Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 05, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | HERC HOLDINGS INC. | |
Entity Central Index Key | 1,364,479 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 28,324,477 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 24.3 | $ 24 |
Restricted cash and cash equivalents | 5.6 | 7 |
Receivables, net of allowance of $25.8 and $24.9, respectively | 287 | 293.3 |
Taxes receivable | 10.9 | 7.4 |
Inventory | 25.7 | 24.1 |
Prepaid expenses and other current assets | 14.7 | 15.9 |
Total current assets | 368.2 | 371.7 |
Revenue earning equipment, net | 2,372.3 | 2,390 |
Property and equipment, net | 268.9 | 272 |
Intangible assets, net | 309.5 | 303.9 |
Goodwill | 91 | 91 |
Other long-term assets | 34.6 | 34.7 |
Total assets | 3,444.5 | 3,463.3 |
LIABILITIES AND EQUITY | ||
Current maturities of long-term debt | 15.6 | 15.7 |
Accounts payable | 202.1 | 139 |
Accrued liabilities | 99.2 | 78.2 |
Taxes payable | 11.4 | 10 |
Total current liabilities | 328.3 | 242.9 |
Long-term debt, net | 2,122.9 | 2,178.6 |
Deferred taxes | 679 | 692.1 |
Other long-term liabilities | 32.6 | 32 |
Total liabilities | 3,162.8 | 3,145.6 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock, $0.01 par value, 13.3 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $0.01 par value, 133.3 shares authorized, 31.0 and 31.0 shares issued and 28.3 and 28.3 shares outstanding | 0.3 | 0.3 |
Additional paid-in capital | 1,754.8 | 1,753.3 |
Accumulated deficit | (664.4) | (625.2) |
Accumulated other comprehensive loss | (117) | (118.7) |
Treasury stock, at cost, 2.7 shares and 2.7 shares | (692) | (692) |
Total equity | 281.7 | 317.7 |
Total liabilities and equity | $ 3,444.5 | $ 3,463.3 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Receivables, allowance for doubtful accounts | $ 25.8 | $ 24.9 |
Preferred Stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized (in shares) | 13,300,000 | 13,300,000 |
Preferred Stock, shares issued (in shares) | 0 | 0 |
Preferred Stock, shares outstanding (in shares) | 0 | 0 |
Common Stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized (in shares) | 133,300,000 | 133,300,000 |
Common Stock, shares issued (in shares) | 31,000,000 | 31,000,000 |
Common Stock, shares outstanding (in shares) | 28,300,000 | 28,300,000 |
Treasury Stock, shares (in shares) | 2,700,000 | 2,700,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues: | ||
Equipment rentals | $ 320.6 | $ 307.8 |
Sales of revenue earning equipment | 54.4 | 37.5 |
Sales of new equipment, parts and supplies | 11.5 | 17.3 |
Service and other revenues | 2.9 | 3 |
Total revenues | 389.4 | 365.6 |
Expenses: | ||
Direct operating | 169.1 | 158.7 |
Depreciation of revenue earning equipment | 92.9 | 81.8 |
Cost of sales of revenue earning equipment | 54.9 | 45.4 |
Cost of sales of new equipment, parts and supplies | 8.4 | 13.1 |
Selling, general and administrative | 81.2 | 62.5 |
Interest expense, net | 37.8 | 6.5 |
Other income, net | (0.6) | (0.9) |
Total expenses | 443.7 | 367.1 |
Loss before income taxes | (54.3) | (1.5) |
Income tax benefit | 15.1 | 0 |
Net loss | $ (39.2) | $ (1.5) |
Weighted average shares outstanding: | ||
Basic (in shares) | 28.3 | 28.3 |
Diluted (in shares) | 28.3 | 28.3 |
Loss per share: | ||
Basic (in USD per share) | $ (1.39) | $ (0.05) |
Diluted (in USD per share) | $ (1.39) | $ (0.05) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (39.2) | $ (1.5) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | 1.7 | 22.1 |
Unrealized gains and losses on hedging instruments: | ||
Unrealized losses on hedging instruments | (0.4) | 0 |
Income tax benefit related to hedging instruments | 0.2 | 0 |
Pension and postretirement benefit liability adjustments: | ||
Amortization of net losses included in net periodic pension cost | 0.4 | 0.5 |
Pension and postretirement benefit liability adjustments arising during the period | 0 | (0.2) |
Income tax provision related to defined benefit pension plans | (0.2) | (0.1) |
Total other comprehensive income | 1.7 | 22.3 |
Total comprehensive income (loss) | $ (37.5) | $ 20.8 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Beginning balance (in shares) at Dec. 31, 2016 | 28.3 | |||||
Beginning balance at Dec. 31, 2016 | $ 317.7 | $ 0.3 | $ 1,753.3 | $ (625.2) | $ (118.7) | $ (692) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (39.2) | (39.2) | ||||
Other comprehensive income | 1.7 | 1.7 | ||||
Stock-based compensation charges | 1.5 | 1.5 | ||||
Ending balance (in shares) at Mar. 31, 2017 | 28.3 | |||||
Ending balance at Mar. 31, 2017 | $ 281.7 | $ 0.3 | $ 1,754.8 | $ (664.4) | $ (117) | $ (692) |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (39.2) | $ (1.5) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation of revenue earning equipment | 92.9 | 81.8 |
Depreciation of property and equipment | 10.5 | 9.3 |
Amortization of intangible assets | 1.2 | 1.2 |
Amortization of deferred financing costs | 1.6 | 1.1 |
Stock-based compensation charges | 1.5 | 1 |
Provision for receivables allowance | 10.6 | 12.2 |
Inventory provisions | 0.7 | 3.5 |
Deferred taxes | (15.1) | (0.1) |
Loss on sale of revenue earning equipment | 0.5 | 7.9 |
Gain on sale of property and equipment | (0.1) | (0.4) |
Income from joint ventures | (0.6) | (0.9) |
Other | 1.6 | 0 |
Changes in assets and liabilities: | ||
Receivables | 2.4 | 3.1 |
Inventory, prepaid expenses and other assets | (3.4) | (1) |
Accounts payable | 3.6 | (16.5) |
Accrued liabilities and other long-term liabilities | 17.8 | 4.1 |
Taxes receivable and payable | (0.3) | (2.2) |
Net cash provided by operating activities | 86.2 | 102.6 |
Cash flows from investing activities: | ||
Net change in restricted cash and cash equivalents | 1.4 | 2.9 |
Revenue earning equipment expenditures | (56.2) | (36.7) |
Proceeds from disposal of revenue earning equipment | 44.7 | 41.7 |
Non-rental capital expenditures | (17.9) | (4.7) |
Proceeds from disposal of property and equipment | 0.5 | 1.2 |
Net cash provided by (used in) investing activities | (27.5) | 4.4 |
Cash flows from financing activities: | ||
Repayments of long-term debt | (123.5) | 0 |
Proceeds from revolving line of credit | 173.8 | 365 |
Repayments on revolving line of credit | (105) | (365) |
Principal payments under capital lease obligations | (3.8) | (2.5) |
Proceeds from exercise of stock options and other | 0 | 8.7 |
Net settlement on vesting of equity awards | 0 | (0.3) |
Net transfers to THC | 0 | (122.7) |
Net financing activities with affiliates | 0 | 4.4 |
Net cash used in financing activities | (58.5) | (112.4) |
Effect of foreign exchange rate changes on cash and cash equivalents | 0.1 | 0.6 |
Net increase (decrease) in cash and cash equivalents during the period | 0.3 | (4.8) |
Cash and cash equivalents at beginning of period | 24 | 24.7 |
Cash and cash equivalents at end of period | 24.3 | 19.9 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest, net of amounts capitalized | 13.4 | 6.4 |
Cash paid for income taxes, net of refunds | 1.4 | 2.3 |
Supplemental disclosure of non-cash investing activity: | ||
Purchases of revenue earning equipment in accounts payable | 63 | 51.8 |
Sales of revenue earning equipment in accounts receivable | 5.5 | 0 |
Non-rental capital expenditures in accounts payable | $ 0 | $ 3.4 |
Background
Background | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background | Background Herc Holdings Inc. ("we," "us," "our," "Herc Holdings" or "the Company," or as the context requires, "its") is one of the leading equipment rental suppliers with approximately 275 company-owned locations at March 31, 2017, principally in North America. The Company conducts substantially all of its operations through subsidiaries, including Herc Rentals Inc. ("Herc"). Operations are conducted under the Herc Rentals brand in the United States and under the Hertz Equipment Rental brand in Canada and other international locations. The Company has been in the equipment rental business since 1965 and is a full-line equipment rental supplier in key markets, including commercial and residential construction, industrial and manufacturing, civil infrastructure, automotive, government and municipalities, energy, remediation, emergency response, facilities, entertainment and agriculture, as well as refineries and petrochemicals. The equipment rental business is supported by ProSolutions TM , the Company's industry-specific solutions-based services, and its professional grade tools, commercial vehicles, and pump, power and climate control product offerings. On June 30, 2016 the Company, in its previous form as the holding company of both the existing equipment rental operations as well as the former vehicle rental operations (in its form prior to the Spin-Off, "Hertz Holdings"), completed a spin-off (the "Spin-Off") of its global vehicle rental business through a dividend to stockholders of all of the issued and outstanding common stock of Hertz Rental Car Holding Company, Inc., which was re-named Hertz Global Holdings, Inc. ("New Hertz") in connection with the Spin-Off. New Hertz is now an independent public company and trades on the New York Stock Exchange under the symbol "HTZ." New Hertz continues to operate its global vehicle rental business through its operating subsidiaries including The Hertz Corporation ("THC"). The Company changed its name to Herc Holdings Inc. on June 30, 2016 and trades on the New York Stock Exchange under the symbol “HRI.” Following the Spin-Off, the Company continues to operate its global equipment rental business through its operating subsidiaries, including Herc. For accounting purposes, due to the relative significance of New Hertz to Hertz Holdings, New Hertz was considered the spinnor or divesting entity in the Spin-Off and Herc Holdings was considered the spinnee or divested entity. As a result, despite the legal form of the transaction, New Hertz was the "accounting successor" to Hertz Holdings. Under the accounting rules, the historical financial information of New Hertz is required to reflect the financial information of Hertz Holdings, as if New Hertz spun off Herc Holdings in the Spin-Off. In contrast, the historical financial information of Herc Holdings for the three months ended March 31, 2016 presented in these condensed consolidated financial statements reflects the financial information of the equipment rental business and certain parent legal entities of Herc as historically operated as part of Hertz Holdings, as if Herc Holdings was a stand-alone company for such period. The historical financial information of Herc Holdings presented in these condensed consolidated financial statements is not necessarily indicative of what Herc Holdings’ financial position or results of operations actually would have been had Herc Holdings operated as a separate, independent company for the period presented. |
Basis of Presentation and Recen
Basis of Presentation and Recently Issued Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Recently Issued Accounting Pronouncements | Basis of Presentation and Recently Issued Accounting Pronouncements Basis of Presentation The Company prepares its condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, the condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Actual results could differ materially from those estimates. Significant estimates inherent in the preparation of the condensed consolidated financial statements include depreciation of revenue earning equipment, pension and postretirement benefits, the recoverability of long-lived assets, useful lives and impairment of long-lived tangible and intangible assets including goodwill and trade name, accounting for income taxes, valuation of stock-based compensation, reserves for litigation and other contingencies, reserves for restructuring, allowances for receivables and, prior to the Spin-Off, allocated general corporate expenses from THC, among others. The financial statements for the three months ended March 31, 2016 included in this Quarterly Report on Form 10-Q (this "Report") represent the carve-out financial results. Principles of Consolidation The condensed consolidated financial statements include the accounts of Herc Holdings and its wholly owned subsidiaries. In the event that the Company is a primary beneficiary of a variable interest entity, the assets, liabilities and results of operations of the variable interest entity are included in the Company's condensed consolidated financial statements. The Company accounts for its investments in joint ventures using the equity method when it has significant influence but not control and is not the primary beneficiary. All significant intercompany transactions have been eliminated in consolidation. Transactions between the Company and THC and its affiliates prior to the Spin-Off are herein referred to as “related party” or “affiliated” transactions for the 2016 period presented. Effective with the Spin-Off on June 30, 2016 , all transactions with THC and its affiliates were settled and paid in full. Effective upon the Spin-Off, the Company entered into certain agreements with New Hertz, including a transition service agreement ("TSA"). See Note 14 , " Arrangements with New Hertz " for further information. For periods prior to the Spin-Off, the condensed consolidated financial statements include net interest expense on loans receivable and payable to affiliates and expense allocations for certain corporate functions historically performed by THC, including, but not limited to, general corporate expenses related to finance, legal, information technology, human resources, communications, employee benefits and incentives, insurance and stock-based compensation. These expenses were allocated to the Company on the basis of direct usage when