##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 333-144625-01
333-144625
 RSC Holdings III, LLC
 RSC Equipment Rental, Inc.
  Delaware 
Arizona
    
    41-2218971
86-0933835(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification Number)
 6929 E. Greenway Pkwy.Scottsdale, Arizona
    
    85254(Address of principal executive offices)
    
    (Zip code)
 (480) 905-3300
 Registrants telephone number, including area code
 N/A
 (Former name or former address, if changed since last report)
  þ o
  o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
  o þ




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Table of Contents
 Cautionary Note for Forward-Looking Information
    
    
    1PART I.Financial Information
    
    
    3ITEM 1.Financial Statements (unaudited)
    
    
    3Condensed Consolidated Balance Sheets at March 31, 2009 and December 31, 2008
    
    
    3Condensed Consolidated Statements of Operations for the three months ended March 31,
2009 and March 31, 2008
    
    
    4Condensed Consolidated Statements of Cash Flows for the three months ended March 31,
2009 and March 31, 2008
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6ITEM 2.Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12ITEM 3.Quantitative and Qualitative Disclosures About Market Risk
    
    
    22ITEM 4.Controls and Procedures
    
    
    22PART II.Other Information
    
    
    23ITEM 1.Legal Proceedings
    
    
    23ITEM 1A.Risk Factors
    
    
    23ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23ITEM 3.Defaults Upon Senior Securities
    
    
    24ITEM 4.Submission of Matters to a Vote of Security Holders
    
    
    24ITEM 5.Other Information
    
    
    24ITEM 6.Exhibits
    
    
    24SIGNATURES
    
    
    25EX-31.1EX-31.2EX-32.1
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Introductory Note
  
 Cautionary Note for Forward-Looking Information
    
    
    the effect of an economic downturn or other factors resulting in a decline in
non-residential construction, non-construction maintenance, capital improvements and
capital investment;
    
    intense rental rate price pressure; from competition, some of whom are heavily
indebted and need to generate cash to meet covenants; from contractor customers some of
whom are bidding work at cost or below to secure work for their remaining best
employees; from industrial customers who generally are suffering profitability
shortfalls in the current economic climate and in return are asking all of their most
significant suppliers for price reductions and cost reduction ideas.
    
    the rental industrys ability to continue to sell used equipment through both the
retail and auction markets at prices sufficient to enable the Company to maintain
orderly liquidation values that support our borrowing base to meet our minimum
availability and to avoid testing springing covenants of leverage and fixed charge
coverage;
    
    our ability to comply with our debt covenants;
    
    risks related to the credit markets willingness to continue to lend to borrowers
rated B- and C;
    
    our ability to generate cash and/or incur additional indebtedness to finance
equipment purchases;
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
    
    heavy reliance on centralized information systems;
    
    exposure to claims for personal injury, death and property damage resulting from the
use of equipment rented or sold by us;
    
    the effect of changes in laws and regulations, including those relating to employment
legislation, the environment and customer privacy, among others;
    
    fluctuations in fuel or supply costs;
    
    claims that the software products and information systems on which we rely infringe
on the intellectual property rights of others; and
    
    the other factors described in Part II, Item 1A of this Quarterly Report on Form 10-Q
under the caption Risk Factors.
  2




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PART I. Financial Information
 
 Item 1. Financial Statements
 RSC HOLDINGS III, LLC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
 March 31,
    
    
    December 31,2009
    
    
    2008AssetsCash and cash equivalents
    
    $
    11,535
    
    
    $
    13,670Accounts receivable, net of allowance for
doubtful accounts of $13,365 and $9,197 at
March 31, 2009 and December 31, 2008,
respectively
    
    
    215,791
    
    
    
    285,000Inventory
    
    
    18,163
    
    
    
    19,859Rental equipment, net
    
    
    1,651,207
    
    
    
    1,766,978Property and equipment, net
    
    
    157,577
    
    
    
    171,156Goodwill and other intangibles, net
    
    
    939,154
    
    
    
    938,682Deferred financing costs
    
    
    44,549
    
    
    
    46,877Other assets
    
    
    19,292
    
    
    
    26,320Total assets
    
    $
    3,057,268
    
    
    $
    3,268,542Liabilities and Stockholders EquityAccounts payable
    
    $
    48,014
    
    
    $
    109,542Accrued expenses and other liabilities
    
    
    192,012
    
    
    
