Item 6. Selected Financial Data
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Item 6. Selected Financial Data
The following selected financial data reflects the results of operations and balance sheet data as of and for the years ended December 31, 2014 to 2018. The following acquired companies are reflected in our results of operations for all periods subsequent to the noted acquisition dates:
| • | In April 2014, we acquired certain assets of the following entities: National Pump & Compressor, Ltd., Canadian Pump and Compressor Ltd., GulfCo Industrial Equipment, LP and LD Services, LLC (collectively “National Pump”). National Pump had annual revenues of approximately $210; |
| • | In April 2017, we completed the acquisition of NES Rentals Holdings II, Inc. (“NES”). NES had annual revenues of approximately $369; |
| • | In October 2017, we completed the acquisition of Neff Corporation ("Neff"). Neff had annual revenues of approximately $413; |
| • | In July 2018, we completed the acquisition of BakerCorp International Holdings, Inc. (“BakerCorp”). BakerCorp had annual revenues of approximately $295; and |
| • | In October 2018, we completed the acquisition of Vander Holding Corporation and its subsidiaries (“BlueLine”). BlueLine had annual revenues of approximately $786. |
See note 4 to the consolidated financial statements for additional detail on the NES, Neff, BakerCorp and BlueLine acquisitions. The data below should be read in conjunction with, and is qualified by reference to, our Management’s Discussion and Analysis and our consolidated financial statements and notes thereto contained elsewhere in this report.
| Year Ended December 31, | |||||||||||||||||||
| 2018 | 2017 | 2016 | 2015 | 2014 | |||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||
| Income statement data: | |||||||||||||||||||
| Total revenues | $ | 8,047 | $ | 6,641 | $ | 5,762 | $ | 5,817 | $ | 5,685 | |||||||||
| Total cost of revenues | 4,683 | 3,872 | 3,359 | 3,337 | 3,253 | ||||||||||||||
| Gross profit | 3,364 | 2,769 | 2,403 | 2,480 | 2,432 | ||||||||||||||
| Selling, general and administrative expenses | 1,038 | 903 | 719 | 714 | 758 | ||||||||||||||
| Merger related costs | 36 | 50 | — | (26 | ) | 11 | |||||||||||||
| Restructuring charge | 31 | 50 | 14 | 6 | (1 | ) | |||||||||||||
| Non-rental depreciation and amortization | 308 | 259 | 255 | 268 | 273 | ||||||||||||||
| Operating income | 1,951 | 1,507 | 1,415 | 1,518 | 1,391 | ||||||||||||||
| Interest expense, net | 481 | 464 | 511 | 567 | 555 | ||||||||||||||
| Other income, net | (6 | ) | (5 | ) | (5 | ) | (12 | ) | (14 | ) | |||||||||
| Income before provision (benefit) for income taxes | 1,476 | 1,048 | 909 | 963 | 850 | ||||||||||||||
| Provision (benefit) for income taxes (1) | 380 | (298 | ) | 343 | 378 | 310 | |||||||||||||
| Net income (1) | 1,096 | 1,346 | 566 | 585 | 540 | ||||||||||||||
| Basic earnings per share (1) | $ | 13.26 | $ | 15.91 | $ | 6.49 | $ | 6.14 | $ | 5.54 | |||||||||
| Diluted earnings per share (1) | $ | 13.12 | $ | 15.73 | $ | 6.45 | $ | 6.07 | $ | 5.15 |
(1)2017 includes the significant impact of the enactment of the Tax Cuts and Jobs Act (the "Tax Act") discussed further in note 13 to the consolidated financial statements. 2018 reflects a lower effective tax rate than the years prior to the enactment of the Tax Act. The Tax Act reduced the U.S. federal statutory tax rate from 35 percent to 21 percent.
| December 31, | |||||||||||||||||||
| 2018 | 2017 | 2016 | 2015 | 2014 | |||||||||||||||
| (in millions) | |||||||||||||||||||
| Balance sheet data: | |||||||||||||||||||
| Total assets | $ | 18,133 | $ | 15,030 | $ | 11,988 | $ | 12,083 | $ | 12,129 | |||||||||
| Total debt | 11,747 | 9,440 | 7,790 | 8,162 | 7,962 | ||||||||||||||
| Stockholders’ equity | 3,403 | 3,106 | 1,648 | 1,476 | 1,796 |
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in millions, except per share data and unless otherwise indicated) |
Executive Overview
United Rentals is the largest equipment rental company in the world. Our customer service network consists of 1,197 rental locations in the U.S., Canada and Europe, as well as centralized call centers and online capabilities. With the recently completed acquisition of BakerCorp discussed in note 4 to the consolidated financial statements, which added 11 European locations in France, Germany, the United Kingdom and the Netherlands to our branch network, we entered into select European markets. Although the equipment rental industry is highly fragmented and diverse, we believe that we are well positioned to take advantage of this environment because, as a larger company, we have more extensive resources and certain compelling competitive advantages. These include a fleet of rental equipment with a total original equipment cost (“OEC”), based on the initial consideration paid, of $14.2 billion, and a North American branch network that operates in 49 U.S. states and every Canadian province, and serves 99 of the 100 largest metropolitan areas in the U.S. In addition, our size gives us greater purchasing power, the ability to provide customers with a broader range of equipment and services, the ability to provide customers with equipment that is more consistently well-maintained and therefore more productive and reliable, and the ability to enhance the earning potential of our assets by transferring equipment among branches to satisfy customer needs.
We offer approximately 3,800 classes of equipment for rent to construction and industrial companies, manufacturers, utilities, municipalities, homeowners, government entities and other customers. Our revenues are derived from the following sources: equipment rentals, sales of rental equipment, sales of new equipment, contractor supplies sales and service and other revenues. In 2018, equipment rental revenues represented 86 percent of our total revenues.
For the past several years, we have executed a strategy focused on improving the profitability of our core equipment rental business through revenue growth, margin expansion and operational efficiencies. In particular, we have focused on customer segmentation, customer service differentiation, rate management, fleet management and operational efficiency.
In 2019, we expect to continue our disciplined focus on increasing our profitability and return on invested capital. In particular, our strategy calls for:
| • | A consistently superior standard of service to customers, often provided through a single point of contact; |
| • | The further optimization of our customer mix and fleet mix, with a dual objective: to enhance our performance in serving our current customer base, and to focus on the accounts and customer types that are best suited to our strategy for profitable growth. We believe these efforts will lead to even better service of our target accounts, primarily large construction and industrial customers, as well as select local contractors. Our fleet team's analyses are aligned with these objectives to identify trends in equipment categories and define action plans that can generate improved returns; |
| • | A continued focus on “Lean” management techniques, including kaizen processes focused on continuous improvement. We continue to implement Lean kaizen processes across our branch network, with the objectives of: reducing the cycle time associated with renting our equipment to customers; improving invoice accuracy and service quality; reducing the elapsed time for equipment pickup and delivery; and improving the effectiveness and efficiency of our repair and maintenance operations; |
| • | A continued focus on Project XL, which is a set of eight specific work streams focused on driving profitable growth through revenue opportunities and generating incremental profitability through cost savings across our business; |
| • | The continued expansion of our trench, power and fluid solutions footprint, as well as our tools offering, and the cross-selling of these services throughout our network, as exhibited by our recently completed acquisition of BakerCorp. We plan to open at least 25 specialty rental branches/tool hubs in 2019 and continue to invest in specialty rental fleet to further position United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings; and |
| • | The pursuit of strategic acquisitions to continue to expand our core equipment rental business, as exhibited by our recently completed acquisitions of NES, Neff and BlueLine. Strategic acquisitions allow us to invest our capital to expand our business, further driving our ability to accomplish our strategic goals. |
In 2019, based on our analyses of industry forecasts and macroeconomic indicators, we expect that the majority of our end markets will continue to experience solid demand for equipment rental services. Specifically, we expect that North American industry equipment rental revenue will increase approximately 6 percent, with slightly higher growth, on a constant currency basis, in the U.S. than Canada.
We use the American Rental Association criteria for reporting rental rates, time utilization and OEC. As discussed above, we completed the acquisitions of NES, Neff, BakerCorp and BlueLine in April 2017, October 2017, July 2018 and October
2018, respectively. The pro forma metrics below include the standalone, pre-acquisition results of NES, Neff, BakerCorp and BlueLine. For the full year 2018:
| • | Rental rates increased 2.2 percent and 2.6 percent year-over-year, on an actual and a pro forma basis, respectively; |
| • | The volume of OEC on rent increased 18.8 percent and 6.9 percent year-over-year, on an actual and a pro forma basis, respectively; |
| • | Time utilization was 68.6 percent and 68.4 percent on an actual and a pro forma basis, respectively, reflecting a decrease of 90 basis points and an increase of 20 basis points year-over-year, respectively; |
| • | 71 percent of equipment rental revenue was derived from key accounts, as compared to 69 percent in 2017. Key accounts are each managed by a single point of contact to enhance customer service; and |
| • | The number of rental locations in our higher margin trench, power and fluid solutions (also referred to as "specialty") segment increased by 68 year-over-year primarily due to the BakerCorp acquisition and cold starts. |
Financial Overview
In 2018 and 2017, we took a number of actions related to our capital structure that have improved our financial flexibility and liquidity, including:
| • | Redeemed all of our 7 5/8 percent Senior Notes and 6 1/8 percent Senior Notes; |
| • | Issued $750 principal amount of 4 5/8 percent Senior Notes due 2025; |
| • | Issued $250 principal amount of 5 7/8 percent Senior Notes due 2026, as an add-on to our existing 5 7/8 percent Senior Notes due 2026; |
| • | Issued $250 principal amount of 5 1/2 percent Senior Notes due 2027, as an add-on to our existing 5 1/2 percent Senior Notes due 2027; |
| • | Issued $1.675 billion principal amount of 4 7/8 percent Senior Notes due 2028, comprised of separate issuances of $925 in August 2017 and $750 in September 2017. Following the issuances, we consummated an exchange offer pursuant to which most of the 4 7/8 percent Senior Notes issued in September 2017 were exchanged for additional notes fungible with the 4 7/8 percent Senior Notes issued in August 2017; |
| • | Issued $1.1 billion principal amount of 6 1/2 percent Senior Notes due 2026; |
| • | Entered into a $1 billion term loan facility; |
| • | Amended our ABL facility, including an increase in the facility size from $2.5 billion to $3.0 billion; and |
| • | Amended and extended our accounts receivable securitization facility, including an increase in the facility size from $625 to $975. |
These actions have improved our financial flexibility and liquidity and positioned us to invest the necessary capital to take advantage of business opportunities. As of December 31, 2018, we had available liquidity of $1.432 billion, including cash of $43.
