
<PAGE>
UNITED RENTALS (NORTH AMERICA), INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------
2000 1999
--------- ---------
(In thousands)
<S> <C> <C>
Revenues:
Equipment rentals...................................... $ 400,098 $ 288,385
Sales of rental equipment.............................. 70,332 35,943
Sales of equipment and merchandise and other revenues.. 108,532 67,981
--------- ---------
Total revenues........................................... 578,962 392,309
Cost of revenues:
Cost of equipment rentals, excluding depreciation...... 174,300 125,819
Depreciation of rental equipment....................... 73,503 59,113
Cost of rental equipment sales......................... 41,086 20,842
Cost of equipment and merchandise sales and other oper-
ating costs........................................... 84,089 52,544
--------- ---------
Total cost of revenues................................... 372,978 258,318
--------- ---------
Gross profit............................................. 205,984 133,991
Selling, general and administrative expenses............. 101,850 65,260
Non-rental depreciation and amortization................. 18,317 11,646
--------- ---------
Operating income......................................... 85,817 57,085
Interest expense......................................... 49,683 24,373
Other (income) expense, net.............................. (204) (346)
--------- ---------
Income before provision for income taxes................. 36,338 33,058
Provision for income taxes............................... 15,129 13,509
--------- ---------
Net income............................................... $ 21,209 $ 19,549
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
9
<PAGE>
UNITED RENTALS (NORTH AMERICA), INC.
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Common Stock
---------------- Additional Accumulated
Number Paid-In Retained Comprehensive Other Comprehensive
of Shares Amount Capital Earnings Income Income
--------- ------ ---------- -------- ------------- -------------------
(In thousands, except share data)
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31,
1999................... 1,000 $1,507,330 $185,627 $ 317
Comprehensive income:
Net income............. 21,209 $21,209
Other comprehensive
income:
Foreign currency
translation
adjustments.......... (770) (770)
-------
Comprehensive income.... $20,439
=======
Contributed capital from
parent................. 95
Dividend distribution to
parent................. (4,875)
----- --- ---------- -------- -----
Balance, March 31,
2000................... 1,000 $1,507,425 $201,961 $(453)
===== === ========== ======== =====
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
10
<PAGE>
UNITED RENTALS (NORTH AMERICA), INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------
2000 1999
--------- ---------
(In thousands)
<S> <C> <C>
Cash Flows From Operating Activities:
Net income.............................................. $ 21,209 $ 19,549
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 91,820 71,649
Gain on sale of rental equipment....................... (29,246) (15,101)
Deferred taxes......................................... 3,088 7,115
Changes in operating assets and liabilities:
Accounts receivable.................................... 50,331 (15,025)
Inventory.............................................. (10,787) (21,930)
Prepaid expenses and other assets...................... (17,892) 26,023
Accounts payable....................................... 24,002 61,468
Accrued expenses and other liabilities................. (42,472) (26,756)
--------- ---------
Net cash provided by operating activities............ 90,053 106,992
Cash Flows From Investing Activities:
Purchases of rental equipment........................... (193,020) (114,990)
Purchases of property and equipment..................... (24,386) (23,177)
Proceeds from sales of rental equipment................. 70,332 35,943
Payments of contingent purchase price................... (6,403) (661)
Purchases of other companies............................ (128,651) (144,046)
--------- ---------
Net cash used in investing activities................ (282,128) (246,931)
Cash Flows From Financing Activities:
Proceeds from debt...................................... 438,778 444,971
Payments of debt........................................ (241,976) (548,784)
Proceeds from sale-leaseback............................ 12,000
Payments of financing costs............................. (86) (4,250)
Capital contribution by parent.......................... 95 352,198
Dividend distribution to parent......................... (4,875) (4,875)
--------- ---------
Net cash provided by financing activities............ 203,936 239,260
Effect of foreign exchange rates........................ (770) (22)
--------- ---------
Net increase in cash and cash equivalents............... 11,091 99,299
Cash and cash equivalents at beginning of period........ 23,811 20,410
--------- ---------
Cash and cash equivalents at end of period.............. $ 34,902 $ 119,709
========= =========
Supplemental disclosure of cash flow information:
Cash paid for interest.................................. $ 50,279 $ 23,648
Cash paid for income taxes.............................. $ 37,401 $ 2,942
Supplemental disclosure of non-cash investing and
financing activities:
The Company acquired the net assets and assumed certain
liabilities of other companies as follows:
Assets, net of cash acquired........................... $ 192,580 $ 210,818
Liabilities assumed.................................... (63,929) (62,377)
Less:
Amounts paid through issuance of debt................ (4,395)
--------- ---------
Net cash paid...................................... $ 128,651 $ 144,046
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
11
<PAGE>
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
General
United Rentals, Inc., is principally a holding company ("Holdings" or the
"Company") and conducts its operations primarily through its wholly owned
subsidiary United Rentals (North America), Inc. ("URI") and subsidiaries of
URI. Separate footnote information is not presented for the financial
statements of URI and subsidiaries as that information is substantially
equivalent to that presented below. Earnings per share data is not provided
for the operating results of URI and its subsidiaries as they are wholly owned
subsidiaries of Holdings.
The Consolidated Financial Statements of the Company included herein are
unaudited and, in the opinion of management, such financial statements reflect
all adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the results of the interim periods presented. Interim financial
statements do not require all disclosures normally presented in year-end
financial statements, and, accordingly, certain disclosures have been omitted.
Results of operations for the three month period ended March 31, 2000 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2000. The Consolidated Financial Statements included herein
should be read in conjunction with the Company's Consolidated Financial
Statements and related Notes thereto included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1999.
Impact of Recently Issued Accounting Standards
In June 1999, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 137, "Accounting for Derivative
Instruments and Hedging Activities--Deferral of the Effective Date of FASB
Statement No. 133". This standard delays the effective date of SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities", for one year,
to fiscal years beginning after June 15, 2000. SFAS No. 133 establishes a new
model for accounting for derivatives and hedging activities. The adoption of
SFAS No. 133 is not expected to have a material effect on the Company's
consolidated financial position or results of operations.
Reclassifications
Certain prior year balances have been reclassified to conform to the 2000
presentation.
2.Acquisitions
During the three months ended March 31, 2000, the Company completed 16
acquisitions that were accounted for as purchases. The results of operations
of the businesses acquired in these acquisitions have been included in the
Company's results of operations from their respective acquisition dates.