    200,750Debt
    
    
    2,456,897
    
    
    
    2,569,067Deferred income taxes
    
    
    332,738
    
    
    
    346,063Total liabilities
    
    
    3,029,661
    
    
    
    3,225,422Commitments and contingenciesCommon stock, no par value, (1,000 shares
authorized, issued and outstanding at March
31, 2009 and December 31, 2008)
    
    
    285,669
    
    
    
    284,403Accumulated deficit
    
    
    (219,989
    )
    
    
    (206,485
    )Accumulated other comprehensive loss
    
    
    (38,073
    )
    
    
    (34,798
    )Total stockholders equity
    
    
    27,607
    
    
    
    43,120Total liabilities and stockholders equity
    
    $
    3,057,268
    
    
    $
    3,268,542
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RSC HOLDINGS III, LLC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share data)
(Unaudited)
 Three Months Ended March 31,2009
    
    
    2008Revenues:Equipment rental revenue
    
    $
    287,470
    
    
    $
    372,335Sale of merchandise
    
    
    13,900
    
    
    
    18,352Sale of used rental equipment
    
    
    49,903
    
    
    
    31,406Total revenues
    
    
    351,273
    
    
    
    422,093Cost of revenues:Cost of equipment rentals, excluding depreciation
    
    
    149,479
    
    
    
    166,837Depreciation  rental equipment
    
    
    75,263
    
    
    
    78,210Cost of merchandise sales
    
    
    10,000
    
    
    
    12,333Cost of used rental equipment sales
    
    
    45,792
    
    
    
    22,457Total cost of revenues
    
    
    280,534
    
    
    
    279,837Gross profit
    
    
    70,739
    
    
    
    142,256Operating expenses:Selling, general and administrative
    
    
    39,513
    
    
    
    39,324Depreciation and amortization  non-rental equipment
and intangibles
    
    
    11,782
    
    
    
    12,198Other operating losses (gains), net
    
    
    108
    
    
    
    (620
    )Total operating expenses, net
    
    
    51,403
    
    
    
    50,902Operating income
    
    
    19,336
    
    
    
    91,354Interest expense, net
    
    
    40,210
    
    
    
    55,361Other expense (income), net
    
    
    303
    
    
    
    (627
    )(Loss) income before (benefit) provision for income taxes
    
    
    (21,177
    )
    
    
    36,620(Benefit) provision for income taxes
    
    
    (7,673
    )
    
    
    14,275Net (loss) income
    
    $
    (13,504
    )
    
    $
    22,345Weighted average shares outstanding used in computing
net (loss) income per common share:Basic
    
    
    1,000
    
    
    
    1,000Net (loss) income per common share:Basic and diluted
    
    $
    (13.50
    )
    
    $
    22.34
  4




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RSC HOLDINGS III, LLC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Three Months ended March 31,2009
    
    
    2008Cash flows from operating activities:Net (loss) income
    
    $
    (13,504
    )
    
    $
    22,345Adjustments to reconcile net (loss) income to net cash provided by
operating activities:Depreciation and amortization
    
    
    87,045
    
    
    
    90,408Amortization of deferred financing costs
    
    
    2,603
    
    
    
    2,388Share-based compensation expense
    
    
    1,132
    
    
    
    888Gain on sales of rental and non-rental property and equipment, net
of non-cash writeoffs
    
    
    (3,208
    )
    
    
    (8,677
    )Deferred income taxes
    
    
    (12,287
    )
    
    
    5,599Changes in operating assets and liabilities:Accounts receivable, net
    
    
    66,837
    
    
    
    11,776Inventory
    
    
    1,679
    
    
    
    (97
    )Other assets
    
    
    5,321
    
    
    
    (2,570
    )Accounts payable
    
    
    (60,287
    )
    
    
    (114,059
    )Accrued expenses and other liabilities
    
    
    (9,201
    )
    
    
    2,547Net cash provided by operating activities
    
    
    66,130
    
    
    
    10,548Cash flows from investing activities:Purchases of rental equipment
    
    
    (8,591
    )
    
    
    (79,419
    )Purchases of property and equipment
    
    
    (1,107
    )
    
    
    (5,808
    )Proceeds from sales of rental equipment
    
    
    49,903
    
    
    
