hees-10q_20170630.htm

`

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to        

Commission file number: 000-51759

 

H&E Equipment Services, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

 

81-0553291

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

7500 Pecue Lane,

 

70809

Baton Rouge, Louisiana

 

(ZIP Code)

(Address of Principal Executive Offices)

 

 

(225) 298‑5200

(Registrant’s Telephone Number, Including Area Code)

None

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer

Accelerated Filer                    

Non-Accelerated Filer

 

 

 

 

 

Smaller Reporting Company

Emerging Growth Company  

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

As of July 20, 2017, there were 35,570,706 shares of H&E Equipment Services, Inc. common stock, $0.01 par value, outstanding.

 

 

 

 


H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

June 30, 2017

 

 

 

Page

PART I.  FINANCIAL INFORMATION

 

5

 

 

 

Item 1. Financial Statements:

 

5

Condensed Consolidated Balance Sheets as of June 30, 2017 (Unaudited) and December 31, 2016

 

5

Condensed Consolidated Statements of Income (Unaudited) for the Three and Six Months Ended June 30, 2017 and 2016

 

6

Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2017 and 2016

 

7

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

27

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

41

Item 4. Controls and Procedures

 

41

 

 

 

PART II.  OTHER INFORMATION

 

42

 

 

 

Item 1. Legal Proceedings

 

42

Item 1A. Risk Factors

 

42

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

44

Item 3. Defaults upon Senior Securities

 

44

Item 4. Mine Safety Disclosures

 

44

Item 5. Other Information

 

45

Item 6. Exhibits

 

45

 

 

 

Signatures

 

46

 

 

2


Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “may”, “could”, “would”, “should”, “believe”, “expect”, “anticipate”, “plan”, “estimate”, “target”, “project”, “intend”, “foresee” and similar expressions. These statements include, among others, statements regarding our expected business outlook, anticipated financial and operating results, our business strategy and means to implement the strategy, our objectives, the amount and timing of capital expenditures, the likelihood of our success in expanding our business, financing plans, budgets, working capital needs and sources of liquidity. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.

Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, the expansion of product offerings geographically or through new marketing applications, the timing and cost of planned capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements also involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. In addition, even if our actual results are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results may not be indicative of results or developments in subsequent periods. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to, the following:

 

general economic conditions and construction and industrial activity in the markets where we operate in North America;

 

our ability to forecast trends in our business accurately, and the impact of economic downturns and economic uncertainty on the markets we serve;

 

the impact of conditions in the global credit and commodity markets and their effect on construction spending and the economy in general;

 

relationships with equipment suppliers;

 

increased maintenance and repair costs as we age our fleet and decreases in our equipment’s residual value;

 

our indebtedness, including the significant indebtedness that would be incurred in the proposed financing for our proposed merger with Neff Corporation;

 

risks associated with the expansion of our business;

 

our possible inability to integrate any businesses we acquire;

 

competitive pressures;

 

security breaches and other disruptions in our information technology systems;

 

adverse weather events or natural disasters;

 

compliance with laws and regulations, including those relating to environmental matters and corporate governance matters;

 

the anticipated benefits of our proposed merger with Neff Corporation and the impact of the proposed merger on our earnings, capital structure, strategic plan and results of operations;

 

the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement with Neff Corporation, the failure of the closing conditions included in the merger agreement to be satisfied (or any material delay in satisfying such conditions), a failure to obtain the necessary financing to consummate the merger or any other failure to consummate the transactions contemplated thereby, including as a result of Neff Corporation receiving a superior offer during the “go-shop” period;

 

the costs, fees, expenses and charges related to the proposed merger with Neff Corporation; and

 

other factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016.

Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission (“SEC”), we are under no obligation to publicly update or revise any forward-looking statements after we file this Quarterly Report on Form 10-Q, whether as a result of any new information, future events or otherwise. Investors, potential investors and other readers are urged to consider the above mentioned factors carefully in evaluating the

3


forward‑looking statements and are cautioned not to place undue reliance on such forward‑looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results or performance.

For a more detailed discussion of some of the foregoing risks and uncertainties, see Item 1A — “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016, as well as other reports and registration statements filed by us with the SEC. These factors should not be construed as exhaustive and should be read with other cautionary statements in this Quarterly Report on Form 10-Q and our other public filings. All of our annual, quarterly and current reports, and any amendments thereto, filed with or furnished to the SEC are available on our Internet website under the Investor Relations link. For more information about us and the announcements we make from time to time, visit our Internet website at www.he-equipment.com.

 

No Offer or Solicitation

This Quarterly Report on Form 10-Q shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an applicable exemption therefrom.

 

 

4


PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share amounts)

 

 

 

Balances at

 

 

 

June 30,

2017

 

 

December 31,

2016

 

 

 

(Unaudited)

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

Cash

 

$

6,995

 

 

$

7,683

 

Receivables, net of allowance for doubtful accounts of $3,432

   and $3,769, respectively

 

 

141,475

 

 

 

140,037

 

Inventories, net of reserves for obsolescence of $866 and $900, respectively

 

 

94,402

 

 

 

53,909

 

Prepaid expenses and other assets

 

 

9,424

 

 

 

7,513

 

Rental equipment, net of accumulated depreciation of

    $465,893 and $437,522, respectively

 

 

902,378

 

 

 

893,816

 

Property and equipment, net of accumulated depreciation and

   amortization of $123,980 and $118,812, respectively

 

 

104,632

 

 

 

105,492

 

Deferred financing costs, net of accumulated amortization

   of $12,566 and $12,160, respectively

 

 

1,558

 

 

 

1,964

 

Goodwill

 

 

31,197

 

 

 

31,197

 

Total assets

 

$

1,292,061

 

 

$

1,241,611

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Amounts due on senior secured credit facility

 

$

164,852

 

 

$

162,642

 

Accounts payable

 

 

81,053

 

 

 

39,432

 

Manufacturer flooring plans payable

 

 

25,824

 

 

 

30,780

 

Accrued expenses payable and other liabilities

 

 

60,720

 

 

 

56,833

 

Dividends payable

 

 

89

 

 

 

67

 

Senior unsecured notes, net of unaccreted discount of $867 and $952 and

   deferred financing costs of $1,219 and $1,339, respectively

 

 

627,914

 

 

 

627,711

 

Capital leases payable

 

 

1,597

 

 

 

1,704

 

Deferred income taxes

 

 

186,922

 

 

 

177,835

 

Deferred compensation payable

 

 

1,869

 

 

 

1,842

 

Total liabilities

 

 

1,150,840

 

 

 

1,098,846

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value, 25,000,000 shares authorized; no shares issued

 

 

 

 

 

 

Common stock, $0.01 par value, 175,000,000 shares authorized; 39,512,974 and

   39,496,759 shares issued at June 30, 2017 and December 31, 2016, respectively,

   and 35,570,706 and 35,554,491 shares outstanding at June 30, 2017

   and December 31, 2016, respectively

 

 

394

 

 

 

394

 

Additional paid-in capital

 

 

225,438

 

 

 

223,544

 

Treasury stock at cost, 3,942,268 shares of common stock

   held at June 30, 2017 and December 31, 2016

 

 

(60,966

)

 

 

(60,966

)

Retained deficit

 

 

(23,645

)

 

 

(20,207

)

Total stockholders’ equity

 

 

141,221

 

 

 

142,765

 

Total liabilities and stockholders’ equity

 

$

1,292,061

 

 

$

1,241,611

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

5


H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Amounts in thousands, except per share amounts)

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

$

118,370

 

 

$

108,650

 

 

$

225,687

 

 

$

211,488

 

New equipment sales

 

 

45,669

 

 

 

49,893

 

 

 

79,943

 

 

 

107,072

 

Used equipment sales

 

 

24,106

 

 

 

23,769

 

 

 

52,969

 

 

 

51,343

 

Parts sales

 

 

27,969

 

 

 

26,654

 

 

 

53,300

 

 

 

54,623

 

Services revenues

 

 

15,944

 

 

 

16,945

 

 

 

31,024

 

 

 

33,246

 

Other

 

 

17,305

 

 

 

16,184

 

 

 

33,268

 

 

 

31,333

 

Total revenues

 

 

249,363

 

 

 

242,095

 

 

 

476,191

 

 

 

489,105

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental depreciation

 

 

41,838

 

 

 

39,675

 

 

 

82,741

 

 

 

79,172

 

Rental expense

 

 

20,162

 

 

 

18,021

 

 

 

38,536

 

 

 

34,784

 

New equipment sales

 

 

40,450

 

 

 

44,531

 

 

 

70,831

 

 

 

95,005

 

Used equipment sales

 

 

17,002

 

 

 

16,875

 

 

 

36,863

 

 

 

35,387

 

Parts sales

 

 

20,358

 

 

 

19,213

 

 

 

38,571

 

 

 

39,476

 

Services revenues

 

 

5,332

 

 

 

5,990

 

 

 

10,331

 

 

 

11,291

 

Other

 

 

16,881

 

 

 

16,082

 

 

 

33,306

 

 

 

31,138

 

Total cost of revenues

 

 

162,023

 

 

 

160,387

 

 

 

311,179

 

 

 

326,253

 

Gross profit

 

 

87,340

 

 

 

81,708

 

 

 

165,012

 

 

 

162,852

 

Selling, general and administrative expenses

 

 

59,807

 

 

 

57,049

 

 

 

117,125

 

 

 

116,423

 

Gain on sales of property and equipment, net

 

 

1,135

 

 

 

712

 

 

 

2,106

 

 

 

1,374

 

Income from operations

 

 

28,668

 

 

 

25,371

 

 

 

49,993

 

 

 

47,803

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(13,373

)

 

 

(13,353

)

 

 

(26,605

)

 

 

(26,760

)

Other, net

 

 

373

 

 

 

689

 

 

 

810

 

 

 

1,119

 

Total other expense, net

 

 

(13,000

)

 

 

(12,664

)

 

 

(25,795

)

 

 

(25,641

)

Income before provision for income taxes

 

 

15,668

 

 

 

12,707

 

 

 

24,198

 

 

 

22,162

 

Provision for income taxes

 

 

5,790

 

 

 

5,204

 

 

 

8,930

 

 

 

9,085

 

Net income

 

$

9,878

 

 

$

7,503

 

 

$

15,268

 

 

$

13,077

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.28

 

 

$

0.21

 

 

$

0.43

 

 

$

0.37

 

Diluted

 

$

0.28

 

 

$

0.21

 

 

$

0.43

 

 

$

0.37

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

35,473

 

 

 

35,354

 

 

 

35,469

 

 

 

35,347

 

Diluted

 

 

35,631

 

 

 

35,480

 

 

 

35,626

 

 

 

35,439

 

Dividends declared per common share outstanding

 

$

0.275

 

 

$

0.275

 

 

$

0.55

 

 

$

0.55

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

6


H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in thousands)

 

 

 

Six Months Ended

June 30,

 

 

 

2017

 

 

2016

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

15,268

 

 

$

13,077

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization of property and equipment

 

 

12,115

 

 

 

13,464

 

Depreciation of rental equipment

 

 

82,741

 

 

 

79,172

 

Amortization of deferred financing costs

 

 

526

 

 

 

526

 

Accretion of note discount, net of premium amortization

 

 

84

 

 

 

83

 

Provision for losses on accounts receivable

 

 

1,858

 

 

 

2,008

 

Provision for inventory obsolescence

 

 

71

 

 

 

14

 

Change in deferred income taxes

 

 

9,968

 

 

 

9,182

 

Stock-based compensation expense

 

 

1,894

 

 

 

1,667

 

Gain from sales of property and equipment, net

 

 

(2,106

)

 

 

(1,374

)

Gain from sales of rental equipment, net

 

 

(15,349

)

 

 

(15,467

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Receivables

 

 

(3,274

)

 

 

7,110

 

Inventories

 

 

(49,585

)

 

 

(52,467

)

Prepaid expenses and other assets

 

 

(1,911

)

 

 

489

 

Accounts payable

 

 

41,621

 

 

 

22,322

 

Manufacturer flooring plans payable

 

 

(4,956

)

 

 

(16,466

)

Accrued expenses payable and other liabilities

 

 

3,715

 

 

 

4,600

 

Deferred compensation payable

 

 

27

 

 

 

(363

)

Net cash provided by operating activities

 

 

92,707

 

 

 

67,577

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(12,137

)

 

 

(11,465

)

Purchases of rental equipment

 

 

(112,946

)

 

 

(69,144

)

Proceeds from sales of property and equipment

 

 

3,137

 

 

 

1,683

 

Proceeds from sales of rental equipment

 

 

46,013

 

 

 

44,501

 

    Net cash used in investing activities

 

 

(75,933

)

 

 

(34,425

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Borrowings on senior secured credit facility

 

 

484,252

 

 

 

482,513

 

Payments on senior secured credit facility

 

 

(482,042

)

 

 

(492,866

)

Dividends paid

 

 

(19,565

)

 

 

(19,505

)

Payments of capital lease obligations

 

 

(107

)

 

 

(100

)

    Net cash used in financing activities

 

 

(17,462

)

 

 

(29,958

)

Net increase (decrease) in cash

 

 

(688

)

 

 

3,194

 

Cash, beginning of period

 

 

7,683

 

 

 

7,159

 

Cash, end of period

 

$

6,995

 

 

$

10,353

 

 

7


H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)

(Amounts in thousands)

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2017

 

 

2016

 

Supplemental schedule of noncash investing and financing activities:

 

 

 

 

 

 

 

 

Noncash asset purchases:

 

 

 

 

 

 

 

 

Assets transferred from new and used inventory to rental fleet

 

$

9,021

 

 

$

34,461

 

Purchases of property and equipment included in accrued expenses

   payable and other liabilities

 

$

(173

)

 

$

222

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

Interest

 

$

25,992

 

 

$

26,215

 

Income taxes paid, net of refunds received

 

$

446

 

 

$

269

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

8


H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

(1) Organization and Nature of Operations

Basis of Presentation

Our condensed consolidated financial statements include the financial position and results of operations of H&E Equipment Services, Inc. and its wholly-owned subsidiaries H&E Finance Corp., GNE Investments, Inc., Great Northern Equipment, Inc., H&E California Holding, Inc., H&E Equipment Services (California), LLC and H&E Equipment Services (Mid-Atlantic), Inc., collectively referred to herein as “we” or “us” or “our” or the “Company.”

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such regulations. In the opinion of management, all adjustments (consisting of all normal and recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017, and therefore, the results and trends in these interim condensed consolidated financial statements may not be the same for the entire year. These interim condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended December 31, 2016, from which the consolidated balance sheet amounts as of December 31, 2016 were derived. All significant intercompany accounts and transactions have been eliminated in these condensed consolidated financial statements.

The nature of our business is such that short-term obligations are typically met by cash flows generated from long-term assets. Consequently, and consistent with industry practice, the accompanying condensed consolidated balance sheets are presented on an unclassified basis.

Nature of Operations

As one of the largest integrated equipment services companies in the United States focused on heavy construction and industrial equipment, we rent, sell and provide parts and service support for four core categories of specialized equipment: (1) hi-lift or aerial work platform equipment; (2) cranes; (3) earthmoving equipment; and (4) industrial lift trucks. By providing equipment rental, sales, on-site parts, repair and maintenance functions under one roof, we are a one-stop provider for our customers’ varied equipment needs. This full service approach provides us with multiple points of customer contact, enables us to maintain a high quality rental fleet, as well as an effective distribution channel for fleet disposal and provides cross‑selling opportunities among our new and used equipment sales, rental, parts sales and services operations.

 

 

(2) Significant Accounting Policies

We describe our significant accounting policies in note 2 of the notes to consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2016.  During the six month period ended June 30, 2017, there were no significant changes to those accounting policies.

Use of Estimates

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. These assumptions and estimates could have a material effect on our condensed consolidated financial statements. Actual results may differ materially from those estimates. We review our estimates on an ongoing basis based on information currently available, and changes in facts and circumstances may cause us to revise these estimates.

9


Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In doing so, entities will need to use more judgment and make more estimates than under current guidance. These judgments and estimates may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 also requires an entity to disclose sufficient qualitative and quantitative information surrounding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This ASU supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification, and further permits the use of either a retrospective or cumulative effect transition method. The FASB agreed to a one-year deferral of the original effective date of this guidance and, as a result, it will become effective for fiscal years and interim periods after December 15, 2017. Early adoption is permitted. We will adopt ASU 2014-09 as of January 1, 2018.

Revenues from equipment rentals accounted for 47.4% of our total revenues for the six months ended June 30, 2017. We believe the accounting for equipment rental revenues is outside the scope of ASU 2014-09. Upon adoption of ASU 2014-09, revenues from equipment rentals will be accounted for pursuant to current lease accounting guidance until our adoption of the new lease accounting standard as further discussed in the subsequent paragraph below. Revenues from new and used equipment sales, parts and services revenues and other revenues are subject to ASU 2014-09 upon adoption. We have reviewed the accounting for sales of new and used equipment, which accounted for 27.9% of our total revenues for the six months ended June 30, 2017, and do not expect the adoption of this guidance to have a significant impact on our consolidated financial statements. Parts revenues, services revenues and other revenues comprised the remaining 24.7% of our total revenues for the six months ended June 30, 2017. The impact of ASU 2014-09 on these revenues is not currently estimable. Our review of this standard, including our evaluation of the available transition methods and the impact of the standard on our internal controls over financial reporting, is ongoing.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet, with the exception of leases with a term of 12 months or less, which permits a lessee to make an accounting policy election by class of underlying asset not to recognize lease assets and liabilities.  At inception, lessees must classify leases as either finance or operating based on five criteria. Balance sheet recognition of finance and operating leases is similar, but the pattern of expense recognition in the income statement, as well as the effect on the statement of cash flows, differs depending on the lease classification. Also, certain qualitative and quantitative disclosures are required to enable users of financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted. The new standard requires the recognition and measurement of leases at the beginning of the earliest period presented using a modified retrospective approach, which includes a number of optional practical expedients that entities may elect to apply.