The aggregate initial consideration paid by the Company for such
acquisitions that were accounted for as purchases was $139.9 million and
consisted entirely of cash. In addition, the Company repaid or assumed
outstanding indebtedness of the companies acquired in such acquisitions in the
aggregate amount of $30.4 million.
The purchase prices for such acquisitions have been allocated to the assets
acquired and liabilities assumed based on their respective fair values at
their respective acquisition dates. However, the Company has not completed its
valuation of all of its purchases and, accordingly, the purchase price
allocations are subject to change when additional information concerning asset
and liability valuations are completed.
The following table summarizes, on an unaudited pro forma basis, the results
of operations of the Company for the three months ended March 31, 2000 and
1999 as though (i) each acquisition summarized above which was consummated
during the three months ended March 31, 2000, was made on January 1, 2000, in
the case of the results for the three months ended March 31, 2000, and (ii)
each acquisition which was consummated during
12
<PAGE>
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
the period January 1, 1999 to March 31, 2000 as described above and in Note 3
to the Notes to Consolidated Financial Statements included in the Company's
1999 Annual Report on Form 10-K was made on January 1, 1999 in the case of the
results for the three months ended March 31, 1999 (in thousands, except per
share data):
<TABLE>
<CAPTION>
Three Months Ended March 31,
-----------------------------
2000 1999
-------------- --------------
<S> <C> <C>
Revenues.................................... $ 593,241 $ 519,177
Net income.................................. 18,026 12,351
Basic earnings per share.................... $ 0.25 $ 0.18
Diluted earnings per share.................. $ 0.19 $ 0.14
</TABLE>
The unaudited pro forma results are based upon certain assumptions and
estimates, which are subject to change. These results are not necessarily
indicative of the actual results of operations that might have occurred, nor
are they necessarily indicative of expected results in the future.
3. Revolving Credit Facility
The Company has a credit facility (the "Credit Facility") which enables URI
to borrow up to $772.5 million on a revolving basis and permits a Canadian
subsidiary of URI to directly borrow up to $40 million under the Credit
Facility (provided that the aggregate borrowings of URI and the Canadian
subsidiary do not exceed $772.5 million). The Credit Facility terminates on
September 26, 2003, at which time all outstanding indebtedness is due. There
was $454.5 million outstanding under the Credit Facility at March 31, 2000.
4. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings
per share (in thousands, except share and per share data):
<TABLE>
<CAPTION>
Three Months
Ended
March 31,
---------------
2000 1999
------- -------
<S> <C> <C>
Numerator:
Net income............................................. $17,411 $16,225
======= =======
Denominator:
Denominator for basic earnings per share--weighted-av-
erage shares.......................................... 72,059 69,012
Effect of dilutive securities:
Employee stock options............................... 1,234 5,499
Warrants............................................. 2,558 4,430
Series A perpetual convertible preferred stock....... 12,000 12,000
Series B perpetual convertible preferred stock....... 5,000
------- -------
Denominator for diluted earnings per share--adjusted
weighted-average shares............................... 92,851 90,941
======= =======
Basic earnings per share................................. $ 0.24 $ 0.24
======= =======
Diluted earnings per share............................... $ 0.19 $ 0.18
======= =======
</TABLE>
13
<PAGE>
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
5. Condensed Consolidating Financial Information Of Guarantor Subsidiaries
Certain indebtedness of URI is guaranteed by URI's United States
subsidiaries (the "guarantor subsidiaries") but is not guaranteed by URI's
foreign subsidiaries (the "non-guarantor subsidiaries"). The guarantor
subsidiaries are all wholly-owned and the guarantees are made on a joint and
several basis and are full and unconditional (subject to subordination
provisions and subject to a standard limitation which provides that the
maximum amount guaranteed by each guarantor will not exceed the maximum amount
that can be guaranteed without making the guarantee void under fraudulent
conveyance laws). All expenses incurred by URI have been charged by URI to its
guarantor and non guarantor subsidiaries. Separate consolidated financial
statements of the guarantor subsidiaries have not been presented because
management has determined that such information would not be material to
investors. However, condensed consolidating financial information as of March
31, 2000 and December 31, 1999 and for the three months ended March 31, 2000
and 1999, are presented. The condensed consolidating financial information of
URI and its subsidiaries are as follows:
CONDENSED CONSOLIDATING BALANCE SHEET
<TABLE>
<CAPTION>
March 31, 2000
---------------------------------------------------------------
Non-
Guarantor Guarantor Consolidated
URI Subsidiaries Subsidiaries Eliminations Total
---------- ------------ ------------ ------------ ------------
(In thousands)
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equiva-
lents.................. $ 32,788 $ 2,114 $ 34,902
Accounts receivable,
net.................... 373,439 29,611 403,050
Intercompany receivable
(payable).............. $2,070,324 (1,894,401) (175,923)
Inventory............... 136,916 8,881 145,797
Prepaid expenses and
other assets........... 41,644 13,519 55,163
Rental equipment, net... 1,617,543 117,093 1,734,636
Property and equipment,
net.................... 278,469 20,212 298,681
Investment in subsidiar-
ies.................... 2,102,834 $(2,102,834)
Intangible assets, net.. 1,886,982 126,820 2,013,802
---------- ---------- -------- ----------- ----------
$4,214,802 $2,431,736 $142,327 $(2,102,834) $4,686,031
========== ========== ======== =========== ==========
LIABILITIES AND STOCK-
HOLDER'S EQUITY
Liabilities:
Accounts payable....... $ 57,019 $ 171,937 $ 18,551 $ 247,507
Debt................... 2,414,323 43,602 31,821 2,489,746
Deferred taxes......... 81,086 765 81,851
Accrued expenses and
other liabilities..... 53,497 93,399 11,048 157,944
---------- ---------- -------- ----------- ----------
Total liabilities.... 2,524,839 390,024 62,185 2,977,048
Commitments and contin-
gencies
Stockholder's equity:
Common stock...........