Net income. Net income and diluted earnings per share for each of the three years in the period ended December 31, 2018 are presented below. Net income and diluted earnings per share for the year ended December 31, 2017 include a substantial benefit associated with the enactment of the Tax Cuts and Jobs Act (the "Tax Act"). The enactment of the Tax Act resulted in an estimated net income increase for the year ended December 31, 2017 of $689, or $8.05 per diluted share, primarily due to a one-time revaluation of our net deferred tax liability based on a U.S. federal tax rate of 21 percent, which was partially offset by the impact of a one-time transition tax on our unremitted foreign earnings and profits, which we elected to pay over an eight-year period. The Tax Act reduced the U.S. federal statutory tax rate from 35 percent to 21 percent, which contributed an estimated $2.36 to diluted earnings per share for the year ended December 31, 2018. The Tax Act is discussed further in note 13 to the consolidated financial statements.
| Year Ended December 31, | |||||||||||
| 2018 | 2017 | 2016 | |||||||||
| Net income | $ | 1,096 | $ | 1,346 | $ | 566 | |||||
| Diluted earnings per share | $ | 13.12 | $ | 15.73 | $ | 6.45 |
Net income and diluted earnings per share for each of the three years in the period ended December 31, 2018 include the after-tax impacts of the items below. The tax rates applied to the adjustments items below reflect the statutory rates in the applicable entity. The reduction in the tax rate for 2018 reflects the enactment of the Tax Act.
| Year Ended December 31, | |||||||||||||||||||||||
| 2018 | 2017 | 2016 | |||||||||||||||||||||
| Tax rate applied to items below | 25.5 | % | 38.5 | % | 38.2 | % | |||||||||||||||||
| Contribution to net income (after-tax) | Impact on diluted earnings per share | Contribution to net income (after-tax) | Impact on diluted earnings per share | Contribution to net income (after-tax) | Impact on diluted earnings per share | ||||||||||||||||||
| Merger related costs (1) | $ | (27 | ) | $ | (0.32 | ) | $ | (31 | ) | $ | (0.36 | ) | $ | — | $ | — | |||||||
| Merger related intangible asset amortization (2) | (147 | ) | (1.76 | ) | (99 | ) | (1.15 | ) | (99 | ) | (1.12 | ) | |||||||||||
| Impact on depreciation related to acquired fleet and property and equipment (3) | (16 | ) | (0.19 | ) | (5 | ) | (0.05 | ) | — | — | |||||||||||||
| Impact of the fair value mark-up of acquired fleet (4) | (49 | ) | (0.59 | ) | (50 | ) | (0.59 | ) | (22 | ) | (0.25 | ) | |||||||||||
| Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (5) | — | — | — | — | 1 | 0.01 | |||||||||||||||||
| Restructuring charge (6) | (23 | ) | (0.28 | ) | (31 | ) | (0.36 | ) | (9 | ) | (0.11 | ) | |||||||||||
| Asset impairment charge (7) | — | — | (1 | ) | (0.01 | ) | (2 | ) | (0.03 | ) | |||||||||||||
| Loss on extinguishment of debt securities and amendment of ABL facility | — | — | (33 | ) | (0.39 | ) | (62 | ) | (0.70 | ) |
| (1) | This reflects transaction costs associated with the NES, Neff, BakerCorp and BlueLine acquisitions discussed in note 4 to the consolidated financial statements. Merger related costs only include costs associated with major acquisitions that significantly impact our operations. For additional information, see "Results of Operations-Other costs/(income)-merger related costs" below. |
| (2) | This reflects the amortization of the intangible assets acquired in the RSC, National Pump, NES, Neff, BakerCorp and BlueLine acquisitions. |
| (3) | This reflects the impact of extending the useful lives of equipment acquired in the RSC, NES, Neff, BakerCorp and BlueLine acquisitions, net of the impact of additional depreciation associated with the fair value mark-up of such equipment. |
| (4) | This reflects additional costs recorded in cost of rental equipment sales associated with the fair value mark-up of rental equipment acquired in the RSC, NES, Neff and BlueLine acquisitions that was subsequently sold. |
| (5) | This reflects a reduction of interest expense associated with the fair value mark-up of debt acquired in the RSC acquisition. |
| (6) | As discussed in note 6 to our consolidated financial statements, this primarily reflects severance costs and branch closure charges associated with our restructuring programs. |
| (7) | This reflects write-offs of leasehold improvements and other fixed assets in connection with our restructuring programs. |
EBITDA GAAP Reconciliations*.* EBITDA represents the sum of net income, provision (benefit) for income taxes, interest expense, net, depreciation of rental equipment and non-rental depreciation and amortization. Adjusted EBITDA represents EBITDA plus the sum of the merger related costs, restructuring charge, stock compensation expense, net, and the impact of the fair value mark-up of acquired fleet. These items are excluded from adjusted EBITDA internally when evaluating our operating performance and for strategic planning and forecasting purposes, 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. The EBITDA and adjusted EBITDA margins represent EBITDA or adjusted EBITDA divided by total revenue. Management believes that EBITDA and adjusted EBITDA, when viewed with the Company’s results under U.S. generally accepted accounting principles (“GAAP”) and the accompanying reconciliations, 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 help investors 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 or cash flow from operating activities as indicators of operating performance or liquidity.
The table below provides a reconciliation between net income and EBITDA and adjusted EBITDA:
| Year Ended December 31, | |||||||||||
| 2018 | 2017 | 2016 | |||||||||
| Net income | $ | 1,096 | $ | 1,346 | $ | 566 | |||||
| Provision (benefit) for income taxes | 380 | (298 | ) | 343 | |||||||
| Interest expense, net | 481 | 464 | 511 | ||||||||
| Depreciation of rental equipment | 1,363 | 1,124 | 990 | ||||||||
| Non-rental depreciation and amortization | 308 | 259 | 255 | ||||||||
| EBITDA | 3,628 | 2,895 | 2,665 | ||||||||
| Merger related costs (1) | 36 | 50 | — | ||||||||
| Restructuring charge (2) | 31 | 50 | 14 | ||||||||
| Stock compensation expense, net (3) | 102 | 87 | 45 | ||||||||
| Impact of the fair value mark-up of acquired fleet (4) | 66 | 82 | 35 | ||||||||
| Adjusted EBITDA | $ | 3,863 | $ | 3,164 | $ | 2,759 |
The table below provides a reconciliation between net cash provided by operating activities and EBITDA and adjusted EBITDA:
| Year Ended December 31, | |||||||||||
| 2018 | 2017 | 2016 | |||||||||
| Net cash provided by operating activities | $ | 2,853 | $ | 2,209 | $ | 1,941 | |||||
| Adjustments for items included in net cash provided by operating activities but excluded from the calculation of EBITDA: | |||||||||||
| Amortization of deferred financing costs and original issue discounts | (12 | ) | (9 | ) | (9 | ) | |||||
| Gain on sales of rental equipment | 278 | 220 | 204 | ||||||||
| Gain on sales of non-rental equipment | 6 | 4 | 4 | ||||||||
| Gain on insurance proceeds from damaged equipment | 22 | 21 | 12 | ||||||||
| Merger related costs (1) | (36 | ) | (50 | ) | — | ||||||
| Restructuring charge (2) | (31 | ) | (50 | ) | (14 | ) | |||||
| Stock compensation expense, net (3) | (102 | ) | (87 | ) | (45 | ) | |||||
| Loss on extinguishment of debt securities and amendment of ABL facility | — | (54 | ) | (101 | ) | ||||||
| Excess tax benefits from share-based payment arrangements | — | — | 58 | ||||||||
| Changes in assets and liabilities | 124 | 129 | 101 | ||||||||
| Cash paid for interest | 455 | 357 | 415 | ||||||||
| Cash paid for income taxes, net | 71 | 205 | 99 | ||||||||
| EBITDA | 3,628 | 2,895 | 2,665 | ||||||||
| Add back: | |||||||||||
| Merger related costs (1) | 36 | 50 | — | ||||||||
| Restructuring charge (2) | 31 | 50 | 14 | ||||||||
| Stock compensation expense, net (3) | 102 | 87 | 45 | ||||||||
| Impact of the fair value mark-up of acquired fleet (4) | 66 | 82 | 35 | ||||||||
| Adjusted EBITDA | $ | 3,863 | $ | 3,164 | $ | 2,759 |
| (1) | This reflects transaction costs associated with the NES, Neff, BakerCorp and BlueLine acquisitions discussed in note 4 to the consolidated financial statements. Merger related costs only include costs associated with major acquisitions that significantly impact our operations. For additional information, see "Results of Operations-Other costs/(income)-merger related costs" below. |
| (2) | As discussed in note 6 to our consolidated financial statements, this primarily reflects severance costs and branch closure charges associated with our restructuring programs. |
| (3) | Represents non-cash, share-based payments associated with the granting of equity instruments. |
| (4) | This reflects additional costs recorded in cost of rental equipment sales associated with the fair value mark-up of rental equipment acquired in the RSC, NES, Neff and BlueLine acquisitions that was subsequently sold. |
For the year ended December 31, 2018, EBITDA increased $733, or 25.3 percent, and adjusted EBITDA increased $699, or 22.1 percent. For the year ended December 31, 2018, EBITDA margin increased 150 basis points to 45.1 percent, and adjusted EBITDA margin increased 40 basis points to 48.0 percent. As discussed above, we completed the acquisitions of NES, Neff, BakerCorp and BlueLine in April 2017, October 2017, July 2018 and October 2018, respectively, and EBITDA and adjusted EBITDA for 2018 include the impact of these acquisitions. The increase in the EBITDA margin primarily reflects i) a decrease in selling, general and administrative ("SG&A") expense as a percentage of revenue primarily due to a reduction in salaries and bonuses as a percentage of revenue and ii) reduced merger related costs and restructuring charges. The increase in the adjusted EBITDA margin primarily reflects a decrease in SG&A expense as a percentage of revenue primarily due to a reduction in salaries and bonuses as a percentage of revenue.