identifiable, with the remainder allocated on the basis of revenues, operating expenses, headcount or other relevant measures. Management believes the assumptions underlying the condensed consolidated financial statements, including the assumptions regarding the allocation of corporate expenses from THC, are reasonable. Nevertheless, the condensed consolidated financial statements may not include all of the expenses that would have been incurred had the Company been a stand-alone company during the periods presented and may not reflect the Company's condensed consolidated financial position, results of operations and cash flows had the Company been a stand-alone company during the periods presented. Actual costs that would have been incurred if the Company had been a stand-alone company would have depended on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. For additional information related to costs allocated to the Company by THC, see Note 13 , " Related Party Transactions ." Stock Split On June 30, 2016, the Company effected a 1-for-15 reverse stock split. The reverse stock split reduced the number of authorized shares of common stock and preferred stock to 133.3 million and 13.3 million , respectively. All share data and per share amounts have been retroactively adjusted for the reverse stock split in the accompanying condensed consolidated financial statements and notes thereto for all historical periods presented. Reclassification of Prior Period Presentation Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported condensed consolidated balance sheets, results of operations, equity or cash flows for any period presented. Correction of Errors During the Spin-Off and distribution process, the Company determined that certain historical balances that were attributed to Herc entities should have been attributed to THC. These classification errors were primarily caused by the historical mapping of certain entities to the Herc segment for Hertz Holdings and THC financial reporting purposes. As a result, certain historical balances related to Hertz Holdings and THC were inadvertently included in the historical carve-out financial statements of the Company. The Company assessed the materiality of these errors, both quantitatively and qualitatively, and concluded that the adjustments are not material to any prior annual or interim financial statements. The Company has revised its previously reported condensed consolidated statements of other comprehensive income (loss), and statement of cash flows in this Report to correct these errors. There was no impact of these errors to the condensed consolidated balance sheets presented in this Report or to the condensed consolidated statements of operations for any period. The table below reflects the impact of the revisions to amounts included in this Report that were previously reported by the Company (in millions). Three Months Ended March 31, 2016 As Previously Reported Adjustments As Revised Condensed Consolidated Statements of Other Comprehensive Income (Loss) Total other comprehensive income (loss) $ 33.0 $ (10.7 ) $ 22.3 Total comprehensive income (loss) 31.5 (10.7 ) 20.8 Three Months Ended March 31, 2016 As Previously Reported Adjustments As Revised Condensed Consolidated Statements of Cash Flows Net cash provided by operating activities $ 102.1 $ 0.5 $ 102.6 Net cash used in financing activities (111.9 ) (0.5 ) (112.4 ) The Company has revised its condensed consolidated statement of operations for the three months ended March 31, 2016 to correct the recording of $1.2 million of expense from direct operating expense into selling, general and administrative expense, which did not impact net income. The correction resulted from incorrect mapping of certain expense accounts to the financial statement line items. During the first quarter of 2017, the Company identified an error related to its classification of certain restricted cash. Accordingly, the Company has revised its consolidated balance sheet as of December 31, 2016 to correct the classification of $12.4 million from restricted cash to cash and cash equivalents as the cash was determined to be available for use in general operations. This correction also impacted the condensed consolidated statements of cash flows for the three months ended March 31, 2016 by reducing cash provided by investing activities by $1.4 million and increasing cash and cash equivalents at the beginning and end of the period by $9.0 million and $7.6 million , respectively. The Company will also correct its previously reported financial statements in its future filings. The Company assessed the materiality of the error from qualitative and quantitative perspectives and concluded the adjustments were not material to its previously issued annual and interim financial statements. There was no impact of this error to the condensed consolidated statement of operations, condensed consolidated statements of other comprehensive income (loss) or condensed consolidated statement of equity presented in this Report or for any period. Recently Issued Accounting Pronouncements Adopted Simplifying the Subsequent Measurement of Inventory In July 2015, the Financial Accounting Standards Board ("FASB") issued guidance that requires inventory to be measured at the lower of cost and net realizable value (rather than cost or market), excluding inventory measured using the last-in, first-out method or the retail inventory method. Net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The Company adopted this guidance on January 1, 2017 in accordance with the effective date. Adoption of this guidance did not impact the Company's financial position, results of operations or cash flows. Simplifying the Transition to the Equity Method of Accounting In March 2016, the FASB issued guidance that eliminates the requirement to apply the equity method of accounting retrospectively when significant influence over a previously held investment is obtained. Rather, the guidance requires the investor to add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method of accounting. The Company adopted this guidance on January 1, 2017 in accordance with the effective date. Adoption of this guidance did not impact the Company's financial position, results of operations or cash flows. Improvements to Employee Share-Based Payment Accounting In March 2016, the FASB issued guidance that simplifies several areas of employee share-based payment accounting, including: (i) eliminating tracking of tax "windfalls" in a separate pool within additional paid-in capital; instead, excess tax benefits and tax deficiencies are recorded within income tax expense; (ii) eliminating the requirement that excess tax benefits be realized before they can be recognized which is required to be recorded as an adjustment to opening retained earnings; however, the impact to the Company was zero upon adoption; (iii) presentation of excess tax benefits as an operating activity on the statement of cash flows, which had no impact on the Company; (iv) presentation of employee taxes paid directly to a taxing authority when directly withholding shares for tax-withholding purposes as a financing activity on the statement of cash flows, which had no impact as the Company has historically followed this presentation and (v) making a policy election regarding treatment of forfeitures, with respect to which the Company will continue to estimate forfeitures. The Company adopted this guidance on January 1, 2017 in accordance with the effective date. Adoption of this guidance did not impact the Company's consolidated statement of operations during the three months ended March 31, 2017 . Not Yet Adopted Revenue from Contracts with Customers In May 2014, the FASB issued guidance that will replace most existing revenue recognition guidance in U.S. GAAP. The new guidance applies to all contracts with customers except for leases, insurance contracts, financial instruments, certain nonmonetary exchanges and certain guarantees. The core principle of the guidance is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The new principles-based revenue recognition model requires an entity to perform five steps in its analysis: 1) identify the contract(s) with a customer, 2) identify the performance obligations in the contract, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations in the contract, and 5) recognize revenue when (or as) the entity satisfies a performance obligation. Under the new guidance, performance obligations in a contract will be separately identified, which may impact the timing of recognition of the revenue allocated to each obligation. The measurement of revenue recognized may also be impacted by identification of new performance obligations and other matters, such as collectability and variable consideration. Also, additional disclosures are required about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The new guidance may be adopted on either a full or modified retrospective basis. As originally issued, the guidance was effective for annual reporting periods beginning after December 15, 2016, including interim periods within those reporting periods. However in July 2015, the FASB agreed to defer the effective date until annual and interim reporting periods beginning after December 15, 2017. In March 2016, the FASB issued clarifying guidance on assessing whether an entity is a principal or an agent in a revenue transaction, which impacts whether an entity reports revenue on a gross or net basis. In April 2016, the FASB issued guidance that reduces the complexity for identifying performance obligations and clarifies the implementation guidance on licensing for intellectual property. In May 2016, the FASB issued guidance that clarifies the collectability criterion, the presentation of sales taxes and non-cash consideration, and provides additional implementation practical expedients. The Company believes the accounting for equipment rental revenue is primarily outside of the scope of the revenue guidance and will be evaluated under the new lease guidance, which is described further under the heading "Leases" below. The Company is evaluating the guidance with respect to sales of revenue earning equipment, sales of new equipment, parts and supplies and service and other revenues, the impact of which is not currently estimable. Leases In February 2016, the FASB issued guidance that replaces the existing lease guidance. The new guidance establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance also expands the requirements for lessees to record leases embedded in other arrangements and the required quantitative and qualitative disclosures surrounding leases. Accounting guidance for lessors is largely unchanged. This guidance is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods using a modified retrospective transition approach. The Company is in the process of assessing the potential impacts of adopting this guidance on its financial position, results of operations and cash flows. Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments In August 2016, the FASB issued guidance to eliminate the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows, by adding or clarifying guidance on eight specific cash flow issues. This guidance is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of assessing the potential impacts of adopting this guidance on its statement of cash flows. Statement of Cash Flows: Restricted Cash In November 2016, the FASB issued guidance requiring restricted cash and cash equivalents to be included with cash and cash equivalents on the statement cash flows. This guidance is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of assessing the potential impacts of adopting this guidance on its statement of cash flows. Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory In October 2016, the FASB issued guidance requiring an entity to recognize upon transfer the income tax consequences of an intra-entity transfer of an asset other than inventory, eliminating the current recognition exception. Two common examples of assets included in the scope of this standard are intellectual property and property, plant and equipment. The standard is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. The Company has not yet determined the potential impacts of adopting this guidance on its financial position, results of operations and cash flows. Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued guidance to simplify the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The guidance requires that an entity recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. This guidance is effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted. The Company has not yet determined the potential impacts of adopting this guidance on its financial position, results of operations and cash flows. Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Costs In March 2017, the FASB issued guidance on the presentation of net periodic pension and postretirement benefit costs in the income statement and on the components eligible for capitalization. The guidance requires the reporting of the service cost component of the net periodic benefit costs in the same income statement line item as other components of net periodic costs arising from services rendered by an employee during the period, and that non-service-cost components be presented in the income statement separately from the service cost components and outside a subtotal of income from operations. The guidance also allows for the capitalization of the service cost components, when applicable. This guidance is effective for annual and interim periods beginning after December 15, 2017. The Company has not yet determined the potential impacts of adopting this guidance on its financial position, results of operations and cash flows. |