Additional paid-in
capital................ 1,488,002 1,830,273 65,698 $(1,876,498) 1,507,475
Retained earnings...... 201,961 211,439 14,897 (226,336) 201,961
Accumulated other com-
prehensive income...... (453) (453)
---------- ---------- -------- ----------- ----------
Total stockholder's
equity.............. 1,689,963 2,041,712 80,142 (2,102,834) 1,708,983
---------- ---------- -------- ----------- ----------
$4,214,802 $2,431,736 $142,327 $(2,102,834) $4,686,031
========== ========== ======== =========== ==========
</TABLE>
14
<PAGE>
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
CONDENSED CONSOLIDATING BALANCE SHEET
<TABLE>
<CAPTION>
December 31, 1999
----------------------------------------------------------------
Non-
Guarantor Guarantor Consolidated
URI Subsidiaries Subsidiaries Eliminations Total
---------- ------------ ------------ ------------ ------------
(In thousands)
<S> <C> <C> <C> <C> <C>
Assets
Cash and cash equiva-
lents.................. $ 20,103 $ 3,708 $ 23,811
Accounts receivable,
net.................... 400,400 34,585 434,985
Intercompany receivable
(payable).............. $1,879,184 (1,694,122) (185,062)
Inventory............... 120,339 9,134 129,473
Prepaid expenses and
other assets........... 19,316 17,809 37,125
Rental equipment, net... 1,537,199 122,534 1,659,733
Property and equipment,
net.................... 257,073 19,451 276,524
Investment in subsidiar-
ies.................... 2,081,530 $(2,081,530)
Intangible assets, net.. 1,740,326 123,046 1,863,372
---------- ----------- --------- ----------- ----------
$3,980,030 $ 2,381,318 $ 145,205 $(2,081,530) $4,425,023
========== =========== ========= =========== ==========
Liabilities and Stock-
holder's Equity
Liabilities:
Accounts payable....... $ 26,578 $ 165,928 $ 20,059 $ 212,565
Debt................... 2,204,208 28,095 33,845 2,266,148
Deferred taxes......... 80,476 753 81,229
Accrued expenses and
other liabilities..... 75,710 85,295 10,802 171,807
---------- ----------- --------- ----------- ----------
Total liabilities.... 2,306,496 359,794 65,459 2,731,749
Commitments and contin-
gencies
Stockholder's equity:
Common stock...........
Additional paid-in
capital................ 1,487,907 1,830,182 65,644 $(1,876,403) 1,507,330
Retained earnings...... 185,627 191,342 13,785 (205,127) 185,627
Accumulated other com-
prehensive income...... 317 317
---------- ----------- --------- ----------- ----------
Total stockholder's
equity.............. 1,673,534 2,021,524 79,746 (2,081,530) 1,693,274
---------- ----------- --------- ----------- ----------
$3,980,030 $ 2,381,318 $ 145,205 $(2,081,530) $4,425,023
========== =========== ========= =========== ==========
</TABLE>
15
<PAGE>
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
For the Three Months Ended March 31, 2000
-----------------------------------------------------------
Non-
Guarantor Guarantor Consolidated
URI Subsidiaries Subsidiaries Eliminations Total
--- ------------ ------------ ------------ ------------
(In thousands)
<S> <C> <C> <C> <C> <C>
Revenues:
Equipment rentals..... $378,635 $21,463 $400,098
Sales of rental equip-
ment................. 63,856 6,476 70,332
Sales of equipment and
merchandise and other
revenues............. 101,107 7,425 108,532
------- -------- ------- -------- --------
Total revenues.......... 543,598 35,364 578,962
Cost of revenues:
Cost of equipment
rentals, excluding
depreciation......... 163,071 11,229 174,300
Depreciation of rental
equipment............ 68,960 4,543 73,503
Cost of rental equip-
ment sales........... 36,782 4,304 41,086
Cost of equipment and
merchandise sales and
other operating
costs................ 77,870 6,219 84,089
------- -------- ------- -------- --------
Total cost of revenues.. 346,683 26,925 372,978
------- -------- ------- -------- --------
Gross profit............ 196,915 9,069 205,984
Selling, general and ad-
ministrative
expenses............... 96,523 5,327 101,850
Non-rental depreciation
and amortization....... 17,044 1,273 18,317
------- -------- ------- -------- --------
Operating income........ 83,348 2,469 85,817
Interest expense........ 48,863 820 49,683
Other (income) expense,
net.................... 49 (253) (204)
------- -------- ------- -------- --------
Income before provision
for income taxes ...... 34,436 1,902 36,338
Provision for income
taxes.................. 14,339 790 15,129
------- -------- ------- -------- --------
Income before equity in
net earnings
of subsidiaries........ 20,097 1,112 $(21,209)
Equity in net earnings
of subsidiaries........ $21,209 21,209
------- -------- ------- -------- --------
Net income ............. $21,209 $ 20,097 $ 1,112 $(21,209) $ 21,209
======= ======== ======= ======== ========
</TABLE>
16
<PAGE>
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
For the Three Months Ended March 31, 1999
-----------------------------------------------------------
Non-
Guarantor Guarantor Consolidated
URI Subsidiaries Subsidiaries Eliminations Total
--- ------------ ------------ ------------ ------------
(In thousands)
<S> <C> <C> <C> <C> <C>
Revenues:
Equipment rentals..... $275,037 $13,348 $288,385
Sales of rental equip-
ment................. 33,264 2,679 35,943
Sales of equipment and
merchandise and other
revenues............. 62,845 5,136 67,981
------- -------- ------- -------- --------
Total revenues.......... 371,146 21,163 392,309
Cost of revenues:
Cost of equipment
rentals, excluding
depreciation......... 118,630 7,189 125,819
Depreciation of rental
equipment............ 56,340 2,773 59,113
Cost of rental equip-
ment sales........... 19,529 1,313 20,842
Cost of equipment and
merchandise sales and
other operating
costs................ 48,869 3,675 52,544
------- -------- ------- -------- --------
Total cost of revenues.. 243,368 14,950 258,318
------- -------- ------- -------- --------
Gross profit............ 127,778 6,213 133,991
Selling, general and ad-
ministrative
expenses............... 61,383 3,877 65,260
Non-rental depreciation
and amortization....... 11,003 643 11,646
------- -------- ------- -------- --------
Operating income........ 55,392 1,693 57,085
Interest expense........ 24,278 95 24,373
Other (income) expense,
net.................... (141) (205) (346)
------- -------- ------- -------- --------
Income before provision