    31,406Proceeds from sales of property and equipment
    
    
    3,459
    
    
    
    1,517Insurance proceeds from rental equipment and property claims
    
    
    2,000
    
    
    
    Net cash provided by (used in) investing activities
    
    
    45,664
    
    
    
    (52,304
    )Cash flows from financing activities:Proceeds from senior ABL revolver
    
    
    30,816
    
    
    
    73,005Payments on senior ABL revolver
    
    
    (133,038
    )
    
    
    (29,997
    )Payments on senior ABL term loan
    
    
    (625
    )
    
    
    (625
    )Payments on capital leases and other debt
    
    
    (9,969
    )
    
    
    (9,476
    )Deferred financing costs
    
    
    (275
    )
    
    
    (250
    )Proceeds from stock option exercises
    
    
    256
    
    
    
    Increase (decrease) in outstanding checks in excess of cash balances
    
    
    (1,069
    )
    
    
    129Net cash (used in) provided by financing activities
    
    
    (113,904
    )
    
    
    32,786Effect of foreign exchange rates on cash
    
    
    (25
    )
    
    
    (84
    )Net decrease in cash and cash equivalents
    
    
    (2,135
    )
    
    
    (9,054
    )Cash and cash equivalents at beginning of period
    
    
    13,670
    
    
    
    10,039Cash and cash equivalents at end of period
    
    $
    11,535
    
    
    $
    985Supplemental disclosure of cash flow information:Cash paid for interest
    
    $
    (32,715
    )
    
    $
    (42,631
    )Cash received for taxes, net
    
    
    5,577
    
    
    
    1,713Supplemental schedule of non-cash investing and financing activities:Purchase of assets under capital lease obligations
    
    $
    692
    
    
    $
    5,819
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RSC HOLDINGS III, LLC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 (1) Organization
 Business and Basis of Presentation
 Description of Business
  Basis of Presentation
  Use of Estimates
  Recent Accounting Pronouncements
 Disclosures about Derivative Instruments and Hedging
Activities an amendment of FASB Statement No. 133
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RSC HOLDINGS III, LLC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
 (2) Accumulated Other Comprehensive Loss
  FairMarket
    
    
    AccumulatedForeign
    
    
    Value of
    
    
    OtherCurrency
    
    
    Cash Flow
    
    
    ComprehensiveTranslation
    
    
    Hedge
    
    
    Loss(in 000s)Balance at December 31, 2008
    
    $
    1,902
    
    
    $
    (36,700
    )
    
    $
    (34,798
    )Foreign currency translation
    
    
    (2,043
    )
    
    
    
    
    
    
    (2,043
    )Change in fair value of cash flow hedges, net of tax
    
    
    
    
    
    
    (1,232
    )
    
    
    (1,232
    )Balance at March 31, 2009
    
    $
    (141
    )
    
    $
    (37,932
    )
    
    $
    (38,073
    )
  Three Months EndedMarch 31,2009
    
    
    2008(in 000s)Net (loss) income
    
    $
    (13,504
    )
    
    $
    22,345Currency translation adjustments
    
    
    (2,043
    )
    
    
    (3,727
    )Change in fair value of cash flow hedges, net of tax
    
    
    (1,232
    )
    
    
    (17,126
    )Comprehensive (loss) income
    
    $
    (16,779
    )
    
    $
    1,492
 (3) Closed Location Charges
  Accounting Costs Associated with Exit or Disposal Activities
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RSC HOLDINGS III, LLC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
  Lease Exit and
    
    
    EmployeeOther Related
    
    
    Termination
    
    
    Other Exit CostsCosts (1)
    
    
    Costs (2)
    
    
    (3)
    
    
    TotalClosed location reserves at December 31,
2008
    
    $
    (4,604
    )
    
    $
    (397
    )
    
    $
    0
    
    
    $
    (5,001
    )Charges incurred to close locations
    
    
    (6,838
    )
    
    
    (462
    )
    
    
    (41
    )
    
    
    (7,341
    )Cash payments
    
    
    2,561
    
    
    
    612
    
    
    
    41
    
    
    
    3,214Closed location reserves at March 31, 2009
    
    $
    (8,881
    )
    
    $
    (247
    )
    
    $
    0
    
    
    $
    (9,128
    )
 
 (1)
    