For the year ended December 31, 2017, EBITDA increased $230, or 8.6 percent, and adjusted EBITDA increased $405, or 14.7 percent. The EBITDA increase primarily reflects increased profit from equipment rentals, partially offset by i) increased SG&A compensation costs, including stock compensation costs, largely due to the impact of the NES and Neff acquisitions, increased revenue, improved profitability, and increases in our stock price and in the volume of stock awards, and ii) increased merger related costs and restructuring charges associated with the NES and Neff acquisitions. The adjusted EBITDA increase primarily reflects increased profit from equipment rentals and sales of rental equipment, partially offset by increased SG&A compensation costs, largely due to the impact of the NES and Neff acquisitions, increased revenue and improved profitability. For the year ended December 31, 2017, EBITDA margin decreased 270 basis points to 43.6 percent, and adjusted EBITDA margin decreased 30 basis points to 47.6 percent. The decrease in the EBITDA margin primarily reflects i) increased SG&A compensation costs, including stock compensation costs, largely due to the impact of the NES and Neff acquisitions, increased revenue, improved profitability, and increases in our stock price and in the volume of stock awards, and ii) increased merger related costs and restructuring charges associated with the NES and Neff acquisitions. The decrease in the adjusted EBITDA margin primarily reflects increased SG&A compensation costs largely due to the impact of the NES and Neff acquisitions, increased revenue and improved profitability, partially offset by increased profit from sales of rental equipment.
Revenues. Revenues for each of the three years in the period ended December 31, 2018 were as follows:
| Year Ended December 31, | Change | ||||||||||||||
| 2018 | 2017 | 2016 | 2018 | 2017 | |||||||||||
| Equipment rentals* | $ | 6,940 | $ | 5,715 | $ | 4,941 | 21.4% | 15.7% | |||||||
| Sales of rental equipment | 664 | 550 | 496 | 20.7% | 10.9% | ||||||||||
| Sales of new equipment | 208 | 178 | 144 | 16.9% | 23.6% | ||||||||||
| Contractor supplies sales | 91 | 80 | 79 | 13.8% | 1.3% | ||||||||||
| Service and other revenues | 144 | 118 | 102 | 22.0% | 15.7% | ||||||||||
| Total revenues | $ | 8,047 | $ | 6,641 | $ | 5,762 | 21.2% | 15.3% | |||||||
| *Equipment rentals metrics: | |||||||||||||||
| Year-over-year increase (decrease) in rental rates (1) | 2.2% | (0.2)% | |||||||||||||
| Year-over-year increase in the volume of equipment on rent | 18.8% | 18.2% | |||||||||||||
| Time utilization (2) | 68.6 | % | 69.5 | % | 67.9 | % | (90) bps | 160 bps | |||||||
| *Pro forma equipment rentals information (3): | |||||||||||||||
| Equipment rentals variance | 10.5% | ||||||||||||||
| Year-over-year increase in rental rates (1) | 2.6% | ||||||||||||||
| Year-over-year increase in the volume of equipment on rent | 6.9% | ||||||||||||||
| Time utilization (2) | 68.4 | % | 68.2 | % | 20 bps |
| (1) | Rental rate changes are calculated based on the year-over-year variance in average contract rates, weighted by the prior period revenue mix. |
| (2) | Time utilization is calculated by dividing the amount of time an asset is on rent by the amount of time the asset has been owned during the year. |
| (3) | As discussed in note 4 to the consolidated financial statements, we completed the acquisitions of NES, Neff, BakerCorp and BlueLine in April 2017, October 2017, July 2018 and October 2018, respectively. The pro forma information includes the standalone, pre-acquisition results of NES, Neff, BakerCorp and BlueLine. |
Equipment rentals include our revenues from renting equipment, as well as revenue related to the fees we charge customers: for equipment delivery and pick-up; to protect the customer against liability for damage to our equipment while on rent; for fuel; and for environmental costs. Collectively, these "ancillary fees" represented approximately 12 percent of equipment rental revenue in 2018. Delivery and pick-up revenue, which represented approximately seven percent of equipment rental revenue in 2018, is the most significant ancillary revenue component. Sales of rental equipment represent our revenues from the sale of used rental equipment. Sales of new equipment represent our revenues from the sale of new equipment. Contractor supplies sales represent our sales of supplies utilized by contractors, which include construction consumables, tools, small equipment and safety supplies. Services and other revenues primarily represent our revenues earned from providing repair and maintenance services on our customers’ fleet (including parts sales). See note 3 to our consolidated financial statements for further discussion of our revenue recognition accounting.
2018 total revenues of $8.0 billion increased 21.2 percent compared with 2017. On a pro forma basis including the standalone, pre-acquisition results of NES, Neff, BakerCorp and BlueLine, 2018 total revenues increased 10.7 percent. The revenue increase primarily reflects i) a 21.4 percent increase in equipment rental revenue, primarily due to an 18.8 percent increase in the volume of OEC on rent, which includes the impact of the NES, Neff, BakerCorp and BlueLine acquisitions, and a 2.2 percent rental rate increase and ii) a 20.7 percent increase in sales of rental equipment. On the pro forma basis including the standalone, pre-acquisition results of NES, Neff, BakerCorp and BlueLine, equipment rental revenue increased 10.5 percent year-over-year, primarily reflecting a 6.9 percent increase in the volume of OEC on rent and a 2.6 percent rental rate increase. We believe that the increases in the volume of OEC on rent and rental rates reflect improving demand in many of our core markets. Sales of rental equipment increased primarily due to increased volume, driven by a significantly larger fleet size, in a strong used equipment market. Average OEC for the year ended December 31, 2018 increased 20.3 percent year-over-year. The increase in average OEC includes the impact of the NES, Neff, BakerCorp and BlueLine acquisitions.
2017 total revenues of $6.6 billion increased 15.3 percent compared with 2016. On a pro forma basis including the standalone, pre-acquisition results of NES and Neff, 2017 total revenues increased 7.7 percent. The revenue increase primarily reflected a 15.7 percent increase in equipment rental revenue, primarily due to an 18.2 percent increase in the volume of OEC on rent, which includes the impact of the NES and Neff acquisitions, partially offset by a 0.2 percent rental rate decrease. On the pro forma basis including the standalone, pre-acquisition results of NES and Neff, equipment rental revenue increased 7.6 percent year-over-year, primarily reflecting a 7.1 percent increase in the volume of OEC on rent and a 0.4 percent rental rate increase. We believe that the increase in the volume of OEC on rent reflected improving demand in many of our core markets. Sales of rental equipment increased 10.9 percent primarily due to increased volume. Sales of new equipment increased 23.6 percent primarily due to increased volume and increased sales of larger equipment.
Critical Accounting Policies
We prepare our consolidated financial statements in accordance with GAAP. A summary of our significant accounting policies is contained in note 2 to our consolidated financial statements. In applying many accounting principles, we make assumptions, estimates and/or judgments. These assumptions, estimates and/or judgments are often subjective and may change based on changing circumstances or changes in our analysis. Material changes in these assumptions, estimates and/or judgments have the potential to materially alter our results of operations. We have identified below our accounting policies that we believe could potentially produce materially different results if we were to change underlying assumptions, estimates and/or judgments. Although actual results may differ from those estimates, we believe the estimates are reasonable and appropriate.
Revenue Recognition. We recognize revenues from renting equipment on a straight-line basis. We account for such rentals as operating leases. Our rental contract periods are hourly, daily, weekly or monthly. By way of example, if a customer were to rent a piece of equipment and the daily, weekly and monthly rental rates for that particular piece were (in actual dollars) $100, $300 and $900, respectively, we would recognize revenue of $32.14 per day. The daily rate for recognition purposes is calculated by dividing the monthly rate of $900 by the monthly term of 28 days. This daily rate assumes that the equipment will be on rent for the full 28 days, as we are unsure of when the customer will return the equipment and therefore unsure of which rental contract period will apply.
As part of this straight-line methodology, when the equipment is returned, we recognize as incremental revenue the excess, if any, between the amount the customer is contractually required to pay, which is based on the rental contract period applicable to the actual number of days the equipment was out on rent, over the cumulative amount of revenue recognized to date. In any given accounting period, we will have customers return equipment and be contractually required to pay us more than the cumulative amount of revenue recognized to date under the straight-line methodology. For instance, continuing the
above example, if the customer rented the above piece of equipment on December 29 and returned it at the close of business on January 1, we would recognize incremental revenue on January 1 of $171.44 (in actual dollars, representing the difference between the amount the customer is contractually required to pay, or $300 at the weekly rate, and the cumulative amount recognized to date on a straight-line basis, or $128.56, which represents four days at $32.14 per day).
We record amounts billed to customers in excess of recognizable revenue as deferred revenue on our balance sheet. We had deferred revenue of $56 and $46 as of December 31, 2018 and 2017, respectively. Equipment rentals include our revenues from renting equipment, as well as revenue related to the "ancillary fees" we charge customers: for equipment delivery and pick-up; to protect the customer against liability for damage to our equipment while on rent; for fuel; and for environmental costs. Delivery and pick-up revenue is the most significant ancillary revenue component and is recognized when the service is performed.
Revenues from the sale of rental equipment and new equipment are recognized at the time of delivery to, or pick-up by, the customer and when collectibility is reasonably assured. Sales of contractor supplies are also recognized at the time of delivery to, or pick-up by, the customer. Service revenue is recognized as the services are performed.
See note 3 to our consolidated financial statements for further discussion of our revenue recognition accounting.