for income taxes ...... 31,255 1,803 33,058
Provision for income
taxes.................. 12,658 851 13,509
------- -------- ------- -------- --------
Income before equity in
net earnings
of subsidiaries........ 18,597 952 $(19,549)
Equity in net earnings
of subsidiaries........ $19,549 19,549
------- -------- ------- -------- --------
Net income.............. $19,549 $ 18,597 $ 952 $(19,549) $ 19,549
======= ======== ======= ======== ========
</TABLE>
17
<PAGE>
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
CONDENSED CONSOLIDATING CASH FLOW INFORMATION
<TABLE>
<CAPTION>
For the Three Months Ended March 31, 2000
----------------------------------------------------------------
Guarantor Non-guarantor
URI Subsidiaries Subsidiaries Eliminations Consolidated
--------- ------------- ------------- ------------ ------------
(In thousands)
<S> <C> <C> <C> <C> <C>
Net cash provided by
(used in) operating
activities............. $ (61,800) $ 149,630 $ 2,223 $ 90,053
Cash flows from
investing activities:
Purchases of rental
equipment............. (186,482) (6,538) (193,020)
Purchases of property
and equipment......... (23,424) (962) (24,386)
Proceeds from sales of
rental equipment...... 63,856 6,476 70,332
Payments of contingent
purchase price........ (6,403) (6,403)
Purchases of other
companies............. (128,651) (128,651)
--------- --------- ------- ---- ---------
Net cash used in
investing
activities.......... (128,651) (152,453) (1,024) (282,128)
Cash flows from
financing activities:
Proceeds from debt..... 419,125 19,653 438,778
Payments of debt....... (235,808) (4,145) (2,023) (241,976)
Proceeds from sale-
leaseback............. 12,000 12,000
Payments of financing
costs................. (86) (86)
Capital contribution
by parent............. 95 95
Dividend distribution
to parent............. (4,875) (4,875)
--------- --------- ------- ---- ---------
Net cash provided by
(used in) financing
activities.......... 190,451 15,508 (2,023) 203,936
Effect of foreign
exchange rates......... (770) (770)
--------- --------- ------- ---- ---------
Net increase (decrease)
in cash and cash
equivalents............ 12,685 (1,594) 11,091
Cash and cash
equivalents at
beginning of period.... 20,103 3,708 23,811
--------- --------- ------- ---- ---------
Cash and cash
equivalents at end of
period................. $ 32,788 $ 2,114 $ 34,902
========= ========= ======= ==== =========
Supplemental disclosure
of cash flow
information:
Cash paid for interest.. $ 49,479 $ 194 $ 606 $ 50,279
Cash paid for income
taxes.................. $ 31,203 $ 6,198 $ 37,401
Supplemental disclosure
of non-cash investing
and financing
activities:
The Company acquired the
net assets and assumed
certain liabilities of
other companies as
follows:
Assets, net of cash
acquired.............. $ 192,580 $ 192,580
Liabilities assumed.... (63,929) (63,929)
--------- --------- ------- ---- ---------
Net cash paid........ $ 128,651 $ 128,651
========= ========= ======= ==== =========
</TABLE>
18
<PAGE>
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
CONDENSED CONSOLIDATING CASH FLOW INFORMATION
<TABLE>
<CAPTION>
For the Three Months Ended March 31, 1999
----------------------------------------------------------------
Guarantor Non-guarantor
URI Subsidiaries Subsidiaries Eliminations Consolidated
--------- ------------- ------------- ------------ ------------
(In thousands)
<S> <C> <C> <C> <C> <C>
Net cash provided by
(used in) operating
activities............. $ (30,602) $ 96,726 $ 40,868 $ 106,992
Cash flows from
investing activities:
Purchases of rental
equipment............. (103,437) (11,553) (114,990)
Purchases of property
and equipment......... (22,935) (242) (23,177)
Proceeds from sales of
rental equipment...... 33,264 2,679 35,943
Payments of contingent
purchase price........ (661) (661)
Purchases of other
companies............. (112,403) (31,643) (144,046)
--------- --------- -------- ---- ---------
Net cash used in
investing
activities.......... (112,403) (93,108) (41,420) (246,931)
Cash flows from
financing activities:
Proceeds from debt..... 437,909 6,669 393 444,971
Payments of debt....... (543,515) (5,269) (548,784)
Payments of financing
costs................. (4,250) (4,250)
Capital contribution
by parent............. 352,198 352,198
Dividend distribution
to parent............. (4,875) (4,875)
--------- --------- -------- ---- ---------
Net cash provided by
financing
activities.......... 237,467 1,400 393 239,260
Effect of foreign
exchange rates......... (22) (22)
--------- --------- -------- ---- ---------
Net increase (decrease)
in cash and cash
equivalents............ 94,462 5,018 (181) 99,299
Cash and cash
equivalents at
beginning of period.... 1,774 16,257 2,379 20,410
--------- --------- -------- ---- ---------
Cash and cash
equivalents at end of
period................. $ 96,236 $ 21,275 $ 2,198 $ 119,709
========= ========= ======== ==== =========
Supplemental disclosure
of cash flow
information:
Cash paid for interest.. $ 21,099 $ 2,454 $ 95 $ 23,648
Cash paid for income
taxes.................. $ 1,620 $ 1,322 $ 2,942
Supplemental disclosure
of non-cash investing
and financing
activities:
The Company acquired the
net assets and assumed
certain liabilities of
other companies as
follows:
Assets, net of cash
acquired.............. $ 165,665 $ 45,153 $ 210,818
Liabilities assumed.... (48,867) (13,510) (62,377)
Less:
Amounts paid through
issuance of debt.... (4,395) (4,395)
--------- --------- -------- ---- ---------
Net cash paid...... $ 112,403 $ 31,643 $ 144,046
========= ========= ======== ==== =========
</TABLE>
6. Subsequent Events
Completed Acquisitions
Subsequent to March 31, 2000 (through April 27, 2000), the Company completed
the acquisitions of six equipment rental companies. The aggregate
consideration paid by the Company for these acquisitions was $43.8 million in
cash. In addition, the Company repaid or assumed outstanding indebtedness of
the companies acquired in such acquisitions in the aggregate amount of $1.7
million. The Company funded the consideration for these acquisitions with
borrowings under the Company's revolving credit facility.
Effective May 12, 2000, in connection with certain amendments to the
agreement governing the Credit Facility, the Eurodollar Rate borrowing under
the Credit Facility was increased by 0.25%.