Our operating leases include the real estate where all but 11 of our 78 branch locations are located as of June 30, 2017. Additionally, the Company leases numerous types of non-rental equipment. We have begun accumulating the information related to these leases and expect that the quantification of the amount of the lease assets and lease liabilities that we will recognize on our consolidated balance sheet upon adoption of ASU 2016-02 will take significant time given the size of our lease portfolio. We are also concurrently evaluating our internal processes and controls over financial reporting with respect to the impact that the new lease standard will have on our lease administration activities. As mentioned in the ASU 2014-09 discussion above, our equipment rental business involves rental agreements with customers whereby we are the lessor in the transaction and therefore, we believe that such transactions are subject to the lessor accounting guidance of ASU 2016-02. Our evaluation of ASU 2016-02 is ongoing and the impact that this new guidance will have on our consolidated financial statements, as well as our internal controls over financial reporting, is not currently estimable.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). This standard modifies the impairment model to utilize an expected loss methodology, referred to as the current expected credit loss (“CECL”) model, in place of the currently used incurred loss methodology, which is intended to result in the more timely recognition of losses. Under the CECL model, entities will estimate credit losses over the entire contractual term of the instrument (considering estimated prepayments, but not expected extensions or modifications) from the date of initial recognition of the financial instrument. The scope of financial assets within the CECL methodology is broad and includes trade receivables from revenue transactions and certain off-balance sheet credit exposures (such as standby letters of credit). ASU 2016-13 will be effective for us as of January 1, 2020. We are currently reviewing the effect, if any, the adoption of ASU No. 2016-13 will have on our consolidated financial statements.

10


In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which aims to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. ASU 2016-15 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. Based upon our review of ASU 2016-15, the Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. 

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”).  ASU 2017-01 clarifies the definition of a business when evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses.  ASU 2017-01 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017, and interim periods within those annual periods.  Based upon our review of ASU 2017-01, the Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which removes Step 2 of the goodwill impairment test. A goodwill impairment will now be determined by the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.  ASU 2017-04 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2019, with early adoption permitted.  We are currently evaluating the effect, if any, the adoption of ASU 2017-04 will have on our consolidated financial statements.

 

Recent Accounting Pronouncements Adopted in the First Quarter of 2017

 

In July 2015, the FASB issued ASU 2015-11, Inventory: Simplifying the Measurement of Inventory (“ASU 2015-11”). ASU 2015-11 provides guidance on simplifying the measurement of inventory. The previous standard measured inventory at lower of cost or market; where market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. ASU 2015-11 updated this guidance to measure inventory at the lower of cost or net realizable value; where net realizable value is considered to be the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal and transportation. We adopted ASU 2015-11 on January 1, 2017 on a prospective basis. The adoption of ASU 2015-11 did not result in a material impact on our financial position, results of operations, or cash flows for the three and six month periods ended June 30, 2017.

 

In March 2016, the FASB Issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The updated guidance changed how companies previously accounted for certain aspects of stock-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of such awards in the statement of cash flows. ASU 2016-09 became effective for us on January 1, 2017. ASU 2016-09 requires that excess tax benefits and deficiencies resulting from the vesting or exercise of stock-based compensation awards to be recognized in the income statement on a prospective basis. Previously, these amounts were recognized in additional paid-in capital. Accordingly, excess tax benefits of less than $0.1 million were recognized as a discrete item in our income tax expense in each of the three and six month periods ended March 31, 2017 and June 30, 2017, respectively. In addition, ASU 2016-09 requires excess tax benefits and deficiencies to be excluded from the assumed future proceeds in the calculation of diluted shares. This change did not have a material impact to the calculation of weighted average shares outstanding for the three and six month periods ended June 30, 2017.

 

ASU 2016-09 eliminates the prior guidance requirement that allowed under certain circumstances the realization of excess tax benefits prior to recognition of those excess tax benefits. Under prior guidance, companies could not recognize excess tax benefits when an option was exercised or a share vested if the related tax deduction increased a net operating loss carryforward rather than reduced income taxes payable. ASU 2016-09 requires companies to apply this part of the guidance using a modified retrospective transition method and record a cumulative effect adjustment for previously unrecognized excess tax benefits. Accordingly, we recorded a cumulative effect adjustment to accumulated deficit as of January 1, 2017 of approximately $0.9 million for all excess tax benefits that had not been previously recognized because the related tax deduction had not reduced income taxes payable.

 

ASU 2016-09 also clarifies that an entity should classify excess tax benefits along with other income tax cash flows as an operating activity in the statement of cash flows. This change eliminates the prior practice of grossing up the statement of cash flows for the effect of windfalls, i.e. reporting windfalls as outflows in operating activities and as inflows in financing activities. Under ASU 2016-09, the effect of windfalls will generally be reflected in net income from continuing operations under the indirect method. We have adopted this portion of the guidance on a retrospective basis. ASU 2016-09 also clarifies that employee taxes paid when an employer withholds shares of stock for tax withholding purposes be reported as financing activities in the consolidated statements of cash flows, which is how the Company has historically presented such activities in our statement of cash flows.

 

11


We have elected to continue to estimate the number of stock-based awards expected to vest, as permitted by ASU 2016-09, rather than electing to account for forfeitures as they occur.  Additional amendments to the accounting for statutory withholding tax requirements had no impact on our consolidated financial statements.

 

(3) Fair Value of Financial Instruments

Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The FASB fair value measurement guidance established a fair value hierarchy that prioritizes the inputs used to measure fair value. The three broad levels of the fair value hierarchy are as follows:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly

Level 3 – Unobservable inputs for which little or no market data exists, therefore requiring a company to develop its own assumptions

The carrying value of financial instruments reported in the accompanying condensed consolidated balance sheets for cash, accounts receivable, accounts payable and accrued expenses payable and other liabilities approximate fair value due to the immediate or short-term nature or maturity of these financial instruments. The fair value of our letter of credit is based on fees currently charged for similar agreements. The carrying amounts and fair values of our other financial instruments subject to fair value disclosures as of June 30, 2017 and December 31, 2016 are presented in the table below (amounts in thousands) and have been calculated based upon market quotes and present value calculations based on market rates.

 

 

 

June 30, 2017

 

 

 

Carrying

Amount

 

 

Fair

Value

 

Manufacturer flooring plans payable with interest computed

   at 4.50% (Level 3)

 

$

25,824

 

 

$

22,149

 

Senior unsecured notes with interest computed

   at 7.0% (Level 1)

 

 

627,914

 

 

 

655,200

 

Capital leases payable with interest computed

   at 5.929% to 9.55% (Level 3)

 

 

1,597

 

 

 

1,160

 

Letter of credit (Level 3)

 

 

 

 

 

155

 

 

 

 

December 31, 2016

 

 

 

Carrying

Amount

 

 

Fair

Value

 

Manufacturer flooring plans payable with interest computed

   at 4.50% (Level 3)

 

$

30,780

 

 

$

26,780

 

Senior unsecured notes with interest computed

   at 7.0% (Level 1)

 

 

627,711

 

 

 

663,075

 

Capital leases payable with interest computed

   at 5.929% to 9.55% (Level 3)

 

 

1,704

 

 

 

1,164

 

Letter of credit (Level 3)

 

 

 

 

 

155

 

 

During the three and six month periods ended June 30, 2017 and 2016, there were no transfers of financial assets or liabilities in or out of Level 1, Level 2 or Level 3 of the fair value hierarchy.

 

 

12


(4) Stockholders’ Equity

The following table summarizes the activity in Stockholders’ Equity for the six month period ended June 30, 2017 (amounts in thousands, except share data):

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

Retained

 

 

Total

 

 

 

Shares

Issued

 

 

Amount

 

 

Paid-in

Capital

 

 

Treasury

Stock

 

 

Earnings

(Deficit)

 

 

Stockholders’

Equity

 

Balances at December 31, 2016

 

 

39,496,759

 

 

$

394

 

 

$

223,544

 

 

$

(60,966

)

 

$

(20,207

)

 

$

142,765

 

Cumulative effect adjustment for previously unrecognized excess tax benefits pursuant to the adoption of ASU 2016-09 (see note (2))

 

 

 

 

 

 

 

 

 

 

 

 

 

 

881

 

 

 

881

 

Stock-based compensation

 

 

 

 

 

 

 

 

1,894

 

 

 

 

 

 

 

 

 

1,894

 

Cash dividends declared on common stock ($0.275 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(19,587

)

 

 

(19,587

)

Issuance of common stock

 

 

16,215

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,268

 

 

 

15,268

 

Balances at June 30, 2017

 

 

39,512,974

 

 

$

394

 

 

$

225,438

 

 

$

(60,966

)

 

$

(23,645

)

 

$

141,221

 

 

 

(5) Stock-Based Compensation

We account for our stock-based compensation plans using the fair value recognition provisions of Accounting Standards Codification (“ASC”) 718, Stock Compensation (“ASC 718”), as further updated by ASU 2016-09. Under the provisions of ASC 718, stock-based compensation is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the requisite employee service period (generally the vesting period of the grant). Shares available for future stock-based payment awards under our 2016 Stock-Based Incentive Compensation Plan were 1,960,574 shares as of June 30, 2017.

Non-vested Stock

The following table summarizes our non-vested stock activity for the six months ended June 30, 2017:

 

 

 

Number of

Shares

 

 

Weighted

Average Grant

Date Fair Value

 

Non-vested stock at December 31, 2016

 

 

400,801

 

 

$

18.86

 

Granted

 

 

21,658

 

 

$

25.86

 

Vested

 

 

(21,658

)

 

$

25.86

 

Forfeited

 

 

(5,443

)

 

$

18.95

 

Non-vested stock at June 30, 2017

 

 

395,358

 

 

$

18.86

 

 

As of June 30, 2017, we had unrecognized compensation expense of approximately $3.4 million related to non-vested stock that we expect to be recognized over a weighted-average period of approximately 1.9 years. The following table summarizes compensation expense related to non-vested stock, which is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of income for the three and six months ended June 30, 2017 and 2016 (amounts in thousands):

 

 

 

For the Three Months Ended

June 30,

 

 

For the Six Months Ended

June 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

 

2016

 

Compensation expense

 

$

713

 

 

$

626

 

 

$

1,894

 

 

 

$

1,667

 

 

13


Stock Options

At June 30 2017, there is no unrecognized compensation expense as all previously issued and outstanding stock option awards have expired.  The following table represents stock option activity for the six months ended June 30, 2017:

 

 

 

Number of

Shares

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Contractual

Life In Years

 

Outstanding options at December 31, 2016

 

 

4,500

 

 

$

19.27

 

 

 

 

 

Granted

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

Canceled, forfeited or expired

 

 

(4,500

)

 

$

19.27

 

 

 

 

 

Outstanding options at June 30, 2017

 

 

 

 

 

 

 

 

 

Options exercisable at June 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

(6) Income per Share

Income per common share for the three and six months ended June 30, 2017 and 2016 are based on the weighted average number of common shares outstanding during the period. The effects of potentially dilutive securities that are anti-dilutive are not included in the computation of dilutive income per share. We include all common shares granted under our incentive compensation plan which remain unvested (“restricted common shares”) and contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid (“participating securities”), in the number of shares outstanding in our basic and diluted EPS calculations using the two-class method. All of our restricted common shares are currently participating securities.

Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings allocated to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, distributed and undistributed earnings are allocated to both common shares and restricted common shares based on the total weighted average shares outstanding during the period.  The number of restricted common shares outstanding was approximately 0.8%  of total outstanding shares for each of the three and six month periods ended June 30, 2017 and 2016, respectively, and, consequently, was immaterial to the basic and diluted EPS calculations. Therefore, use of the two-class method had no impact on our basic and diluted EPS calculations for the periods presented. The following table sets forth the computation of basic and diluted net income per common share for the three and six months ended June 30, 2017 and 2016 (amounts in thousands, except per share amounts):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Basic net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

9,878

 

 

$

7,503

 

 

$

15,268

 

 

$

13,077

 

Weighted average number of common

   shares outstanding

 

 

35,473

 

 

 

35,354

 

 

 

35,469

 

 

 

35,347

 

Net income per share of common stock – basic

 

$

0.28

 

 

$

0.21

 

 

$

0.43

 

 

$

0.37

 

Diluted net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

9,878

 

 

$

7,503

 

 

$

15,268

 

 

$

13,077

 

Weighted average number of common shares outstanding

 

 

35,473

 

 

 

35,354

 

 

 

35,469

 

 

 

35,347

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of dilutive stock options

 

 

 

 

 

 

 

 

 

 

 

 

Effect of dilutive non-vested restricted stock

 

 

158

 

 

 

126

 

 

 

157

 

 

 

92

 

Weighted average number of common shares

   outstanding – diluted

 

 

35,631

 

 

 

35,480

 

 

 

35,626

 

 

 

35,439

 

Net income per share of common stock – diluted

 

$

0.28

 

 

$

0.21

 

 

$

0.43

 

 

$

0.37

 

Common shares excluded from the denominator

   as anti-dilutive:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

 

 

 

 

1

 

 

 

 

 

 

7

 

Non-vested restricted stock

 

 

 

 

 

 

 

 

 

 

 

4

 

14


 

 

(7) Senior Secured Credit Facility

We and our subsidiaries are parties to a $602.5 million senior secured credit facility (the “Credit Facility”) with Wells Fargo Capital Finance, LLC (“Wells Fargo”), as agent (as successor in such capacity to General Electric Capital Corporation (“GE Capital”)), and the lenders named therein (the “Lenders”).

On May 21, 2014, we amended, extended and restated the Credit Facility by entering into the Fourth Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) by and among the Company, Great Northern Equipment, Inc., H&E Equipment Services (California), LLC, the other credit parties named therein, the lenders named therein, GE Capital, as administrative agent, Bank of America, N.A. as co-syndication agent and documentation agent, Wells Fargo, as co-syndication agent and Deutsche Bank Securities Inc. as joint lead arranger and joint bookrunner. In March 2016, Wells Fargo succeeded and was substituted for GE Capital as the administrative agent under the Amended and Restated Credit Agreement.

The Amended and Restated Credit Agreement, among other things, (i) extends the maturity date of the Credit Facility from February 29, 2017 to May 21, 2019, (ii) increases the uncommitted incremental revolving capacity from $130 million to $150 million, (iii) permits a like-kind exchange program under Section 1031 of the Internal Revenue Code of 1986, as amended, (iv) provides that the unused commitment fee margin will be either 0.50%, 0.375% or 0.25%, depending on the ratio of the average of the daily closing balances of the aggregate revolving loans, swing line loans and letters of credit outstanding during each month to the aggregate commitments for the revolving loans, swing line loans and letters of credit, (v) lowers the interest rate (a) in the case of index rate revolving loans, to the index rate plus an applicable margin of 0.75% to 1.25% depending on the leverage ratio and (b) in the case of LIBOR revolving loans, to LIBOR plus an applicable margin of 1.75% to 2.25%, depending on the leverage ratio, (vi) lowers the margin applicable to the letter of credit fee to between 1.75% and 2.25%, depending on the leverage ratio, and (vii) permits, under certain conditions, for the payment of dividends and/or stock repurchases or redemptions on the capital stock of the Company of up to $75 million per calendar year and further additionally permits the payment of the special cash dividend of $7.00 per share previously declared by the Company on August 20, 2012 to the holders of outstanding restricted stock of the Company following the declared payment date with such permission not tied to the vesting of such restricted stock (which includes the Company’s payment in June 2014 of all amounts that remained payable to the holders of the restricted stock of the Company with respect to such special dividend that was otherwise payable following the applicable vesting dates in May and July 2014 and 2015).

On February 5, 2015, we entered into an amendment of the Credit Facility which, among other things, increased the total amount of revolving loan commitments under the Amended and Restated Credit Agreement from $402.5 million to $602.5 million.

As of June 30, 2017, we were in compliance with our financial covenants under the Credit Facility. At June 30, 2017, the Company could borrow up to an additional $429.9 million and remain in compliance with the debt covenants under the Company’s Credit Facility.

At June 30, 2017, the interest rate on the Credit Facility was based on a 4.0% U.S. Prime Rate plus 100 basis points and LIBOR plus 200 basis points. The weighted average interest rate at June 30, 2017 was approximately 3.5%. At July 20, 2017, we had $424.4 million of available borrowings under our Credit Facility, net of $7.7 million of outstanding letters of credit.

 

 

(8) Senior Unsecured Notes

The following table reconciles our Senior Unsecured Notes to our Condensed Consolidated Balance Sheets (amounts in thousands):

 

Balance at December 31, 2015

 

$

627,306

 

Accretion of discount through December 31, 2016

 

 

1,055

 

Amortization of note premium through December 31, 2016

 

 

(887

)

Amortization of deferred financing costs through

    December 31, 2016

 

 

237

 

Balance at December 31, 2016

 

$

627,711

 

Accretion of discount through June 30, 2017

 

 

528

 

Amortization of note premium through June 30, 2017

 

 

(444

)

Amortization of deferred financing costs through

    June 30, 2017

 

 

119

 

Balance at June 30, 2017

 

$

627,914

 

 

 

15


(9) Segment Information

We have identified five reportable segments: equipment rentals, new equipment sales, used equipment sales, parts sales and services revenues. These segments are based upon how management of the Company allocates resources and assesses performance. Non-segmented revenues and non-segmented costs relate to equipment support activities including transportation, hauling, parts freight and damage-waiver charges and are not allocated to the other reportable segments. There were no sales between segments for any of the periods presented. Selling, general and administrative expenses as well as all other income and expense items below gross profit are not generally allocated to reportable segments.