Allowance for Doubtful Accounts. We maintain allowances for doubtful accounts. These allowances reflect our estimate of the amount of our receivables that we will be unable to collect based on historical write-off experience. Our estimate could require change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowances. Trade receivables that have contractual maturities of one year or less are written-off when they are determined to be uncollectible based on the criteria necessary to qualify as a deduction for federal tax purposes. Write-offs of such receivables require management approval based on specified dollar thresholds. During the years ended December 31, 2018, 2017 and 2016, we recognized expenses of $45, $40 and $24, respectively, primarily within selling, general and administrative expenses in our consolidated statements of income, associated with our allowances for doubtful accounts.
Useful Lives and Salvage Values of Rental Equipment and Property and Equipment. We depreciate rental equipment and property and equipment over their estimated useful lives, after giving effect to an estimated salvage value which ranges from zero percent to 10 percent of cost. Rental equipment is depreciated whether or not it is out on rent.
The useful life of an asset is determined based on our estimate of the period over which the asset will generate revenues; such periods are periodically reviewed for reasonableness. In addition, the salvage value, which is also reviewed periodically for reasonableness, is determined based on our estimate of the minimum value we will realize from the asset after such period. We may be required to change these estimates based on changes in our industry or other changing circumstances. If these estimates change in the future, we may be required to recognize increased or decreased depreciation expense for these assets.
To the extent that the useful lives of all of our rental equipment were to increase or decrease by one year, we estimate that our annual depreciation expense would decrease or increase by approximately $150 or $189, respectively. If the estimated salvage values of all of our rental equipment were to increase or decrease by one percentage point, we estimate that our annual depreciation expense would change by approximately $16. Any change in depreciation expense as a result of a hypothetical change in either useful lives or salvage values would generally result in a proportional increase or decrease in the gross profit we would recognize upon the ultimate sale of the asset. To the extent that the useful lives of all of our depreciable property and equipment were to increase or decrease by one year, we estimate that our annual non-rental depreciation expense would decrease or increase by approximately $28 or $43, respectively.
Acquisition Accounting. We have made a number of acquisitions in the past and may continue to make acquisitions in the future. The assets acquired and liabilities assumed are recorded based on their respective fair values at the date of acquisition. Long-lived assets (principally rental equipment), goodwill and other intangible assets generally represent the largest components of our acquisitions. Rental equipment is valued utilizing either a cost, market or income approach, or a combination of certain of these methods, depending on the asset being valued and the availability of market or income data. The intangible assets that we have acquired are non-compete agreements, customer relationships and trade names and associated trademarks. The estimated fair values of these intangible assets reflect various assumptions about discount rates, revenue growth rates, operating margins, terminal values, useful lives and other prospective financial information. Goodwill is calculated as the excess of the cost of the acquired entity over the net of the fair value of the assets acquired and the liabilities assumed. Non-compete agreements, customer relationships and trade names and associated trademarks are valued based on an excess earnings or income approach based on projected cash flows.
Determining the fair value of the assets and liabilities acquired is judgmental in nature and can involve the use of significant estimates and assumptions. The judgments made in determining the estimated fair value assigned to the assets acquired, as well
as the estimated life of the assets, can materially impact net income in periods subsequent to the acquisition through depreciation and amortization, and in certain instances through impairment charges, if the asset becomes impaired in the future. As discussed below, we regularly review for impairments.
When we make an acquisition, we also acquire other assets and assume liabilities. These other assets and liabilities typically include, but are not limited to, parts inventory, accounts receivable, accounts payable and other working capital items. Because of their short-term nature, the fair values of these other assets and liabilities generally approximate the book values on the acquired entities' balance sheets.
Evaluation of Goodwill Impairment. Goodwill is tested for impairment annually or more frequently if an event or circumstance indicates that an impairment loss may have been incurred. Application of the goodwill impairment test requires judgment, including: the identification of reporting units; assignment of assets and liabilities to reporting units; assignment of goodwill to reporting units; determination of the fair value of each reporting unit; and an assumption as to the form of the transaction in which the reporting unit would be acquired by a market participant (either a taxable or nontaxable transaction).
We estimate the fair value of our reporting units (which are our regions) using a combination of an income approach based on the present value of estimated future cash flows and a market approach based on market price data of shares of our Company and other corporations engaged in similar businesses as well as acquisition multiples paid in recent transactions. We believe this approach, which utilizes multiple valuation techniques, yields the most appropriate evidence of fair value. We review goodwill for impairment utilizing a two-step process. The first step of the impairment test requires a comparison of the fair value of each of our reporting units' net assets to the respective carrying value of net assets. If the carrying value of a reporting unit's net assets is less than its fair value, no indication of impairment exists and a second step is not performed. If the carrying amount of a reporting unit's net assets is higher than its fair value, there is an indication that an impairment may exist and a second step must be performed. In the second step, the impairment is calculated by comparing the implied fair value of the reporting unit's goodwill (as if purchase accounting were performed on the testing date) with the carrying amount of the goodwill. If the carrying amount of the reporting unit's goodwill is greater than the implied fair value of its goodwill, an impairment loss must be recognized for the excess and charged to operations.
Inherent in our preparation of cash flow projections are assumptions and estimates derived from a review of our operating results, business plans, expected growth rates, cost of capital and tax rates. We also make certain forecasts about future economic conditions, interest rates and other market data. Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change in future periods. Changes in assumptions or estimates could materially affect the estimate of the fair value of a reporting unit, and therefore could affect the likelihood and amount of potential impairment. The following assumptions are significant to our income approach:
Business Projections- We make assumptions about the level of equipment rental activity in the marketplace and cost levels. These assumptions drive our planning assumptions for pricing and utilization and also represent key inputs for developing our cash flow projections. These projections are developed using our internal business plans over a ten-year planning period that are updated at least annually;
Long-term Growth Rates- Beyond the planning period, we also utilize an assumed long-term growth rate representing the expected rate at which a reporting unit's cash flow stream is projected to grow. These rates are used to calculate the terminal value of our reporting units, and are added to the cash flows projected during our ten-year planning period; and
Discount Rates- Each reporting unit's estimated future cash flows are discounted at a rate that is consistent with a weighted-average cost of capital that is likely to be expected by market participants. The weighted-average cost of capital is an estimate of the overall after-tax rate of return required by equity and debt holders of a business enterprise.
The market approach is one of the other methods used for estimating the fair value of our reporting units' business enterprise. This approach takes two forms: The first is based on the market value (market capitalization plus interest-bearing liabilities) and operating metrics (e.g., revenue and EBITDA) of companies engaged in the same or similar line of business. The second form is based on multiples paid in recent acquisitions of companies.
Financial Accounting Standards Board ("FASB") guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. As discussed in note 2 to our consolidated financial statements, we are currently assessing whether we will early adopt accounting guidance that eliminates the second step from the goodwill impairment test (this guidance becomes effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and is not expected to have a significant impact on our financial statements).
In connection with our goodwill impairment test that was conducted as of October 1, 2017, we bypassed the qualitative assessment for each reporting unit and proceeded directly to the first step of the goodwill impairment test. Our goodwill impairment testing as of this date indicated that all of our reporting units had estimated fair values which exceeded their respective carrying amounts by at least 45 percent.
In connection with our goodwill impairment test that was conducted as of October 1, 2018, we bypassed the qualitative assessment for each reporting unit and proceeded directly to the first step of the goodwill impairment test. Our goodwill impairment testing as of this date indicated that all of our reporting units, excluding our Fluid Solutions Europe reporting unit, had estimated fair values which exceeded their respective carrying amounts by at least 52 percent. As discussed in note 4 to the consolidated financial statements, in July 2018, we completed the acquisition of BakerCorp, which added 11 European locations to our branch network. The European locations are in our Fluid Solutions Europe reporting unit. All of the assets in the Fluid Solutions Europe reporting unit were acquired in the BakerCorp acquisition. The estimated fair value of our Fluid Solutions Europe reporting unit exceeded its carrying amount by 7 percent. As all of the assets in the Fluid Solutions Europe reporting unit were recorded at fair value as of the July 2018 acquisition date, we expected the percentage by which the Fluid Solutions Europe reporting unit’s fair value exceeded its carrying value to be significantly less than the equivalent percentages determined for our other reporting units.
Impairment of Long-lived Assets (Excluding Goodwill). We review the recoverability of our rental equipment and property and equipment when events or changes in circumstances occur that indicate that the carrying value of the assets may not be recoverable. If there are such indications, we assess our ability to recover the carrying value of the assets from their expected future pre-tax cash flows (undiscounted and without interest charges). If the expected cash flows are less than the carrying value of the assets, an impairment loss is recognized for the difference between the estimated fair value and carrying value. We also conduct impairment reviews in connection with branch consolidations and other changes in our business. We recognized immaterial asset impairment charges during the years ended December 31, 2018, 2017 and 2016.
In support of our review for indicators of impairment, we perform a review of all assets at the district level relative to district performance. We also review the financial performance of our rental equipment. In our rental equipment review, we estimate the future rental revenues from our rental assets based on current and expected utilization levels, the age of the assets and their remaining useful lives. Additionally, we estimate when the assets are expected to be removed or retired from our rental fleet as well as the expected proceeds to be realized upon disposition. Based on our most recently completed quarterly reviews, there were no indications of impairment associated with our rental equipment or property and equipment.
Income Taxes. We recognize deferred tax assets and liabilities for certain future deductible or taxable temporary differences expected to be reported in our income tax returns. These deferred tax assets and liabilities are computed using the tax rates that are expected to apply in the periods when the related future deductible or taxable temporary difference is expected to be settled or realized. In the case of deferred tax assets, the future realization of the deferred tax benefits and carryforwards are determined with consideration to historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences, and tax planning strategies. After consideration of all these factors, we recognize deferred tax assets when we believe that it is more likely than not that we will realize them. The most significant positive evidence that we consider in the recognition of deferred tax assets is the expected reversal of cumulative deferred tax liabilities resulting from book versus tax depreciation of our rental equipment fleet that is well in excess of the deferred tax assets.