19
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion reviews the Company's operations for the three
months ended March 31, 2000 and 1999 and should be read in conjunction with
the Unaudited Consolidated Financial Statements and related Notes thereto of
the Company included herein and the Consolidated Financial Statements and
related Notes thereto included in the Company's 1999 Annual Report on Form 10-
K.
Introduction
The Company commenced equipment rental operations in October 1997 and has
completed 214 acquisitions (through April 27, 2000), including a merger with
U.S. Rentals (the "U.S. Rentals Merger") which was completed in September
1998.
Three of the acquisitions completed by the Company (including the U.S.
Rentals Merger) were accounted for as "poolings-of-interests," and the
Company's financial statements have been restated to include the accounts of
two of the companies acquired in such transactions (but were not restated for
one that was not material). The other 211 acquisitions completed by the
Company were accounted for as "purchases". The results of operations of the
businesses acquired in these acquisitions are included in the Company's
financial statements only from their respective dates of acquisition. In view
of the fact that the Company's operating results for 2000 and 1999 were
impacted by acquisitions that were accounted for as purchases, the Company
believes that the results of its operations for such periods are not directly
comparable.
United Rentals, Inc. ("Holdings") is principally a holding company and
primarily conducts its operations through its wholly owned subsidiary, United
Rentals (North America), Inc. ("URI"), and subsidiaries of URI.
General
The Company primarily derives revenues from the following sources: (i)
equipment rental (including additional fees that may be charged for equipment
delivery, fuel, repair of rental equipment, and damage waivers), (ii) the sale
of rental equipment, (iii) the sale of equipment and (iv) the sale of related
merchandise and parts.
Cost of operations consists primarily of depreciation costs associated with
rental equipment, the cost of repairing and maintaining rental equipment, the
cost of rental equipment and equipment and other merchandise sold, personnel
costs, occupancy costs and supplies.
The Company records rental equipment expenditures at cost and depreciates
equipment using the straight-line method over the estimated useful life (which
ranges from 2 to 10 years), after giving effect to an estimated salvage value
of 0% to 10% of cost.
Selling, general and administrative expenses primarily include sales
commissions, advertising and marketing expenses, management salaries, and
clerical and administrative overhead.
Non-rental depreciation and amortization includes (i) depreciation expense
associated with equipment that is not offered for rent (such as vehicles,
computers and office equipment) and amortization expense associated with
leasehold improvements and (ii) the amortization of intangible assets. The
Company's intangible assets include non-compete agreements and goodwill, which
represents the excess of the purchase price of acquired companies over the
estimated fair market value of the net assets acquired.
Results of Operations
Three months ended March 31, 2000 and 1999
Revenues. Total revenues for the first three months of 2000 were $579.0
million, representing an increase of 47.6% over total revenues of $392.3
million for the first three months of 1999. The Company's revenues in
20
<PAGE>
the first three months of 2000 and 1999 were attributable to: (i) equipment
rental ($400.1 million, or 69.1% of revenues, in the first three months of
2000 compared to $288.4 million, or 73.5% of revenues, in the first three
months of 1999), (ii) sales of rental equipment ($70.3 million, or 12.1% of
revenues, in the first three months of 2000 compared to $35.9 million, or 9.2%
of revenues, in the first three months of 1999) and (iii) sales of equipment
and merchandise and other revenues ($108.5 million, or 18.7% of revenues, in
the first three months of 2000 compared to $68.0 million, or 17.3% of
revenues, in the first three months of 1999).
The 47.6% increase in total revenues in the first three months of 2000
reflected (i) increased revenues at locations open more than one year (which
accounted for approximately 16.6 percentage points) and (ii) new rental
locations acquired through acquisitions and the opening of start-up locations
(which accounted for approximately 31.0 percentage points). The increase in
revenues at locations open more than one year primarily reflected (a) an
increase in the volume of rental transactions, (b) an expansion of the product
lines offered by the Company for sale, (c) an increase in the sale of related
merchandise and parts which was driven by the increase in equipment rental and
sales transactions and (d) an increase in the sale of used equipment in order
to maintain the quality of the Company's rental fleet.
Gross Profit. Gross profit increased to $206.0 million in the first three
months of 2000 from $134.0 million in the first three months of 1999. This
increase in gross profit was primarily attributable to the increase in
revenues described above. The Company's gross profit margin by source of
revenue in the first three months of 2000 and 1999 was: (i) equipment rental
(38.1% in the first three months of 2000 and 35.9% in the first three months
of 1999), (ii) sales of rental equipment (41.6% in the first three months of
2000 and 42.0% in the first three months of 1999) and (iii) sales of equipment
and merchandise and other revenues (22.5% in the first three months of 2000
and 22.7% in the first three months of 1999). The increase in the gross profit
margin from rental revenues in the first three months of 2000 was primarily
attributable to economies of scale.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses ("SG&A") were $101.9 million, or 17.6% of total
revenues, during the first three months of 2000 and $65.3 million, or 16.6% of
total revenues, during the first three months of 1999. The increase in SG&A as
a percentage of revenues in the first three months of 2000 primarily reflected
the increase in expenses associated with the Company's newly acquired traffic
control and northern climate businesses, which typically generate a majority
of their revenues in the second half of the year.
Non-rental Depreciation and Amortization. Non-rental depreciation and
amortization was $20.0 million, or 3.5% of total revenues, in the first three
months of 2000 and $12.2 million, or 3.1% of total revenues, in the first
three months of 1999. The increase in the dollar amount of non-rental
depreciation and amortization in the first three months of 2000 primarily
reflected the amortization of goodwill attributable to acquisitions completed
subsequent to the first quarter of 1999.
Interest Expense. Interest expense increased to $49.7 million in the first
three months of 2000 from $24.4 million in the first three months of 1999.
This increase primarily reflected the fact that the Company's indebtedness
significantly increased subsequent to the first quarter of 1999, principally
to fund acquisitions.
Preferred Dividends of a Subsidiary Trust. Preferred dividends of a
subsidiary trust of Holdings were $4.9 million for the first three months of
2000 and 1999.
Other (Income) Expense. Other income was $0.2 million in the first three
months of 2000 and 1999.
Income Taxes. Income taxes increased to $12.4 million, or an effective rate
of 41.5%, in the first three months of 2000 from $11.3 million, or an
effective rate of 41.0%, in the first three months of 1999.