We do not compile discrete financial information by segments other than the information presented below. The following table presents information about our reportable segments (amounts in thousands):

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Segment Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

$

118,370

 

 

$

108,650

 

 

$

225,687

 

 

$

211,488

 

New equipment sales

 

 

45,669

 

 

 

49,893

 

 

 

79,943

 

 

 

107,072

 

Used equipment sales

 

 

24,106

 

 

 

23,769

 

 

 

52,969

 

 

 

51,343

 

Parts sales

 

 

27,969

 

 

 

26,654

 

 

 

53,300

 

 

 

54,623

 

Services revenues

 

 

15,944

 

 

 

16,945

 

 

 

31,024

 

 

 

33,246

 

Total segmented revenues

 

 

232,058

 

 

 

225,911

 

 

 

442,923

 

 

 

457,772

 

Non-segmented revenues

 

 

17,305

 

 

 

16,184

 

 

 

33,268

 

 

 

31,333

 

Total revenues

 

$

249,363

 

 

$

242,095

 

 

$

476,191

 

 

$

489,105

 

Segment Gross Profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

$

56,370

 

 

$

50,954

 

 

$

104,410

 

 

$

97,532

 

New equipment sales

 

 

5,219

 

 

 

5,362

 

 

 

9,112

 

 

 

12,067

 

Used equipment sales

 

 

7,104

 

 

 

6,894

 

 

 

16,106

 

 

 

15,956

 

Parts sales

 

 

7,611

 

 

 

7,441

 

 

 

14,729

 

 

 

15,147

 

Services revenues

 

 

10,612

 

 

 

10,955

 

 

 

20,693

 

 

 

21,955

 

Total segmented gross profit

 

 

86,916

 

 

 

81,606

 

 

 

165,050

 

 

 

162,657

 

Non-segmented gross profit (loss)

 

 

424

 

 

 

102

 

 

 

(38

)

 

 

195

 

Total gross profit

 

$

87,340

 

 

$

81,708

 

 

$

165,012

 

 

$

162,852

 

 

 

 

Balances at

 

 

 

June 30,

 

 

December 31,

 

 

 

2017

 

 

2016

 

Segment identified assets:

 

 

 

 

 

 

 

 

Equipment sales

 

$

77,231

 

 

$

37,912

 

Equipment rentals

 

 

902,378

 

 

 

893,816

 

Parts and services

 

 

17,171

 

 

 

15,997

 

Total segment identified assets

 

 

996,780

 

 

 

947,725

 

Non-segment identified assets

 

 

295,281

 

 

 

293,886

 

Total assets

 

$

1,292,061

 

 

$

1,241,611

 

 

The Company operates primarily in the United States and our sales to international customers for the three month periods ended June 30, 2017 and 2016 were 0.1% and 0.3%, respectively, of total revenues.  Our sales to international customers for the six month periods ended June 30, 2017 and 2016 were 0.4% and 0.5%, respectively, of total revenues. No one customer accounted for more than 10% of our revenues on an overall or segment basis for any of the periods presented.

 

 

(10) Condensed Consolidating Financial Information of Guarantor Subsidiaries

All of the indebtedness of H&E Equipment Services, Inc. is guaranteed by GNE Investments, Inc. and its wholly‑owned subsidiary Great Northern Equipment, Inc., H&E Equipment Services (California), LLC, H&E California Holding, Inc., H&E Equipment Services (Mid-Atlantic), Inc. and H&E Finance Corp. The guarantor subsidiaries are all wholly‑owned and the guarantees, made on a joint and several basis, are full and unconditional (subject to subordination provisions and subject to a standard limitation which provides that the maximum amount guaranteed by each guarantor will not exceed the maximum amount that can be guaranteed

16


without making the guarantee void under fraudulent conveyance laws). There are no restrictions on H&E Equipment Services, Inc.’s ability to obtain funds from the guarantor subsidiaries by dividend or loan.

The consolidating financial statements of H&E Equipment Services, Inc. and its subsidiaries are included below. The financial statements for H&E Finance Corp. are not included within the consolidating financial statements because H&E Finance Corp. has no assets or operations.

 

17


CONDENSED CONSOLIDATING BALANCE SHEET

 

 

 

As of June 30, 2017

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

6,995

 

 

$

 

 

$

 

 

$

6,995

 

Receivables, net

 

 

113,323

 

 

 

28,152

 

 

 

 

 

 

141,475

 

Inventories, net

 

 

78,733

 

 

 

15,669

 

 

 

 

 

 

94,402

 

Prepaid expenses and other assets

 

 

9,203

 

 

 

221

 

 

 

 

 

 

9,424

 

Rental equipment, net

 

 

746,342

 

 

 

156,036

 

 

 

 

 

 

902,378

 

Property and equipment, net

 

 

93,476

 

 

 

11,156

 

 

 

 

 

 

104,632

 

Deferred financing costs, net

 

 

1,558

 

 

 

 

 

 

 

 

 

1,558

 

Investment in guarantor subsidiaries

 

 

231,555

 

 

 

 

 

 

(231,555

)

 

 

 

Goodwill

 

 

1,671

 

 

 

29,526

 

 

 

 

 

 

31,197

 

Total assets

 

$

1,282,856

 

 

$

240,760

 

 

$

(231,555

)

 

$

1,292,061

 

Liabilities and Stockholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts due on senior secured credit facility

 

$

164,852

 

 

$

 

 

$

 

 

$

164,852

 

Accounts payable

 

 

73,912

 

 

 

7,141

 

 

 

 

 

 

81,053

 

Manufacturer flooring plans payable

 

 

24,233

 

 

 

1,591

 

 

 

 

 

 

25,824

 

Accrued expenses payable and other liabilities

 

 

61,801

 

 

 

(1,081

)

 

 

 

 

 

60,720

 

Dividends payable

 

 

132

 

 

 

(43

)

 

 

 

 

 

89

 

Senior unsecured notes

 

 

627,914

 

 

 

 

 

 

 

 

 

627,914

 

Capital leases payable

 

 

 

 

 

1,597

 

 

 

 

 

 

1,597

 

Deferred income taxes

 

 

186,922

 

 

 

 

 

 

 

 

 

186,922

 

Deferred compensation payable

 

 

1,869

 

 

 

 

 

 

 

 

 

1,869

 

Total liabilities

 

 

1,141,635

 

 

 

9,205

 

 

 

 

 

 

1,150,840

 

Stockholders’ equity

 

 

141,221

 

 

 

231,555

 

 

 

(231,555

)

 

 

141,221

 

Total liabilities and stockholders’ equity

 

$

1,282,856

 

 

$

240,760

 

 

$

(231,555

)

 

$

1,292,061

 

 

18


CONDENSED CONSOLIDATING BALANCE SHEET

 

 

 

As of December 31, 2016

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

7,683

 

 

$

 

 

$

 

 

$

7,683

 

Receivables, net

 

 

112,758

 

 

 

27,279

 

 

 

 

 

 

140,037

 

Inventories, net

 

 

49,509

 

 

 

4,400

 

 

 

 

 

 

53,909

 

Prepaid expenses and other assets

 

 

7,343

 

 

 

170

 

 

 

 

 

 

7,513

 

Rental equipment, net

 

 

743,759

 

 

 

150,057

 

 

 

 

 

 

893,816

 

Property and equipment, net

 

 

93,866

 

 

 

11,626

 

 

 

 

 

 

105,492

 

Deferred financing costs, net

 

 

1,964

 

 

 

 

 

 

 

 

 

1,964

 

Investment in guarantor subsidiaries

 

 

220,209

 

 

 

 

 

 

(220,209

)

 

 

 

Goodwill

 

 

1,671

 

 

 

29,526

 

 

 

 

 

 

31,197

 

Total assets

 

$

1,238,762

 

 

$

223,058

 

 

$

(220,209

)

 

$

1,241,611

 

Liabilities and Stockholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount due on senior secured credit facility

 

$

162,642

 

 

$

 

 

$

 

 

$

162,642

 

Accounts payable

 

 

36,188

 

 

 

3,244

 

 

 

 

 

 

39,432

 

Manufacturer flooring plans payable

 

 

30,899

 

 

 

(119

)

 

 

 

 

 

30,780

 

Accrued expenses payable and other liabilities

 

 

58,774

 

 

 

(1,941

)

 

 

 

 

 

56,833

 

Dividends payable

 

 

106

 

 

 

(39

)

 

 

 

 

 

67

 

Senior unsecured notes

 

 

627,711

 

 

 

 

 

 

 

 

 

627,711

 

Capital leases payable

 

 

 

 

 

1,704

 

 

 

 

 

 

1,704

 

Deferred income taxes

 

 

177,835

 

 

 

 

 

 

 

 

 

177,835

 

Deferred compensation payable

 

 

1,842

 

 

 

 

 

 

 

 

 

1,842

 

Total liabilities

 

 

1,095,997

 

 

 

2,849

 

 

 

 

 

 

1,098,846

 

Stockholders’ equity

 

 

142,765

 

 

 

220,209

 

 

 

(220,209

)

 

 

142,765

 

Total liabilities and stockholders’ equity

 

$

1,238,762

 

 

$

223,058

 

 

$

(220,209

)

 

$

1,241,611

 

 

 

19


CONDENSED CONSOLIDATING STATEMENT OF INCOME

 

 

 

Three Months Ended June 30, 2017

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

$

96,709

 

 

$

21,661

 

 

$

 

 

$

118,370

 

New equipment sales

 

 

38,819

 

 

 

6,850

 

 

 

 

 

 

45,669

 

Used equipment sales

 

 

19,333

 

 

 

4,773

 

 

 

 

 

 

24,106

 

Parts sales

 

 

23,970

 

 

 

3,999

 

 

 

 

 

 

27,969

 

Services revenues

 

 

13,395

 

 

 

2,549

 

 

 

 

 

 

15,944

 

Other

 

 

14,078

 

 

 

3,227

 

 

 

 

 

 

17,305

 

Total revenues

 

 

206,304

 

 

 

43,059

 

 

 

 

 

 

249,363

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental depreciation

 

 

34,542

 

 

 

7,296

 

 

 

 

 

 

41,838

 

Rental expense

 

 

16,740

 

 

 

3,422

 

 

 

 

 

 

20,162

 

New equipment sales

 

 

34,315

 

 

 

6,135

 

 

 

 

 

 

40,450

 

Used equipment sales

 

 

14,056

 

 

 

2,946

 

 

 

 

 

 

17,002

 

Parts sales

 

 

17,527

 

 

 

2,831

 

 

 

 

 

 

20,358

 

Services revenues

 

 

4,479

 

 

 

853

 

 

 

 

 

 

5,332

 

Other

 

 

13,752

 

 

 

3,129

 

 

 

 

 

 

16,881

 

Total cost of revenues

 

 

135,411

 

 

 

26,612

 

 

 

 

 

 

162,023

 

Gross profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

 

45,427

 

 

 

10,943

 

 

 

 

 

 

56,370

 

New equipment sales

 

 

4,504

 

 

 

715

 

 

 

 

 

 

5,219

 

Used equipment sales

 

 

5,277

 

 

 

1,827

 

 

 

 

 

 

7,104

 

Parts sales

 

 

6,443

 

 

 

1,168

 

 

 

 

 

 

7,611

 

Services revenues

 

 

8,916

 

 

 

1,696

 

 

 

 

 

 

10,612

 

Other

 

 

326

 

 

 

98

 

 

 

 

 

 

424

 

Gross profit

 

 

70,893

 

 

 

16,447

 

 

 

 

 

 

87,340

 

Selling, general and administrative expenses

 

 

52,766

 

 

 

7,041

 

 

 

 

 

 

59,807

 

Equity in earnings of guarantor subsidiaries

 

 

3,769

 

 

 

 

 

 

(3,769

)

 

 

 

Gain on sales of property and equipment, net

 

 

905

 

 

 

230

 

 

 

 

 

 

1,135

 

Income from operations

 

 

22,801

 

 

 

9,636

 

 

 

(3,769

)

 

 

28,668

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(7,407

)

 

 

(5,966

)

 

 

 

 

 

(13,373

)

Other, net

 

 

274

 

 

 

99

 

 

 

 

 

 

373

 

Total other expense, net

 

 

(7,133

)

 

 

(5,867

)

 

 

 

 

 

(13,000

)

Income before income taxes

 

 

15,668

 

 

 

3,769

 

 

 

(3,769

)

 

 

15,668

 

Income tax expense

 

 

5,790

 

 

 

 

 

 

 

 

 

5,790

 

Net income

 

$

9,878

 

 

$

3,769

 

 

$

(3,769

)

 

$

9,878

 

 

20


CONDENSED CONSOLIDATING STATEMENT OF INCOME

 

 

 

Three Months Ended June 30, 2016

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

$

88,592

 

 

$

20,058

 

 

$

 

 

$

108,650

 

New equipment sales

 

 

41,808

 

 

 

8,085

 

 

 

 

 

 

49,893

 

Used equipment sales

 

 

19,821

 

 

 

3,948

 

 

 

 

 

 

23,769

 

Parts sales

 

 

23,295

 

 

 

3,359

 

 

 

 

 

 

26,654

 

Services revenues

 

 

14,468

 

 

 

2,477

 

 

 

 

 

 

16,945

 

Other

 

 

13,121

 

 

 

3,063

 

 

 

 

 

 

16,184

 

Total revenues

 

 

201,105

 

 

 

40,990

 

 

 

 

 

 

242,095

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental depreciation

 

 

32,831

 

 

 

6,844

 

 

 

 

 

 

39,675

 

Rental expense

 

 

14,960

 

 

 

3,061

 

 

 

 

 

 

18,021

 

New equipment sales

 

 

37,273

 

 

 

7,258

 

 

 

 

 

 

44,531

 

Used equipment sales

 

 

14,161

 

 

 

2,714

 

 

 

 

 

 

16,875

 

Parts sales

 

 

16,833

 

 

 

2,380

 

 

 

 

 

 

19,213

 

Services revenues

 

 

5,182

 

 

 

808

 

 

 

 

 

 

5,990

 

Other

 

 

13,106

 

 

 

2,976

 

 

 

 

 

 

16,082

 

Total cost of revenues

 

 

134,346

 

 

 

26,041

 

 

 

 

 

 

160,387

 

Gross profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

 

40,801

 

 

 

10,153

 

 

 

 

 

 

50,954

 

New equipment sales

 

 

4,535

 

 

 

827

 

 

 

 

 

 

5,362

 

Used equipment sales

 

 

5,660

 

 

 

1,234

 

 

 

 

 

 

6,894

 

Parts sales

 

 

6,462

 

 

 

979

 

 

 

 

 

 

7,441

 

Services revenues

 

 

9,286

 

 

 

1,669

 

 

 

 

 

 

10,955

 

Other

 

 

15

 

 

 

87

 

 

 

 

 

 

102

 

Gross profit

 

 

66,759

 

 

 

14,949

 

 

 

 

 

 

81,708

 

Selling, general and administrative expenses

 

 

46,989

 

 

 

10,060

 

 

 

 

 

 

57,049

 

Equity in earnings of guarantor subsidiaries

 

 

2,761

 

 

 

 

 

 

(2,761

)

 

 

 

Gain on sales of property and equipment, net

 

 

636

 

 

 

76

 

 

 

 

 

 

712

 

Income from operations

 

 

23,167

 

 

 

4,965

 

 

 

(2,761

)

 

 

25,371

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(11,084

)

 

 

(2,269

)

 

 

 

 

 

(13,353

)

Other, net

 

 

624

 

 

 

65

 

 

 

 

 

 

689

 

Total other expense, net

 

 

(10,460

)

 

 

(2,204

)

 

 

 

 

 

(12,664

)

Income before income taxes

 

 

12,707

 

 

 

2,761

 

 

 

(2,761

)

 

 

12,707

 

Income tax expense

 

 

5,204

 

 

 

 

 

 

 

 

 

5,204

 

Net income

 

$

7,503

 

 

$

2,761

 

 

$

(2,761

)

 

$

7,503

 

 

21


CONDENSED CONSOLIDATING STATEMENT OF INCOME

 

 

 

Six Months Ended June 30, 2017

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

$

184,992

 

 

$

40,695

 

 

$

 

 

$

225,687

 

New equipment sales

 

 

68,494

 

 

 

11,449

 

 

 

 

 

 

79,943

 

Used equipment sales

 

 

42,474

 

 

 

10,495

 

 

 

 

 

 

52,969

 

Parts sales

 

 

45,701

 

 

 

7,599

 

 

 

 

 

 

53,300

 

Services revenues

 

 

26,090

 

 

 

4,934

 

 

 

 

 

 

31,024

 

Other

 

 

27,240

 

 

 

6,028

 

 

 

 

 

 

33,268

 

Total revenues

 

 

394,991

 

 

 

81,200

 

 

 

 

 

 

476,191

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental depreciation

 

 

68,290

 

 

 

14,451

 

 

 

 

 

 

82,741

 

Rental expense

 

 

31,976

 

 

 

6,560

 

 

 

 

 

 

38,536

 

New equipment sales

 

 

60,685

 

 

 

10,146

 

 

 

 

 

 

70,831

 

Used equipment sales

 

 

30,155

 

 

 

6,708

 

 

 

 

 

 

36,863

 

Parts sales

 

 

33,217

 

 

 

5,354

 

 

 

 

 

 

38,571

 

Services revenues

 

 

8,690

 

 

 

1,641

 

 

 

 

 

 

10,331

 

Other

 

 

27,040

 

 

 

6,266

 

 

 

 

 

 

33,306

 

Total cost of revenues

 

 

260,053

 

 

 

51,126

 

 

 

 

 

 

311,179

 

Gross profit (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

 

84,726

 

 

 

19,684

 

 

 

 

 

 

104,410

 

New equipment sales

 

 

7,809

 

 

 

1,303

 

 

 

 

 

 

9,112

 

Used equipment sales

 

 

12,319

 

 

 

3,787

 

 

 

 

 

 

16,106

 

Parts sales

 

 

12,484

 

 

 

2,245

 

 

 

 

 

 

14,729

 

Services revenues

 

 

17,400

 

 

 

3,293

 

 

 

 

 

 

20,693

 

Other

 

 

200

 

 

 

(238

)

 

 

 

 

 

(38

)

Gross profit

 

 

134,938

 

 

 

30,074

 

 

 

 

 

 

165,012

 

Selling, general and administrative expenses

 

 

103,001

 

 

 

14,124

 

 

 

 

 

 

117,125

 

Equity in earnings of guarantor subsidiaries

 

 

4,981

 

 

 

 

 

 

(4,981

)

 

 

 

Gain on sales of property and equipment, net

 

 

1,629

 

 

 

477

 

 

 

 

 

 

2,106

 

Income from operations

 

 

38,547

 

 

 

16,427

 

 

 

(4,981

)

 

 

49,993

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(14,970

)

 

 

(11,635

)

 

 

 

 

 

(26,605

)

Other, net

 