    Lease exit and other related costs are included within cost of equipment rentals in the
condensed consolidated statements of operations.(2)
    
    Employee termination costs primarily consist of severance payments and related
benefits. These costs are included within cost of equipment rentals in the condensed
consolidated statements of operations.(3)
    
    Other exit costs include costs incurred primarily to transport fleet from closed
locations to other locations. These costs are included within cost of equipment rentals in
the condensed consolidated statements of operations.  (4) Debt
  March 31,
    
    
    December 31,2009
    
    
    2008DeferredInterest
    
    
    
    
    
    
    FinancingRate (a)
    
    
    Maturity Date
    
    
    Costs
    
    
    Debt
    
    
    Debt(in 000s)Senior ABL revolving credit
facility
    
    
    2.94
    %
    
    Nov. 2011
    
    
    $
    11,794
    
    
    $
    579,000
    
    
    $
    681,268Senior ABL term loan
    
    
    2.27
    %
    

    Nov. 2012
    (b)
    
    
    2,445
    
    
    
    243,750
    
    
    
    244,375Senior Term Facility
    
    
    7.22
    %
    

    Nov. 2013
    
    
    
    14,235
    
    
    
    899,300
    
    
    
    899,300Senior Notes
    
    
    9.50
    %
    

    Dec. 2014
    
    
    
    16,075
    
    
    
    620,000
    
    
    
    620,000Capitalized lease obligations
    
    
    0.50
    %
    
    Various
    
    
    
    
    
    
    
    114,847
    
    
    
    124,124Total
    
    
    
    
    
    
    
    
    
    $
    44,549
    
    
    $
    2,456,897
    
    
    $
    2,569,067
 
 (a)
    
    Estimated interest presented is the effective interest rate as of March 31, 2009.(b)
    
    Installments of $0.6 million quarterly ($2.5 million annually) are due through maturity.   8




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RSC HOLDINGS III, LLC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
   (5) Derivative Instruments
    Accounting for Derivative Instruments and Hedging Activities
  9




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RSC HOLDINGS III, LLC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
    March 31, 2009
    
    December 31, 2008
    
    March 31, 2009
    
    December 31, 2008Loss in
    
    Loss inFair Value of
    
    Fair Value of
    
    accumulated OCL
    
    accumulated OCLDerivative Type
    
    Swap Liabilities
    
    Swap Liabilities
    
    (net of tax)
    
    (net of tax)Interest rate swaps (a)
    
    $
    61,869
    
    
    $
    60,028
    
    
    $
    37,932
    
    
    $
    36,700
 
 (a)
    
    See Note 6 for further discussion on measuring fair value of the interest rate swaps.  GainLoss recognized in
    
    Loss reclassified from
    
    recognized onaccumulated OCL
    
    accumulated OCL into
    
    ineffective portionDerivative Type
    
    (net of tax)
    
    expense (net of tax)
    
    of derivativeInterest rate swaps
    
    $
    4,897
    
    
    $
    3,665
    
    
    $
    216
 (6) Fair Value
 Measurements
  
    
    Level 1  Observable inputs such as quoted prices in active markets;
 
    
    Level 2  Inputs, other than the quoted prices in active markets, that are observable
either directly or indirectly; and
 
    
    Level 3  Unobservable inputs in which there is little or no market data, which require
the reporting entity to develop its own assumptions.
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RSC HOLDINGS III, LLC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
  SignificantQuoted Prices in
    
    OtherFair Value
    
    Active Markets
    
    Observable
    
    SignificantMarch 31,
    
    for Identical
    
    Inputs
    
    Unobservable2009
    
    Assets (Level 1)
    
    (Level 2)
    
    Inputs (Level 3)Interest rate derivatives (a)
    
    $
    61,869
    
    
    $
    
    $
    61,869
    
    
    $
 
 (a)
    
    Since the Companys interest rate derivative instruments are not traded on a market
exchange, the fair values are determined using valuation models which include assumptions about
the Companys credit risk and interest rates based on those observed in the underlying markets
(LIBOR swap rate).  (7) Income Tax
   (8) Acquisition
  11