Revenue Earning Equipment
Revenue Earning Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property Subject to or Available for Operating Lease, Net [Abstract] | |
Revenue Earning Equipment | Revenue Earning Equipment Revenue earning equipment consists of the following (in millions): March 31, 2017 December 31, 2016 Revenue earning equipment $ 3,685.3 $ 3,695.5 Less: Accumulated depreciation (1,313.0 ) (1,305.5 ) Revenue earning equipment, net $ 2,372.3 $ 2,390.0 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company's debt consists of the following (in millions): Weighted Average Effective Interest Rate at March 31, 2017 Weighted Average Stated Interest Rate at March 31, 2017 Fixed or Floating Interest Rate Maturity March 31, December 31, Senior Secured Second Priority Notes 2022 Notes 7.88% 7.50% Fixed 2022 $ 549.0 $ 610.0 2024 Notes 8.06% 7.75% Fixed 2024 562.5 625.0 Other Debt ABL Credit Facility N/A 2.70% Floating 2021 978.8 910.0 Capital leases 3.99% N/A Fixed 2016-2021 66.5 70.3 Unamortized Debt Issuance Costs (a) (18.3 ) (21.0 ) Total debt 2,138.5 2,194.3 Less: Current maturities of long-term debt (15.6 ) (15.7 ) Long-term debt, net $ 2,122.9 $ 2,178.6 (a) Unamortized debt issuance costs totaling $16.1 million and $17.1 million related to the ABL Credit Facility (as defined below) are included in "Other long-term assets" in the condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016 , respectively. The effective interest rates for the fixed rate 2022 Notes and 2024 Notes (as defined below) include the stated interest on the notes and the amortization of any debt issuance costs. Senior Secured Second Priority Notes In June 2016 , Herc issued $610.0 million aggregate principal amount of 7.50% senior secured second priority notes due 2022 (the "2022 Notes") and $625.0 million aggregate principal amount of 7.75% senior secured second priority notes due 2024 (the "2024 Notes" and, together with the 2022 Notes, the "Notes"). Interest on the 2022 Notes accrues at the rate of 7.50% per annum and is payable semi-annually in arrears on June 1 and December 1 . The 2022 Notes mature on June 1, 2022 . Interest on the 2024 Notes accrues at the rate of 7.75% per annum and is payable semi-annually in arrears on June 1 and December 1 . The 2024 Notes mature on June 1, 2024 . On March 10, 2017 Herc drew down on its ABL Credit Facility (as defined below) and redeemed $61.0 million in aggregate principal amount of the 2022 Notes and $62.5 million in aggregate principal amount of the 2024 Notes and recorded a $5.8 million loss on the early extinguishment of debt, comprised of a 3% cash premium totaling $3.7 million and a non-cash charge of $2.1 million for the write-off of unamortized debt issuance costs. The loss on early extinguishment of debt is included in "Interest expense, net” in the Company's condensed consolidated statement of operations. ABL Credit Facility The Company's asset-based revolving credit agreement, executed by its Herc subsidiary, provides for senior secured revolving loans up to a maximum aggregate principal amount of $1,750 million (subject to availability under a borrowing base), including revolving loans in an aggregate principal amount of $350 million available to Canadian borrowers and U.S. borrowers (the "ABL Credit Facility"). Up to $250 million of the revolving loan facility is available for the issuance of letters of credit, subject to certain conditions including issuing lender participation. Extensions of credit under the ABL Credit Facility are limited by a borrowing base calculated periodically based on specified percentages of the value of eligible rental equipment, eligible service vehicles, eligible spare parts and merchandise, eligible accounts receivable, and eligible unbilled accounts subject to certain reserves and other adjustments. Subject to the satisfaction of certain conditions and limitations, the ABL Credit Facility allows for the addition of incremental revolving and/or term loan commitments. In addition, the ABL Credit Facility permits Herc to increase the amount of commitments under the ABL Credit Facility with the consent of each lender providing an additional commitment, subject to satisfaction of certain conditions. The ABL Credit Facility matures on June 30, 2021 . The interest rates applicable to the loans under the ABL Credit Facility are based on a fluctuating rate of interest measured by reference to either, at the borrowers’ option, (i) an adjusted London inter-bank offered rate, plus a borrowing margin or (ii) an alternate base rate, plus a borrowing margin (or, in the case of the Canadian borrowers, a rate equal to the rate on bankers’ acceptances with the same maturity, plus a borrowing margin). The borrowing margin on the ABL Credit Facility is determined based on a pricing grid that is bifurcated based on corporate credit ratings, with levels within the grid based on available commitments. Customary fees are also payable in respect of the ABL Credit Facility, including a commitment fee on the unutilized portion thereof. Covenants Notes The indenture governing the Notes contains covenants that, among other things, limit the ability of Herc to incur additional indebtedness, guarantee indebtedness or issue certain preferred shares; pay dividends on, redeem or repurchase stock or make other distributions in respect of its capital stock; repurchase, prepay or redeem subordinated indebtedness; make loans and investments; create liens; transfer or sell assets; consolidate, merge or sell or otherwise dispose of all or substantially all of its assets; enter into certain transactions with affiliates; and designate subsidiaries as unrestricted subsidiaries. ABL Credit Facility The ABL Credit Facility contains a number of negative covenants that, among other things, limit or restrict the ability of the borrowers and, in certain cases, their restricted subsidiaries to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay certain indebtedness, make certain dividends, create liens, make investments, make acquisitions, engage in mergers, change the nature of their business, engage in certain transactions with affiliates and enter into certain restrictive agreements. Failure to maintain certain levels of liquidity will subject the Herc credit group to a contractually specified fixed charge coverage ratio of not less than 1 :1 for the four quarters most recently ended. As of March 31, 2017 , the Company was not subject to the fixed charge coverage ratio test. Covenants in the ABL Credit Facility restrict payment of cash dividends to any parent of Herc, including Herc Holdings, except in an aggregate amount, taken together with certain investments, acquisitions and optional prepayments, not to exceed $200 million . Herc may also pay additional cash dividends under the ABL Credit Facility under certain circumstances. The ABL Credit Facility also contains certain affirmative covenants, including financial and other reporting requirements. Borrowing Capacity and Availability After outstanding borrowings, the following was available to the Company under the ABL Credit Facility as of March 31, 2017 (in millions): Remaining Capacity Availability Under Borrowing Base Limitation ABL Credit Facility $ 748.3 $ 748.3 Letters of Credit As of March 31, 2017 , the ABL Credit Facility had $227.1 million available under the letter of credit facility sublimit, subject to borrowing base restrictions as $22.9 million of standby letters of credit were issued and outstanding, none of which have been drawn upon. |
Employee Retirement Benefits
Employee Retirement Benefits | 3 Months Ended |
Mar. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Retirement Benefits | Employee Retirement Benefits In July 2016, the Company established the Herc Holdings Retirement Plan (the "Plan"). Prior to the Spin-Off, the Company participated in The Hertz Corporation Account Balance Defined Benefit Pension Plan (the "Hertz Plan"). The majority of assets and liabilities attributable to current and former employees of the equipment rental business were transferred from the Hertz Plan to the Plan following the Spin-Off based on a preliminary allocation. The final transfer of assets into the Plan, totaling $6.5 million , occurred in April 2017. The following table sets forth the net periodic pension cost (benefit) (in millions): Three Months Ended March 31, 2017 2016 Components of Net Periodic Pension Cost (Benefit): Interest cost $ 1.5 $ 1.5 Expected return on plan assets (1.6 ) (2.0 ) Net amortizations of actuarial net loss 0.4 0.5 Net periodic pension cost (benefit) $ 0.3 $ — |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation During the three months ended March 31, 2017 , under the Herc Holdings Inc. 2008 Omnibus Incentive Plan (the "Omnibus Plan"), the Company granted 133,409 restricted stock units ("RSUs") and 113,331 performance stock units ("PSUs") at a weighted average grant date fair value of $48.33 . Substantially all of the RSUs vest 100% at the end of three years, and the PSUs vest 100% at the end of three years provided the performance target is met at the vesting date. A summary of the total compensation expense and associated income tax benefits recognized under the Omnibus Plan are as follows (in millions): Three Months Ended March 31, 2017 2016 Compensation expense $ 1.5 $ 1.0 Income tax benefit (0.6 ) (0.4 ) Total $ 0.9 $ 0.6 Stock-based compensation expense includes expense attributable to the Company based on the terms of the awards granted under the Omnibus Plan to the Company's employees. Additionally, during three months ended March 31, 2016 , stock-based compensation expense includes an allocation of THC's corporate and shared functional employee expenses of $0.6 million on a pre-tax basis. As of March 31, 2017 , there was $22.3 million of total unrecognized compensation cost related to non-vested stock options, RSUs and PSUs granted under the Omnibus Plan. The total unrecognized compensation cost is expected to be recognized over the remaining 2.4 years, on a weighted average basis, of the requisite service period that began on the grant dates. Employee Stock Purchase Plan In connection with the Spin-Off, Herc Holdings inherited the Hertz Global Holdings, Inc. Employee Stock Purchase Plan (the "ESPP"). At the date of the Spin-Off, the ESPP had been suspended; however, the Company reinstated the ESPP on January 1, 2017, which was amended and restated as the Herc Holdings Inc. Employee Stock Purchase Plan. The ESPP enables eligible employees to purchase the Company's common stock at a price per share equal to 85% of the fair market value of a share at the acquisition date. Payment for shares is made through payroll deductions based on a predetermined contribution amount established by the individual employee. During the three months ended March 31, 2017 , the Company recognized compensation expense of $0.1 million related to the ESPP. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax benefit was $15.1 million for the three months ended March 31, 2017 compared to zero for the same period in 2016. The income tax benefit in 2017 was primarily driven by pre-tax losses, partially offset by non-deductible expenses and valuation allowances recorded on losses generated by foreign loss jurisdictions, compared to near breakeven results in 2016. The effective tax rate for the full fiscal year 2017 is expected to be approximately 25% . In connection with the Spin-Off, net operating loss carryforwards have been split between the Company and New Hertz pursuant to the Internal Revenue Code and regulations. While not expected to be significant, the split of net operating loss carryforwards may be further adjusted as income tax returns are finalized through 2017. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The changes in the accumulated other comprehensive income (loss) balance by component (net of tax) for the three months ended March 31, 2017 are presented in the table below (in millions). Pension and Other Post-Employment Benefits Unrealized Losses on Hedging Instruments Foreign Currency Items Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2016 $ (14.6 ) $ — $ (104.1 ) $ (118.7 ) Other comprehensive income (loss) before reclassification — (0.2 ) 1.7 1.5 Amounts reclassified from accumulated other comprehensive loss 0.2 — — 0.2 Net current period other comprehensive income (loss) 0.2 (0.2 ) 1.7 1.7 Balance at March 31, 2017 $ (14.4 ) $ (0.2 ) $ (102.4 ) $ (117.0 ) Amounts reclassified from accumulated other comprehensive income (loss) to net income (loss) were as follows (in millions): Three Months Ended March 31, Pension and other postretirement benefit plans Statement of Operations Caption 2017 2016 Amortization of actuarial losses Selling, general and administrative $ 0.4 $ 0.5 Tax benefit Income tax expense (0.2 ) (0.2 ) Total reclassifications for the period $ 0.2 $ 0.3 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings From time to time the Company is a party to various legal proceedings. Summarized below are the most significant legal proceedings to which the Company is a party. In re Hertz Global Holdings, Inc. Securities Litigation - In November 2013, a putative shareholder class action, Pedro Ramirez, Jr. v. Hertz Global Holdings, Inc., et al., was commenced in the U.S. District Court for the District of New Jersey naming Hertz Holdings and certain of its officers as defendants and alleging violations of the federal securities laws. The complaint alleged that Hertz Holdings made material misrepresentations and/or omission of material fact in its public disclosures during the period from February 25, 2013 through November 4, 2013, in violation of Section 10(b) and 20(a) of the Exchange Act, and Rule 10b-5 promulgated thereunder. The complaint sought unspecified monetary damages on behalf of the purported class and an award of costs and expenses, including counsel fees and expert fees. In June 2014, Hertz Holdings moved to dismiss the amended complaint. In October 2014, the court granted Hertz Holdings’ motion to dismiss without prejudice, allowing the plaintiffs to amend their complaint a second time. In November 2014, plaintiff filed a second amended complaint which shortened the putative class period and made allegations that were not substantively very different than the allegations in the prior complaint. In early 2015, Hertz Holdings moved to dismiss the second amended complaint. On July 22, 2015, the court granted Hertz Holdings’ motion to dismiss without prejudice, allowing plaintiff to file a third amended complaint. In August 2015, plaintiff filed a third amended complaint which included additional allegations, named additional then-current and former officers as defendants and expanded the putative class period to extend from February 14, 2013 to July 16, 2015. In November 2015, Hertz Holdings moved to dismiss the third amended complaint. The plaintiff then sought leave to add a new plaintiff because of challenges to the standing of the first plaintiff. The court granted plaintiff leave to file a fourth amended complaint to add the new plaintiff, and the new complaint was filed on March 1, 2016. Hertz Holdings and the individual defendants moved to dismiss the fourth amended complaint with prejudice on March 24, 2016. In April 2017, the court granted Hertz Holdings' and the individual defendants' motions to dismiss and dismissed the action with prejudice. Governmental Investigations - In June 2014, Hertz Holdings was advised by the staff of the New York Regional Office of the Securities and Exchange Commission ("SEC") that it is investigating the events disclosed in certain of Hertz Holdings’ filings with the SEC. In addition, in December 2014 a state securities regulator requested information from Hertz Holdings regarding the same or similar events. Starting in June 2016, Hertz Holdings and New Hertz have had communications with the United States Attorney’s Office for the District of New Jersey regarding the same or similar events. New Hertz is responsible for managing these matters. The investigations and communications generally involve the restatements included in Hertz Holdings’ 2014 Form 10-K and related accounting for prior periods. Among other matters, the restatements included in Hertz Holdings’ 2014 Form 10-K addressed a variety of accounting matters involving THC's former Brazil vehicle rental operations. Hertz Holdings identified certain activities by THC's former vehicle rental operations in Brazil that may raise issues under the Foreign Corrupt Practices Act and other federal and local laws. THC has self-reported these issues to appropriate government entities, and these issues continue to be investigated. The Company has and intends to continue to cooperate with all governmental requests related to the foregoing. At this time, the Company is currently unable to predict the outcome of these proceedings and issues or to reasonably estimate the range of possible losses, which could be material. In addition, the Company is subject to a number of claims and proceedings that generally arise in the ordinary conduct of its business. These matters include, but are not limited to, claims arising from the operation of rented equipment and workers' compensation claims. The Company does not believe that the liabilities arising from such ordinary course claims and proceedings will have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows. The Company has established reserves for matters where the Company believes the losses are probable and can be reasonably estimated. For matters where a reserve has not been established, including certain of those described above, the ultimate outcome or resolution cannot be predicted at this time, or the amount of ultimate loss, if any, cannot be reasonably estimated. Litigation is subject to many uncertainties and there can be no assurance as to the outcome of the individual litigated matters. It is possible that certain of the actions, claims, inquiries or proceedings, including those discussed above, could be decided unfavorably to the Company or any of its subsidiaries involved. Accordingly, it is possible that an adverse outcome from such a proceeding could exceed the amount accrued in an amount that could be material to the Company's consolidated financial condition, results of operations or cash flows in any particular reporting period. Off-Balance Sheet Commitments Indemnification Obligations In the ordinary course of business, the Company executes contracts involving indemnification obligations customary in the relevant industry and indemnifications specific to a transaction such as the sale of a business. These indemnification obligations might include claims relating to the following: environmental matters; intellectual property rights; governmental regulations and employment-related matters; customer, supplier and other commercial contractual relationships; and financial matters. Performance under these indemnification obligations would generally be triggered by a breach of terms of the contract or by a third party claim. The Company regularly evaluates the probability of having to incur costs associated with these indemnification obligations and has accrued for expected losses that are probable and estimable. The types of indemnification obligations for which payments are possible include the following: The Spin-Off In connection with the Spin-Off, pursuant to the separation and distribution agreement (as discussed in Note 14 , " Arrangements with New Hertz "), the Company has assumed the liability for, and control of, all pending and threatened legal matters related to its equipment rental business and related assets, as well as assumed or retained liabilities, and will indemnify New Hertz for any liability arising out of or resulting from such assumed legal matters. The separation and distribution agreement also provides for certain liabilities to be shared by the parties. The Company is responsible for a portion of these shared liabilities (typically 15% ), as set forth in that agreement. New Hertz is responsible for managing the settlement or other disposition of such shared liabilities. Pursuant to the tax matters agreement, the Company has agreed to indemnify New Hertz for any resulting taxes and related losses if the Company takes or fails to take any action (or permits any of its affiliates to take or fail to take any action) that causes the Spin-Off and related transactions to be taxable, or if there is an acquisition of the equity securities or assets of the Company or of any member of the Company’s group that causes the Spin-Off and related transactions to be taxable. Environmental The Company has indemnified various parties for the costs associated with remediating numerous hazardous substance storage, recycling or disposal sites in many states and, in some instances, for natural resource damages. The amount of any such expenses or related natural resource damages for which the Company may be held responsible could be substantial. The probable expenses that the Company expects to incur for such matters have been accrued, and those expenses are reflected in the Company's consolidated financial statements. As of March 31, 2017 and December 31, 2016 the aggregate amounts accrued for environmental liabilities including liability for environmental indemnities, reflected in the Company's consolidated balance sheets in "Accrued liabilities" were $0.1 million and $0.2 million , respectively. The accrual generally represents the estimated cost to study potential environmental issues at sites deemed to require investigation or clean-up activities, and the estimated cost to implement remediation actions, including on-going maintenance, as required. Cost estimates are developed by site. Initial cost estimates are based on historical experience at similar sites and are refined over time on the basis of in-depth studies of the sites. For many sites, the remediation costs and other damages for which the Company ultimately may be responsible cannot be reasonably estimated because of uncertainties with respect to factors such as the Company's connection to the site, the materials there, the involvement of other potentially responsible parties, the application of laws and other standards or regulations, site conditions, and the nature and scope of investigations, studies, and remediation to be undertaken (including the technologies to be required and the extent, duration, and success of remediation). |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | Financial Instruments The Company established risk management policies and procedures, which seek to reduce the Company’s risk exposure to fluctuations in foreign currency exchange rates and interest rates. However, there can be no assurance that these policies and procedures will be successful. Although the instruments utilized involve varying degrees of credit, market and interest risk, the counterparties to the agreements are expected to perform fully under the terms of the agreements. The Company monitors counterparty credit risk, including lenders, on a regular basis, but cannot be certain that all risks will be discerned or that its risk management policies and procedures will always be effective. Additionally, in the event of default under the Company’s master derivative agreements, the non-defaulting party has the option to set-off any amounts owed with regard to open derivative positions. Foreign Currency Exchange Rate Risk The Company’s objective in managing exposure to foreign currency fluctuations is to limit the exposure of certain cash flows and earnings to foreign currency exchange rate changes through the use of various derivative contracts. The Company experiences foreign currency risks in its global operations as a result of various factors, including intercompany local currency denominated loans, rental operations in various currencies and purchasing fleet in various currencies. Interest Rate Swap Arrangement The Company has entered into a three -year LIBOR-based interest rate swap arrangement on a portion of its outstanding ABL Credit Facility. The aggregate amount of the swap is equal to a portion of the U.S. dollar principal amount of the ABL Credit Facility and the payment dates of the swap coincide with the interest payment dates of the ABL Credit Facility. The swap contract provides for the Company to pay a fixed interest rate and receive a floating rate. The variable interest rate resets monthly. The swap has been accounted for as cash flow hedge of a portion of the ABL Credit Facility. The following table summarizes the outstanding interest rate swap arrangement as of March 31, 2017 (dollars in millions): Aggregate Notional Amount Receive Rate Receive Rate as of March 31, 2017 Pay Rate ABL Credit Facility $ 350.0 1 month LIBOR + 1.75% 2.7 % 3.5 % The following table summarizes the estimated fair value of the Company's financial instruments (in millions). Fair Value of Financial Instruments Prepaid & Other Current Assets Accrued Liabilities March 31, December 31, March 31, December 31, Derivatives Designated as Hedging Instruments Interest rate swap $ — $ — $ 0.6 $ — Derivatives Not Designated as Hedging Instruments Foreign currency forward contracts $ — $ 0.1 $ — $ — The following table summarizes the gains and losses on derivative instruments for the periods indicated. Gains and losses recognized on foreign currency forward contracts and the effective portion of interest rate swaps are included in the condensed consolidated statements of operations together with the corresponding offsetting gains and losses on the underlying hedged transactions. All gains and losses recognized are included in "Selling, general and administrative" in the condensed consolidated statements of operations (in millions). Gain (Loss) Recognized Three Months Ended March 31, 2017 2016 Derivatives Designated as Cash Flow Hedges Interest rate swap - effective portion $ — $ — Interest rate swap - ineffective portion $ (0.1 ) $ — Derivatives Not Designated as Hedging Instruments Foreign currency forward contracts $ (3.2 ) $ 0.2 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis The fair value of accounts receivable, accounts payable and accrued liabilities, to the extent the underlying liability will be settled in cash, approximates the carrying values because of the short-term nature of these instruments. Cash Equivalents Cash equivalents, when held, primarily consist of money market accounts which are classified as Level 1 assets which the Company measures at fair value on a recurring basis. The Company determines the fair value of cash equivalents using a market approach based on quoted prices in active markets. The Company had no cash equivalents at March 31, 2017 or December 31, 2016 . Financial Instruments The fair value of the Company's financial instruments as of March 31, 2017 and December 31, 2016 are shown in Note 10 , " Financial Instruments ." The Company's financial instruments are classified as Level 2 assets and liabilities and are priced using quoted market prices for similar assets or liabilities in active markets. Debt Obligations The fair value of debt is estimated based on quoted market rates as well as borrowing rates currently available to the Company for loans with similar terms and average maturities (Level 2 inputs) (in millions). March 31, 2017 December 31, 2016 Nominal Unpaid Principal Balance Aggregate Fair Value Nominal Unpaid Principal Balance Aggregate Fair Value Debt $ 2,156.8 $ 2,224.9 $ 2,215.3 $ 2,275.5 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share has been computed based upon the weighted average number of common shares outstanding. Diluted earnings (loss) per share has been computed based upon the weighted average number of common shares outstanding plus the effect of all potentially dilutive common stock equivalents, except when the effect would be anti-dilutive. On June 30, 2016 , the Company effected a 1-for-15 reverse stock split. All share data, per share amounts and dilutive and antidilutive amounts have been retroactively adjusted to reflect the impact of the separation and conversion, including the reverse stock split, in the accompanying condensed consolidated financial statements and notes thereto for all historical periods presented. The following table sets forth the computation of basic and diluted loss per share (in millions, except per share data). Three Months Ended March 31, 2017 2016 Basic and diluted loss per share: Numerator: Net loss, basic and diluted $ (39.2 ) $ (1.5 ) Denominator: Basic weighted average common shares 28.3 28.3 Stock options, RSUs and PSUs — — Weighted average shares used to calculate diluted loss per share 28.3 28.3 Loss per share: Basic $ (1.39 ) $ (0.05 ) Diluted $ (1.39 ) $ (0.05 ) Antidilutive stock options, RSUs and PSUs 0.7 0.2 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Transactions between the Company and THC and its affiliates prior to the Spin-Off are herein referred to as "related party" or "affiliated" transactions for the periods presented. Effective with the Spin-Off on June 30, 2016 , all transactions with THC and its affiliates were settled and paid in full. Effective upon the Spin-Off, the Company entered into a transition services agreement with New Hertz. See Note 14 , " Arrangements with New Hertz " for further information. Loans with Affiliates Prior to the Spin-Off, the Company entered into various loan agreements with affiliates as part of a centralized approach to the financing of worldwide operations by THC. The amounts due to and from other affiliates had various interest rates and maturity dates but were generally short-term in nature. Effective with the Spin-Off on June 30, 2016 any loans with affiliates were settled and paid in full, including any accrued interest. Intercompany Transactions Prior to the Spin-Off, all significant intercompany payable/receivable balances between the Company and THC were considered to be effectively settled for cash in the consolidated financial statements at the time the transaction was recorded. Corporate Allocations Prior to the Spin-Off, THC provided services to and funded certain expenses for the Company that were recorded at the THC level. As discussed in Note 2 , " Basis of Presentation and Recently Issued Accounting Pronouncements ," the financial information in these condensed consolidated financial statements includes, in periods prior to June 30, 2016 , direct costs of the Company incurred by THC on the Company’s behalf and an allocation of general corporate expenses of THC which were not historically allocated to the Company for certain support functions that were provided on a centralized basis within THC and not recorded at the business unit level, such as expenses related to finance, human resources, information technology, facilities and legal, among others, and that would have been incurred had the Company been a separate, stand-alone entity. Costs incurred and allocated by THC that were included in the condensed consolidated statements of operations are shown in the following table (in millions). As the Spin-Off occurred on June 30, 2016 , no costs were allocated by THC during 2017 . Three Months Ended March 31, 2016 Direct operating $ 0.3 Selling, general and administrative 9.0 Total allocated expenses $ 9.3 Agreements with Carl C. Icahn The Company is subject to the Nomination and Standstill Agreement, dated September 15, 2014 (the "Nomination and Standstill Agreement"), with Carl C. Icahn, High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital LP, Icahn Onshore LP, Icahn Offshore LP, Beckton Corp., Vincent J. Intrieri, Samuel Merksamer and Daniel A. Ninivaggi (collectively, the "Original Icahn Group"). In connection with their appointments to the Company’s board of directors, each of Courtney Mather, Louis J. Pastor and Stephen A. Mongillo (collectively, the "Icahn Designees," and, together with the Original Icahn Group, the "Icahn Group") executed a Joinder Agreement agreeing to become bound as a party to the terms and conditions of the Nomination and Standstill Agreement (such Joinder Agreements, together with the Nomination and Standstill Agreement, are collectively referred to herein as the "Icahn Agreements"). Pursuant to the Icahn Agreements, the Icahn Designees were appointed to the Company’s board of directors effective June 30, 2016. Pursuant to the Icahn Agreements, so long as an Icahn Designee is a member of the board of directors, the board of directors will not be expanded to greater than 10 directors without approval from the Icahn Designees then on the board of directors. In addition, pursuant to the Icahn Agreements, subject to certain restrictions and requirements, the Icahn Group will have certain replacement rights in the event an Icahn Designee resigns or is otherwise unable to serve as a director (other than as a result of not being nominated by the Company for an annual meeting). In addition, until the date that no Icahn Designee is a member of the Board (or otherwise deemed to be on the Board pursuant to the terms of the Icahn Agreements) (the “Board Representation Period”), the Icahn Group agrees to vote all of its shares of the Company’s common stock in favor of the election of all of the Company’s director nominees at each annual or special meeting of the Company’s stockholders, and, subject to limited exceptions, the Icahn Group further agrees to (i) adhere to certain standstill obligations, including the obligation to not solicit proxies or consents or influence others with respect to the same, and (ii) not acquire or otherwise beneficially own more than 20% of the Company’s outstanding voting securities. Under the Icahn Agreements, if the Icahn Group ceases to hold a “net long position,” as defined in the Nomination and Standstill Agreement, in at least 1,900,000 shares of the Company’s common stock, the Icahn Group will cause one Icahn Designee to resign from the Company’s board of directors; if the Icahn Group’s holdings are further reduced to specified levels, additional Icahn Designees are required to resign. In addition, pursuant to the Icahn Agreements, the Company entered into a registration rights agreement, effective June 30, 2016 (the "Registration Rights Agreement"), with High River Limited Partnership, Icahn Partners LP and Icahn Partners Master Fund LP, on behalf of any person who is a member of the "Icahn group" (as such term is defined therein) who owns applicable securities at the relevant time and is or has become a party to the Registration Rights Agreement. The Registration Rights Agreement provides for customary demand and piggyback registration rights and obligations. An affiliate of Carl C. Icahn purchased $50 million in aggregate principal amount of the 2022 Notes and $75 million in aggregate principal amount of the 2024 Notes. Arrangements with New Hertz In connection with the Spin-Off, the Company entered into a separation and distribution agreement (the “Separation Agreement”) with New Hertz. In connection therewith, the Company also entered into various other ancillary agreements with New Hertz to effect the Spin-Off and provide a framework for its relationship with New Hertz. The following summarizes some of the most significant agreements and relationships that Herc Holdings will continue to have with New Hertz. Separation and Distribution Agreement The Separation Agreement sets forth the Company's agreements with New Hertz regarding the principal actions taken in connection with the Spin-Off. It also sets forth other agreements that govern aspects of the Company's relationship with New Hertz following the Spin-Off regarding (i) the manner in which legal matters and claims are allocated and certain liabilities are shared between the Company and New Hertz; (ii) other matters including transfers of assets and liabilities, treatment or termination of intercompany arrangements and releases of certain claims between the parties and their affiliates; (iii) mutual indemnification clauses; and (iv) allocation of Spin-Off expenses between the parties. Transition Services Agreement The Company entered into a TSA pursuant to which New Hertz or its affiliates provide specified services to the Company on a transitional basis to help ensure an orderly transition following the Spin-Off. The TSA generally provides for a term of up to two years following the Spin-Off, though the recipient of the services may elect to terminate a service at any time upon advance written notice. During the three months ended March 31, 2017 , the Company incurred expenses of $5.2 million under the TSA which is included in "Direct operating" and "Selling, general and administrative" expenses in the Company's condensed consolidated statements of operations. Tax Matters Agreement The Company entered into a tax matters agreement (the “Tax Matters Agreement”) with New Hertz that governs the parties' rights, responsibilities and obligations after the Spin-Off with respect to tax liabilities and benefits, tax attributes, tax contests and other tax matters regarding income taxes, other taxes and related tax returns. Employee Matters Agreement The Company and New Hertz entered into an employee matters agreement to allocate liabilities and responsibilities relating to employment matters, employee compensation, benefit plans and programs and other related matters for current and former employees of the vehicle rental business and the equipment rental business. Intellectual Property Agreement The Company and New Hertz entered into an intellectual property agreement (the “Intellectual Property Agreement”) that provides for ownership, licensing and other arrangements regarding the trademarks and related intellectual property that New Hertz and the Company use in conducting their businesses. The Intellectual Property Agreement allocates ownership between New Hertz and the Company of all trademarks, domain names and certain copyrights that Hertz Holdings or its subsidiaries owned immediately prior to the Spin-Off. Real Estate Arrangements The Company and New Hertz entered into certain real estate lease agreements pursuant to which the Company leases certain office space from New Hertz and New Hertz leases certain rental facilities space from the Company. Rent payments were negotiated based on comparable fair market rental rates. |
Arrangements With New Hertz
Arrangements With New Hertz | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Arrangements With New Hertz | Related Party Transactions Transactions between the Company and THC and its affiliates prior to the Spin-Off are herein referred to as "related party" or "affiliated" transactions for the periods presented. Effective with the Spin-Off on June 30, 2016 , all transactions with THC and its affiliates were settled and paid in full. Effective upon the Spin-Off, the Company entered into a transition services agreement with New Hertz. See Note 14 , " Arrangements with New Hertz " for further information. Loans with Affiliates Prior to the Spin-Off, the Company entered into various loan agreements with affiliates as part of a centralized approach to the financing of worldwide operations by THC. The amounts due to and from other affiliates had various interest rates and maturity dates but were generally short-term in nature. Effective with the Spin-Off on June 30, 2016 any loans with affiliates were settled and paid in full, including any accrued interest. Intercompany Transactions Prior to the Spin-Off, all significant intercompany payable/receivable balances between the Company and THC were considered to be effectively settled for cash in the consolidated financial statements at the time the transaction was recorded. Corporate Allocations Prior to the Spin-Off, THC provided services to and funded certain expenses for the Company that were recorded at the THC level. As discussed in Note 2 , " Basis of Presentation and Recently Issued Accounting Pronouncements ," the financial information in these condensed consolidated financial statements includes, in periods prior to June 30, 2016 , direct costs of the Company incurred by THC on the Company’s behalf and an allocation of general corporate expenses of THC which were not historically allocated to the Company for certain support functions that were provided on a centralized basis within THC and not recorded at the business unit level, such as expenses related to finance, human resources, information technology, facilities and legal, among others, and that would have been incurred had the Company been a separate, stand-alone entity. Costs incurred and allocated by THC that were included in the condensed consolidated statements of operations are shown in the following table (in millions). As the Spin-Off occurred on June 30, 2016 , no costs were allocated by THC during 2017 . Three Months Ended March 31, 2016 Direct operating $ 0.3 Selling, general and administrative 9.0 Total allocated expenses $ 9.3 Agreements with Carl C. Icahn The Company is subject to the Nomination and Standstill Agreement, dated September 15, 2014 (the "Nomination and Standstill Agreement"), with Carl C. Icahn, High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital LP, Icahn Onshore LP, Icahn Offshore LP, Beckton Corp., Vincent J. Intrieri, Samuel Merksamer and