 

621

 

 

 

189

 

 

 

 

 

 

810

 

Total other expense, net

 

 

(14,349

)

 

 

(11,446

)

 

 

 

 

 

(25,795

)

Income before income taxes

 

 

24,198

 

 

 

4,981

 

 

 

(4,981

)

 

 

24,198

 

Income tax expense

 

 

8,930

 

 

 

 

 

 

 

 

 

8,930

 

Net income

 

$

15,268

 

 

$

4,981

 

 

$

(4,981

)

 

$

15,268

 

 

22


CONDENSED CONSOLIDATING STATEMENT OF INCOME

 

 

 

Six Months Ended June 30, 2016

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

$

174,617

 

 

$

36,871

 

 

$

 

 

$

211,488

 

New equipment sales

 

 

87,340

 

 

 

19,732

 

 

 

 

 

 

107,072

 

Used equipment sales

 

 

42,737

 

 

 

8,606

 

 

 

 

 

 

51,343

 

Parts sales

 

 

47,516

 

 

 

7,107

 

 

 

 

 

 

54,623

 

Services revenues

 

 

28,447

 

 

 

4,799

 

 

 

 

 

 

33,246

 

Other

 

 

25,547

 

 

 

5,786

 

 

 

 

 

 

31,333

 

Total revenues

 

 

406,204

 

 

 

82,901

 

 

 

 

 

 

489,105

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental depreciation

 

 

65,944

 

 

 

13,228

 

 

 

 

 

 

79,172

 

Rental expense

 

 

29,008

 

 

 

5,776

 

 

 

 

 

 

34,784

 

New equipment sales

 

 

77,388

 

 

 

17,617

 

 

 

 

 

 

95,005

 

Used equipment sales

 

 

29,803

 

 

 

5,584

 

 

 

 

 

 

35,387

 

Parts sales

 

 

34,439

 

 

 

5,037

 

 

 

 

 

 

39,476

 

Services revenues

 

 

9,784

 

 

 

1,507

 

 

 

 

 

 

11,291

 

Other

 

 

25,353

 

 

 

5,785

 

 

 

 

 

 

31,138

 

Total cost of revenues

 

 

271,719

 

 

 

54,534

 

 

 

 

 

 

326,253

 

Gross profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

 

79,665

 

 

 

17,867

 

 

 

 

 

 

97,532

 

New equipment sales

 

 

9,952

 

 

 

2,115

 

 

 

 

 

 

12,067

 

Used equipment sales

 

 

12,934

 

 

 

3,022

 

 

 

 

 

 

15,956

 

Parts sales

 

 

13,077

 

 

 

2,070

 

 

 

 

 

 

15,147

 

Services revenues

 

 

18,663

 

 

 

3,292

 

 

 

 

 

 

21,955

 

Other

 

 

194

 

 

 

1

 

 

 

 

 

 

195

 

Gross profit

 

 

134,485

 

 

 

28,367

 

 

 

 

 

 

162,852

 

Selling, general and administrative expenses

 

 

96,591

 

 

 

19,832

 

 

 

 

 

 

116,423

 

Equity in earnings of guarantor subsidiaries

 

 

4,496

 

 

 

 

 

 

(4,496

)

 

 

 

Gain on sales of property and equipment, net

 

 

1,166

 

 

 

208

 

 

 

 

 

 

1,374

 

Income from operations

 

 

43,556

 

 

 

8,743

 

 

 

(4,496

)

 

 

47,803

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(22,386

)

 

 

(4,374

)

 

 

 

 

 

(26,760

)

Other, net

 

 

992

 

 

 

127

 

 

 

 

 

 

1,119

 

Total other expense, net

 

 

(21,394

)

 

 

(4,247

)

 

 

 

 

 

(25,641

)

Income before income taxes

 

 

22,162

 

 

 

4,496

 

 

 

(4,496

)

 

 

22,162

 

Income tax expense

 

 

9,085

 

 

 

 

 

 

 

 

 

9,085

 

Net income

 

$

13,077

 

 

$

4,496

 

 

$

(4,496

)

 

$

13,077

 

 

 

23


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

 

 

 

Six Months Ended June 30, 2017

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

15,268

 

 

$

4,981

 

 

$

(4,981

)

 

$

15,268

 

Adjustments to reconcile net income to net cash provided

   by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization on property and equipment

 

 

10,535

 

 

 

1,580

 

 

 

 

 

 

12,115

 

Depreciation of rental equipment

 

 

68,290

 

 

 

14,451

 

 

 

 

 

 

82,741

 

Amortization of deferred financing costs

 

 

526

 

 

 

 

 

 

 

 

 

526

 

Accretion of note discount, net of premium amortization

 

 

84

 

 

 

 

 

 

 

 

 

84

 

Provision for losses on accounts receivable

 

 

1,484

 

 

 

374

 

 

 

 

 

 

1,858

 

Provision for inventory obsolescence

 

 

71

 

 

 

 

 

 

 

 

 

71

 

Change in deferred income taxes

 

 

9,968

 

 

 

 

 

 

 

 

 

9,968

 

Stock-based compensation expense

 

 

1,894

 

 

 

 

 

 

 

 

 

1,894

 

Gain from sales of property and equipment, net

 

 

(1,629

)

 

 

(477

)

 

 

 

 

 

(2,106

)

Gain from sales of rental equipment, net

 

 

(11,595

)

 

 

(3,754

)

 

 

 

 

 

(15,349

)

Equity in earnings of guarantor subsidiaries

 

 

(4,981

)

 

 

 

 

 

4,981

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables

 

 

(2,027

)

 

 

(1,247

)

 

 

 

 

 

(3,274

)

Inventories

 

 

(36,815

)

 

 

(12,770

)

 

 

 

 

 

(49,585

)

Prepaid expenses and other assets

 

 

(1,860

)

 

 

(51

)

 

 

 

 

 

(1,911

)

Accounts payable

 

 

37,724

 

 

 

3,897

 

 

 

 

 

 

41,621

 

Manufacturer flooring plans payable

 

 

(6,666

)

 

 

1,710

 

 

 

 

 

 

(4,956

)

Accrued expenses payable and other liabilities

 

 

2,855

 

 

 

860

 

 

 

 

 

 

3,715

 

Deferred compensation payable

 

 

27

 

 

 

 

 

 

 

 

 

27

 

Net cash provided by operating activities

 

 

83,153

 

 

 

9,554

 

 

 

 

 

 

92,707

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(10,915

)

 

 

(1,222

)

 

 

 

 

 

(12,137

)

Purchases of rental equipment

 

 

(87,518

)

 

 

(25,428

)

 

 

 

 

 

(112,946

)

Proceeds from sales of property and equipment

 

 

2,548

 

 

 

589

 

 

 

 

 

 

3,137

 

Proceeds from sales of rental equipment

 

 

35,760

 

 

 

10,253

 

 

 

 

 

 

46,013

 

Investment in subsidiaries

 

 

(6,365

)

 

 

 

 

 

6,365

 

 

 

 

Net cash used in investing activities.

 

 

(66,490

)

 

 

(15,808

)

 

 

6,365

 

 

 

(75,933

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings on senior secured credit facility

 

 

484,252

 

 

 

 

 

 

 

 

 

484,252

 

Payments on senior secured credit facility

 

 

(482,042

)

 

 

 

 

 

 

 

 

(482,042

)

Dividends paid

 

 

(19,561

)

 

 

(4

)

 

 

 

 

 

(19,565

)

Payments on capital lease obligations

 

 

 

 

 

(107

)

 

 

 

 

 

(107

)

Capital contributions

 

 

 

 

 

6,365

 

 

 

(6,365

)

 

 

 

Net cash provided by (used in) financing activities

 

 

(17,351

)

 

 

6,254

 

 

 

(6,365

)

 

 

(17,462

)

Net increase (decrease) in cash

 

 

(688

)

 

 

 

 

 

 

 

 

(688

)

Cash, beginning of period

 

 

7,683

 

 

 

 

 

 

 

 

 

7,683

 

Cash, end of period

 

$

6,995

 

 

$

 

 

$

 

 

$

6,995

 

 

24


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

 

 

 

Six Months Ended June 30, 2016

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

13,077

 

 

$

4,496

 

 

$

(4,496

)

 

$

13,077

 

Adjustments to reconcile net income to net cash provided

   by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization on property and equipment

 

 

11,952

 

 

 

1,512

 

 

 

 

 

 

13,464

 

Depreciation of rental equipment

 

 

65,944

 

 

 

13,228

 

 

 

 

 

 

79,172

 

Amortization of deferred financing costs

 

 

526

 

 

 

 

 

 

 

 

 

526

 

Accretion of note discount, net of premium amortization

 

 

83

 

 

 

 

 

 

 

 

 

83

 

Provision for losses on accounts receivable

 

 

1,979

 

 

 

29

 

 

 

 

 

 

2,008

 

Provision for inventory obsolescence

 

 

14

 

 

 

 

 

 

 

 

 

14

 

Change in deferred income taxes

 

 

9,182

 

 

 

 

 

 

 

 

 

9,182

 

Stock-based compensation expense

 

 

1,667

 

 

 

 

 

 

 

 

 

1,667

 

Gain from sales of property and equipment, net

 

 

(1,166

)

 

 

(208

)

 

 

 

 

 

(1,374

)

Gain from sales of rental equipment, net

 

 

(12,481

)

 

 

(2,986

)

 

 

 

 

 

(15,467

)

Equity in earnings of guarantor subsidiaries

 

 

(4,496

)

 

 

 

 

 

4,496

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables

 

 

10,639

 

 

 

(3,529

)

 

 

 

 

 

7,110

 

Inventories

 

 

(38,755

)

 

 

(13,712

)

 

 

 

 

 

(52,467

)

Prepaid expenses and other assets

 

 

547

 

 

 

(58

)

 

 

 

 

 

489

 

Accounts payable

 

 

14,511

 

 

 

7,811

 

 

 

 

 

 

22,322

 

Manufacturer flooring plans payable

 

 

(16,466

)

 

 

 

 

 

 

 

 

(16,466

)

Accrued expenses payable and other liabilities

 

 

3,855

 

 

 

745

 

 

 

 

 

 

4,600

 

Deferred compensation payable

 

 

(363

)

 

 

 

 

 

 

 

 

(363

)

Net cash provided by operating activities

 

 

60,249

 

 

 

7,328

 

 

 

 

 

 

67,577

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(9,903

)

 

 

(1,562

)

 

 

 

 

 

(11,465

)

Purchases of rental equipment

 

 

(44,643

)

 

 

(24,501

)

 

 

 

 

 

(69,144

)

Proceeds from sales of property and equipment

 

 

1,417

 

 

 

266

 

 

 

 

 

 

1,683

 

Proceeds from sales of rental equipment

 

 

36,342

 

 

 

8,159

 

 

 

 

 

 

44,501

 

Investment in subsidiaries

 

 

(10,414

)

 

 

 

 

 

10,414

 

 

 

 

          Net cash used in investing activities.

 

 

(27,201

)

 

 

(17,638

)

 

 

10,414

 

 

 

(34,425

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings on senior secured credit facility

 

 

482,513

 

 

 

 

 

 

 

 

 

482,513

 

Payments on senior secured credit facility

 

 

(492,866

)

 

 

 

 

 

 

 

 

(492,866

)

Dividends paid

 

 

(19,501

)

 

 

(4

)

 

 

 

 

 

(19,505

)

Payments on capital lease obligations

 

 

 

 

 

(100

)

 

 

 

 

 

(100

)

Capital contributions

 

 

 

 

 

10,414

 

 

 

(10,414

)

 

 

 

          Net cash provided by (used in) financing activities

 

 

(29,854

)

 

 

10,310

 

 

 

(10,414

)

 

 

(29,958

)

Net increase in cash

 

 

3,194

 

 

 

 

 

 

 

 

 

3,194

 

Cash, beginning of period

 

 

7,159

 

 

 

 

 

 

 

 

 

7,159

 

Cash, end of period

 

$

10,353

 

 

$

 

 

$

 

 

$

10,353

 

 

 

(11) Subsequent Events

On July 14, 2017, the Company, the Company’s newly-formed, wholly-owned subsidiary Yellow Iron Merger Co. and Neff Corporation (“Neff”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) under which, and upon the terms and subject to the conditions of, the Company will acquire Neff. Under the terms of the Merger Agreement, at the effective time of the merger the Company will pay $21.07 in cash per share of Neff’s Class A common stock (subject to the adjustment described in the subsequent sentence) (the “Merger Consideration”), for a total enterprise value of approximately $1.2 billion, including $690 million of net debt (debt less cash and cash equivalents). The per share merger consideration payable to Neff stockholders is subject to certain downward adjustment, not to exceed $0.44 per share, in the event that the Company incurs certain increased financing costs due to the

25


transaction not being consummated on or prior to January 14, 2018. In addition, each outstanding, unvested stock option and restricted stock unit in respect of Neff’s Class A common stock will be converted into the right to receive Company common stock on substantially similar terms, while each outstanding, vested stock option and restricted stock unit will be entitled to receive an amount in cash based upon the Merger Consideration.  In connection with entering into the Merger Agreement, the Company also entered into a support agreement with Neff’s largest stockholders, Wayzata Opportunities Fund II, L.P. and Wayzata Opportunities Fund Offshore II, L.P. (collectively, “Wayzata”), pursuant to which Wayzata delivered a written consent approving and adopting the Merger Agreement concurrently with the parties execution thereof, as well as exchange and termination agreements with each of Wayzata and the other holders of securities of Neff Holdings, LLC, Neff’s wholly-owned subsidiary, in order to collapse Neff’s holding company structure in advance of the consummation of the proposed merger.

The transaction is expected to close in the late third quarter or early fourth quarter of 2017, and is subject to customary closing conditions including Hart-Scott-Rodino Act clearance, as well as a “go-shop” period in favor of Neff Corporation, which period will expire at 11:59 p.m. on August 20, 2017.

The Company intends to fund the consideration to be paid pursuant to the terms of the Merger Agreement, as well as the fees, commissions and expenses related to the transactions contemplated thereby, through a combination of some or all of the following: 

 

Availability under a new $1.25 billion senior secured asset-based revolving credit facility (the “ABL Facility”);

 

The issuance and sale of up to $575 million (which may be increased to up to $825 million, if the proposed equity offering described below is not consummated in full or at all) of senior unsecured notes of the Company in a private placement (the “Proposed Notes Offering”); and

 

The issuance and sale of up to $250 million of the Company’s common stock in a public offering or private placement (the “Proposed Equity Offering,” and collectively with the ABL Facility and the Proposed Notes Offering, the “Proposed Financing”).

The Company also intends to use a portion of the proceeds of the Proposed Financing to refinance certain existing indebtedness of the Company and Neff, including existing senior secured credit facilities. Subject to market conditions, the Company may seek to refinance its existing 7% senior unsecured notes due 2022 in the aggregate principal amount of $630 million. The Proposed Equity Offering and Proposed Notes Offering are each subject to market and other conditions, and the Proposed Financing is contingent on the satisfaction of certain customary conditions.

In connection with its entry into the Merger Agreement, on July 14, 2017, the Company entered into a Commitment Letter (the “Commitment Letter”) with Wells Fargo Bank, National Association (“Wells Fargo Bank”), WF Investment Holdings, LLC (“WFIH”) and Wells Fargo Securities, LLC (collectively with Wells Fargo Bank and WFIH, “Wells Fargo”), pursuant to which Wells Fargo has committed to provide 100% of the ABL Facility and 100% of the principal amount of a senior unsecured bridge facility (the “Bridge Facility”) in an amount up to $825 million. The Commitment Letter contemplates that the Company will undertake the Proposed Notes Offering and the Proposed Equity Offering, and the commitment under the Bridge Facility will be reduced, on a dollar-for-dollar basis, by the amount of aggregate proceeds, if any, from the Proposed Notes Offering and Proposed Equity Offering. Funding of the financing under the Commitment Letter is contingent on the satisfaction or waiver of certain conditions set forth therein.

The ABL Facility is expected to contain a springing minimum fixed charge coverage ratio covenant and other customary negative and affirmative covenants and representations and warranties. The Bridge Facility is also expected to contain customary affirmative and negative covenants and representations and warranties. The respective obligations of Wells Fargo Bank and WFIH to provide the Credit Facilities are subject to customary conditions, including, without limitation, execution and delivery of definitive documentation consistent with the Commitment Letter and the documentation standards specified therein.

Under certain conditions Wells Fargo has the right to exercise a securities demand which requires the Company to accept an issuance, at then current market terms, of up to $825 million in unsecured debt securities in order to close the transaction.

Wells Fargo or its affiliates from time to time have provided in the past and may provide in the future investment banking, commercial lending and financial advisory services to the Company and its affiliates in the ordinary course of business, and has received, and may in the future receive, customary fees for such transactions and services.

For additional information on the Merger Agreement, please see the Company’s Current Report on Form 8-K filed with the Securities & Exchange Commission on July 14, 2017.

 

 

 

26


ITEM 2. — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion summarizes the financial position of H&E Equipment Services, Inc. and its subsidiaries as of June 30, 2017, and its results of operations for the three and six month periods ended June 30, 2017, and should be read in conjunction with (i) the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and (ii) the audited consolidated financial statements and accompanying notes to our Annual Report on Form 10-K for the year ended December 31, 2016. The following discussion contains, in addition to historical information, forward-looking statements that include risks and uncertainties (see discussion of “Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q). Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those factors set forth under Item 1A – “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2016.

Overview

Background

As one of the largest integrated equipment services companies in the United States focused on heavy construction and industrial equipment, we rent, sell and provide parts and services support for four core categories of specialized equipment: (1) hi-lift or aerial work platform equipment; (2) cranes; (3) earthmoving equipment; and (4) industrial lift trucks. By providing equipment rental, sales, on-site parts, repair and maintenance functions under one roof, we are a one-stop provider for our customers’ varied equipment needs. This full service approach provides us with multiple points of customer contact, enables us to maintain a high quality rental fleet, as well as an effective distribution channel for fleet disposal and provides cross-selling opportunities among our new and used equipment sales, rental, parts sales and services operations.