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Statements in this managements discussion and analysis regarding industry outlook, our
expectations regarding the performance of our business and other non-historical statements are
forward-looking statements. These forward-looking statements are subject to numerous risks and
uncertainties. See Cautionary Note for Forward-Looking Information on page 1 of this Quarterly
Report. Our actual results may differ materially from those contained in, or implied by, any
forward-looking statements.
 The following discussion is intended to enhance the readers understanding of our business
operations and present business environment. It should be read in conjunction with our Annual
Report on Form 10-K for the year ended December 31, 2008 (the 2008 Form 10-K), the section
entitled Risk Factors in Part II, Item 1A herein and our unaudited condensed consolidated
financial statements for the three months ended March 31, 2009 included in this Quarterly Report.
 Overview
    Three Months EndedMarch 31,2009
    
    2008Total revenues
    
    $
    351,273
    
    
    $
    422,093(Loss) income before (benefit) provision for income taxes
    
    
    (21,177
    )
    
    
    36,620Net (loss) income
    
    
    (13,504
    )
    
    
    22,345We manage our operations through the application of a disciplined, yet highly flexible
business model, in which we utilize various financial and operating metrics to measure our
operating performance and make decisions on the acquisition of new fleet and the allocation of
resources to and among our locations. Key metrics that we regularly review on a consolidated basis
include adjusted EBITDA, fleet utilization, average fleet age and rental equipment at original
cost. The following is a summary of these key operating metrics:Three Months Ended (or at)March 31,2009
    
    2008Adjusted EBITDA (in millions) (a)
    
    $
    107.5
    
    
    $
    182.7Utilization (b)
    
    
    57.8
    %
    
    
    68.6
    %Average fleet age (months)
    
    
    34
    
    
    
    28Original equipment fleet cost (in millions) (c)
    
    $
    2,560
    
    
    $
    2,694
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(a)
    
    Defined as consolidated net (loss) income before net interest expense, income taxes and
depreciation and amortization and before certain other items, including share-based
compensation and other expense (income), net. Adjusted EBITDA is not a recognized measure
under U.S. Generally Accepted Accounting Principles (GAAP). See reconciliation between
net (loss) income and adjusted EBITDA under Liquidity and Capital Resources  Adjusted
EBITDA.(b)
    
    Defined as average dollar value of equipment rented by customers (based on original
equipment fleet cost) for the relevant period divided by the aggregate dollar value of all
equipment (based on original cost).(c)
    
    Defined as original dollar value of equipment purchased from the original equipment
manufacturer (OEM). Fleet purchased from non-OEM sources is assigned a comparable
original equipment cost (OEC) dollar value at the time of purchase.
     Business Environment and Outlook
    13




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
    
    Closing under-performing locations and redeploying rental fleet to more
profitable locations with higher demand;
    
    Expanding and diversifying our presence in industrial or non-construction,
markets, which historically tend to place a heightened emphasis on maintenance
during times of economic slowdowns;
    
    Minimizing capital expenditures;
    
    Reducing headcount;
    
    Divesting excess rental fleet, which generates cash and improves utilization;
    
    Utilizing excess cash flow resulting from our planned reduction in capital
expenditures and the proceeds from the sale of used rental equipment to repay
outstanding amounts on our Senior ABL Revolver; and
    
    Implementing cost reduction measures throughout our business.
 Location Closures and Headcount Reduction
   Factors Affecting Our Results of Operations
  14




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Results of Operations
 Revenues:
 
    
    Equipment rental revenue consists of fees charged to customers for use of equipment
owned by us over the term of the rental as well as other fees charged to customers for
items such as delivery and pickup, fuel and damage waivers.
    
    Sale of merchandise revenues represent sales of contractor supplies, consumables and
ancillary products and, to a lesser extent, new equipment.
    
    Sale of used rental equipment represents revenues derived from the sale of rental
equipment that has previously been included in our rental fleet.
 Cost of revenues:
 
    
    Cost of equipment rentals, excluding depreciation, consists primarily of wages and
benefits for employees involved in the delivery and maintenance of rental equipment, rental
location facility costs and rental equipment repair and maintenance expenses.
    
    Depreciation  rental equipment consists of straight-line depreciation of equipment
included in our rental fleet.
    
    Cost of merchandise sales represents the costs of acquiring those items.
    