Daniel A. Ninivaggi (collectively, the "Original Icahn Group"). In connection with their appointments to the Company’s board of directors, each of Courtney Mather, Louis J. Pastor and Stephen A. Mongillo (collectively, the "Icahn Designees," and, together with the Original Icahn Group, the "Icahn Group") executed a Joinder Agreement agreeing to become bound as a party to the terms and conditions of the Nomination and Standstill Agreement (such Joinder Agreements, together with the Nomination and Standstill Agreement, are collectively referred to herein as the "Icahn Agreements"). Pursuant to the Icahn Agreements, the Icahn Designees were appointed to the Company’s board of directors effective June 30, 2016. Pursuant to the Icahn Agreements, so long as an Icahn Designee is a member of the board of directors, the board of directors will not be expanded to greater than 10 directors without approval from the Icahn Designees then on the board of directors. In addition, pursuant to the Icahn Agreements, subject to certain restrictions and requirements, the Icahn Group will have certain replacement rights in the event an Icahn Designee resigns or is otherwise unable to serve as a director (other than as a result of not being nominated by the Company for an annual meeting). In addition, until the date that no Icahn Designee is a member of the Board (or otherwise deemed to be on the Board pursuant to the terms of the Icahn Agreements) (the “Board Representation Period”), the Icahn Group agrees to vote all of its shares of the Company’s common stock in favor of the election of all of the Company’s director nominees at each annual or special meeting of the Company’s stockholders, and, subject to limited exceptions, the Icahn Group further agrees to (i) adhere to certain standstill obligations, including the obligation to not solicit proxies or consents or influence others with respect to the same, and (ii) not acquire or otherwise beneficially own more than 20% of the Company’s outstanding voting securities. Under the Icahn Agreements, if the Icahn Group ceases to hold a “net long position,” as defined in the Nomination and Standstill Agreement, in at least 1,900,000 shares of the Company’s common stock, the Icahn Group will cause one Icahn Designee to resign from the Company’s board of directors; if the Icahn Group’s holdings are further reduced to specified levels, additional Icahn Designees are required to resign. In addition, pursuant to the Icahn Agreements, the Company entered into a registration rights agreement, effective June 30, 2016 (the "Registration Rights Agreement"), with High River Limited Partnership, Icahn Partners LP and Icahn Partners Master Fund LP, on behalf of any person who is a member of the "Icahn group" (as such term is defined therein) who owns applicable securities at the relevant time and is or has become a party to the Registration Rights Agreement. The Registration Rights Agreement provides for customary demand and piggyback registration rights and obligations. An affiliate of Carl C. Icahn purchased $50 million in aggregate principal amount of the 2022 Notes and $75 million in aggregate principal amount of the 2024 Notes. Arrangements with New Hertz In connection with the Spin-Off, the Company entered into a separation and distribution agreement (the “Separation Agreement”) with New Hertz. In connection therewith, the Company also entered into various other ancillary agreements with New Hertz to effect the Spin-Off and provide a framework for its relationship with New Hertz. The following summarizes some of the most significant agreements and relationships that Herc Holdings will continue to have with New Hertz. Separation and Distribution Agreement The Separation Agreement sets forth the Company's agreements with New Hertz regarding the principal actions taken in connection with the Spin-Off. It also sets forth other agreements that govern aspects of the Company's relationship with New Hertz following the Spin-Off regarding (i) the manner in which legal matters and claims are allocated and certain liabilities are shared between the Company and New Hertz; (ii) other matters including transfers of assets and liabilities, treatment or termination of intercompany arrangements and releases of certain claims between the parties and their affiliates; (iii) mutual indemnification clauses; and (iv) allocation of Spin-Off expenses between the parties. Transition Services Agreement The Company entered into a TSA pursuant to which New Hertz or its affiliates provide specified services to the Company on a transitional basis to help ensure an orderly transition following the Spin-Off. The TSA generally provides for a term of up to two years following the Spin-Off, though the recipient of the services may elect to terminate a service at any time upon advance written notice. During the three months ended March 31, 2017 , the Company incurred expenses of $5.2 million under the TSA which is included in "Direct operating" and "Selling, general and administrative" expenses in the Company's condensed consolidated statements of operations. Tax Matters Agreement The Company entered into a tax matters agreement (the “Tax Matters Agreement”) with New Hertz that governs the parties' rights, responsibilities and obligations after the Spin-Off with respect to tax liabilities and benefits, tax attributes, tax contests and other tax matters regarding income taxes, other taxes and related tax returns. Employee Matters Agreement The Company and New Hertz entered into an employee matters agreement to allocate liabilities and responsibilities relating to employment matters, employee compensation, benefit plans and programs and other related matters for current and former employees of the vehicle rental business and the equipment rental business. Intellectual Property Agreement The Company and New Hertz entered into an intellectual property agreement (the “Intellectual Property Agreement”) that provides for ownership, licensing and other arrangements regarding the trademarks and related intellectual property that New Hertz and the Company use in conducting their businesses. The Intellectual Property Agreement allocates ownership between New Hertz and the Company of all trademarks, domain names and certain copyrights that Hertz Holdings or its subsidiaries owned immediately prior to the Spin-Off. Real Estate Arrangements The Company and New Hertz entered into certain real estate lease agreements pursuant to which the Company leases certain office space from New Hertz and New Hertz leases certain rental facilities space from the Company. Rent payments were negotiated based on comparable fair market rental rates. |
Basis of Presentation and Rec22
Basis of Presentation and Recently Issued Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The Company prepares its condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, the condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Actual results could differ materially from those estimates. Significant estimates inherent in the preparation of the condensed consolidated financial statements include depreciation of revenue earning equipment, pension and postretirement benefits, the recoverability of long-lived assets, useful lives and impairment of long-lived tangible and intangible assets including goodwill and trade name, accounting for income taxes, valuation of stock-based compensation, reserves for litigation and other contingencies, reserves for restructuring, allowances for receivables and, prior to the Spin-Off, allocated general corporate expenses from THC, among others. The financial statements for the three months ended March 31, 2016 included in this Quarterly Report on Form 10-Q (this "Report") represent the carve-out financial results. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of Herc Holdings and its wholly owned subsidiaries. In the event that the Company is a primary beneficiary of a variable interest entity, the assets, liabilities and results of operations of the variable interest entity are included in the Company's condensed consolidated financial statements. The Company accounts for its investments in joint ventures using the equity method when it has significant influence but not control and is not the primary beneficiary. All significant intercompany transactions have been eliminated in consolidation. Transactions between the Company and THC and its affiliates prior to the Spin-Off are herein referred to as “related party” or “affiliated” transactions for the 2016 period presented. Effective with the Spin-Off on June 30, 2016 , all transactions with THC and its affiliates were settled and paid in full. Effective upon the Spin-Off, the Company entered into certain agreements with New Hertz, including a transition service agreement ("TSA"). See Note 14 , " Arrangements with New Hertz " for further information. For periods prior to the Spin-Off, the condensed consolidated financial statements include net interest expense on loans receivable and payable to affiliates and expense allocations for certain corporate functions historically performed by THC, including, but not limited to, general corporate expenses related to finance, legal, information technology, human resources, communications, employee benefits and incentives, insurance and stock-based compensation. These expenses were allocated to the Company on the basis of direct usage when identifiable, with the remainder allocated on the basis of revenues, operating expenses, headcount or other relevant measures. Management believes the assumptions underlying the condensed consolidated financial statements, including the assumptions regarding the allocation of corporate expenses from THC, are reasonable. Nevertheless, the condensed consolidated financial statements may not include all of the expenses that would have been incurred had the Company been a stand-alone company during the periods presented and may not reflect the Company's condensed consolidated financial position, results of operations and cash flows had the Company been a stand-alone company during the periods presented. Actual costs that would have been incurred if the Company had been a stand-alone company would have depended on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. |
Reclassification of Prior Period Presentation | Reclassification of Prior Period Presentation Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported condensed consolidated balance sheets, results of operations, equity or cash flows for any period presented. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Adopted Simplifying the Subsequent Measurement of Inventory In July 2015, the Financial Accounting Standards Board ("FASB") issued guidance that requires inventory to be measured at the lower of cost and net realizable value (rather than cost or market), excluding inventory measured using the last-in, first-out method or the retail inventory method. Net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The Company adopted this guidance on January 1, 2017 in accordance with the effective date. Adoption of this guidance did not impact the Company's financial position, results of operations or cash flows. Simplifying the Transition to the Equity Method of Accounting In March 2016, the FASB issued guidance that eliminates the requirement to apply the equity method of accounting retrospectively when significant influence over a previously held investment is obtained. Rather, the guidance requires the investor to add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method of accounting. The Company adopted this guidance on January 1, 2017 in accordance with the effective date. Adoption of this guidance did not impact the Company's financial position, results of operations or cash flows. Improvements to Employee Share-Based Payment Accounting In March 2016, the FASB issued guidance that simplifies several areas of employee share-based payment accounting, including: (i) eliminating tracking of tax "windfalls" in a separate pool within additional paid-in capital; instead, excess tax benefits and tax deficiencies are recorded within income tax expense; (ii) eliminating the requirement that excess tax benefits be realized before they can be recognized which is required to be recorded as an adjustment to opening retained earnings; however, the impact to the Company was zero upon adoption; (iii) presentation of excess tax benefits as an operating activity on the statement of cash flows, which had no impact on the Company; (iv) presentation of employee taxes paid directly to a taxing authority when directly withholding shares for tax-withholding purposes as a financing activity on the statement of cash flows, which had no impact as the Company has historically followed this presentation and (v) making a policy election regarding treatment of forfeitures, with respect to which the Company will continue to estimate forfeitures. The Company adopted this guidance on January 1, 2017 in accordance with the effective date. Adoption of this guidance did not impact the Company's consolidated statement of operations during the three months ended March 31, 2017 . Not Yet Adopted Revenue from Contracts with Customers In May 2014, the FASB issued guidance that will replace most existing revenue recognition guidance in U.S. GAAP. The new guidance applies to all contracts with customers except for leases, insurance contracts, financial instruments, certain nonmonetary exchanges and certain guarantees. The core principle of the guidance is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The new principles-based revenue recognition model requires an entity to perform five steps in its analysis: 1) identify the contract(s) with a customer, 2) identify the performance obligations in