21
<PAGE>
Liquidity and Capital Resources
Sources and Uses of Cash
During the first three months of 2000, the Company (i) generated cash from
operations of approximately $93.6 million, (ii) generated cash from the sale
of rental equipment of approximately $70.3 million and (iii) obtained net
proceeds from financing activities, principally borrowings under the Company's
revolving credit facility, of approximately $208.8 million. The Company used
cash during this period principally to (i) pay consideration for acquisitions
(approximately $128.7 million), (ii) purchase rental equipment (approximately
$193.0 million) and (iii) purchase other property and equipment (approximately
$30.8 million).
Certain Balance Sheet Changes
The acquisitions and the equipment purchases made by the Company in the
first three months of 2000 (and the financing of such acquisitions and
purchases) were the principal reasons for the increase in the following items
at March 31, 2000 compared with December 31, 1999: inventory, prepaid expenses
and other assets, rental equipment, property and equipment, intangible assets,
accounts payable and debt. The decrease in accounts receivable at March 31,
2000 compared with December 31, 1999 was primarily due to collections of
accounts receivable generated in the seasonally strong prior fiscal quarter.
The decrease in accrued expenses and other liabilities at March 31, 2000
compared with December 31, 1999 was primarily due to the payment of certain
accrued bonus compensation and income tax.
Certain Information Concerning the Company's Credit Facility
URI has a revolving credit facility (the "Credit Facility") that enables URI
to borrow up to $772.5 million on a revolving basis and permits a Canadian
subsidiary of URI to directly borrow up to $40.0 million under the Credit
Facility (provided that the aggregate borrowings of URI and the Canadian
subsidiary do not exceed $772.5 million). The Credit Facility terminates on
September 26, 2003, at which time all outstanding indebtedness is due. As of
May 5, 2000, there was $493.8 million of indebtedness outstanding under the
Credit Facility (not including undrawn outstanding letters of credit in the
amount of $26.5 million). Effective May 12, 2000, in connection with certain
amendments to the agreement governing the Credit Facility, the Eurodollar Rate
borrowing under the Credit Facility was increased by 0.25%.
Cash Requirements Related to Operations
The Company's principal existing sources of cash are borrowings available
under the Credit Facility ($252.2 million available as of May 5, 2000) and
cash generated from operations.
The Company expects that its principal needs for cash relating to its
existing operations over the next 12 months will be to fund (i) operating
activities and working capital, (ii) the purchase of rental equipment and
inventory of items offered for sale and (iii) debt service. The Company plans
to fund such cash requirements relating to its existing operations from its
existing sources of cash described above.
The Company estimates that equipment expenditures over the next 12 months
will be approximately $750 million for the existing operations of the Company.
These expenditures are comprised of approximately $450 million of expenditures
to maintain the average age of the Company's rental fleet and $300 million of
discretionary expenditures to increase the size of the Company's rental fleet.
The Company expects that it will fund such expenditures from a combination of
approximately $330 million of proceeds expected to be generated from the sale
of used equipment, cash generated from operations and, if required, borrowings
available under the Credit Facility. In addition, the Company expects that it
will be required to make equipment expenditures in connection with new
acquisitions. The Company cannot quantify at this time the amount of equipment
expenditures that will be required in connection with new acquisitions.
Principal elements of the Company's strategy include continued expansion
through a disciplined acquisition program and the opening of new rental
locations. The Company expects to pay for future acquisitions using cash,
22
<PAGE>
capital stock, notes and/or assumption of indebtedness. To the extent that the
Company's existing sources of cash described above are not sufficient to fund
such future acquisitions, the Company will require additional financing and,
consequently, the Company's indebtedness may increase as the Company
implements its growth strategy. There can be no assurance, however, that any
additional financing will be available or, if available, will be on terms
satisfactory to the Company.
Based upon the terms of the Company's currently outstanding indebtedness,
the Company is scheduled to repay debt principal of approximately $34.2
million during the one-year period from April 1, 2000 to March 31, 2001.
Relationship Between Holdings and URI
Holdings is principally a holding company and primarily conducts its
operations through its wholly owned subsidiary URI and subsidiaries of URI.
Holdings provides certain services to URI in connection with its operations.
These services principally include: (i) senior management services, (ii)
finance related services and support, (iii) information technology systems and
support and (iv) acquisition related services. In addition, Holdings leases
certain equipment and real property that are made available for use by URI and
its subsidiaries. URI has made, and expects to continue to make, certain
payments to Holdings in respect of the services provided by Holdings to the
Company. The expenses relating to URI's payments to Holdings are reflected on
URI's financial statements as selling, general and administrative expenses. In
addition, although not legally obligated to do so, URI has in the past, and
expects that it will in the future, make distributions to Holdings to, among
other things, enable Holdings to pay dividends on certain preferred securities
(the "Trust Preferred Securities") that were issued by a subsidiary trust of
Holdings in August 1998.
The Trust Preferred Securities are the obligation of a subsidiary trust of
Holdings and are not the obligation of URI. As a result, the dividends payable
on these securities are reflected as an expense on the consolidated financial
statements of Holdings, but are not reflected as an expense on the
consolidated financial statements of URI. This is the principal reason why the
net income reported on the consolidated financial statements of URI is higher
than the net income reported on the consolidated financial statements of
Holdings.
Year 2000
In prior years, the Company discussed the nature of its plans to become Year
2000 compliant. As a result of those planning and implementation efforts, the
Company experienced no significant disruptions in mission critical information
technology and non-information technology systems and believes those systems
successfully responded to the Year 2000 date change. The Company is not aware
of any material problems resulting from Year 2000 issues, either with its
equipment, its internal systems, or the products and services of third
parties. The Company will continue to monitor its mission critical computer
applications and those of its suppliers and vendors throughout the Year 2000.
Inflation
Although the Company cannot accurately anticipate the effect of inflation on
its operations, the Company believes that inflation has not had, and is not
likely in the foreseeable future to have, a material impact on its results of
operations.
Recently Issued Accounting Standards
In June 1999, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 137, "Accounting for Derivative
Instruments and Hedging Activities--Deferral of the Effective Date of FASB
Statement No. 133". This standard delays the effective date of SFAS No. 133,
"Accounting for Derivative Instrument and Hedging Activities", for one year,
to fiscal years beginning after June 15, 2000. SFAS No. 133 establishes a new
model for accounting for derivatives and hedging activities. The
23
<PAGE>
adoption of SFAS No. 133 is not expected to have a material effect on the
Company's consolidated financial position or results of operations.