    Cost of used rental equipment sales represents the net book value of rental equipment at
the date of sale.
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Three Months Ended March 31, 2009, Compared to Three Months Ended March 31, 2008
  Percent of RevenueThree Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,
    
    
    Increase (decrease)2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009 versus 2008(unaudited)Revenues:Equipment rental revenue
    
    $
    287,470
    
    
    $
    372,335
    
    
    
    81.8
    %
    
    
    88.2
    %
    
    $
    (84,865
    )
    
    
    (22.8
    )%Sale of merchandise
    
    
    13,900
    
    
    
    18,352
    
    
    
    4.0
    
    
    
    4.4
    
    
    
    (4,452
    )
    
    
    (24.3
    )Sale of used rental equipment
    
    
    49,903
    
    
    
    31,406
    
    
    
    14.2
    
    
    
    7.4
    
    
    
    18,497
    
    
    
    58.9Total revenues
    
    
    351,273
    
    
    
    422,093
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    (70,820
    )
    
    
    (16.8
    )Cost of revenues:Cost of equipment rentals,
excluding depreciation
    
    
    149,479
    
    
    
    166,837
    
    
    
    42.6
    
    
    
    39.5
    
    
    
    (17,358
    )
    
    
    (10.4
    )Depreciation  rental equipment
    
    
    75,263
    
    
    
    78,210
    
    
    
    21.4
    
    
    
    18.5
    
    
    
    (2,947
    )
    
    
    (3.8
    )Cost of merchandise sales
    
    
    10,000
    
    
    
    12,333
    
    
    
    2.8
    
    
    
    2.9
    
    
    
    (2,333
    )
    
    
    (18.9
    )Cost of used rental equipment
sales
    
    
    45,792
    
    
    
    22,457
    
    
    
    13.0
    
    
    
    5.3
    
    
    
    23,335
    
    
    
    103.9Total cost of revenues
    
    
    280,534
    
    
    
    279,837
    
    
    
    79.9
    
    
    
    66.3
    
    
    
    697
    
    
    
    0.2Gross profit
    
    
    70,739
    
    
    
    142,256
    
    
    
    20.1
    
    
    
    33.7
    
    
    
    (71,517
    )
    
    
    (50.3
    )Operating expensesSelling, general and
administrative
    
    
    39,513
    
    
    
    39,324
    
    
    
    11.2
    
    
    
    9.3
    
    
    
    189
    
    
    
    0.5Depreciation and amortization
 non-rental equipment and
intangibles
    
    
    11,782
    
    
    
    12,198
    
    
    
    3.4
    
    
    
    2.9
    
    
    
    (416
    )
    
    
    (3.4
    )Other operating losses
(gains), net
    
    
    108
    
    
    
    (620
    )
    
    
    
    
    
    
    (0.1
    )
    
    
    728
    
    
    
    n/aTotal operating expenses, net
    
    
    51,403
    
    
    
    50,902
    
    
    
    14.6
    
    
    
    12.1
    
    
    
    501
    
    
    
    1.0Operating income
    
    
    19,336
    
    
    
    91,354
    
    
    
    5.5
    
    
    
    21.6
    
    
    
    (72,018
    )
    
    
    (78.8
    )Interest expense, net
    
    
    40,210
    
    
    
    55,361
    
    
    
    11.4
    
    
    
    13.1
    
    
    
    (15,151
    )
    
    
    (27.4
    )Other expense (income), net
    
    
    303
    
    
    
    (627
    )
    
    
    0.1
    
    
    
    (0.1
    )
    
    
    930
    
    
    
    n/a(Loss) income before
(benefit) provision for
income taxes
    
    
    (21,177
    )
    
    
    36,620
    
    
    
    (6.0
    )
    
    
    8.7
    
    
    
    (57,797
    )
    
    
    n/a(Benefit) provision for income
taxes
    
    
    (7,673
    )
    
    
    14,275
    
    
    
    (2.2
    )
    
    
    3.4
    
    
    
    (21,948
    )
    
    
    n/aNet (loss) income
    
    $
    (13,504
    )
    
    $
    22,345
    
    
    
    (3.8
    )%
    
    
    5.3
    %
    
    $
    (35,849
    )
    
    
    n/a
    16




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18




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Liquidity and Capital Resources
 Cash Flows and Liquidity
   Three Months EndedMarch 31,2009
    
    
    2008(in 000s)Net cash provided by operating activities
    
    $
    66,130
    
    
    $
    10,548Net cash provided by (used in) investing activities
    
    
    45,664
    
    
    