As of July 20, 2017, we operated 78 full-service facilities throughout the Intermountain, Southwest, Gulf Coast, West Coast, Southeast and Mid-Atlantic regions of the United States. Our work force includes distinct, focused sales forces for our new and used equipment sales and rental operations, highly skilled service technicians, product specialists and regional managers. We focus our sales and rental activities on, and organize our personnel principally by, our four core equipment categories. We believe this allows us to provide specialized equipment knowledge, improve the effectiveness of our rental and sales force and strengthen our customer relationships. In addition, we have branch managers for each location who are responsible for managing their assets and financial results. We believe this fosters accountability in our business and strengthens our local and regional relationships.

Through our predecessor companies, we have been in the equipment services business for approximately 56 years. H&E Equipment Services L.L.C. (“H&E LLC”) was formed in June 2002 through the business combination of Head & Engquist Equipment, LLC (“Head & Engquist”), a wholly-owned subsidiary of Gulf Wide Industries, L.L.C. (“Gulf Wide”), and ICM Equipment Company L.L.C. (“ICM”). Head & Engquist, founded in 1961, and ICM, founded in 1971, were two leading regional, integrated equipment service companies operating in contiguous geographic markets. In the June 2002 transaction, Head & Engquist and ICM were merged with and into Gulf Wide, which was renamed H&E LLC. Prior to the combination, Head & Engquist operated 25 facilities in the Gulf Coast region, and ICM operated 16 facilities in the Intermountain region of the United States.

Prior to our initial public offering in February 2006, our business was conducted through H&E LLC. In connection with our initial public offering, we converted H&E LLC into H&E Equipment Services, Inc. In order to have an operating Delaware corporation as the issuer for our initial public offering, H&E Equipment Services, Inc. was formed as a Delaware corporation and wholly-owned subsidiary of H&E Holdings L.L.C. (“H&E Holdings”), and immediately prior to the closing of our initial public offering, on February 3, 2006, H&E LLC and H&E Holdings merged with and into H&E Equipment Services, Inc., which survived the reincorporation merger as the operating company. Effective February 3, 2006, H&E LLC and H&E Holdings no longer existed under operation of law pursuant to the reincorporation merger.

Critical Accounting Policies

Item 7, included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2016, presents the accounting policies and related estimates that we believe are the most critical to understanding our consolidated financial statements, financial condition, and results of operations and cash flows, and which require complex management judgment and assumptions, or involve uncertainties. There have been no changes to these critical accounting policies and estimates during the six month period ended June 30, 2017. These policies include, among others, revenue recognition, the adequacy of the allowance for doubtful accounts, the propriety of our estimated useful life of rental equipment and property and equipment, the potential impairment of long-lived assets including goodwill and intangible assets, obsolescence reserves on inventory, the allocation of purchase price related to business combinations, reserves for claims, including self-insurance reserves, and deferred income taxes, including the valuation of any related deferred tax assets.

27


Information regarding our other significant accounting policies is included in note 2 to our consolidated financial statements in Item 8 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2016 and in note 2 to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

Business Segments

We have five reportable segments because we derive our revenues from five principal business activities: (1) equipment rentals; (2) new equipment sales; (3) used equipment sales; (4) parts sales; and (5) repair and maintenance services. These segments are based upon how we allocate resources and assess performance. In addition, we also have non-segmented revenues and costs that relate to equipment support activities.

 

Equipment Rentals. Our rental operation primarily rents our four core types of construction and industrial equipment. We have a well-maintained rental fleet and our own dedicated sales force, focused by equipment type. We actively manage the size, quality, age and composition of our rental fleet based on our analysis of key measures such as time utilization (which we analyze as equipment usage based on: (1) a percentage of original equipment cost, and (2) the number of rental equipment units available for rent), rental rate trends and targets, rental equipment dollar utilization and maintenance and repair costs, which we closely monitor. We maintain fleet quality through regional quality control managers and our parts and services operations.

 

New Equipment Sales. Our new equipment sales operation sells new equipment in all of our four core product categories. We have a retail sales force focused by equipment type that is separate from our rental sales force. Manufacturer purchase terms and pricing are managed by our product specialists.

 

Used Equipment Sales. Our used equipment sales are generated primarily from sales of used equipment from our rental fleet, as well as from sales of inventoried equipment that we acquire through trade-ins from our equipment customers and through selective purchases of high quality used equipment. Used equipment is sold by our dedicated retail sales force. Our used equipment sales are an effective way for us to manage the size and composition of our rental fleet and provide a profitable distribution channel for disposal of rental equipment.

 

Parts Sales. Our parts business sells new and used parts for the equipment we sell and also provides parts to our own rental fleet. To a lesser degree, we also sell parts for equipment produced by manufacturers whose products we neither rent nor sell. In order to provide timely parts and services support to our customers as well as our own rental fleet, we maintain an extensive parts inventory.

 

Services. Our services operation provides maintenance and repair services for our customers’ equipment and to our own rental fleet at our facilities as well as at our customers’ locations. As the authorized distributor for numerous equipment manufacturers, we are able to provide service to that equipment that will be covered under the manufacturer’s warranty.

Our non-segmented revenues and costs relate to equipment support activities that we provide, such as transportation, hauling, parts freight and damage waivers, and are not generally allocated to reportable segments.

For additional information about our business segments, see note 9 to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

Revenue Sources

We generate all of our total revenues from our five business segments and our non-segmented equipment support activities. Equipment rentals and new equipment sales account for more than half of our total revenues. For the six month period ended June 30, 2017, approximately 47.4% of our total revenues were attributable to equipment rentals, 16.8% of our total revenues were attributable to new equipment sales, 11.1% were attributable to used equipment sales, 11.2% were attributable to parts sales, 6.5% were attributable to our services revenues and 7.0% were attributable to non-segmented other revenues.

28


The equipment that we sell, rent and service is principally used in the construction industry, as well as by companies for commercial and industrial uses such as plant maintenance and turnarounds, as well as in the petrochemical and energy sectors. As a result, our total revenues are affected by several factors including, but not limited to, the demand for and availability of rental equipment, rental rates and other competitive factors, the demand for new and used equipment, the level of construction and industrial activities, spending levels by our customers, adverse weather conditions and general economic conditions. For a discussion of the impact of seasonality on our revenues, see “Seasonality” below.

Equipment Rentals. Our rental operation primarily rents our four core types of construction and industrial equipment. We have a well-maintained rental fleet and our own dedicated sales force, focused by equipment type. We actively manage the size, quality, age and composition of our rental fleet based on our analysis of key measures such as time utilization (which we analyze as equipment usage based on: (1) a percentage of original equipment cost, and (2) the number of rental equipment units available for rent), rental rate trends and targets, rental equipment dollar utilization and maintenance and repair costs, which we closely monitor. We maintain fleet quality through regional quality control managers and our parts and services operations. We recognize revenue from equipment rentals in the period earned on a straight-line basis, over the contract term, regardless of the timing of the billing to customers.

New Equipment Sales. We seek to optimize revenues from new equipment sales by selling equipment through a professional in-house retail sales force focused by product type. While sales of new equipment are impacted by the availability of equipment from the manufacturer, we believe our status as a leading distributor for some of our key suppliers improves our ability to obtain equipment. New equipment sales are an important component of our integrated model due to customer interaction and service contact and new equipment sales also lead to future parts and services revenues. We recognize revenue from the sale of new equipment at the time of delivery to, or pick-up by, the customer and when all obligations under the sales contract have been fulfilled and collectibility is reasonably assured.

Used Equipment Sales. We generate the majority of our used equipment sales revenues by selling equipment from our rental fleet. The remainder of our used equipment sales revenues comes from the sale of inventoried equipment that we acquire through trade-ins from our equipment customers and selective purchases of high‑quality used equipment. Our policy is not to offer specified price trade‑in arrangements on equipment for sale. Sales of our rental fleet equipment allow us to manage the size, quality, composition and age of our rental fleet, and provide us with a profitable distribution channel for the disposal of rental equipment. We recognize revenue for the sale of used equipment at the time of delivery to, or pick-up by, the customer and when all obligations under the sales contract have been fulfilled and collectibility is reasonably assured.

Parts Sales. We generate revenues from the sale of new and used parts for equipment that we rent or sell, as well as for other makes of equipment. Our product support sales representatives are instrumental in generating our parts revenues. They are product specialists and receive performance incentives for achieving certain sales levels. Most of our parts sales come from our extensive in-house parts inventory. Our parts sales provide us with a relatively stable revenue stream that is generally less sensitive to the economic cycles that tend to affect our rental and equipment sales operations. We recognize revenues from parts sales at the time of delivery to, or pick-up by, the customer and when all obligations under the sales contract have been fulfilled and collectibility is reasonably assured.

Services. We derive our services revenues from maintenance and repair services to customers for their owned equipment. In addition to repair and maintenance on an as-needed or scheduled basis, we also provide ongoing preventative maintenance services to industrial customers.  Our after‑market service provides a high-margin, relatively stable source of revenue through changing economic cycles. We recognize services revenues at the time services are rendered and collectibility is reasonably assured.

Our non-segmented other revenues relate to equipment support activities that we provide, such as transportation, hauling, parts freight and damage waivers, and are not generally allocated to reportable segments. We recognize non-segmented other revenues at the time of billing and after the related services have been provided.

Principal Costs and Expenses

Our largest expenses are the costs to purchase the new equipment we sell, the costs associated with the used equipment we sell, rental expenses, rental depreciation and costs associated with parts sales and services, all of which are included in cost of revenues. For the six month period ended June 30, 2017, our total cost of revenues was $311.2 million. Our operating expenses consist principally of selling, general and administrative expenses. For the six month period ended June 30, 2017, our selling, general and administrative expenses were $117.1 million. In addition, we have interest expense related to our debt instruments. Operating expenses and all other income and expense items below the gross profit line of our consolidated statements of income are not generally allocated to our reportable segments.

We are also subject to federal and state income taxes. Future income tax examinations by state and federal agencies could result in additional income tax expense based on probable outcomes of such matters.

29


Cost of Revenues:

Rental Depreciation. Depreciation of rental equipment represents the depreciation costs attributable to rental equipment. Estimated useful lives vary based upon type of equipment. Generally, we depreciate cranes and aerial work platforms over a ten year estimated useful life, earthmoving over a five year estimated useful life with a 25% salvage value, and industrial lift trucks over a seven year estimated useful life. Attachments and other smaller type equipment are depreciated over a three year estimated useful life. We periodically evaluate the appropriateness of remaining depreciable lives assigned to rental equipment.

Rental Expense. Rental expense represents the costs associated with rental equipment, including, among other things, the cost of servicing and maintaining our rental equipment, property taxes on our fleet and other miscellaneous costs of rental equipment.

New Equipment Sales. Cost of new equipment sold primarily consists of the equipment cost of the new equipment that is sold, net of any amount of credit given to the customer towards the equipment for trade-ins.

Used Equipment Sales. Cost of used equipment sold consists of the net book value of rental equipment for used equipment sold from our rental fleet, the equipment costs for used equipment we purchase for sale or the trade-in value of used equipment that we obtain from customers in equipment sales transactions.

Parts Sales. Cost of parts sales represents costs attributable to the sale of parts directly to customers.

Services Support. Cost of services revenues represents costs attributable to service provided for the maintenance and repair of customer-owned equipment and equipment then on-rent by customers.

Non-Segmented Other. These expenses include costs associated with providing transportation, hauling, parts freight, and damage waiver including, among other items, drivers’ wages, fuel costs, shipping costs, and our costs related to damage waiver policies.

Selling, General and Administrative Expenses:

Our selling, general and administrative (“SG&A”) expenses include sales and marketing expenses, payroll and related benefit costs, insurance expenses, legal and professional fees, rent and other occupancy costs, property and other taxes, administrative overhead, depreciation associated with property and equipment (other than rental equipment) and amortization expense associated with capital leases and software. These expenses are not generally allocated to our reportable segments.

Interest Expense:

Interest expense for the periods presented represents the interest on our outstanding debt instruments, including aggregate amounts outstanding under our revolving senior secured credit facility (the “Credit Facility”), senior unsecured notes due 2022 (the “Senior Notes”) and our capital lease obligations. Interest expense also includes interest on our outstanding manufacturer flooring plans payable which are used to finance inventory and rental equipment purchases. Non-cash interest expense related to the amortization cost of deferred financing costs and accretion (amortization) of debt discount (premium) are also included in interest expense.

Principal Cash Flows

We generate cash primarily from our operating activities and, historically, we have used cash flows from operating activities, manufacturer floor plan financings and available borrowings under the Credit Facility as the primary sources of funds to purchase inventory and to fund working capital and capital expenditures, growth and expansion opportunities (see also “Liquidity and Capital Resources” below). Our management of our working capital is closely tied to operating cash flows, as working capital can be significantly impacted by, among other things, our accounts receivable activities, the level of new and used equipment inventories, which may increase or decrease in response to current and expected demand, and the size and timing of our trade accounts payable payment cycles.

30


Rental Fleet

A substantial portion of our overall value is in our rental fleet equipment. The net book value of our rental equipment at June 30, 2017 was $902.4 million, or approximately 69.8% of our total assets. Our rental fleet as of June 30, 2017 consisted of 29,874 units having an original acquisition cost (which we define as the cost originally paid to manufacturers or the original amount financed under operating leases) of approximately $1.4 billion. As of June 30, 2017, our rental fleet composition was as follows (dollars in millions):

 

 

 

Units

 

 

% of

Total

Units

 

 

Original

Acquisition

Cost

 

 

% of

Original

Acquisition

Cost

 

 

Average

Age in

Months

 

Hi-Lift or Aerial Work Platforms

 

 

20,476

 

 

 

68.5

%

 

$

877.6

 

 

 

64.1

%

 

 

36.6

 

Cranes

 

 

310

 

 

 

1.0

%

 

 

108.8

 

 

 

8.0

%

 

 

49.7

 

Earthmoving

 

 

3,242

 

 

 

10.9

%

 

 

282.3

 

 

 

20.6

%

 

 

23.8

 

Industrial Lift Trucks

 

 

897

 

 

 

3.0

%

 

 

29.8

 

 

 

2.2

%

 

 

28.7

 

Other

 

 

4,949

 

 

 

16.6

%

 

 

70.5

 

 

 

5.1

%

 

 

29.0

 

Total

 

 

29,874

 

 

 

100.0

%

 

$

1,368.9

 

 

 

100.0

%

 

 

33.8

 

 

Determining the optimal age and mix for our rental fleet equipment is subjective and requires considerable estimates and judgments by management. We constantly evaluate the mix, age and quality of the equipment in our rental fleet in response to current economic and market conditions, competition and customer demand. The mix and age of our rental fleet, as well as our cash flows, are impacted by sales of equipment from the rental fleet, which are influenced by used equipment pricing at the retail and secondary auction market levels, and the capital expenditures to acquire new rental fleet equipment. In making equipment acquisition decisions, we evaluate current economic and market conditions, competition, manufacturers’ availability, pricing and return on investment over the estimated useful life of the specific equipment, among other things. As a result of our in-house service capabilities and extensive maintenance program, we believe our rental fleet is well-maintained.

The original acquisition cost of our gross rental fleet increased by approximately $35.3 million, or 2.6%, for the six month period ended June 30, 2017. The average age of our rental fleet equipment increased by approximately 0.8 months for the six month period ended June 30, 2017.

Our average rental rates for the six month period ended June 30, 2017 were approximately 0.1% lower than in the six month period ended June 30, 2016 (see further discussion on rental rates in “Results of Operations” below) and approximately 0.3% higher than in the three month period ended March 31, 2017. Average rental rates for the three month period ended June 30, 2017 were 0.3% higher than in the three month period ended June 30, 2016.

The rental equipment mix among our four core product lines for the six month period ended June 30, 2017 was largely consistent with that of the prior year comparable period as a percentage of total units available for rent and as a percentage of original acquisition cost.

Principal External Factors that Affect our Businesses

We are subject to a number of external factors that may adversely affect our businesses. These factors, and other factors, are discussed below and under the heading “Forward‑Looking Statements,” and in Item 1A—Risk Factors in this Annual Report on Form 10‑K for the year ended December 31, 2016.

 

Economic downturns. The demand for our products is dependent on the general economy, the stability of the global credit markets, the industries in which our customers operate or serve and other factors. Downturns in the general economy or in the construction and manufacturing industries, as well as adverse credit market conditions, can cause demand for our products to materially decrease.

 

Spending levels by customers. Rentals and sales of equipment to the construction industry and to industrial companies constitute a significant portion of our total revenues. As a result, we depend upon customers in these businesses and their ability and willingness to make capital expenditures to rent or buy specialized equipment. Accordingly, our business is impacted by fluctuations in customers’ spending levels on capital expenditures and by the availability of credit to those customers.

 

Adverse weather. Adverse weather in a geographic region in which we operate may depress demand for equipment in that region. Our equipment is primarily used outdoors and, as a result, prolonged adverse weather conditions may prohibit our customers from continuing their work projects. Adverse weather also has a seasonal impact in parts of our Intermountain region, particularly in the winter months.

31


 

Regional and Industry-Specific Activity and Trends. Expenditures by our customers may be impacted by the overall level of construction activity in the markets and regions in which they operate, the price of oil and other commodities and other general economic trends impacting the industries in which our customers and end users operate. As our customers adjust their activity and spending levels in response to these external factors, our rentals and sales of equipment to those customers will be impacted. For example, high levels of industrial activity in our Gulf Coast and Intermountain regions have been a meaningful driver of growth in our revenues in recent years. However, the decline in oil and natural gas prices that began in the second half of 2014, and uncertainty regarding future price levels, has caused, and may continue to cause, some of our customers in those markets to adjust their activity and spending levels during recent years and continuing into 2017.

We believe that our integrated business tempers the effects of downturns in a particular segment. For a discussion of seasonality, see “Seasonality” on page 40 of this Quarterly Report on Form 10-Q.

Results of Operations

The tables included in the period-to-period comparisons below provide summaries of our revenues and gross profits for our business segments and non-segmented revenues for the three and six months ended June 30, 2017 and 2016. The period-to-period comparisons of our financial results are not necessarily indicative of future results.

Three Months Ended June 30, 2017 Compared to the Three Months Ended June 30, 2016

Revenues.