the contract, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations in the contract, and 5) recognize revenue when (or as) the entity satisfies a performance obligation. Under the new guidance, performance obligations in a contract will be separately identified, which may impact the timing of recognition of the revenue allocated to each obligation. The measurement of revenue recognized may also be impacted by identification of new performance obligations and other matters, such as collectability and variable consideration. Also, additional disclosures are required about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The new guidance may be adopted on either a full or modified retrospective basis. As originally issued, the guidance was effective for annual reporting periods beginning after December 15, 2016, including interim periods within those reporting periods. However in July 2015, the FASB agreed to defer the effective date until annual and interim reporting periods beginning after December 15, 2017. In March 2016, the FASB issued clarifying guidance on assessing whether an entity is a principal or an agent in a revenue transaction, which impacts whether an entity reports revenue on a gross or net basis. In April 2016, the FASB issued guidance that reduces the complexity for identifying performance obligations and clarifies the implementation guidance on licensing for intellectual property. In May 2016, the FASB issued guidance that clarifies the collectability criterion, the presentation of sales taxes and non-cash consideration, and provides additional implementation practical expedients. The Company believes the accounting for equipment rental revenue is primarily outside of the scope of the revenue guidance and will be evaluated under the new lease guidance, which is described further under the heading "Leases" below. The Company is evaluating the guidance with respect to sales of revenue earning equipment, sales of new equipment, parts and supplies and service and other revenues, the impact of which is not currently estimable. Leases In February 2016, the FASB issued guidance that replaces the existing lease guidance. The new guidance establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance also expands the requirements for lessees to record leases embedded in other arrangements and the required quantitative and qualitative disclosures surrounding leases. Accounting guidance for lessors is largely unchanged. This guidance is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods using a modified retrospective transition approach. The Company is in the process of assessing the potential impacts of adopting this guidance on its financial position, results of operations and cash flows. Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments In August 2016, the FASB issued guidance to eliminate the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows, by adding or clarifying guidance on eight specific cash flow issues. This guidance is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of assessing the potential impacts of adopting this guidance on its statement of cash flows. Statement of Cash Flows: Restricted Cash In November 2016, the FASB issued guidance requiring restricted cash and cash equivalents to be included with cash and cash equivalents on the statement cash flows. This guidance is effective for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of assessing the potential impacts of adopting this guidance on its statement of cash flows. Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory In October 2016, the FASB issued guidance requiring an entity to recognize upon transfer the income tax consequences of an intra-entity transfer of an asset other than inventory, eliminating the current recognition exception. Two common examples of assets included in the scope of this standard are intellectual property and property, plant and equipment. The standard is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. The Company has not yet determined the potential impacts of adopting this guidance on its financial position, results of operations and cash flows. Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued guidance to simplify the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The guidance requires that an entity recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. This guidance is effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted. The Company has not yet determined the potential impacts of adopting this guidance on its financial position, results of operations and cash flows. Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Costs In March 2017, the FASB issued guidance on the presentation of net periodic pension and postretirement benefit costs in the income statement and on the components eligible for capitalization. The guidance requires the reporting of the service cost component of the net periodic benefit costs in the same income statement line item as other components of net periodic costs arising from services rendered by an employee during the period, and that non-service-cost components be presented in the income statement separately from the service cost components and outside a subtotal of income from operations. The guidance also allows for the capitalization of the service cost components, when applicable. This guidance is effective for annual and interim periods beginning after December 15, 2017. The Company has not yet determined the potential impacts of adopting this guidance on its financial position, results of operations and cash flows. |
Basis of Presentation and Rec23
Basis of Presentation and Recently Issued Accounting Pronouncements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Impact of Revisions to Items Previously Reported by Company | The table below reflects the impact of the revisions to amounts included in this Report that were previously reported by the Company (in millions). Three Months Ended March 31, 2016 As Previously Reported Adjustments As Revised Condensed Consolidated Statements of Other Comprehensive Income (Loss) Total other comprehensive income (loss) $ 33.0 $ (10.7 ) $ 22.3 Total comprehensive income (loss) 31.5 (10.7 ) 20.8 Three Months Ended March 31, 2016 As Previously Reported Adjustments As Revised Condensed Consolidated Statements of Cash Flows Net cash provided by operating activities $ 102.1 $ 0.5 $ 102.6 Net cash used in financing activities (111.9 ) (0.5 ) (112.4 ) |
Revenue Earning Equipment (Tabl
Revenue Earning Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property Subject to or Available for Operating Lease, Net [Abstract] | |
Components of Revenue Earning Equipment | Revenue earning equipment consists of the following (in millions): March 31, 2017 December 31, 2016 Revenue earning equipment $ 3,685.3 $ 3,695.5 Less: Accumulated depreciation (1,313.0 ) (1,305.5 ) Revenue earning equipment, net $ 2,372.3 $ 2,390.0 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company's debt consists of the following (in millions): Weighted Average Effective Interest Rate at March 31, 2017 Weighted Average Stated Interest Rate at March 31, 2017 Fixed or Floating Interest Rate Maturity March 31, December 31, Senior Secured Second Priority Notes 2022 Notes 7.88% 7.50% Fixed 2022 $ 549.0 $ 610.0 2024 Notes 8.06% 7.75% Fixed 2024 562.5 625.0 Other Debt ABL Credit Facility N/A 2.70% Floating 2021 978.8 910.0 Capital leases 3.99% N/A Fixed 2016-2021 66.5 70.3 Unamortized Debt Issuance Costs (a) (18.3 ) (21.0 ) Total debt 2,138.5 2,194.3 Less: Current maturities of long-term debt (15.6 ) (15.7 ) Long-term debt, net $ 2,122.9 $ 2,178.6 (a) Unamortized debt issuance costs totaling $16.1 million and $17.1 million related to the ABL Credit Facility (as defined below) are included in "Other long-term assets" in the condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016 , respectively. |
Borrowing Capacity and Availability on Line of Credit | After outstanding borrowings, the following was available to the Company under the ABL Credit Facility as of March 31, 2017 (in millions): Remaining Capacity Availability Under Borrowing Base Limitation ABL Credit Facility $ 748.3 $ 748.3 |
Employee Retirement Benefits (T
Employee Retirement Benefits (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Periodic Costs | he following table sets forth the net periodic pension cost (benefit) (in millions): Three Months Ended March 31, 2017 2016 Components of Net Periodic Pension Cost (Benefit): Interest cost $ 1.5 $ 1.5 Expected return on plan assets (1.6 ) (2.0 ) Net amortizations of actuarial net loss 0.4 0.5 Net periodic pension cost (benefit) $ 0.3 $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Components of Stock-Based Compensation Expense | A summary of the total compensation expense and associated income tax benefits recognized under the Omnibus Plan are as follows (in millions): Three Months Ended March 31, 2017 2016 Compensation expense $ 1.5 $ 1.0 Income tax benefit (0.6 ) (0.4 ) Total $ 0.9 $ 0.6 |
Accumulated Other Comprehensi28
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in the accumulated other comprehensive income (loss) balance by component (net of tax) for the three months ended March 31, 2017 are presented in the table below (in millions). Pension and Other Post-Employment Benefits Unrealized Losses on Hedging Instruments Foreign Currency Items Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2016 $ (14.6 ) $ — $ (104.1 ) $ (118.7 ) Other comprehensive income (loss) before reclassification — (0.2 ) 1.7 1.5 Amounts reclassified from accumulated other comprehensive loss 0.2 — — 0.2 Net current period other comprehensive income (loss) 0.2 (0.2 ) 1.7 1.7 Balance at March 31, 2017 $ (14.4 ) $ (0.2 ) $ (102.4 ) $ (117.0 ) |
Reclassification out of Accumulated Other Comprehensive Income | Amounts reclassified from accumulated other comprehensive income (loss) to net income (loss) were as follows (in millions): Three Months Ended March 31, Pension and other postretirement benefit plans Statement of Operations Caption 2017 2016 Amortization of actuarial losses Selling, general and administrative $ 0.4 $ 0.5 Tax benefit Income tax expense (0.2 ) (0.2 ) Total reclassifications for the period $ 0.2 $ 0.3 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Outstanding Interest Rate Swap Arrangement | The following table summarizes the outstanding interest rate swap arrangement as of March 31, 2017 (dollars in millions): Aggregate Notional Amount Receive Rate Receive Rate as of March 31, 2017 Pay Rate ABL Credit Facility $ 350.0 1 month LIBOR + 1.75% 2.7 % 3.5 % |
Estimated Fair Value of Financial Instruments | The following table summarizes the estimated fair value of the Company's financial instruments (in millions). Fair Value of Financial Instruments Prepaid & Other Current Assets Accrued Liabilities March 31, December 31, March 31, December 31, Derivatives Designated as Hedging Instruments Interest rate swap $ — $ — $ 0.6 $ — Derivatives Not Designated as Hedging Instruments Foreign currency forward contracts $ — $ 0.1 $ — $ — |
Derivative Instruments, Gain (Loss) | The following table summarizes the gains and losses on derivative instruments for the periods indicated. Gains and losses recognized on foreign currency forward contracts and the effective portion of interest rate swaps are included in the condensed consolidated statements of operations together with the corresponding offsetting gains and losses on the underlying hedged transactions. All gains and losses recognized are included in "Selling, general and administrative" in the condensed consolidated statements of operations (in millions). Gain (Loss) Recognized Three Months Ended March 31, 2017 2016 Derivatives Designated as Cash Flow Hedges Interest rate swap - effective portion $ — $ — Interest rate swap - ineffective portion $ (0.1 ) $ — Derivatives Not Designated as Hedging Instruments Foreign currency forward contracts $ (3.2 ) $ 0.2 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Debt | The fair value of debt is estimated based on quoted market rates as well as borrowing rates currently available to the Company for loans with similar terms and average maturities (Level 2 inputs) (in millions). March 31, 2017 December 31, 2016 Nominal Unpaid Principal Balance Aggregate Fair Value Nominal Unpaid Principal Balance Aggregate Fair Value Debt $ 2,156.8 $ 2,224.9 $ 2,215.3 $ 2,275.5 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted loss per share (in millions, except per share data). Three Months Ended March 31, 2017 2016 Basic and diluted loss per share: Numerator: Net loss, basic and diluted $ (39.2 ) $ (1.5 ) Denominator: Basic weighted average common shares 28.3 28.3 Stock options, RSUs and PSUs — — Weighted average shares used to calculate diluted loss per share 28.3 28.3 Loss per share: Basic $ (1.39 ) $ (0.05 ) Diluted $ (1.39 ) $ (0.05 ) Antidilutive stock options, RSUs and PSUs 0.7 0.2 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Costs incurred and allocated by THC that were included in the condensed consolidated statements of operations are shown in the following table (in millions). As the Spin-Off occurred on June 30, 2016 , no costs were allocated by THC during 2017 . Three Months Ended March 31, 2016 Direct operating $ 0.3 Selling, general and administrative 9.0 Total allocated expenses $ 9.3 |
Background (Details)
Background (Details) | 3 Months Ended |
Mar. 31, 2017company_operated_branch | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company owned locations | 275 |
Basis of Presentation and Rec34
Basis of Presentation and Recently Issued Accounting Pronouncements - Stock Split (Details) shares in Millions | Jun. 30, 2016shares | Mar. 31, 2017shares | Dec. 31, 2016shares |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Stock split conversion ratio | 0.0667 | ||