We use a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return regarding uncertainties in income tax positions. The first step is recognition: we determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, we presume that the position will be examined by the appropriate taxing authority with full knowledge of all relevant information. The second step is measurement: a tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.
We are subject to ongoing tax examinations and assessments in various jurisdictions. Accordingly, accruals for tax contingencies are established based on the probable outcomes of such matters. Our ongoing assessments of the probable outcomes of the examinations and related tax accruals require judgment and could increase or decrease our effective tax rate as well as impact our operating results.
The Tax Act discussed above, which was enacted in December 2017, had a substantial impact on our income tax benefit for the year ended December 31, 2017. The Tax Act reduced the U.S. federal statutory tax rate from 35 percent to 21 percent and the year ended December 31, 2018 reflects the decreased tax rate. See note 13 to the consolidated financial statements for further detail.
We have historically considered the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested, and, accordingly, no taxes have been provided on such earnings. We continue to evaluate our plans for reinvestment or repatriation of unremitted foreign earnings and have not changed our previous indefinite reinvestment determination following the enactment of the Tax Act. We have not repatriated funds to the U.S. to satisfy domestic liquidity needs, nor do we anticipate the need to do so. The Tax Act requires a one-time transition tax for deemed repatriation of accumulated undistributed earnings of certain foreign investments. As of December 31, 2018, we have computed a transition tax amount payable of $62, of which $14 was included in other long-term liabilities on our consolidated balance sheet (we expect to settle the remaining payable amount by applying an overpayment of federal taxes).
We regularly review our cash positions and our determination of permanent reinvestment of foreign earnings. If we determine that all or a portion of such foreign earnings are no longer indefinitely reinvested, we may be subject to additional foreign withholding taxes and U.S. state income taxes, beyond the Tax Act's one-time transition tax.
Reserves for Claims. We are exposed to various claims relating to our business, including those for which we retain portions of the losses through the application of deductibles and self-insured retentions, which we sometimes refer to as “self-insurance.” These claims include (i) workers' compensation claims and (ii) claims by third parties for injury or property damage involving our equipment, vehicles or personnel. These types of claims may take a substantial amount of time to resolve and, accordingly, the ultimate liability associated with a particular claim may not be known for an extended period of time. Our methodology for developing self-insurance reserves is based on management estimates, which incorporate periodic actuarial valuations. Our estimation process considers, among other matters, the cost of known claims over time, cost inflation and incurred but not reported claims. These estimates may change based on, among other things, changes in our claims history or receipt of additional information relevant to assessing the claims. Further, these estimates may prove to be inaccurate due to factors such as adverse judicial determinations or settlements at higher than estimated amounts. Accordingly, we may be required to increase or decrease our reserve levels.
Legal Contingencies*.* We are involved in a variety of claims, lawsuits, investigations and proceedings, as described in note 14 to our consolidated financial statements. We determine whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. We assess our potential liability by analyzing our litigation and regulatory matters using available information. We develop our views on estimated losses in consultation with outside counsel handling our defense in these matters, which involves an analysis of potential results, assuming a combination of litigation and settlement strategies. Should developments in any of these matters cause a change in our determination such that we expect an unfavorable outcome and result in the need to recognize a material accrual, or should any of these matters result in a final adverse judgment or be settled for a significant amount, they could have a material adverse effect on our results of operations in the period or periods in which such change in determination, judgment or settlement occurs.
Results of Operations
As discussed in note 5 to our consolidated financial statements, our two reportable segments are (i) general rentals and (ii) trench, power and fluid solutions. The general rentals segment includes the rental of construction, aerial, industrial and homeowner equipment and related services and activities. The general rentals segment’s customers include construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities. The general rentals segment operates throughout the United States and Canada. The trench, power and fluid solutions segment is comprised of: (i) the Trench Safety region, which rents trench safety equipment such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work, (ii) the Power and HVAC region, which rents power and HVAC equipment such as portable diesel generators, electrical distribution equipment, and temperature control equipment including heating and cooling equipment, and (iii) the Fluid Solutions and (iv) Fluid Solutions Europe regions, both of which rent equipment primarily used for fluid containment, transfer and treatment. The trench, power and fluid solutions segment’s customers include construction companies involved in infrastructure projects, municipalities and industrial companies. This segment operates throughout the United States and in Canada and Europe.
As discussed in note 5 to our consolidated financial statements, we aggregate our eleven geographic regions—Carolinas, Gulf South, Industrial (which serves the geographic Gulf region and has a strong industrial presence), Mid-Atlantic, Mid Central, Midwest, Northeast, Pacific West, South, Southeast and Western Canada—into our general rentals reporting segment. We periodically review the size and geographic scope of our regions, and have occasionally reorganized the regions to create a more balanced and effective structure. Historically, there have been variances in the levels of equipment rentals gross margins achieved by these regions. For the five year period ended December 31, 2018, three of our general rentals' regions had an equipment rentals gross margin that varied by between 10 percent and 13 percent from the equipment rentals gross margins of the aggregated general rentals' regions over the same period. The rental industry is cyclical, and there historically have been regions with equipment rentals gross margins that varied by greater than 10 percent from the equipment rentals gross margins of the aggregated general rentals' regions, though the specific regions with margin variances of over 10 percent have fluctuated.
We expect margin convergence going forward given the cyclical nature of the rental industry, and monitor the margin variances and confirm the expectation of future convergence on a quarterly basis.
We similarly monitor the margin variances for the regions in the trench, power and fluid solutions segment. The trench, power and fluid solutions segment includes the locations acquired in the July 2018 BakerCorp acquisition discussed in note 4 to the consolidated financial statements. As such, there is not a long history of the acquired locations' rental margins included in the trench, power and fluid solutions segment. When monitoring for margin convergence, we include projected future results. We monitor the trench, power and fluid solutions segment margin variances and confirm the expectation of future convergence on a quarterly basis. The historic, pre-acquisition margins for the acquired BakerCorp locations are lower than the margins achieved at the other locations in the segment. We expect that the margins at the acquired locations will increase as we realize synergies following the acquisition, as a result of which, we expect future margin convergence.
We believe that the regions that are aggregated into our segments have similar economic characteristics, as each region is capital intensive, offers similar products to similar customers, uses similar methods to distribute its products, and is subject to similar competitive risks. The aggregation of our regions also reflects the management structure that we use for making operating decisions and assessing performance. Although we believe aggregating these regions into our reporting segments for segment reporting purposes is appropriate, to the extent that there are significant margin variances that do not converge, we may be required to disaggregate the regions into separate reporting segments. Any such disaggregation would have no impact on our consolidated results of operations.
These segments align our external segment reporting with how management evaluates business performance and allocates resources. We evaluate segment performance based on segment equipment rentals gross profit. Our revenues, operating results, and financial condition fluctuate from quarter to quarter reflecting the seasonal rental patterns of our customers, with rental activity tending to be lower in the winter.
Revenues by segment were as follows:
| General rentals | Trench, power and fluid solutions | Total | |||||||||
| Year Ended December 31, 2018 | |||||||||||
| Equipment rentals | $ | 5,550 | $ | 1,390 | $ | 6,940 | |||||
| Sales of rental equipment | 619 | 45 | 664 | ||||||||
| Sales of new equipment | 186 | 22 | 208 | ||||||||
| Contractor supplies sales | 68 | 23 | 91 | ||||||||
| Service and other revenues | 127 | 17 | 144 | ||||||||
| Total revenue | $ | 6,550 | $ | 1,497 | $ | 8,047 | |||||
| Year Ended December 31, 2017 | |||||||||||
| Equipment rentals | $ | 4,727 | $ | 988 | $ | 5,715 | |||||
| Sales of rental equipment | 509 | 41 | 550 | ||||||||
| Sales of new equipment | 159 | 19 | 178 | ||||||||
| Contractor supplies sales | 65 | 15 | 80 | ||||||||
| Service and other revenues | 105 | 13 | 118 | ||||||||
| Total revenue | $ | 5,565 | $ | 1,076 | $ | 6,641 | |||||
| Year ended December 31, 2016 | |||||||||||
| Equipment rentals | $ | 4,166 | $ | 775 | $ | 4,941 | |||||
| Sales of rental equipment | 459 | 37 | 496 | ||||||||
| Sales of new equipment | 128 | 16 | 144 | ||||||||
| Contractor supplies sales | 64 | 15 | 79 | ||||||||
| Service and other revenues | 91 | 11 | 102 | ||||||||
| Total revenue | $ | 4,908 | $ | 854 | $ | 5,762 |
Equipment rentals. 2018 equipment rentals of $6.9 billion increased $1.2 billion, or 21.4 percent, as compared to 2017, primarily reflecting an 18.8 percent increase in the volume of OEC on rent, which includes the impact of the NES, Neff, BakerCorp and BlueLine acquisitions, and a 2.2 percent rental rate increase. On a pro forma basis including the standalone,
pre-acquisition results of NES, Neff, BakerCorp and BlueLine, equipment rental revenue increased 10.5 percent year-over-year, primarily reflecting a 6.9 percent increase in the volume of OEC on rent and a 2.6 percent rental rate increase. We believe that the increases in the volume of OEC on rent and rental rates reflect improving demand in many of our core markets. Equipment rentals represented 86 percent of total revenues in 2018.
On a segment basis, equipment rentals represented 85 percent and 93 percent of total revenues for general rentals and trench, power and fluid solutions, respectively. General rentals equipment rentals increased $823, or 17.4 percent, as compared to 2017, primarily reflecting a 16.5 percent increase in the volume of OEC on rent, which includes the impact of the NES, Neff and BlueLine acquisitions, and increased rental rates. On a pro forma basis including the standalone, pre-acquisition results of NES, Neff and BlueLine, the volume of OEC on rent increased 5.5 percent. We believe that the increases in the volume of OEC on rent and rental rates reflect improving demand in many of our core markets. Trench, power and fluid solutions equipment rentals increased $402, or 40.7 percent, primarily reflecting a 46.5 percent increase in the volume of OEC on rent. On a pro forma basis including the standalone, pre-acquisition results of BakerCorp, the volume of OEC on rent increased 23.3 percent. The increase in the volume of OEC on rent reflects improved performance in our Fluid Solutions and Power and HVAC regions. The improvement in the Fluid Solutions region reflects growth in revenue from upstream oil and gas customers, which have experienced significant volatility in recent years. Additionally, due in part to the upstream oil and gas volatility, we have sought to diversify our revenue mix to achieve a reduced portion of business tied to oil and gas. We have diversified outside of oil and gas, and have grown our revenue from most of our non oil and gas customers (for example, industrial, construction and mining customers). The Power and HVAC region experienced growth in revenue from oil and gas, and non-residential construction, customers.