    (52,304
    )Net cash (used in) provided by financing activities
    
    
    (113,904
    )
    
    
    32,786Effect of foreign exchange rates on cash
    
    
    (25
    )
    
    
    (84
    )Net decrease in cash and cash equivalents
    
    $
    (2,135
    )
    
    $
    (9,054
    )
  Operating activities 
 Investing activities 
  Financing activities 
 19




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##### Table of Contents



Indebtedness
    ConsolidatedFiscal Quarter Ending
    
    Leverage RatioMarch 31, 2009
    
    
    4.50:1.00June 30, 2009
    
    
    4.50:1.00September 30, 2009
    
    
    4.50:1.00December 31, 2009
    
    
    4.50:1.00March 31, 2010 and at all times thereafter
    
    
    4.25:1.00
   Outlook
  20




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##### Table of Contents



Adjusted EBITDA
  Three Months EndedMarch 31,2009
    
    
    2008(in 000s)Net (loss) income
    
    $
    (13,504
    )
    
    $
    22,345Depreciation of rental equipment
and depreciation and amortization
of non-rental equipment and
intangibles
    
    
    87,045
    
    
    
    90,408Interest expense, net
    
    
    40,210
    
    
    
    55,361(Benefit) provision for income taxes
    
    
    (7,673
    )
    
    
    14,275EBITDA
    
    $
    106,078
    
    
    $
    182,389Adjustments:Share-based compensation
    
    
    1,132
    
    
    
    888Other expense (income), net
    
    
    303
    
    
    
    (627
    )Adjusted EBITDA
    
    $
    107,513
    
    
    $
    182,650
 Critical Accounting Policies and Estimates
  Recent Accounting Pronouncements
 Disclosures about Derivative Instruments and
Hedging Activities an amendment of FASB Statement No. 133
 21




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Risk
    Currency Exchange Risk
  
 Item 4. Controls and Procedures
  22




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Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  
 PART II. Other Information
 
 Item 1. Legal Proceedings
   
 Item 1A. Risk Factors
   
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  23




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Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 Exhibits and Financial Statement Schedules
 ExhibitNumber
    
    Description10.1
    
    Form of First Amendment to the Amended and Restated Executive
Employment and Noncompetition Agreement  President and Chief
Executive Officer (incorporated by reference to Exhibit 10.1 to
RSC Holdings Inc.s Report on Form 8-K filed on March 5, 2009)10.2
    
    Form of First Amendment to the Executive Employment and
Noncompetition Agreement  Senior Vice President (incorporated by
reference to Exhibit 10.2 to RSC Holdings Incs Report on Form 8-K
filed on March 5, 2009)31.1
    
    Certification of Chief Executive Officer as required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended31.2
    
    Certification of Chief Financial Officer as required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended32.1
    
    Certifications of Chief Executive Officer and Chief Financial
Officer as required by Rule 13a-14(b) of the Securities Exchange
Act of 1934, as amended.
 24




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##### Table of Contents



SIGNATURES
  RSC Holdings III, LLC  RSC Equipment Rental, Inc.
 Signature
    
    Title
    
    Date/s/ Erik Olsson
Erik Olsson
    
    President and Director (Principal Executive Officer)
    
    May 7, 2009/s/ David Mathieson
David Mathieson
    
    Chief Financial Officer (Principal Financial and
Principal Accounting Officer)
    
    May 7, 2009
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EXHIBIT INDEX
 ExhibitNumber
    
    Description10.1
    
    Form of First Amendment to the Amended and Restated Executive
Employment and Noncompetition Agreement  President and Chief
Executive Officer (incorporated by reference to Exhibit 10.1 to
RSC Holdings Inc.s Report on Form 8-K filed on March 5, 2009)10.2
    
    Form of First Amendment to the Executive Employment and
Noncompetition Agreement  Senior Vice President (incorporated by
reference to Exhibit 10.2 to RSC Holdings Incs Report on Form 8-K
filed on March 5, 2009)31.1
    
    Certification of Chief Executive Officer as required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended31.2
    
    Certification of Chief Financial Officer as required by Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended32.1
    
    Certifications of Chief Executive Officer and Chief Financial
Officer as required by Rule 13a-14(b) of the Securities Exchange
Act of 1934, as amended.
 26