 

 

 

Three Months Ended

 

 

Total

 

 

Total

 

 

 

June 30,

 

 

Dollar

 

 

Percentage

 

 

 

2017

 

 

2016

 

 

Increase (Decrease)

 

 

Increase (Decrease)

 

 

 

(in thousands, except percentages)

 

Segment Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

$

118,370

 

 

$

108,650

 

 

$

9,720

 

 

 

8.9

%

New equipment sales

 

 

45,669

 

 

 

49,893

 

 

 

(4,224

)

 

 

(8.5

)%

Used equipment sales

 

 

24,106

 

 

 

23,769

 

 

 

337

 

 

 

1.4

%

Parts sales

 

 

27,969

 

 

 

26,654

 

 

 

1,315

 

 

 

4.9

%

Services revenues

 

 

15,944

 

 

 

16,945

 

 

 

(1,001

)

 

 

(5.9

)%

Non-Segmented revenues

 

 

17,305

 

 

 

16,184

 

 

 

1,121

 

 

 

6.9

%

Total revenues

 

$

249,363

 

 

$

242,095

 

 

$

7,268

 

 

 

3.0

%

 

Total Revenues. Our total revenues were $249.4 million for the three month period ended June 30, 2017 compared to $242.1 million for the three month period ended June 30, 2016, an increase of $7.3 million, or 3.0%. Revenues for all reportable segments and non-segmented other revenues are further discussed below.

Equipment Rental Revenues. Our revenues from equipment rentals for the three month period ended June 30, 2017 increased $9.7 million to $118.4 million from $108.7 million in the three month period ended June 30, 2016. Rental revenues from aerial work platform equipment increased $7.6 million, while rental revenues from earthmoving equipment and other equipment increased $2.9 million and approximately $0.9 million, respectively. These rental revenues increases were partially offset by a $1.6 million decrease in crane rental revenues and a $0.1 million decrease in lift truck rental revenues. Our average rental rates for the three month period ended June 30, 2017 increased 0.3% compared to the same three month period last year and increased approximately 0.3% from the three month period ended March 31, 2017.

Rental equipment dollar utilization (annual rental revenues divided by the average original rental fleet equipment costs) for the three month period ended June 30, 2017 was 34.9% compared to 33.9% in the three month period ended June 30, 2016, an increase of 1.0%. The increase in comparative rental equipment dollar utilization was the result of an increase in rental equipment time utilization combined with a 0.3% increase in average rental rates, largely reflective of increased rental equipment demand. Rental equipment time utilization as a percentage of original equipment cost was approximately 72.2% for the three month period ended June 30, 2017 compared to 70.1% in the three month period ended June 30, 2016, an increase of 2.1%. Our rental equipment time utilization based on the number of rental equipment units available for rent was 69.9% for the three month period ended June 30, 2017, compared to approximately 67.5% in the same period last year, an increase of 2.4%.

32


New Equipment Sales Revenues. Our new equipment sales for the three month period ended June 30, 2017 decreased $4.2 million, or 8.5%, to $45.7 million from $49.9 million for the three month period ended June 30, 2016. New earthmoving equipment sales decreased $8.5 million primarily as a result of certain manufacturer incentives in the comparable 2016 period, while lift truck new equipment sales and aerial work platform equipment new equipment sales decreased $0.9 million and approximately $0.7 million, respectively. These new equipment sales decreases were partially offset by a $3.8 million increase in new crane sales and a $2.1 million increase in new other equipment sales compared to the prior year period.

Used Equipment Sales Revenues. Our used equipment sales increased $0.3 million, or 1.4%, to $24.1 million for the three month period ended June 30, 2017, from $23.8 million for the same three month period in 2016. Sales of used aerial work platform equipment increased $0.5 million, while sales of used lift trucks and used other equipment increased $0.3 million and $0.1 million, respectively. Sales of used cranes decreased $0.6 million compared to the prior year period.

Parts Sales Revenues. Our parts sales for the three month period ended June 30, 2017 increased $1.3 million, or 4.9%, to approximately $28.0 million from $26.7 million for the same three month period last year. The increase in parts sales revenues was driven primarily by higher crane parts and earthmoving parts sales revenues.

Services Revenues. Our services revenues for the three month period ended June 30, 2017 decreased $1.0 million, or 5.9%, to $15.9 million from $16.9 million for the same three month period last year. The decrease in services revenues was due primarily to decreases in services revenues related to cranes and other equipment.

Non-Segmented Other Revenues. Our non-segmented other revenues consisted primarily of equipment support activities including transportation, hauling, parts freight and damage waiver charges. For the three month period ended June 30, 2017, our other revenues were approximately $17.3 million, an increase of $1.1 million, or 6.9%, from $16.2 million in the same three month period in 2016. The increase in these revenues was primarily driven by higher hauling revenues and damage waiver income.

Gross Profit.

 

 

 

Three Months Ended

 

 

Total

 

 

Total

 

 

 

June 30,

 

 

Dollar

 

 

Percentage

 

 

 

2017

 

 

2016

 

 

Increase

(Decrease)

 

 

Increase

(Decrease)

 

 

 

(in thousands, except percentages)

 

Segment Gross Profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

$

56,370

 

 

$

50,954

 

 

$

5,416

 

 

 

10.6

%

New equipment sales

 

 

5,219

 

 

 

5,362

 

 

 

(143

)

 

 

(2.7

)%

Used equipment sales

 

 

7,104

 

 

 

6,894

 

 

 

210

 

 

 

3.0

%

Parts sales

 

 

7,611

 

 

 

7,441

 

 

 

170

 

 

 

2.3

%

Services revenues

 

 

10,612

 

 

 

10,955

 

 

 

(343

)

 

 

(3.1

)%

Non-Segmented revenues gross profit

 

 

424

 

 

 

102

 

 

 

322

 

 

 

315.7

%

Total gross profit

 

$

87,340

 

 

$

81,708

 

 

$

5,632

 

 

 

6.9

%

 

Total Gross Profit. Our total gross profit was $87.3 million for the three month period ended June 30, 2017 compared to $81.7 million for the same three month period in 2016, an increase of $5.6 million, or 6.9%. Total gross profit margin for the three month period ended June 30, 2016 was approximately 35.0%, an increase of approximately 1.2% from the 33.8% gross profit margin for the same three month period in 2016. Gross profit and gross margin for all reportable segments and non-segmented other revenues are further described below:

Equipment Rentals Gross Profit. Our gross profit from equipment rentals for the three month period ended June 30, 2017 increased $5.4 million, or 10.6%, to approximately $56.4 million from $51.0 million in the same three month period in 2016. The increase in equipment rentals gross profit was the net result of a $9.7 million increase in equipment rental revenues, partially offset by a $2.2 million increase in rental equipment depreciation expense and a $2.1 million increase in rental expenses. Gross profit margin on equipment rentals for the three month period ended June 30, 2017 was approximately 47.6% compared to 46.9% for the same period in 2016, an increase of 0.7%. Depreciation expense was 35.3% of equipment rental revenues for the three month period ended June 30, 2017 compared to 36.5% for the same period in 2016, a decrease of 1.2%, primarily as a result of rental fleet mix. As a percentage of equipment rental revenues, rental expenses were 17.0% for the three month period ended June 30, 2017 compared to 16.6% for the same period last year, an increase of 0.4%, resulting primarily from higher repair costs on rental equipment in the current year period.

New Equipment Sales Gross Profit. Our new equipment sales gross profit for the three month period ended June 30, 2017 decreased approximately $0.2 million, or 2.7%, to $5.2 million compared to approximately $5.4 million for the same three month

33


period in 2016 on a total new equipment sales decrease of $4.2 million. Gross profit margin on new equipment sales was 11.4% for the three month period ended June 30, 2017 compared to 10.7% for the same three month period in 2016, an increase of 0.7%, primarily driven by the mix of new equipment sold and higher margins on new crane sales.

Used Equipment Sales Gross Profit. Our used equipment sales gross profit for the three month period ended June 30, 2017 increased $0.2 million, or 3.0%, to $7.1 million from $6.9 million in the same period in 2016 on a used equipment sales increase of $0.3 million. Gross profit margin on used equipment sales for the three month period ended June 30, 2017 was 29.5%, up 0.5% from 29.0% for the same three month period in 2016, primarily as a result of the mix of used equipment sold. Our used equipment sales from the rental fleet, which comprised approximately 88.0% and 85.4% of our used equipment sales for the three month periods ended June 30, 2017 and 2016, respectively, were approximately 146.7%  and 148.0% of net book value for the three month periods ended June 30, 2017 and 2016, respectively.

Parts Sales Gross Profit. For the three month period ended June 30, 2017, our parts sales gross profit increased $0.2 million, or 2.3%, to $7.6 million from $7.4 million for the same three month period in 2016 on a $1.3 million increase in parts sales revenues. Gross profit margin for the three month period ended June 30, 2017 was 27.2%, a decrease of approximately 0.7% from 27.9% in the same three month period in 2016, resulting from the mix of parts sold.

Services Revenues Gross Profit. For the three month period ended June 30, 2017, our services revenues gross profit decreased approximately $0.3 million, or 3.1%, to approximately $10.6 million from $10.9 million for the same three month period in 2016 on a $1.0 million decrease in services revenues. Gross profit margin for the three month period ended June 30, 2017 was approximately 66.7%, an increase of 2.0% from 64.7% in the same three month period in 2016, as a result of services revenues mix.

Non-Segmented Other Revenues Gross Profit. Our non-segmented other revenues gross profit increased $0.3 million, or 315.7%, to $0.4 million for the three month period ended June 30, 2017 compared to a gross profit of $0.1 million for the same period in 2016 on a $1.1 million increase in non-segmented other revenues. Gross margin for the three month period ended June 30, 2017 was 2.4% compared to a gross margin of 0.6% in the same three month period last year, an increase of 1.8%, primarily reflective of improved margins on hauling revenues in the current period.

Selling, General and Administrative Expenses (“SG&A”). SG&A expenses increased $2.8 million, or approximately 4.8%, to $59.8 million for the three month period ended June 30, 2017 compared to $57.0 million for the three month period ended June 30, 2016. The net increase in SG&A expenses was attributable to several factors, principal among which was $2.2 million of merger and acquisition transaction costs related to our proposed merger with Neff Corporation (see note 11 to the condensed consolidated financial statements in the Quarterly Report on Form 10-Q for further information) incurred in the three month period ended June 30, 2017, recognized pursuant to Accounting Standards Codification 805, Business Combinations, which requires certain acquisition-related costs to be expensed when incurred. Net of these transaction costs, legal and other professional services decreased $0.5 million. Employee salaries, wages, payroll taxes and related employee benefit expenses increased approximately $1.5 million and other employee costs for employee education and travel increased $0.3 million. Facility expenses increased $0.3 million. Depreciation and amortization expense decreased $1.0 million, largely as a result of lower software amortization expense.  Of the $2.8 million increase in SG&A expenses, approximately $0.8 million was attributable to branches opened since April 1, 2016 with less than three full months of comparable operations in the second quarters of 2016 and 2017. As a percentage of total revenues, SG&A expenses were 24.0% for the three month period ended June 30, 2017, an increase of 0.4% from 23.6% for the same three month period in 2016, primarily as a result of the cost increases noted above.

Other Income (Expense). For the three month period ended June 30, 2017, our net other expenses increased approximately $0.3 million to $13.0 million compared to $12.7 million for the same three month period in 2016.  Interest expense was approximately $13.4 million for each of the three month periods ended June 30, 2017 and 2016. Miscellaneous other income was approximately $0.4 million in the three month period ended June 30, 2017 compared to $0.7 million in the same period last year, a decrease of $0.3 million.

Income Taxes. We recorded income tax expense of $5.8 million for the three month period ended June 30, 2017 compared to income tax expense of $5.2 million for the three month period ended June 30, 2016. Our effective income tax rate was approximately 37.0% for the three month period ended June 30, 2017 compared to 41.0% for the same three month period last year, a decrease of 4.0%.  The decrease in our effective tax rate is primarily due to an increase in favorable permanent differences and lower state income taxes. Based on available evidence, both positive and negative, we believe it is more likely than not that our deferred tax assets at June 30, 2017 are fully realizable through future reversals of existing taxable temporary differences and future taxable income, and are not subject to any limitations.

34


Six Months Ended June 30, 2017 Compared to the Six Months Ended June 30, 2016

Revenues.

 

 

 

Six Months Ended

 

 

Total

 

 

Total

 

 

 

June 30,

 

 

Dollar

 

 

Percentage

 

 

 

2017

 

 

2016

 

 

Increase (Decrease)

 

 

Increase (Decrease)

 

 

 

(in thousands, except percentages)

 

Segment Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

$

225,687

 

 

$

211,488

 

 

$

14,199

 

 

 

6.7

%

New equipment sales

 

 

79,943

 

 

 

107,072

 

 

 

(27,129

)

 

 

(25.3

)%

Used equipment sales

 

 

52,969

 

 

 

51,343

 

 

 

1,626

 

 

 

3.2

%

Parts sales

 

 

53,300

 

 

 

54,623

 

 

 

(1,323

)

 

 

(2.4

)%

Services revenues

 

 

31,024

 

 

 

33,246

 

 

 

(2,222

)

 

 

(6.7

)%

Non-Segmented revenues

 

 

33,268

 

 

 

31,333

 

 

 

1,935

 

 

 

6.2

%

Total revenues

 

$

476,191

 

 

$

489,105

 

 

$

(12,914

)

 

 

(2.6

)%

 

Total Revenues. Our total revenues were $476.2 million for the six month period ended June 30, 2017 compared to approximately $489.1 million for the six month period ended June 30, 2016, a decrease of $12.9 million, or 2.6%. Revenues for all reportable segments are further discussed below.

Equipment Rental Revenues. Our revenues from equipment rentals for the six month period ended June 30, 2017 increased $14.2 million, or 6.7%, to $225.7 million from $211.5 million in the six month period ended June 30, 2016. Rental revenues from aerial work platform equipment increased $12.3 million and earthmoving equipment rental revenues increased $4.4 million. Other equipment rental revenues increased $0.3 million. Partially offsetting these rental revenue increases were a $2.7 million decrease in crane rental revenues and a $0.1 million decrease in lift truck rental revenues. Our average rental rates for the six month period ended June 30, 2017 decreased approximately 0.1% compared to the same six month period last year.

Rental equipment dollar utilization (annual rental revenues divided by the average original rental fleet equipment costs) for the six month period ended June 30, 2017 was 33.7% compared to 33.1% in the six month period ended June 30, 2016, an increase of 0.6%. The increase in comparative rental equipment dollar utilization was the net result of an increase in rental equipment time utilization and a slight 0.1% decline in average rental rates. Rental equipment time utilization as a percentage of original equipment cost was 70.4% for the six month period ended June 30, 2016 compared to approximately 68.2% in the same six month period a year ago, an increase of 2.2%. The increase in equipment rental time utilization based on original equipment cost is largely reflective of increased demand for rental equipment combined with the prior year first quarter negative impact on earthmoving equipment rental activity from heavy rains and associated flooding in our Louisiana, Texas and Arkansas markets. Rental equipment time utilization based on the number of rental equipment units available for rent was 68.0% for the six month period ended June 30, 2017, compared to approximately 66.1% in the same period last year, an increase of 1.9%.

New Equipment Sales Revenues. Our new equipment sales for the six month period ended June 30, 2017 decreased approximately $27.1 million, or 25.3%, to $79.9 million from $107.1 million for the six month period ended June 30, 2016, largely driven by a $16.1 million decrease in new earthmoving equipment sales and a $13.6 million decrease in new crane sales. The decrease in new earthmoving equipment sales is largely a result of higher earthmoving equipment sales in the prior year period resulting from certain manufacturer incentives. The decrease in new crane sales is due primarily to decreased demand for new cranes among the Company’s customers operating in the oil and gas-centric markets that the Company serves. Sales of new lift trucks decreased $0.7 million. Partially offsetting these new equipment sales decreases were a $3.0 million increase in sales of new other equipment and a $0.1 million increase in sales of new aerial work platform equipment.

Used Equipment Sales Revenues. Our used equipment sales increased approximately $1.6 million, or 3.2%, to $53.0 million for the six month period ended June 30, 2017 from approximately $51.3 million for the same six month period in 2016. Sales of used earthmoving equipment increased $3.2 million, while sales of used lift trucks and used cranes increased $0.6 million and $0.4 million, respectively. Partially offsetting these used equipment sales increases was a $2.6 million decrease in used aerial work platform equipment sales.

Parts Sales Revenues. Our parts sales decreased $1.3 million, or 2.4%, to $53.3 million for the six month period ended June 30, 2017 from $54.6 million for the same six month period in 2016.  The decrease in parts revenues was driven primarily by lower crane parts sales revenues.

35


Services Revenues. Our services revenues for the six month period ended June 30, 2017 decreased $2.2 million, or 6.7%, to $31.0 million from $33.2 million for the same six month period last year. The decrease in services revenues was due to lower crane services revenues and lower other equipment services revenues.

Non-Segmented Other Revenues. Our non-segmented other revenues consisted primarily of equipment support activities including transportation, hauling, parts freight and damage waiver charges. For the six month period ended June 30, 2017, our other revenues were $33.3 million, an increase of approximately $1.9 million, or 6.2%, from $31.3 million in the same six month period in 2016. The increase was primarily due to an increase in hauling revenues and damage waiver income associated with our equipment rental activity.

Gross Profit.