2017 equipment rentals of $5.7 billion increased $774, or 15.7 percent, as compared to 2016, primarily reflecting an 18.2 percent increase in the volume of OEC on rent, which includes the impact of the NES and Neff acquisitions, partially offset by a 0.2 percent rental rate decrease. On a pro forma basis including the standalone, pre-acquisition results of NES and Neff, equipment rental revenue increased 7.6 percent year-over-year, primarily reflecting a 7.1 percent increase in the volume of OEC on rent and a 0.4 percent rental rate increase. We believe that the increase in the volume of OEC on rent reflected improving demand in many of our core markets. Equipment rentals represented 86 percent of total revenues in 2017. On a segment basis, equipment rentals represented 85 percent and 92 percent of total revenues for general rentals and trench, power and fluid solutions, respectively. General rentals equipment rentals increased $561, or 13.5 percent, as compared to 2016, primarily reflecting a 16.9 percent increase in the volume of OEC on rent, which includes the impact of the NES and Neff acquisitions. On a pro forma basis including the standalone, pre-acquisition results of NES and Neff, the volume of OEC on rent increased 5.5 percent. We believe that the increase in the volume of OEC on rent reflected improving demand in many of our core markets. Trench, power and fluid solutions equipment rentals increased $213, or 27.5 percent, primarily reflecting a 34.9 percent increase in the volume of OEC on rent. Trench, power and fluid solutions average OEC increased 14.3 percent. The increase in the volume of OEC on rent significantly exceeded the increase in average OEC primarily due to improved performance in our Fluid Solutions region. The improvement in the Fluid Solutions region primarily reflected growth in revenue from i) upstream oil and gas customers, which have experienced significant volatility in recent years, and ii) construction and mining customers.
Sales of rental equipment. For the three years in the period ended December 31, 2018, sales of rental equipment represented approximately 8 percent of our total revenues. Our general rentals segment accounted for most of these sales. 2018 sales of rental equipment of $664 increased 20.7 percent from 2017 primarily reflecting increased volume, driven by a significantly larger fleet size, in a strong used equipment market. Average OEC for the year ended December 31, 2018 increased 20.3 percent year-over-year. 2017 sales of rental equipment of $550 increased 10.9 percent from 2016 primarily reflecting increased volume.
Sales of new equipment. For the three years in the period ended December 31, 2018, sales of new equipment represented approximately 3 percent of our total revenues. Our general rentals segment accounted for most of these sales. 2018 sales of new equipment of $208 increased 16.9 percent from 2017 primarily reflecting increased volume driven partially by some larger sales. 2017 sales of new equipment of $178 increased 23.6 percent from 2016 primarily reflecting increased volume and increased sales of larger equipment.
Sales of contractor supplies. For the three years in the period ended December 31, 2018, sales of contractor supplies represented approximately 1 percent of our total revenues. Our general rentals segment accounted for most of these sales. 2018 sales of contractor supplies did not change materially from 2017, and 2017 sales of contractor supplies were flat with 2016.
Service and other revenues. For the three years in the period ended December 31, 2018, service and other revenues represented approximately 2 percent of our total revenues. Our general rentals segment accounted for most of these sales. 2018 service and other revenues of $144 increased 22.0 percent from 2017 primarily reflecting an increased emphasis on this line of
business. 2017 service and other revenues of $118 increased 15.7 percent from 2016 primarily reflecting the impact of the NES acquisition and an increased emphasis on this line of business.
Fourth Quarter 2018 Items. The fourth quarter of 2018 includes $22 of merger related costs and $16 of restructuring charges primarily associated with the BakerCorp and BlueLine acquisitions discussed in note 4 to our consolidated financial statements. As discussed in note 12 to our consolidated financial statements, in the fourth quarter of 2018, we entered into a $1 billion senior secured term loan facility and issued $1.1 billion principal amount of 6 1/2 percent Senior Notes due 2026. As discussed in note 4 to the consolidated financial statements, the proceeds from the 6 1/2 percent Senior Notes and borrowings under the term loan facility were used to finance the acquisition of BlueLine in October 2018.
Fourth Quarter 2017 Items. The fourth quarter of 2017 includes an estimated benefit of $689 associated with the enactment of the Tax Act discussed further in note 13 to our consolidated financial statements. The fourth quarter of 2017 also includes $18 of merger related costs and $22 of restructuring charges primarily associated with the NES and Neff acquisitions discussed in note 4 to our consolidated financial statements. Additionally, in the fourth quarter of 2017, we redeemed the remaining $225 principal amount of our 7 5/8 percent Senior Notes due 2022. Upon the redemption of these notes, we recognized a loss of $11 in interest expense, net. The loss represented the difference between the net carrying amount and the total purchase price of the redeemed notes. The fourth quarter of 2017 also reflects a year-over-year increase of $11 in stock compensation expense primarily due to the impact of increased revenue, improved profitability, and increases in our stock price and in the volume of stock awards.
Segment Equipment Rentals Gross Profit
Segment equipment rentals gross profit and gross margin for each of the three years in the period ended December 31, 2018 were as follows:
| General rentals | Trench, power and fluid solutions | Total | |||||||||
| 2018 | |||||||||||
| Equipment Rentals Gross Profit | $ | 2,293 | $ | 670 | $ | 2,963 | |||||
| Equipment Rentals Gross Margin | 41.3 | % | 48.2 | % | 42.7 | % | |||||
| 2017 | |||||||||||
| Equipment Rentals Gross Profit | $ | 1,950 | $ | 490 | $ | 2,440 | |||||
| Equipment Rentals Gross Margin | 41.3 | % | 49.6 | % | 42.7 | % | |||||
| 2016 | |||||||||||
| Equipment Rentals Gross Profit | $ | 1,725 | $ | 364 | $ | 2,089 | |||||
| Equipment Rentals Gross Margin | 41.4 | % | 47.0 | % | 42.3 | % |
General rentals. For the three years in the period ended December 31, 2018, general rentals accounted for 80 percent of our total equipment rentals gross profit. This contribution percentage is consistent with general rentals’ equipment rental revenue contribution over the same period. General rentals’ equipment rentals gross profit in 2018 increased $343, and equipment rentals gross margin was flat with 2017. Time utilization was 69.4 percent and 70.2 percent for the years ended December 31, 2018 and 2017, respectively. The decrease in time utilization primarily reflected the impact of the NES, Neff and BlueLine acquisitions. The impact of the decreased time utilization on equipment rentals gross margin was offset by the impact of increased rental rates. The volume of OEC on rent increased 16.5 percent, including the impact of the NES, Neff and BlueLine acquisitions. On a pro forma basis including the standalone, pre-acquisition results of NES, Neff and BlueLine, the volume of OEC on rent increased 5.5 percent and time utilization was flat. We believe that the increases in the volume of OEC on rent and rental rates reflect improving demand in many of our core markets.
General rentals’ equipment rentals gross profit in 2017 increased $225 and equipment rentals gross margin decreased 10 basis points. Time utilization increased 90 basis points, and was 70.2 percent and 69.3 percent for the years ended December 31, 2017 and 2016, respectively. In 2017, we saw improving demand in many of our core markets, as evidenced by a 16.9 percent increase in the volume of OEC on rent, which includes the impact of the NES and Neff acquisitions. On a pro forma basis including the standalone, pre-acquisition results of NES and Neff, the volume of OEC on rent increased 5.5 percent.
Trench, power and fluid solutions. For the year ended December 31, 2018, equipment rentals gross profit increased by $180 and equipment rentals gross margin decreased 140 basis points from 2017. The increase in equipment rentals gross profit
primarily reflects increased equipment rentals revenue on a larger fleet. Year-over-year, trench, power and fluid solutions equipment rentals increased 40.7 percent, average OEC increased 43.0 percent and the volume of OEC on rent increased 46.5 percent. The decrease in the equipment rentals gross margin includes the impact of the BakerCorp acquisition and mix changes (in particular, fuel revenue, which generates lower margins, increased). The historic, pre-acquisition margins for the acquired BakerCorp locations are lower than the margins achieved at the other locations in the segment. We expect that the margins at the acquired locations will increase as we realize synergies following the acquisition.
For the year ended December 31, 2017, equipment rentals gross profit increased by $126 and equipment rentals gross margin increased 260 basis points from 2016, primarily reflecting increased equipment rentals revenue on a larger fleet. Year-over-year, trench, power and fluid solutions equipment rentals increased 27.5 percent, average OEC increased 14.3 percent and the volume of OEC on rent increased 34.9 percent. The increase in the volume of OEC on rent significantly exceeded the increase in average OEC primarily due to improved performance in our Fluid Solutions region. The improvement in the Fluid Solutions region primarily reflected growth in revenue from i) upstream oil and gas customers, which have experienced significant volatility in recent years, and ii) construction and mining customers.