Common Stock, shares authorized (in shares) | 133.3 | 133.3 | 133.3 |
Preferred Stock, shares authorized (in shares) | 13.3 | 13.3 | 13.3 |
Basis of Presentation and Rec35
Basis of Presentation and Recently Issued Accounting Pronouncements - Correction of Errors (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total other comprehensive income (loss) | $ 1.7 | $ 22.3 | ||
Total comprehensive income (loss) | (37.5) | 20.8 | ||
Net cash provided by operating activities | 86.2 | 102.6 | ||
Net cash used in financing activities | (58.5) | (112.4) | ||
Selling, general and administrative | 81.2 | 62.5 | ||
Direct operating | 169.1 | 158.7 | ||
Restricted cash and cash equivalents | (5.6) | $ (7) | ||
Net cash provided by investing activities | (27.5) | 4.4 | ||
Cash and cash equivalents | 24.3 | 19.9 | 24 | $ 24.7 |
As Previously Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total other comprehensive income (loss) | 33 | |||
Total comprehensive income (loss) | 31.5 | |||
Net cash provided by operating activities | 102.1 | |||
Net cash used in financing activities | (111.9) | |||
Adjustments | Historical Mapping of Entities Related to Spin-Off | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total other comprehensive income (loss) | (10.7) | |||
Total comprehensive income (loss) | (10.7) | |||
Net cash provided by operating activities | 0.5 | |||
Net cash used in financing activities | (0.5) | |||
Selling, general and administrative | 1.2 | |||
Direct operating | (1.2) | |||
Restricted cash and cash equivalents | 12.4 | |||
Net cash provided by investing activities | $ (1.4) | |||
Cash and cash equivalents | $ 7.6 | $ 12.4 | $ 9 |
Revenue Earning Equipment - Rev
Revenue Earning Equipment - Revenue Earning Equipment Components (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Property Subject to or Available for Operating Lease, Net [Abstract] | ||
Revenue earning equipment | $ 3,685.3 | $ 3,695.5 |
Less: Accumulated depreciation | (1,313) | (1,305.5) |
Revenue earning equipment, net | $ 2,372.3 | $ 2,390 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Unamortized Debt Issuance Costs | $ (18.3) | $ (21) |
Total debt | 2,138.5 | 2,194.3 |
Less: Current maturities of long-term debt | (15.6) | (15.7) |
Long-term debt, net | $ 2,122.9 | 2,178.6 |
Senior Secured Second Priority Notes | 2022 Notes | ||
Debt Instrument [Line Items] | ||
Weighted Average Effective Interest Rate at March 31, 2017 | 7.88% | |
Weighted Average Stated Interest Rate at March 31, 2017 | 7.50% | |
Debt, gross | $ 549 | 610 |
Senior Secured Second Priority Notes | 2024 Notes | ||
Debt Instrument [Line Items] | ||
Weighted Average Effective Interest Rate at March 31, 2017 | 8.06% | |
Weighted Average Stated Interest Rate at March 31, 2017 | 7.75% | |
Debt, gross | $ 562.5 | 625 |
Capital leases | Capital leases | ||
Debt Instrument [Line Items] | ||
Weighted Average Effective Interest Rate at March 31, 2017 | 3.99% | |
Debt, gross | $ 66.5 | 70.3 |
Senior Secured Revolving Credit Facility | Line of Credit | ABL Credit Facility | ||
Debt Instrument [Line Items] | ||
Weighted Average Stated Interest Rate at March 31, 2017 | 2.70% | |
Debt, gross | $ 978.8 | 910 |
Other long-term assets | Senior Secured Revolving Credit Facility | Line of Credit | ABL Credit Facility | ||
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs related to credit facility | $ 16.1 | $ 17.1 |
Debt - Senior Secured Second Pr
Debt - Senior Secured Second Priority Notes (Details) - Senior Secured Second Priority Notes - USD ($) | Mar. 10, 2017 | Jun. 30, 2016 |
Debt Instrument [Line Items] | ||
Loss on early extinguishment on debt | $ 5,800,000 | |
Cash premium | 3.00% | |
Early extinguishment of debt cash premium | $ 3,700,000 | |
Non-cash charge for write-off of unamortized deferred financing costs | 2,100,000 | |
7.50% Senior Notes, Due 2022 | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 610,000,000 | |
Stated rate | 7.50% | |
Aggregate principal amount redeemed | 61,000,000 | |
7.75% Senior Notes, Due 2024 | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 625,000,000 | |
Stated rate | 7.75% | |
Aggregate principal amount redeemed | $ 62,500,000 |
Debt - ABL Credit Facility (Det
Debt - ABL Credit Facility (Details) - Line of Credit - ABL Credit Facility | 3 Months Ended | |
Mar. 31, 2017USD ($) | Jun. 30, 2016USD ($) | |
Line of Credit Facility [Line Items] | ||
Fixed charge coverage ratio (not less than) | 1 | |
Letter of credit outstanding | $ 0 | |
Senior Secured Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 1,750,000,000 | |
Maximum payment of dividends (not to exceed) | 200,000,000 | |
Remaining Capacity | 748,300,000 | |
Availability Under Borrowing Base Limitation | 748,300,000 | |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 350,000,000 | |
Letter of Credit | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 250,000,000 | |
Remaining Capacity | 227,100,000 | |
Letter of credit outstanding | $ 22,900,000 |
Employee Retirement Benefits -
Employee Retirement Benefits - Net Periodic Pension Expense (Details) - Pension Benefits - U.S. - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Interest cost | $ 1.5 | $ 1.5 | |
Expected return on plan assets | (1.6) | (2) | |
Net amortizations of actuarial net loss | 0.4 | 0.5 | |
Net periodic pension cost (benefit) | $ 0.3 | $ 0 | |
Subsequent Event | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Transfer of assets | $ 6.5 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - Omnibus Plan - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Compensation expense | $ 1.5 | $ 1 |
Income tax benefit | (0.6) | (0.4) |
Total | $ 0.9 | $ 0.6 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Omnibus Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vested percentage | 100.00% | |
Allocated stock-based compensation expense | $ 1.5 | $ 1 |
Unrecognized compensation cost | $ 22.3 | |
Compensation cost not yet recognized, period for recognition | 2 years 130 days | |
Omnibus Plan | THC | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated stock-based compensation expense | $ 0.6 | |
RSUs | Omnibus Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grants (in shares) | 133,409 | |
Vesting period | 3 years | |
PSUs | Omnibus Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grants (in shares) | 113,331 | |
Weighted average grant date fair value (in USD per share) | $ 48.33 | |
Vesting period | 3 years | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated stock-based compensation expense | $ 0.1 | |
Purchase price as a percentage of fair market value | 85.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2017 | |
Income Tax Contingency [Line Items] | |||
Income tax benefit | $ 15.1 | $ 0 | |
Forecast | |||
Income Tax Contingency [Line Items] | |||
Effective tax rate (as percent) | 25.00% |
Accumulated Other Comprehensi44
Accumulated Other Comprehensive Income (Loss) - Changes in AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 317.7 | |
Total other comprehensive income | 1.7 | $ 22.3 |
Ending balance | 281.7 | |
Pension and Other Post-Employment Benefits | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (14.6) | |
Other comprehensive income (loss) before reclassification | 0 | |
Amounts reclassified from accumulated other comprehensive loss | 0.2 | |
Total other comprehensive income | 0.2 | |
Ending balance | (14.4) | |
Unrealized Losses on Hedging Instruments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 0 | |
Other comprehensive income (loss) before reclassification | (0.2) | |
Amounts reclassified from accumulated other comprehensive loss | 0 | |
Total other comprehensive income | (0.2) | |
Ending balance | (0.2) | |
Foreign Currency Items | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (104.1) | |
Other comprehensive income (loss) before reclassification | 1.7 | |
Amounts reclassified from accumulated other comprehensive loss | 0 | |
Total other comprehensive income | 1.7 | |
Ending balance | (102.4) | |
Accumulated Other Comprehensive Income (Loss) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (118.7) | |
Other comprehensive income (loss) before reclassification | 1.5 | |
Amounts reclassified from accumulated other comprehensive loss | 0.2 | |
Total other comprehensive income | 1.7 | |
Ending balance | $ (117) |
Accumulated Other Comprehensi45
Accumulated Other Comprehensive Income (Loss) - Reclassification out of AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Pension and Other Post-Employment Benefits | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Tax benefit | $ (0.2) | $ (0.2) |
Total reclassifications for the period | 0.2 | 0.3 |
Amortization of actuarial (gain) losses | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Selling, general and administrative | $ 0.4 | $ 0.5 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Loss Contingencies [Line Items] | ||
Accrual for environmental liabilities | $ 0.1 | $ 0.2 |
New Hertz | ||
Loss Contingencies [Line Items] | ||
Portion of shared liabilities | 15.00% |
Financial Instruments - Summary
Financial Instruments - Summary of Outstanding Interest Rate Swap Agreement (Details) - Interest rate swap - Cash Flow Hedge $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Derivative contract term | 3 years |
Aggregate Notional Amount | $ 350 |
LIBOR | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Spread on receive rate | 1.75% |
Receive Rate | 2.70% |
Pay Rate as of March 31, 2017 | 3.50% |
Financial Instruments - Estimat
Financial Instruments - Estimated Fair Value of Financial Instruments (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Prepaid Expenses and Other Assets | Derivatives Designated as Hedging Instruments | Interest rate swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset Derivatives | $ 0 | $ 0 |
Prepaid Expenses and Other Assets | Derivatives Not Designated as Hedging Instruments | Foreign currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset Derivatives | 0 | 0.1 |
Accrued Liabilities | Derivatives Designated as Hedging Instruments | Interest rate swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability Derivatives | 0.6 | 0 |
Accrued Liabilities | Derivatives Not Designated as Hedging Instruments | Foreign currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability Derivatives | $ 0 | $ 0 |
Financial Instruments - Gains (
Financial Instruments - Gains (Losses) on Derivative Instruments (Details) - Selling, General and Administrative Expenses - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Interest rate swap | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Loss on effective portion of cash flow hedge | $ 0 | $ 0 |
Loss on ineffective portion of cash flow hedge | (0.1) | 0 |
Foreign currency forward contracts | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Loss on cash flow hedge | $ (3.2) | $ 0.2 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents and investments | $ 0 | $ 0 |
Carrying value | ||
Fair Value of Financial Instruments [Abstract] | ||
Debt | 2,156,800,000 | 2,215,300,000 |
Fair Value | Level 2 | ||
Fair Value of Financial Instruments [Abstract] | ||
Debt | $ 2,224,900,000 | $ 2,275,500,000 |
Earnings (Loss) Per Share - Nar
Earnings (Loss) Per Share - Narrative (Details) | Jun. 30, 2016 |
Earnings Per Share [Abstract] | |
Stock split conversion ratio | 0.0667 |
Earnings (Loss) Per Share - Com
Earnings (Loss) Per Share - Computation of Basic and Diluted Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Numerator: | ||
Net loss, basic and diluted | $ (39.2) | $ (1.5) |
Denominator: | ||
Basic weighted average common shares (in shares) | 28.3 | 28.3 |
Stock options, RSUs and PSUs (in shares) | 0 | 0 |
Weighted average shares used to calculate diluted earnings per share (in shares) | 28.3 | 28.3 |
Loss per share: | ||
Basic (in USD per share) | $ (1.39) | $ (0.05) |
Diluted (in USD per share) | $ (1.39) | $ (0.05) |
Antidilutive stock options, RSUs and PSUs | ||
Loss per share: | ||
Antidilutive stock options, RSUs and PSUs (in shares) | 0.7 | 0.2 |
Related Party Transactions - Co
Related Party Transactions - Costs Incurred and Allocated (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Direct operating | $ 169.1 | $ 158.7 |
Selling, general and administrative | $ 81.2 | 62.5 |
THC | ||
Related Party Transaction [Line Items] | ||
Direct operating | 0.3 | |
Selling, general and administrative | 9 | |
Total allocated expenses | $ 9.3 |
Related Party Transactions - Ag
Related Party Transactions - Agreements with Carl Icahn (Details) shares in Thousands | Jun. 30, 2016directorshares | Mar. 31, 2017USD ($) |
Senior Notes | 7.50% Senior Notes, Due 2022 | Affiliate of Related Party | ||
Related Party Transaction [Line Items] | ||
Aggregate principal amount purchased by related party | $ 50,000,000 | |
Senior Notes | 7.75% Senior Notes, Due 2024 | Affiliate of Related Party | ||
Related Party Transaction [Line Items] | ||
Aggregate principal amount purchased by related party | $ 75,000,000 | |
Nomination and Standstill Agreement | ||
Related Party Transaction [Line Items] | ||
Number of board of directors limit subject to approval | director | 10 | |
Nomination and Standstill Agreement | Icahn Group | ||
Related Party Transaction [Line Items] | ||
Ownership percentage limit (more than) | 20.00% | |
Net long position shares held, tranche one (at least) (in shares) | shares | 1,900 |
Arrangements With New Hertz Arr
Arrangements With New Hertz Arrangements With New Hertz (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Related Party Transaction [Line Items] | |
Transition Services Agreement period (up to) | 2 years |
Transition Services Agreement | New Hertz | |
Related Party Transaction [Line Items] | |
Incurred expenses | $ 5.2 |