Factors that May Influence Future Results and Accuracy of Forward-Looking
Statements
Sensitivity to Changes in Construction and Industrial Activities
Our equipment is principally used in connection with construction and
industrial activities. Consequently, a downturn in construction or industrial
activity may lead to a decrease in demand for our equipment, which could
adversely affect our business. We have identified below certain of the factors
which may cause such a downturn, either temporarily or long-term:
. a general slow-down of the economy;
. an increase in interest rates;
. adverse weather conditions which may temporarily affect a particular
region; or
. government funding for highway and other construction projects does not
reach expected levels.
Certain Risks Relating to Acquisitions
We have grown, in part, through acquisitions and expect to make additional
acquisitions. The making of acquisitions entails certain risks, including:
. acquired companies could have hidden liabilities that we fail to
discover during our due diligence investigations;
. we may have difficulty in assimilating the operations and personnel of
the acquired company with our existing operations;
. we may lose key employees of the acquired company; and
. we may have difficulty maintaining uniform standards, controls,
procedures and policies.
Dependence on Additional Capital to Finance Growth
We will require substantial capital in order to execute our growth strategy.
We will require capital for, among other purposes, completing acquisitions,
establishing new rental locations, and acquiring rental equipment. If the cash
that we generate from our business, together with cash that we may borrow under
our credit facility, is not sufficient to fund our capital requirements, we
will require additional debt and/or equity financing. We cannot, however, be
certain that any additional financing will be available or, if available, will
be available on terms that are satisfactory to us. If we are unable to obtain
sufficient additional capital in the future, our ability to implement our
growth strategy could be limited.
Dependence on Management
We are highly dependent upon our senior management team. Consequently, our
business could be adversely affected in the event that we lose the services of
any member of senior management. Furthermore, if we lose the services of
certain members of senior management, it is an event of default under the
agreements governing our credit facility and certain of our other indebtedness,
unless we appoint replacement officers satisfactory to the lenders within 30
days. We do not maintain "key man" life insurance with respect to members of
senior management.
Competition
The equipment rental industry is highly fragmented and competitive. Our
competitors primarily include small, independent businesses with one or two
rental locations; regional competitors which operate in one or
24
<PAGE>
more states; public companies or divisions of public companies; and equipment
vendors and dealers who both sell and rent equipment directly to customers. We
may in the future encounter increased competition from our existing
competitors or from new companies. In addition, certain equipment
manufacturers may commence (or increase their existing efforts relating to)
renting and selling equipment directly to our customers.
Fluctuations of Operating Results
We expect that our revenues and operating results may fluctuate from quarter
to quarter or over the longer term due to a number of factors, including:
. seasonal rental patterns of our customers--with rental activity tending
to be lower in the winter;
. the timing of expenditures for new equipment and the disposition of used
equipment;
. changes in demand for our equipment or the prices therefor due to
changes in economic conditions, competition or other factors; and
. increases in the interest rates applicable to our floating rate debt.
Liability and Insurance
We are exposed to various possible claims relating to our business. These
include claims relating to (1) personal injury or death caused by equipment
rented or sold by us, (2) motor vehicle accidents involving our delivery and
service personnel and (3) employment related claims. We carry a broad range of
insurance for the protection of our assets and operations. However, such
insurance may not fully protect us for a number of reasons, including:
. our coverage is subject to a deductible of $1.0 million and limited to a
maximum of $97 million per occurrence;
. we do not maintain coverage for environmental liability, since we
believe that the cost for such coverage is high relative to the benefit
that it provides; and
. certain types of claims, such as claims for punitive damages or for
damages arising from intentional misconduct, which are often alleged in
third party lawsuits, might not be covered by our insurance.
We cannot be certain that insurance will continue to be available to us on
economically reasonable terms, if at all.
Environmental and Safety Regulations
There are numerous federal, state and local laws and regulations governing
environmental protection and occupational health and safety matters. These
include laws and regulations that govern wastewater discharges, the use,
treatment, storage and disposal of solid and hazardous wastes and materials,
air quality and the remediation of contamination associated with the release
of hazardous substances. Under these laws, an owner or lessee of real estate
may be liable for, among other things, (1) the costs of removal or remediation
of hazardous or toxic substances located on, in, or emanating from, the real
estate, as well as related costs of investigation and property damage and
substantial penalties, and (2) environmental contamination at facilities where
its waste is or has been disposed. These laws often impose liability whether
or not the owner or lessee knew of the presence of the hazardous or toxic
substances and whether or not the owner or lessee was responsible for these
substances. Our activities that are or may be affected by these laws include
our use of hazardous materials to clean and maintain equipment and our
disposal of solid and hazardous waste and wastewater from equipment washing.
We also dispense petroleum products from underground and above-ground storage
tanks located at certain rental locations, and at times we must remove or
upgrade tanks to comply with applicable laws. Furthermore, we have acquired or
lease certain locations which have or may have been contaminated by leakage
from underground tanks or other sources and are in the process of assessing
the nature of the required remediation. Based on the conditions currently
known to us, we believe that any unreserved environmental remediation and
compliance costs required with respect to those conditions will not have a
material adverse effect
25
<PAGE>
on our business. However, we cannot be certain that we will not identify
adverse environmental conditions that are not currently known to us, that all
potential releases from underground storage tanks removed in the past have
been identified, or that environmental and safety requirements will not become
more stringent or be interpreted and applied more stringently in the future.
If we are required to incur environmental compliance or remediation costs that
are not currently anticipated by us, our business could be adversely affected
depending on the magnitude of the cost.
Risks Related to International Operations
Our operations outside the United States are subject to risks normally
associated with international operations. These include the need to convert
currencies, which could result in a gain or loss depending on fluctuations in
exchange rates, and the need to comply with foreign laws.
Dependence on Information Technology System
Our ability to monitor and control our operations depends to a large extent
on the proper functioning of our information technology system. Any disruption
in this system or the failure of this system to operate as expected could,
depending on the magnitude and duration of the problem, adversely affect our
business and our ability to implement our growth strategy.