Gross Margin. Gross margins by revenue classification were as follows:
| Year Ended December 31, | Change | ||||||||
| 2018 | 2017 | 2016 | 2018 | 2017 | |||||
| Total gross margin | 41.8% | 41.7% | 41.7% | 10 bps | — | ||||
| Equipment rentals | 42.7% | 42.7% | 42.3% | — | 40 bps | ||||
| Sales of rental equipment | 41.9% | 40.0% | 41.1% | 190 bps | (110) bps | ||||
| Sales of new equipment | 13.9% | 14.6% | 17.4% | (70) bps | (280) bps | ||||
| Contractor supplies sales | 34.1% | 30.0% | 30.4% | 410 bps | (40) bps | ||||
| Service and other revenues | 43.8% | 50.0% | 59.8% | (620) bps | (980) bps |
2018 gross margin of 41.8 percent increased 10 basis points. Equipment rentals gross margin was flat with 2017, primarily reflecting a 2.2 percent rental rate increase offset by a 90 basis point decrease in time utilization. Time utilization was 68.6 percent and 69.5 percent for the years ended December 31, 2018 and 2017, respectively. The decrease in time utilization primarily reflected the impact of the NES, Neff, BakerCorp and BlueLine acquisitions. The volume of OEC on rent increased 18.8 percent, including the impact of the NES, Neff, BakerCorp and BlueLine acquisitions. On a pro forma basis including the standalone, pre-acquisition results of NES, Neff, BakerCorp and BlueLine, the volume of OEC on rent increased 6.9 percent, rental rates increased 2.6 percent and time utilization increased 20 basis points. We believe that the increases in the volume of OEC on rent and rental rates reflect improving demand in many of our core markets. Gross margin from sales of rental equipment increased 190 basis points, primarily reflecting improved pricing and changes in the mix of equipment sold. The gross margin fluctuations from sales of new equipment, contractor supplies sales and service and other revenues generally reflect normal variability, and such margins did not have a significant impact on total gross margin (gross profit for these revenue types represented 4 percent of total gross profit for the year ended December 31, 2018).
2017 gross margin of 41.7 percent was flat with 2016. Equipment rentals gross margin increased 40 basis points, primarily reflecting a 160 basis point increase in time utilization partially offset by a 0.2 percent rental rate decrease. Time utilization was 69.5 percent and 67.9 percent for the years ended December 31, 2017 and 2016, respectively. Time utilization for 2017 was a full-year record. The volume of OEC on rent increased 18.2 percent, including the impact of the NES and Neff acquisitions. On a pro forma basis including the standalone, pre-acquisition results of NES and Neff, the volume of OEC on rent increased 7.1 percent and rental rates increased 0.4 percent. We believe that the increase in the volume of OEC on rent reflected improving demand in many of our core markets. Gross margin from sales of new equipment decreased 280 basis points. Sales of new equipment increased 23.6 percent, primarily reflecting increased volume and increased sales of larger equipment, some of which were at lower margins. Gross margin from service and other revenues decreased 980 basis points. In 2017, as a result of our increased focus on the service line of business, we increased the allocation of labor to it. Such labor costs were formerly included in cost of equipment rentals.
Other costs/(income)
The table below includes the other costs/(income) in our consolidated statements of income, as well as key associated metrics, for the three years in the period ended December 31, 2018:
| Year Ended December 31, | Change | ||||||||||||||
| 2018 | 2017 | 2016 | 2018 | 2017 | |||||||||||
| Selling, general and administrative ("SG&A") expense | $ | 1,038 | $ | 903 | $ | 719 | 15.0% | 25.6% | |||||||
| SG&A expense as a percentage of revenue | 12.9 | % | 13.6 | % | 12.5 | % | (70) bps | 110 bps | |||||||
| Merger related costs | 36 | 50 | — | (28.0)% | — | ||||||||||
| Restructuring charge | 31 | 50 | 14 | (38.0)% | 257.1% | ||||||||||
| Non-rental depreciation and amortization | 308 | 259 | 255 | 18.9% | 1.6% | ||||||||||
| Interest expense, net | 481 | 464 | 511 | 3.7% | (9.2)% | ||||||||||
| Other income, net | (6 | ) | (5 | ) | (5 | ) | 20.0% | —% | |||||||
| Provision (benefit) for income taxes | 380 | (298 | ) | 343 | (227.5)% | (186.9)% | |||||||||
| Effective tax rate | 25.7 | % | (28.4 | )% | 37.7 | % | 5,410 bps | (6,610) bps |
SG&A expense primarily includes sales force compensation, information technology costs, third party professional fees, management salaries, bad debt expense and clerical and administrative overhead. The decrease in SG&A expense as a percentage of revenue for the year ended December 31, 2018 primarily reflects a reduction in salaries and bonuses as a percentage of revenue.
The increase in SG&A expense as a percentage of revenue for the year ended December 31, 2017 primarily reflects increased compensation costs, including stock compensation costs, largely due to the impact of the NES and Neff acquisitions discussed in note 4 to the consolidated financial statements, improved profitability, and increases in our stock price and in the volume of stock awards.
The merger related costs reflect transaction costs associated with the NES, Neff, BakerCorp and BlueLine acquisitions discussed in note 4 to the consolidated financial statements. We have made a number of acquisitions in the past and may continue to make acquisitions in the future. Merger related costs only include costs associated with major acquisitions that significantly impact our operations. The historic acquisitions that have included merger related costs are RSC, which had annual revenues of approximately $1.5 billion prior to the acquisition, and National Pump, which had annual revenues of over $200 prior to the acquisition. As discussed in note 4 to the consolidated financial statements, NES had annual revenues of approximately $369, Neff had annual revenues of approximately $413, BakerCorp had annual revenues of approximately $295 and BlueLine had annual revenues of approximately $786.
The restructuring charges for the years ended December 31, 2018, 2017 and 2016 primarily reflect severance costs and branch closure charges associated with our restructuring programs. In the third quarter of 2018, we initiated a restructuring program following the closing of the BakerCorp acquisition discussed in note 4 to the consolidated financial statements. The restructuring program also includes actions undertaken associated with the BlueLine acquisition that is discussed in note 4 to the consolidated financial statements. See note 6 to our consolidated financial statements for additional information.
Non-rental depreciation and amortization includes (i) the amortization of other intangible assets and (ii) depreciation expense associated with equipment that is not offered for rent (such as computers and office equipment) and amortization expense associated with leasehold improvements. Our other intangible assets consist of customer relationships, non-compete agreements and trade names and associated trademarks. The year-over-year increase in non-rental depreciation and amortization for the year ended December 31, 2018 primarily reflects the impact of the Neff, BakerCorp and BlueLine acquisitions discussed in note 4 to the consolidated financial statements.
Interest expense, net for the years ended December 31, 2017 and 2016 included aggregate losses of $54 and $101, respectively, associated with debt redemptions and the amendments of our ABL facility. Excluding the impact of these losses, interest expense, net for the year ended December 31, 2018 increased year-over-year primarily due to the impact of higher average debt. The year-over-year increase in average debt includes the impact of the debt used to finance the NES, Neff, BakerCorp and BlueLine acquisitions discussed in note 4 to the consolidated financial statements. Excluding the impact of these losses, interest expense, net, for the year ended December 31, 2017 was flat year-over-year as the impact of higher average debt was offset by a lower average cost of debt.
A detailed reconciliation of the effective tax rates to the U.S. federal statutory income tax rate is included in note 13 to our consolidated financial statements. As discussed further in note 13, the income tax benefit for the year ended December 31, 2017 includes the substantial impact of the enactment of the Tax Act discussed above. The Tax Act reduced the U.S. federal statutory tax rate from 35 percent to 21 percent and the year ended December 31, 2018 reflects the decreased tax rate.
Balance sheet. Accounts receivable, net increased by $312, or 25.3 percent, from December 31, 2017 to December 31, 2018 primarily due to increased revenue, which included the impact of the BakerCorp and BlueLine acquisitions discussed in note 4 to the consolidated financial statements. Rental equipment, net increased by $1.776 billion, or 22.7 percent, and property and equipment, net increased by $147, or 31.5 percent, from December 31, 2017 to December 31, 2018, primarily due to the impact of the BakerCorp and BlueLine acquisitions and increased capital expenditures in response to a strong operating environment. Accounts payable increased by $127, or 31.1 percent, from December 31, 2017 to December 31, 2018 primarily due to the timing of payments (in December 2018, we had one fewer check-paying days than in December 2017, and December 2018 also included one less pay period than December 2017). Accrued expenses and other liabilities increased by $141, or 26.3 percent, from December 31, 2017 to December 31, 2018 primarily due to (i) increased income taxes payable due to an overpayment of federal taxes that significantly reduced taxes payable as of December 31, 2017, and (ii) increased interest payable due in part to the debt used to finance the BakerCorp and BlueLine acquisitions. See notes 9, 12 and 13 to the consolidated financial statements for discussions addressing our goodwill and other intangible assets, debt and deferred tax liability, respectively.
Liquidity and Capital Resources.
We manage our liquidity using internal cash management practices, which are subject to (i) the policies and cooperation of the financial institutions we utilize to maintain and provide cash management services, (ii) the terms and other requirements of the agreements to which we are a party and (iii) the statutes, regulations and practices of each of the local jurisdictions in which we operate. See "Financial Overview" above for a summary of the capital structure actions taken in 2018 and 2017 to improve our financial flexibility and liquidity.
Since 2012, we have repurchased a total of $2.45 billion of Holdings' common stock under four completed share repurchase programs. Additionally, in April 2018, our Board authorized a $1.25 billion share repurchase program which commenced in July 2018. As of December 31, 2018, we have repurchased $420 of Holdings' common stock under the $1.25 billion share repurchase program, which we intend to complete in 2019.