 

 

 

Six Months Ended

 

 

Total

 

 

Total

 

 

 

June 30,

 

 

Dollar

 

 

Percentage

 

 

 

2017

 

 

2016

 

 

Increase

(Decrease)

 

 

Increase

(Decrease)

 

 

 

(in thousands, except percentages)

 

Segment Gross Profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

$

104,410

 

 

$

97,532

 

 

$

6,878

 

 

 

7.1

%

New equipment sales

 

 

9,112

 

 

 

12,067

 

 

 

(2,955

)

 

 

(24.5

)%

Used equipment sales

 

 

16,106

 

 

 

15,956

 

 

 

150

 

 

 

0.9

%

Parts sales

 

 

14,729

 

 

 

15,147

 

 

 

(418

)

 

 

(2.8

)%

Services revenues

 

 

20,693

 

 

 

21,955

 

 

 

(1,262

)

 

 

(5.7

)%

Non-Segmented revenues gross profit (loss)

 

 

(38

)

 

 

195

 

 

 

(233

)

 

 

(119.5

)%

Total gross profit

 

$

165,012

 

 

$

162,852

 

 

$

2,160

 

 

 

1.3

%

 

Total Gross Profit. Our total gross profit was approximately $165.0 million for the six month period ended June 30, 2017 compared to approximately $162.8 million for the same six month period in 2016, an increase of approximately $2.2 million, or 1.3%. Total gross profit margin for the six month period ended June 30, 2017 was 34.7%, an increase of 1.4% from the 33.3% gross profit margin for the same six month period in 2016. Gross profit and gross margin for all reportable segments and non-segmented other revenues are further described below:

Equipment Rentals Gross Profit. Our gross profit from equipment rentals for the six month period ended June 30, 2017 increased $6.9 million, or 7.1%, to $104.4 million from $97.5 million in the same six month period in 2016. The increase in equipment rentals gross profit was the net result of a $14.2 million increase in rental revenues for the six month period ended June 30, 2017 and a $3.8 million increase in rental expenses and a $3.6 million increase in rental equipment depreciation expense. The increase in rental expenses is primarily due to higher repair costs and increased property taxes resulting from a larger rental fleet size. The increase in rental equipment depreciation expense is largely due also to a larger rental fleet size. Gross profit margin on equipment rentals for the six month period ended June 30, 2017 was approximately 46.3% compared to 46.1% for the same period in 2016, an increase of 0.2%. Depreciation expense was 36.7% of equipment rental revenues for the six month period ended June 30, 2017 compared to 37.4% for the same period in 2016, a decrease of 0.7%.  As a percentage of equipment rental revenues, rental expenses were approximately 17.1% for the six month period ended June 30, 2017 compared to 16.4% for the same period last year, an increase of 0.7%.  

New Equipment Sales Gross Profit. Our new equipment sales gross profit for the six month period ended June 30, 2017 decreased $3.0 million, or 24.5%, to $9.1 million compared to approximately $12.1 million for the same six month period in 2016 on a total new equipment sales decrease of $27.1 million. Gross profit margin on new equipment sales for the six month period ended June 30, 2017 was 11.4%, an increase of 0.1% from 11.3% in the same six month period in 2016.

Used Equipment Sales Gross Profit. Our used equipment sales gross profit for the six month period ended June 30, 2017 increased approximately $0.1 million, or 0.9%, to approximately $16.1 million from $16.0 million in the same period in 2016 on a used equipment sales increase of $1.6 million. Gross profit margin on used equipment sales for the six month period ended June 30, 2017 was 30.4%, down 0.7% from 31.1% for the same six month period in 2016, primarily as a result of the mix of used equipment sold and lower used aerial work platform equipment margins. Our used equipment sales from the rental fleet, which comprised approximately 86.9% and 86.7% of our used equipment sales for the six month periods ended June 30, 2017 and 2016, respectively, were approximately 150.1%  and 153.3% of net book value for the six month periods ended June 30, 2017 and 2016, respectively.

Parts Sales Gross Profit. For the six month period ended June 30, 2017, our parts sales revenue gross profit decreased $0.4 million, or 2.8%, to $14.7 million from $15.1 million during the same six month period in 2016 on a $1.3 million decrease in parts sales

36


revenues. Gross profit margin for the six month period ended June 30, 2017 was 27.6%, a decrease of 0.1% from 27.7% in the same six month period in 2016.

Services Revenues Gross Profit. For the six month period ended June 30, 2017, our services revenues gross profit decreased $1.3 million, or 5.7%, to $20.7 million from $22.0 million for the same six month period in 2016 on a $2.2 million decrease in services revenues. Gross profit margin for the six month period ended June 30, 2017 was 66.7% for the six month period ended June 30, 2017 compared to 66.0% in the same six month period last year, an increase of 0.7% due to services revenues mix.

Non-Segmented Other Revenues Gross Profit. Our non-segmented other revenues gross profit decreased approximately $0.2 million, or 119.5%, to a gross loss of $38,000 for the six month period ended June 30, 2017, compared to $0.2 million in gross profit for the same period in 2016, on a $1.9 million increase in non-segmented other revenues. Gross margin for the six month period ended June 30, 2017 was -0.1% compared to a gross margin of 0.6% in the same six month period last year, a decrease of 0.7%, primarily reflective of lower margins on hauling revenues and damage waiver income, compared to last year.

Selling, General and Administrative Expenses. SG&A expenses increased approximately $0.7 million, or 0.6%, to $117.1 million for the six month period ended June 30, 2017 compared to $116.4 million for the six month period ended June 30, 2016. The net increase in SG&A expenses was attributable to several factors. Employee salaries, wages, payroll taxes and related employee benefit expenses increased approximately $0.7 million. Legal and other professional fees increased $1.9 million, inclusive of $2.2 million in transaction related costs associated with merger and acquisition activity in connection with our proposed merger with Neff Corporation (see note 11 to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q for further information). Facility costs increased $0.6 million, comprised primarily of additional rent expense related to new branches opened since the second quarter of last year. Offsetting these increases in SG&A expenses were a $2.0 million decrease in depreciation and amortization expense due to lower software amortization costs. General liability insurance costs decreased $0.5 million.  Of the $0.7 million net increase in SG&A expenses, approximately $1.3 million was incrementally attributable to branches opened since January 1, 2016 with less than six full months of comparable operations in the first two quarters of 2016 and 2017. As a percentage of total revenues, SG&A expenses were 24.6% for the six month period ended June 30, 2017, an increase of 0.8% from 23.8% for the same six month period in 2016, primarily as a result of the cost increases as noted above.

Other Income (Expense). For the six month period ended June 30, 2017, our net other expenses increased $0.2 million to $25.8 million, compared to $25.6 million for the same six month period in 2016. Interest expense was approximately $26.6 million for the six month period ended June 30, 2017 compared to approximately $26.8 million for the six month period ended June 30, 2016, a decrease of $0.2 million. The decrease in interest expense is due to lower average amounts outstanding on manufacturer flooring plans payable. Miscellaneous other income was $0.8 million in the six month period ended June 30, 2017 compared to $1.1 million in the same period last year, a decrease of $0.3 million.

 

Income Taxes. We recorded income tax expense of $8.9 million for the six month period ended June 30, 2017 compared to income tax expense of $9.1 million for the six month period ended June 30, 2016. Our effective income tax rate was 36.9% for the six month period ended June 30, 2016 compared to 41.0% for the same six month period last year, a decrease of 4.1%. The decrease in our effective tax rate is primarily due to an increase in favorable permanent differences and lower state income taxes. Based on available evidence, both positive and negative, we believe it is more likely than not that our deferred tax assets at June 30, 2017 are fully realizable through future reversals of existing taxable temporary differences and future taxable income, and are not subject to any limitations.

Liquidity and Capital Resources

Cash flow from operating activities. For the six month period ended June 30, 2017, the net cash provided by our operating activities was $92.7 million. Our reported net income of $15.3 million, when adjusted for non-cash income and expense items, such as depreciation and amortization, deferred income taxes, net amortization (accretion) of note discount (premium), provision for losses on accounts receivable, provision for inventory obsolescence, stock-based compensation expense and net gains on the sale of long-lived assets, provided positive cash flows of approximately $107.1 million. These cash flows from operating activities were also positively impacted by a $41.6 million increase in accounts payable and a $3.7 million increase in accrued expenses payable and other liabilities. Partially offsetting these positive cash flows were a $49.6 million increase in inventories and a $5.0 million decrease in manufacturing flooring plans payable, while prepaid expenses and other assets increased $1.9 million and receivables increased approximately $3.3 million.

For the six month period ended June 30, 2016, the net cash provided by our operating activities was $67.6 million. Our reported net income of $13.1 million, when adjusted for non-cash income and expense items, such as depreciation and amortization, deferred income taxes, net amortization (accretion) of note discount (premium), provision for losses on accounts receivable, provision for inventory obsolescence, stock-based compensation expense and net gains on the sale of long-lived assets, provided positive cash flows of approximately $102.4 million. These cash flows from operating activities were also positively impacted by a $22.3 million increase

37


in accounts payable and a $7.1 million decrease in receivables. Additionally, accrued expenses payable and other liabilities increased $4.6 million and prepaid expenses and other assets decreased $0.5 million. Partially offsetting these positive cash flows were a $52.5 million increase in inventories and a $16.5 million decrease in manufacturing flooring plans payable, while deferred compensation payable decreased approximately $0.4 million.

Cash flow from investing activities. For the six month period ended June 30, 2017, the cash provided by our investing activities was exceeded by cash used in our investing activities, resulting in net cash used in our investing activities of $75.9 million. This was a result of purchases of rental and non-rental equipment totaling $125.1 million and proceeds from the sale of rental and non-rental equipment of approximately $49.2 million.

For the six month period ended June 30, 2016, the cash provided by our investing activities was exceeded by cash used in our investing activities, resulting in net cash used in our investing activities of $34.4 million. This was a result of purchases of rental and non-rental equipment totaling $80.6 million and proceeds from the sale of rental and non-rental equipment of approximately $46.2 million.

Cash flow from financing activities. For the six month period ended June 30, 2017, the cash provided by our financing activities was exceeded by our cash used in our financing activities, resulting in net cash used in our financing activities of approximately $17.5 million. Dividends totaling approximately $19.6 million, or $0.55 per common share, were paid during the six month period ended June 30, 2017. Payments on capital lease obligations were $0.1 million. Net borrowings under the Credit Facility were $2.2 million.

For the six month period ended June 30, 2016, the cash provided by our financing activities was exceeded by our cash used in our financing activities, resulting in net cash used in our financing activities of approximately $30.0 million. Net payments under the Credit Facility were $10.4 million. Dividends totaling approximately $19.5 million, or $0.55 per common share, were paid during the six month period ended June 30, 2016. Payments on capital lease obligations were $0.1 million.

Senior Secured Credit Facility

We and our subsidiaries are parties to a $602.5 million senior secured credit facility (the “Credit Facility”) with Wells Fargo Capital Finance, LLC (“Wells Fargo”), agent (as successor in such capacity to General Electric Capital Corporation (“GE Capital”)) , and the lenders named therein (the “Lenders”).

On May 21, 2014, we amended, extended and restated the Credit Facility by entering into the Fourth Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) by and among the Company, Great Northern Equipment, Inc., H&E Equipment Services (California), LLC, the other credit parties named therein, the lenders named therein, GE Capital, as administrative agent, Bank of America, N.A. as co-syndication agent and documentation agent, Wells Fargo, as co-syndication agent and Deutsche Bank Securities Inc. as joint lead arranger and joint bookrunner. In March 2016, Wells Fargo succeeded and was substituted for GE Capital as the administrative agent under the Amended and Restated Credit Agreement.

The Amended and Restated Credit Agreement, among other things, (i) extends the maturity date of the Credit Facility from February 29, 2017 to May 21, 2019, (ii) increases the uncommitted incremental revolving capacity from $130 million to $150 million, (iii) permits a like-kind exchange program under Section 1031 of the Internal Revenue Code of 1986, as amended, (iv) provides that the unused commitment fee margin will be either 0.50%, 0.375% or 0.25%, depending on the ratio of the average of the daily closing balances of the aggregate revolving loans, swing line loans and letters of credit outstanding during each month to the aggregate commitments for the revolving loans, swing line loans and letters of credit, (v) lowers the interest rate (a) in the case of index rate revolving loans, to the index rate plus an applicable margin of 0.75% to 1.25% depending on the leverage ratio and (b) in the case of LIBOR revolving loans, to LIBOR plus an applicable margin of 1.75% to 2.25%, depending on the leverage ratio, (vi) lowers the margin applicable to the letter of credit fee to between 1.75% and 2.25%, depending on the leverage ratio, and (vii) permits, under certain conditions, for the payment of dividends and/or stock repurchases or redemptions on the capital stock of the Company of up to $75 million per calendar year and further additionally permits the payment of the special cash dividend of $7.00 per share previously declared by the Company on August 20, 2012 to the holders of outstanding restricted stock of the Company following the declared payment date with such permission not tied to the vesting of such restricted stock (which includes the Company’s payment in June 2014 of all amounts that remained payable to the holders of the restricted stock of the Company with respect to such special dividend that was otherwise payable following the applicable vesting dates in May and July 2014 and 2015).

On February 5, 2015, we entered into an amendment to the Credit Facility which, among other things, increased the total amount of revolving loan commitments under the Amended and Restated Credit Agreement from $402.5 million to $602.5 million.

As of June 30, 2017, we were in compliance with our financial covenants under the Credit Facility. At June 30, 2017, the Company could borrow up to an additional $429.9 million and remain in compliance with the debt covenants under the Company’s Credit Facility.

38


At June 30, 2017, the interest rate on the Credit Facility was based on either a 4.00% U.S. Prime Rate plus 100 basis points or LIBOR plus 200 basis points, as applicable with respect to the type of revolving loan. The weighted average interest rate at June 30, 2017 was approximately 3.5%. At July 20, 2017, we had $424.4 million of available borrowings under our Credit Facility, net of $7.7 million of outstanding letters of credit.

Cash Requirements Related to Operations

Our principal sources of liquidity have been from cash provided by operating activities and the sales of new, used and rental fleet equipment, proceeds from the issuance of debt, and borrowings available under the Credit Facility. Our principal uses of cash have been to fund operating activities and working capital (including new and used equipment inventories), purchases of rental fleet equipment and property and equipment, fund payments due under facility operating leases and manufacturer flooring plans payable, and to meet debt service requirements. In the future, we may pursue additional strategic acquisitions, such as our proposed merger with Neff Corporation, and seek to open new start-up locations. We anticipate that the above described uses will be the principal demands on our cash in the future.

The amount of our future capital expenditures will depend on a number of factors including general economic conditions and growth prospects. Our gross rental fleet capital expenditures for the six month period ended June 30, 2017 were approximately $122.0 million, including $9.0 million of non-cash transfers from new and used equipment to rental fleet inventory. Our gross property and equipment capital expenditures for the six month period ended June 30, 2017 were $12.1 million. In response to changing economic conditions, we believe we have the flexibility to modify our capital expenditures by adjusting them (either up or down) to match our actual performance.

To service our debt, we will require a significant amount of cash. Our ability to pay interest and principal on our indebtedness (including the Credit Facility, the Senior Notes and our other indebtedness), will depend upon our future operating performance and the availability of borrowings under the Credit Facility and/or other debt and equity financing alternatives available to us, which will be affected by prevailing economic conditions and conditions in the global credit and capital markets, as well as financial, business and other factors, some of which are beyond our control. Based on our current level of operations and given the current state of the capital markets, we believe our cash flow from operations, available cash and available borrowings under the Credit Facility will be adequate to meet our future liquidity needs for the foreseeable future. As of July 20, 2017, we had $424.4 million of available borrowings under the Credit Facility, net of $7.7 million of outstanding letters of credit.

We cannot provide absolute assurance that our future cash flow from operating activities will be sufficient to meet our long-term obligations and commitments. If we are unable to generate sufficient cash flow from operating activities in the future to service our indebtedness and to meet our other commitments, we will be required to adopt one or more alternatives, such as refinancing or restructuring our indebtedness, selling material assets or operations or seeking to raise additional debt or equity capital. We cannot assure investors that any of these actions could be effected on a timely basis or on satisfactory terms or at all, or that these actions would enable us to continue to satisfy our capital requirements. In addition, our existing debt agreements, including the Credit Facility and the indenture governing the Senior Notes, as well as any future debt agreements, including the proposed financing for our proposed merger with Neff Corporation, contain or may contain restrictive covenants, which may prohibit us from adopting any of these alternatives. Our failure to comply with these covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debt.

Recent Developments

On July 14, 2017, the Company, the Company’s newly-formed, wholly-owned subsidiary Yellow Iron Merger Co. and Neff Corporation (“Neff”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) under which, and upon the terms and subject to the conditions of, the Company will acquire Neff. Under the terms of the Merger Agreement, at the effective time of the merger the Company will pay $21.07 in cash per share of Neff’s Class A common stock (subject to the adjustment described in the subsequent sentence) (the “Merger Consideration”), for a total enterprise value of approximately $1.2 billion, including $690 million of net debt (debt less cash and cash equivalents). The per share merger consideration payable to Neff stockholders is subject to certain downward adjustment, not to exceed $0.44 per share, in the event that the Company incurs certain increased financing costs due to the transaction not being consummated on or prior to January 14, 2018. In addition, each outstanding, unvested stock option and restricted stock unit in respect of Neff’s Class A common stock will be converted into the right to receive Company common stock on substantially similar terms, while each outstanding, vested stock option and restricted stock unit will be entitled to receive an amount in cash based upon the Merger Consideration.  In connection with entering into the Merger Agreement, the Company also entered into a support agreement with Neff’s largest stockholders, Wayzata Opportunities Fund II, L.P. and Wayzata Opportunities Fund Offshore II, L.P. (collectively, “Wayzata”), pursuant to which Wayzata delivered a written consent approving and adopting the Merger Agreement concurrently with the parties execution thereof, as well as exchange and termination agreements with each of Wayzata and the other holders of securities of Neff Holdings, LLC, Neff’s wholly-owned subsidiary, in order to collapse Neff’s holding company structure in advance of the consummation of the proposed merger.

39


The transaction is expected to close in the late third quarter or early fourth quarter of 2017, and is subject to customary closing conditions including Hart-Scott-Rodino Act clearance, as well as a “go-shop” period in favor of Neff Corporation, which period will expire at 11:59 p.m. on August 20, 2017.

The Company intends to fund the consideration to be paid pursuant to the terms of the Merger Agreement, as well as the fees, commissions and expenses related to the transactions contemplated thereby, through a combination of some or all of the following: 

 

Availability under a new $1.25 billion senior secured asset-based revolving credit facility (the “ABL Facility”);

 

The issuance and sale of up to $575 million (which may be increased to up to $825 million, if the proposed equity offering described below is not consummated in full or at all) of senior unsecured notes of the Company in a private placement (the “Proposed Notes Offering”); and

 

The issuance and sale of up to $250 million of the Company’s common stock in a public offering or private placement (the “Proposed Equity Offering,” and collectively with the ABL Facility and the Proposed Notes Offering, the “Proposed Financing”).