Restrictive Covenants
The agreements governing our existing long-term indebtedness contain, and
future agreements governing our long-term indebtedness may also contain,
certain restrictive financial and operating covenants which affect, and in
many respects significantly limit or prohibit, among other things, our ability
to incur indebtedness, make prepayments of certain indebtedness, make
investments, create liens, make acquisitions, sell assets and engage in
mergers and consolidations. These covenants may significantly limit our
operating and financial flexibility.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risks relating to changes in interest rates and foreign currency
exchanges rates were reported in Item 7A of the Company's Annual Report on
Form 10-K for the year ended December 31, 1999. There has been no material
change in these market risks since the end of the fiscal year 1999.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
The Company and its subsidiaries are parties to various litigation matters,
in most cases involving ordinary and routine claims incidental to the business
of the Company. The ultimate legal and financial liability of the Company with
respect to such pending litigation cannot be estimated with certainty but the
Company believes, based on its examination of such matters, that such ultimate
liability will not have a material effect on the business or financial
condition of the Company.
Item 2. Changes in Securities and Use of Proceeds
Sale of Unregistered Securities
Set forth below is certain information concerning sales by the Company of
unregistered securities during the first quarter of 2000. The issuances by the
Company of the securities sold in the transactions referenced below were not
registered under the Securities Act of 1933, pursuant to the exemption
contemplated by Section 4(2) thereof for transactions not involving a public
offering.
1. In January 2000, the Company issued 2,815 shares of common stock to an
executive officer pursuant to an employment agreement.
26
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ----------------------
<C> <S>
3(a) Amended and Restated Certificate of Incorporation of United Rentals,
Inc., in effect as of the date hereof (incorporated by reference to
exhibit 3.1 of United Rentals, Inc. Report on Form 10-Q for the
quarter ended June 30, 1998)
3(b) Certificate of Amendment to the United Rentals, Inc. Certificate of
Incorporation dated September 29, 1998 (incorporated by reference to
Exhibit 4.2 to the United Rentals, Inc. Registration Statement on Form
S-3, No. 333-70151)
3(c) By-laws of United Rentals, Inc., in effect as of the date hereof
(incorporated by reference to exhibit 3.2 of United Rentals, Inc.
Report on Form 10-Q for the quarter ended June 30, 1998)
3(d) Form of Certificate of Designation for Series A Perpetual Convertible
Preferred Stock (incorporated by reference to Exhibit 4(k) to the
United Rentals, Inc. Registration Statement on Form S-3,
No. 333-64463) together with a certificate of amendment thereto
(incorporated by reference to exhibit A of the United Rentals, Inc.
Proxy Statement dated July 22, 1999)
3(e) Form of Certificate of Designation for Series B Perpetual Convertible
Preferred Stock (incorporated by reference to exhibit B of the United
Rentals, Inc. Proxy Statement on Schedule 14A dated July 22, 1999)
3(f) Amended and Restated Certificate of Incorporation of United Rentals
(North America), Inc., in effect as of the date hereof (incorporated
by reference to Exhibit 3.3 of the United Rentals (North America),
Inc. Report on Form 10-Q for the quarter ended June 30, 1998)
3(g) By-laws of United Rentals (North America), Inc., in effect as of the
date hereof (incorporated by reference to Exhibit 3.4 of the United
Rentals (North America), Inc. Report on Form 10-Q for the quarter
ended June 30, 1998)
27* Financial Data Schedule
27.1* Financial Data Schedule
- --------
*Filed herewith.
(b) Reports on Form 8-K: none
</TABLE>
27
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
United Rentals, Inc.
Dated: May 15, 2000 /s/ Michael J. Nolan
By: _________________________________
Michael J. Nolan
Chief Financial Officer
(Principal Financial Officer)
Dated: May 15, 2000 /s/ Peter R. Borzilleri
By: _________________________________
Peter R. Borzilleri
Vice President, Corporate
Controller
(Chief Accounting Officer)
United Rentals (North America), Inc.
Dated: May 15, 2000 /s/ Michael J. Nolan
By: _________________________________
Michael J. Nolan
Chief Financial Officer
(Principal Financial Officer)
Dated: May 15, 2000 /s/ Peter R. Borzilleri
By: _________________________________
Peter R. Borzilleri
Vice President, Corporate
Controller
(Chief Accounting Officer)
28
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0001067701
<NAME> UNITED RENTALS, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 34,902
<SECURITIES> 0
<RECEIVABLES> 456,092
<ALLOWANCES> 53,042
<INVENTORY> 145,797
<CURRENT-ASSETS> 0
<PP&E> 2,629,561
<DEPRECIATION> 563,129
<TOTAL-ASSETS> 4,764,482
<CURRENT-LIABILITIES> 0
<BONDS> 2,489,746
300,000
5
<COMMON> 721
<OTHER-SE> 1,413,557
<TOTAL-LIABILITY-AND-EQUITY> 4,764,482
<SALES> 578,962
<TOTAL-REVENUES> 578,962
<CGS> 125,175
<TOTAL-COSTS> 372,978
<OTHER-EXPENSES> (204)
<LOSS-PROVISION> 7,282
<INTEREST-EXPENSE> 49,683
<INCOME-PRETAX> 29,762
<INCOME-TAX> 12,351
<INCOME-CONTINUING> 17,411
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,411
<EPS-BASIC> 0.24
<EPS-DILUTED> 0.19
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0001047166
<NAME> UNITED RENTALS (NORTH AMERICA), INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 34,902
<SECURITIES> 0
<RECEIVABLES> 456,092
<ALLOWANCES> 53,042
<INVENTORY> 145,797
<CURRENT-ASSETS> 0
<PP&E> 2,589,546
<DEPRECIATION> 556,229
<TOTAL-ASSETS> 4,686,031
<CURRENT-LIABILITIES> 0
<BONDS> 2,489,746
0
0
<COMMON> 0
<OTHER-SE> 1,708,983
<TOTAL-LIABILITY-AND-EQUITY> 4,686,031
<SALES> 578,962
<TOTAL-REVENUES> 578,962
<CGS> 125,175
<TOTAL-COSTS> 372,978
<OTHER-EXPENSES> (204)
<LOSS-PROVISION> 7,282
<INTEREST-EXPENSE> 49,683
<INCOME-PRETAX> 36,338
<INCOME-TAX> 15,129
<INCOME-CONTINUING> 21,209
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 21,209
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