Our principal existing sources of cash are cash generated from operations and from the sale of rental equipment, and borrowings available under our ABL and accounts receivable securitization facilities. As of December 31, 2018, we had cash and cash equivalents of $43. Cash equivalents at December 31, 2018 consist of direct obligations of financial institutions rated A or better. We believe that our existing sources of cash will be sufficient to support our existing operations over the next 12 months. The table below presents financial information associated with our principal sources of cash as of and for the year December 31, 2018:
| ABL facility: | |||
| Borrowing capacity, net of letters of credit | $ | 1,264 | |
| Outstanding debt, net of debt issuance costs | 1,685 | ||
| Interest rate at December 31, 2018 | 4.0 | % | |
| Average month-end principal amount of debt outstanding (1) | 1,607 | ||
| Weighted-average interest rate on average debt outstanding | 3.5 | % | |
| Maximum month-end principal amount of debt outstanding (1) | 2,189 | ||
| Accounts receivable securitization facility: | |||
| Borrowing capacity | 125 | ||
| Outstanding debt, net of debt issuance costs | 850 | ||
| Interest rate at December 31, 2018 | 3.3 | % | |
| Average month-end principal amount of debt outstanding | 796 | ||
| Weighted-average interest rate on average debt outstanding | 2.9 | % | |
| Maximum month-end principal amount of debt outstanding | 870 |
| (1) | The maximum month-end principal amount of debt outstanding under the ABL facility exceeded the average month-end principal amount of debt outstanding during the year ended December 31, 2018 primarily due to the use of borrowings to fund the BakerCorp acquisition discussed in note 4 to the consolidated financial statements. |
We expect that our principal needs for cash relating to our operations over the next 12 months will be to fund (i) operating activities and working capital, (ii) the purchase of rental equipment and inventory items offered for sale, (iii) payments due under operating leases, (iv) debt service, (v) share repurchases and (vi) acquisitions. We plan to fund such cash requirements from our existing sources of cash. In addition, we may seek additional financing through the securitization of some of our real estate, the use of additional operating leases or other financing sources as market conditions permit. For
information on the scheduled principal and interest payments coming due on our outstanding debt and on the payments coming due under our existing operating leases, see “Certain Information Concerning Contractual Obligations.”
To access the capital markets, we rely on credit rating agencies to assign ratings to our securities as an indicator of credit quality. Lower credit ratings generally result in higher borrowing costs and reduced access to debt capital markets. Credit ratings also affect the costs of derivative transactions, including interest rate and foreign currency derivative transactions. As a result, negative changes in our credit ratings could adversely impact our costs of funding. Our credit ratings as of January 21, 2019 were as follows:
| Corporate Rating | Outlook | ||
| Moody’s | Ba2 | Stable | |
| Standard & Poor’s | BB | Stable |
A security rating is not a recommendation to buy, sell or hold securities. There is no assurance that any rating will remain in effect for a given period of time or that any rating will not be revised or withdrawn by a rating agency in the future.
The amount of our future capital expenditures will depend on a number of factors, including general economic conditions and growth prospects. We expect that we will fund such expenditures from cash generated from operations, proceeds from the sale of rental and non-rental equipment and, if required, borrowings available under the ABL facility and accounts receivable securitization facility. Net rental capital expenditures (defined as purchases of rental equipment less the proceeds from sales of rental equipment) were $1.44 billion and 1.22 billion in 2018 and 2017, respectively.
Loan Covenants and Compliance. As of December 31, 2018, we were in compliance with the covenants and other provisions of the ABL, accounts receivable securitization and term loan facilities and the senior notes. Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations.
The only financial maintenance covenant that currently exists under the ABL facility is the fixed charge coverage ratio. Subject to certain limited exceptions specified in the ABL facility, the fixed charge coverage ratio covenant under the ABL facility will only apply in the future if specified availability under the ABL facility falls below 10 percent of the maximum revolver amount under the ABL facility. When certain conditions are met, cash and cash equivalents and borrowing base collateral in excess of the ABL facility size may be included when calculating specified availability under the ABL facility. As of December 31, 2018, specified availability under the ABL facility exceeded the required threshold and, as a result, this financial maintenance covenant was inapplicable. Under our accounts receivable securitization facility, we are required, among other things, to maintain certain financial tests relating to: (i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding. The accounts receivable securitization facility also requires us to comply with the fixed charge coverage ratio under the ABL facility, to the extent the ratio is applicable under the ABL facility.
URNA’s payment capacity is restricted under the covenants in the ABL facility, the term loan facility and the indentures governing its outstanding indebtedness. Although this restricted capacity limits our ability to move operating cash flows to Holdings, because of certain intercompany arrangements, we do not expect any material adverse impact on Holdings’ ability to meet its cash obligations.
Sources and Uses of Cash. During 2018, we (i) generated cash from operating activities of $2.85 billion, (ii) generated cash from the sale of rental and non-rental equipment of $687 and (iii) received cash from debt proceeds, net of payments, of $2.24 billion. We used cash during this period principally to (i) purchase rental and non-rental equipment of $2.29 billion, (ii) purchase other companies for $2.97 billion and (iii) purchase shares of our common stock for $817. During 2017, we (i) generated cash from operating activities of $2.21 billion, (ii) generated cash from the sale of rental and non-rental equipment of $566 and (iii) received cash from debt proceeds, net of payments, of $1.59 billion. We used cash during this period principally to (i) purchase rental and non-rental equipment of $1.89 billion, (ii) purchase other companies for $2.38 billion, (iii) purchase shares of our common stock for $56 and (iv) pay financing costs of $44.
Free Cash Flow GAAP Reconciliation
We define “free cash flow” as net cash provided by operating activities less purchases of, and plus proceeds from, equipment, and plus excess tax benefits from share-based payment arrangements. The equipment purchases and proceeds are included in cash flows from investing activities. 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 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.
| Year Ended December 31, | |||||||||||
| 2018 | 2017 | 2016 | |||||||||
| Net cash provided by operating activities | $ | 2,853 | $ | 2,209 | $ | 1,941 | |||||
| Purchases of rental equipment | (2,106 | ) | (1,769 | ) | (1,246 | ) | |||||
| Purchases of non-rental equipment | (185 | ) | (120 | ) | (93 | ) | |||||
| Proceeds from sales of rental equipment | 664 | 550 | 496 | ||||||||
| Proceeds from sales of non-rental equipment | 23 | 16 | 14 | ||||||||
| Insurance proceeds from damaged equipment | 22 | 21 | 12 | ||||||||
| Excess tax benefits from share-based payment arrangements (1) | — | — | 58 | ||||||||
| Free cash flow | $ | 1,271 | $ | 907 | $ | 1,182 |
| (1) | We adopted accounting guidance in 2017 that changed the cash flow presentation of excess tax benefits from share-based payment arrangements. In the table above, the excess tax benefits from share-based payment arrangements for 2018 and 2017 are presented as a component of net cash provided by operating activities, while they are presented as a separate line item for 2016. Because we historically included the excess tax benefits from share-based payment arrangements in the free cash flow calculation, the adoption of this guidance did not change the calculation of free cash flow. |
Free cash flow for the year ended December 31, 2018 was $1.27 billion, an increase of $364 as compared to $907 for the year ended December 31, 2017. Free cash flow increased primarily due to increased cash provided by operating activities and increased proceeds from sales of rental equipment, partially offset by increased purchases of rental and non-rental equipment. Net rental capital expenditures (purchases of rental equipment less the proceeds from sales of rental equipment) increased $223, or 18 percent, year-over-year. Free cash flow for the year ended December 31, 2017 was $907, a decrease of $275 as compared to $1.18 billion for the year ended December 31, 2016. Free cash flow decreased primarily due to increased purchases of rental equipment partially offset by increased cash provided by operating activities.
Certain Information Concerning Contractual Obligations. The table below provides certain information concerning the payments coming due under certain categories of our existing contractual obligations as of December 31, 2018:
| 2019 | 2020 | 2021 | 2022 | 2023 | Thereafter | Total | |||||||||||||||
| Debt and capital leases (1) | $ | 903 | $ | 42 | $ | 1,733 | $ | 19 | $ | 1,011 | $ | 8,126 | $ | 11,834 | |||||||
| Interest due on debt (2) | 568 | 553 | 513 | 483 | 461 | 1,133 | 3,711 | ||||||||||||||
| Operating leases (1): | |||||||||||||||||||||
| Real estate | 148 | 125 | 102 | 71 | 43 | 47 | 536 | ||||||||||||||
| Equipment | 45 | 39 | 30 | 23 | 17 | 17 | 171 | ||||||||||||||
| Service agreements (3) | 18 | 18 | 18 | — | — | — | 54 | ||||||||||||||
| Purchase obligations (4) | 1,875 | — | — | — | — | — | 1,875 | ||||||||||||||
| Transition tax on unremitted foreign earnings and profits (5) | — | — | — | — | — | 14 | 14 | ||||||||||||||
| Total (6) | $ | 3,557 | $ | 777 | $ | 2,396 | $ | 596 | $ | 1,532 | $ | 9,337 | $ | 18,195 |
| (1) | The payments due with respect to a period represent (i) in the case of debt and capital leases, the scheduled principal payments due in such period, and (ii) in the case of operating leases, the minimum lease payments due in such period under non-cancelable operating leases. |
| (2) | Estimated interest payments have been calculated based on the principal amount of debt and the applicable interest rates as of December 31, 2018. |
| (3) | These primarily represent service agreements with third parties to provide wireless and network services. |
| (4) | As of December 31, 2018, we had outstanding purchase orders, which were negotiated in the ordinary course of business, with our equipment and inventory suppliers. These purchase commitments can generally be cancelled by us with 30 days notice and without cancellation penalties. The equipment and inventory receipts from the suppliers for these purchases and related payments to the suppliers are expected to be completed throughout 2019. |
| (5) | As discussed further in note 13 to the consolidated financial statements, the Tax Act, which was enacted in December 2017, included a transition tax on unremitted foreign earnings and profits. As of December 31, 2018, we have computed a transition tax amount payable of $62, which we have elected to pay over an eight-year period. The amount that we expect |
to pay as reflected in the table above represents the total we owe, net of an overpayment of federal taxes, which we are required to apply to the transition tax.
| (6) | This information excludes $9 of unrecognized tax benefits. It is not possible to estimate the time period during which these unrecognized tax benefits may be paid to tax authorities. |
Relationship Between Holdings and URNA. Holdings is principally a holding company and primarily conducts its operations through its wholly owned subsidiary, URNA, and subsidiaries of URNA. Holdings licenses its tradename and other intangibles and provides certain services to URNA in connection with its operations. These services principally include: (i) senior management services; (ii) finance and tax-related services and support; (iii) information technology systems and support; (iv) acquisition-related services; (v) legal services; and (vi) human resource support. In addition, Holdings leases certain equipment and real property that are made available for use by URNA and its subsidiaries.
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