The Company also intends to use a portion of the proceeds of the Proposed Financing to refinance certain existing indebtedness of the Company and Neff, including existing senior secured credit facilities. Subject to market conditions, the Company may seek to refinance its existing 7% senior unsecured notes due 2022 in the aggregate principal amount of $630 million. The Proposed Equity Offering and Proposed Notes Offering are each subject to market and other conditions, and the Proposed Financing is contingent on the satisfaction of certain customary conditions.

In connection with its entry into the Merger Agreement, on July 14, 2017, the Company entered into a Commitment Letter (the “Commitment Letter”) with Wells Fargo Bank, National Association (“Wells Fargo Bank”), WF Investment Holdings, LLC (“WFIH”) and Wells Fargo Securities, LLC (collectively with Wells Fargo Bank and WFIH, “Wells Fargo”), pursuant to which Wells Fargo has committed to provide 100% of the ABL Facility and 100% of the principal amount of a senior unsecured bridge facility (the “Bridge Facility”) in an amount up to $825 million. The Commitment Letter contemplates that the Company will undertake the Proposed Notes Offering and the Proposed Equity Offering, and the commitment under the Bridge Facility will be reduced, on a dollar-for-dollar basis, by the amount of aggregate proceeds, if any, from the Proposed Notes Offering and Proposed Equity Offering. Funding of the financing under the Commitment Letter is contingent on the satisfaction or waiver of certain conditions set forth therein.

For additional information on this transaction, please see note 11 in this Quarterly Report on Form 10-Q. For additional information on the Merger Agreement, please see our Current Report on Form 8-K, filed with the SEC on July 14, 2017.

Quarterly Dividend

On May 22, 2017, the Company announced a quarterly dividend of $0.275 per share to stockholders of record, which was paid on June 16, 2017, totaling approximately $9.8 million. The Company intends to continue to pay regular quarterly cash dividends; however, the declaration of any subsequent dividends is discretionary and will be subject to a final determination by the Board of Directors each quarter after its review of, among other things, business and market conditions.

Seasonality

Although we believe our business is not materially impacted by seasonality, the demand for our rental equipment tends to be lower in the winter months. The level of equipment rental activities is directly related to commercial and industrial construction and maintenance activities. Therefore, equipment rental performance will be correlated to the levels of current construction activities. The severity of weather conditions can have a temporary impact on the level of construction activities. Adverse weather has a seasonal impact in parts of the markets we serve, including our Intermountain region, particularly in the winter months.

Equipment sales cycles are also subject to some seasonality with the peak selling period during the spring season and extending through the summer. Parts and services activities are typically less affected by changes in demand caused by seasonality.

Contractual and Commercial Commitments

There have been no material changes from the information included in our Annual Report on Form 10-K for the year ended December 31, 2016.

40


Off-Balance Sheet Arrangements

There have been no material changes from the information included in our Annual Report on Form 10-K for the year ended December 31, 2016.

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our earnings may be affected by changes in interest rates since interest expense on the Credit Facility is currently calculated based upon the index rate plus an applicable margin of 1.00% to 1.50%, depending on the leverage ratio, in the case of index rate revolving loans and LIBOR plus an applicable margin of 2.00% to 2.50%, depending on the leverage ratio, in the case of LIBOR revolving loans.  At June 30, 2017, we had total borrowings outstanding under the Credit Facility of approximately $164.9 million. A 1.0% increase in the interest rate on the Credit Facility would result in approximately a $1.7 million increase in interest expense on an annualized basis. At July 20, 2017, we had $424.4 million of available borrowings under the Credit Facility, net of $7.7 million of outstanding letters of credit.  We did not have significant exposure to changing interest rates as of June 30, 2017 on the fixed-rate Senior Notes.  Historically, we have not engaged in derivatives or other financial instruments for trading, speculative or hedging purposes, though we may do so from time to time if such instruments are available to us on acceptable terms and prevailing market conditions are accommodating.

 

 

Item 4. Controls and Procedures

Management’s Quarterly Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or furnishes under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure.

Our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively) have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a‑15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10‑Q. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of June 30, 2016, our current disclosure controls and procedures were effective.

The design of any system of control is based upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all future events, no matter how remote, or that the degree of compliance with the policies or procedures may not deteriorate. Because of its inherent limitations, disclosure controls and procedures may not prevent or detect all misstatements. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that occurred during the quarter ended June 30, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

41


PART II. OTHER INFORMATION

 

 

Item 1. Legal Proceedings.

From time to time, we are involved in various claims and legal actions arising in the ordinary course of our business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these various matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.

 

 

Item 1A. Risk Factors.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A - “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2016, which could materially affect our business, financial condition or future results.

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes with respect to the Company’s risk factors previously disclosed on Form 10-K for the year ended December 31, 2016, except as described below with respect to our pending acquisition of Neff Corporation (the “Neff Acquisition”).

 

The Neff Acquisition is subject to closing conditions, including certain conditions that may not be satisfied, and it may not be completed on a timely basis, or at all. Failure to complete the Neff Acquisition could have material and adverse effects on our business and financial condition.

On July 14, 2017, we entered into the Merger Agreement in connection with the Neff Acquisition. The completion of the Neff Acquisition is subject to a number of conditions, including the receipt of anti-trust clearance under the Hart-Scott-Rodino Act, which make both the completion and the timing of completion of the Neff Acquisition uncertain. Also, either we or Neff may terminate the Merger Agreement if the Neff Acquisition has not been completed by the termination date (subject to extension under certain circumstances), unless the failure of the Neff Acquisition to be completed has resulted from the failure of the party seeking to terminate the Merger Agreement to perform its obligations. The Merger Agreement may also be terminated by us if there is an event or circumstance having a material adverse effect on the business of Neff and its subsidiaries or, under circumstances by us or Neff in the event a competitive proposal is received by Neff that the Neff board determines to be superior. The Merger Agreement provides for a 37 day “go-shop” period, which expires on August 20, 2017, during which Neff is entitled to solicit other offers.

If the Neff Acquisition is not completed on a timely basis, or at all, our ongoing business and financial condition may be adversely affected. Additionally, in the event the Neff Acquisition is not completed, we will be subject to a number of risks without realizing any of the benefits of having completed the Neff Acquisition, including the following:

 

we will be required to pay our costs relating to the Neff Acquisition, such as legal, accounting and financial advisory fees, whether or not the Neff Acquisition is completed;

 

time and resources committed by our management to matters relating to the Neff Acquisition could otherwise have been devoted to pursuing other beneficial opportunities; and

 

the market price of our securities could decline to the extent that the current market price reflects a market assumption that the Neff Acquisition will be completed, or to the extent that the Neff Acquisition is fundamental to our business strategy.

 

The Neff Acquisition is subject to the receipt of consents and clearances from regulatory authorities that may impose conditions that could have an adverse effect on us, Neff or the combined company following the Neff Acquisition or, if not obtained, could prevent the completion of the Neff Acquisition.

Before the Neff Acquisition may be completed, applicable waiting periods must expire or terminate under antitrust and competition laws and clearances or approvals must be obtained from various regulatory entities. In deciding whether to grant antitrust or regulatory clearances, the relevant governmental entities will consider the effect of the Neff Acquisition on competition within their relevant jurisdiction. The terms and conditions of the approvals that are granted may impose requirements, limitations or costs or place restrictions on the conduct of the combined company’s business. Despite the parties’ commitments to use their reasonable best efforts to comply with conditions imposed by regulatory entities, under the terms of the Merger Agreement, we will have no obligation to (i) litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent; and (ii) make proposals, execute or carry out agreements, enter into consent decrees or submit to orders providing for the sale, divestiture, license or other disposition or holding separate of any of our assets or the imposition of any limitation or regulation on our ability to freely conduct our business or own such assets. In addition we will not be required under the

42


Merger Agreement to agree to hold separate any of our company, the surviving corporation or any limitation or regulation on our ability to exercise full rights of ownership of the Company or the surviving corporation from the Neff Acquisition.

There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions to the consummation of the Neff Acquisition and that such conditions, terms, obligations or restrictions will not have the effect of delaying the completion of the Neff Acquisition, imposing additional material costs on or materially limiting the revenues of the combined company following the Neff Acquisition or otherwise reduce the anticipated benefits of the Neff Acquisition if the Neff Acquisition were consummated successfully within the expected timeframe. In addition, we cannot provide assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the Neff Acquisition. Additionally, the completion of the Neff Acquisition is conditioned on the absence of certain restraining orders or injunctions by judgment, court order or law that would prohibit the completion of the Neff Acquisition.

Uncertainty regarding the completion of the Neff Acquisition may cause Neff’s customers and clients to terminate or not otherwise renew their relationship with Neff and may cause potential Neff customers or clients to delay or defer decisions concerning Neff and may adversely affect Neff’s ability to attract and retain key employees.

The Neff Acquisition will happen only if stated conditions are met, including, among others, the receipt of anti-trust clearance under the Hart-Scott-Rodino Act. Many of the conditions are beyond our control. In addition, both we and Neff have rights to terminate the Merger Agreement under various circumstances. As a result, there may be uncertainty regarding the completion of the Neff Acquisition. This uncertainty, along with potential Neff customer and client uncertainty regarding how the Neff Acquisition could affect the services offered by Neff, may cause Neff’s customers and clients to terminate or not otherwise renew their relationship with Neff and may cause potential Neff customers or clients to delay or defer decisions concerning entering into a relationship with Neff, which could negatively impact revenues and earnings of Neff. Similarly, uncertainty regarding the completion of the Neff Acquisition may foster uncertainty among Neff employees about their future roles. This may adversely affect the ability of Neff to attract and retain key management sales, marketing, and other important personnel, which could have an adverse effect on Neff’s ability to generate revenues at anticipated levels prior or subsequent to the consummation of the Neff Acquisition.

We may not be able to successfully integrate Neff or to realize the anticipated benefits of the Neff Acquisition.

Assuming we are able to consummate the Neff Acquisition, will begin the process of integrating Neff. A successful integration of Neff with our business will depend substantially on our ability to consolidate operations, corporate cultures, systems and procedures and to eliminate redundancies and costs. We may not be able to combine our business with the business of Neff without encountering difficulties, such as:

 

the loss of key employees;

 

the disruption of operations and business;

 

the retention of the existing clients and the retention or transition of Neff customers and vendors;

 

the integration of corporate cultures and maintenance of employee morale;

 

inability to maintain and increase competitive presence;

 

customer loss and revenue loss;  

 

possible inconsistencies in standards, control procedures and policies;

 

unexpected problems with costs, operations, personnel, technology and credit;

 

problems with the assimilation of new operations, sites or personnel, which could divert resources from our regular operations; and/or

 

potential unknown liabilities associated with the Neff Acquisition.

Additionally, general market and economic conditions or governmental actions generally may inhibit our successful integration of Neff.

Further, we will acquire Neff with the expectation that this acquisition will result in various benefits including, among other things, benefits relating to enhanced revenues, a strengthened market position for the combined company, cross selling opportunities, technological efficiencies, cost savings and operating efficiencies. Achieving the anticipated benefits of this acquisition is subject to a number of uncertainties, including whether we integrate Neff in an efficient and effective manner, and general competitive factors in the marketplace. Failure to achieve these anticipated benefits on the anticipated timeframe, or at all, could result in a reduction in the price of our shares as well as in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could materially and adversely affect our business, financial condition and operating results. Additionally, we will or have made fair value estimates of certain assets and liabilities in recording the Neff Acquisition. Actual values of these assets and liabilities could differ from our estimates, which could result in our not achieving the anticipated benefits of the Neff Acquisition. Finally, any cost savings that are realized may be offset by losses in revenues or other charges to earnings.

43


Failure to successfully address these and other issues related to the Neff Acquisition could have a material adverse effect on our financial condition and results of operations, and could adversely affect our ability to successfully implement our business strategy. Also, if our growth occurs more slowly than anticipated or declines, our operating results could be materially adversely affected.

Failure to complete the Neff Acquisition could cause our results to be adversely affected, our stock price to decline or have a material and adverse effect on our liquidity and capital resources.

If the Neff Acquisition is not completed for any reason, our stock price may decline because costs incurred related to the Neff Acquisition, such as legal, accounting and financial advisory fees, must be paid even if the merger is not completed. In addition, if the Neff Acquisition is not completed, whether because of our failure to receive required regulatory approvals in a timely fashion or because one of the parties has breached its obligations in a way that permits either us or Neff to terminate the Merger Agreement, or for any other reason, our stock price may decline to the extent that the current market price reflects a market assumption that the merger will be completed.

The incurrence of indebtedness to fund the Neff Acquisition may impact our financial position and subject us to additional financial and operating restrictions.

In connection with the Neff Acquisition, we expect to incur a substantial amount of additional indebtedness, which may result in substantially higher borrowing costs and a shorter maturity date than those from other anticipated financing alternatives. Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. Assuming the Neff Acquisition is consummated, the combined company may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

 

The incurrence of indebtedness in connection with the Neff Acquisition will subject us to additional financial and operating covenants, which may limit our flexibility in responding to our business needs. If we are not able to maintain compliance with stated financial covenants or if we breach other covenants in any debt agreement related to any notes we may issue, our revolving credit facility or otherwise, we could be in default under such agreements. Such a default could allow our creditors to accelerate the related indebtedness and may result in the acceleration of any other indebtedness to which a cross-acceleration or cross-default provision applies.

Our overall leverage and terms of our financing could, among other things:

 

 

 

make it more difficult to satisfy our obligations under the terms of our indebtedness;

 

 

 

limit our ability to refinance our indebtedness on terms acceptable to us or at all;

 

 

 

limit our flexibility to plan for and adjust to changing business and market conditions and increase our vulnerability to general adverse economic and industry conditions;

 

 

 

require us to dedicate a substantial portion of our cash flows to make interest and principal payments on our debt, thereby limiting the availability of our cash flows to fund future acquisitions, working capital, business activities, and other general corporate requirements; and

 

 

 

limit our ability to obtain additional financing for working capital, to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity, particularly if any ratings assigned to our debt securities by rating organizations were revised downward.

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

 

 

Item 3. Defaults upon Senior Securities.

None.

 

 

Item 4. Mine Safety Disclosures.

Not applicable.

 

 

44


Item 5. Other Information.

None.

 

 

Item 6. Exhibits.

 

 

 

 

   2.1

 

Agreement and Plan of Merger, dated as of July 14, 2017, by and among H&E Equipment Services Inc., Yellow Iron Merger Co. and Neff Corporation (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2017).*

 

 

 

  10.1

 

Exchange and Termination Agreement, dated as of July 14, 2017, by and among H&E Equipment Services, Inc., Neff Corporation, Neff Holdings LLC, Wayzata Opportunities Fund II, L.P., and Wayzata Opportunities Fund Offshore II, L.P. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2017).

 

 

 

  10.2

 

Exchange and Termination Agreement, dated as of July 14, 2017, by and among H&E Equipment Services, Inc., Neff Corporation, Neff Holdings LLC, Mark Irion, as management representative, and the other parties thereto (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2017).

 

 

 

  10.3

 

Commitment Letter, dated as of July 14, 2017, by and among the Company, Wells Fargo Bank, National Association, WF Investment Holdings, LLC and Wells Fargo Securities, LLC (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2017).

 

 

 

  31.1

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 

 

 

  31.2

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 

 

 

  32.1

 

Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley  Act of 2002 (furnished herewith).

 

 

 

  99.1

 

Support Agreement, dated as of July 14, 2017, by and among H&E Equipment Services, Inc., Wayzata Opportunities Fund II, L.P. and Wayzata Opportunities Fund Offshore II, L.P. (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2017).

 

 

 

101.INS

 

XBRL Instance Document (filed herewith).

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document (filed herewith).

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document (filed herewith).

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).

 

*

The registrant has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish a copy of any omitted schedule or similar attachment to the U.S. Securities and Exchange Commission upon request.

 

 

45


SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

H&E EQUIPMENT SERVICES, INC.

 

 

Dated: July 27, 2017

By: 

/s/ John M. Engquist

 

 

John M. Engquist

Chief Executive Officer

(Principal Executive Officer)

 

 

 

Dated: July 27, 2017

By:

/s/ Leslie S. Magee

 

 

Leslie S. Magee

Chief Financial Officer and Secretary

(Principal Financial and Accounting Officer)

 

 

46


EXHIBIT INDEX

 

 

 

 

   2.1

 

Agreement and Plan of Merger, dated as of July 14, 2017, by and among H&E Equipment Services Inc., Yellow Iron Merger Co. and Neff Corporation (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2017).*

 

 

 

  10.1

 

Exchange and Termination Agreement, dated as of July 14, 2017, by and among H&E Equipment Services, Inc., Neff Corporation, Neff Holdings LLC, Wayzata Opportunities Fund II, L.P., and Wayzata Opportunities Fund Offshore II, L.P. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2017).

 

 

 

  10.2

 

Exchange and Termination Agreement, dated as of July 14, 2017, by and among H&E Equipment Services, Inc., Neff Corporation, Neff Holdings LLC, Mark Irion, as management representative, and the other parties thereto (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2017).

 

 

 

  10.3

 

Commitment Letter, dated as of July 14, 2017, by and among the Company, Wells Fargo Bank, National Association, WF Investment Holdings, LLC and Wells Fargo Securities, LLC (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2017).

 

 

 

  31.1

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 

 

 

  31.2

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 

 

 

  32.1

 

Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

 

 

 

  99.1

 

Support Agreement, dated as of July 14, 2017, by and among H&E Equipment Services, Inc., Wayzata Opportunities Fund II, L.P. and Wayzata Opportunities Fund Offshore II, L.P. (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2017).

 

 

 

101.INS

 

XBRL Instance Document (filed herewith).

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document (filed herewith).

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document (filed herewith).

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).

 

*

The registrant has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish a copy of any omitted schedule or similar attachment to the U.S. Securities and Exchange Commission upon request.

 

 

 

47