e10vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
|
|
|
þ |
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007
OR
|
|
|
o |
|
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
(State of Incorporation)
|
|
81-0553291
(I.R.S. Employer Identification No.) |
|
|
|
11100 Mead Road, Suite 200, |
|
|
Baton Rouge, Louisiana 70816
(Address of Principal Executive Offices,
including Zip Code)
|
|
(225) 298-5200
(Registrants Telephone Number, Including Area Code) |
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered |
|
|
|
Common Stock, par value $0.01 per share
|
|
Nasdaq Global Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file report pursuant to Section 13 or
Section 15(d) of the Act. Yes o No þ
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 þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(§229.405) is not contained herein, and will not be contained, to the best of the registrants
knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. o
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 o
|
|
Accelerated filer þ
|
|
Non-accelerated filer o
|
|
Smaller reporting company o |
|
|
(Do not check if a smaller reporting company) |
Indicate by checkmark whether the registrant is a shell company (as defined in Exchange Act Rule
12b-2). Yes o No þ
The aggregate market value of the common stock held by non-affiliates of the registrant was
approximately $507,533,509 (computed by reference to the closing sale price of the registrants
common stock on the Nasdaq Global Market on June 30, 2007, the last business day of the
registrants most recently completed second fiscal quarter).
As of
March 3, 2008, there were 36,495,058 shares of common stock, par value $0.01 per share,
of the registrant outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the document listed below have been incorporated by reference into the indicated parts
of this Form 10-K, as specified in the responses to the item numbers involved.
|
|
|
Part III |
|
The registrants definitive proxy statement, for use in
connection with the Annual Meeting of Stockholders, to be filed
within 120 days after the registrants fiscal year ended
December 31, 2007. |
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K 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.
Forward-looking statements are only predictions and are not guarantees of performance. These
statements are based on our managements 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 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 that differ materially from those contained
2
in any forward-looking statement. 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 activity in the markets where we operate in
North America; |
|
|
|
|
relationships with new equipment suppliers; |
|
|
|
|
increased maintenance and repair costs; |
|
|
|
|
our substantial leverage; |
|
|
|
|
the risks associated with the expansion of our business; |
|
|
|
|
our possible inability to integrate any businesses we acquire, including our recently
completed acquisition of J.W. Burress, Incorporated (Burress); |
|
|
|
|
competitive pressures; |
|
|
|
|
compliance with laws and regulations, including those relating to environmental matters
and corporate governance matters; and |
|
|
|
|
other factors discussed under Item 1A Risk Factors or elsewhere in this Annual Report
on Form 10-K. |
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 Annual
Report on Form 10-K, 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 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.
SPECIAL NOTE REGARDING THE REGISTRANT
In connection with our initial public offering of our common stock in February 2006, we
converted H&E Equipment Services L.L.C. (H&E LLC), a Louisiana limited liability company and the
wholly-owned operating subsidiary of H&E Holding L.L.C. (H&E Holdings) into H&E Equipment
Services, Inc., a Delaware corporation. Prior to our initial public offering, our business was
conducted through H&E LLC. 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
a wholly-owned subsidiary of H&E Holdings, and immediately prior to the closing of the initial
public offering on February 3, 2006, H&E LLC and H&E Holdings merged with and into us (H&E
Equipment Services, Inc.), with us surviving the merger reincorporation as the operating company.
Effective February 3, 2006, H&E LLC and Holdings no longer existed under operation of law pursuant
to the reincorporation merger. In these transactions, holders of preferred limited liability
company interests and holders of common limited liability company interests in H&E Holdings
received shares of our common stock. We refer to these transactions collectively in this Annual
Report on Form 10-K as the Reorganization Transactions. Unless we state otherwise, the
information in this Annual Report on Form 10-K gives effect to these Reorganization Transactions.
Also, except where specifically noted, references in this Annual Report on Form 10-K to the
Company, we or us mean H&E Equipment Services L.L.C. for periods prior to February 3, 2006,
and H&E Equipment Services, Inc. for periods on or after February 3, 2006.
3
PART I
Item 1. Business
The Company
We are 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 platform equipment; (2)
cranes; (3) earthmoving equipment; and (4) industrial lift trucks. We engage in five principal
business activities in these equipment categories:
|
|
|
equipment rental; |
|
|
|
|
new equipment sales; |
|
|
|
|
used equipment sales; |
|
|
|
|
parts sales; and |
|
|
|
|
repair and maintenance services. |
By providing rental, sales, parts, repair and maintenance functions under one roof, we offer
our customers a one-stop solution for their equipment needs. This full-service approach provides us
with (1) multiple points of customer contact; (2) cross-selling opportunities among our rental,
used and new equipment sales, parts sales and services operations; (3) an effective method to
manage our rental fleet through efficient maintenance and profitable distribution of used
equipment; and (4) a mix of business activities that enables us to operate effectively throughout
economic cycles. We believe that the operating experience and extensive infrastructure we have
developed throughout our history as an integrated services company provide us with a competitive
advantage over rental-focused companies and equipment distributors. In addition, our focus on four
core categories of heavy construction and industrial equipment enables us to offer specialized
knowledge and support to our customers. For the year ended December 31, 2007, we generated total
revenues of approximately $1.003 billion. The pie charts below illustrate a breakdown of our
revenues and gross profits for the year ended December 31, 2007 by business segment (see note 21 to
our consolidated financial statements for further information regarding our business segments):
|
|
|
Revenue by Segment
|
|
Gross Profit by Segment |
($ in millions)
|
|
($ in millions) |
|
|
|
|
|
|
We have operated, through our predecessor companies, as an integrated equipment services
company for approximately 47 years and have built an extensive infrastructure that includes 63
full-service facilities (as of March 3, 2008) located throughout the high growth West Coast,
Intermountain, Southwest, Gulf Coast, Southeast and Mid-Atlantic regions of the United States. Our
management, from the corporate level down to the branch store level, has extensive industry
experience. We focus our rental and sales activities on, and organize our personnel principally by,
our four core equipment categories. We believe this allows us to provide specialized
4
equipment knowledge, improve the effectiveness of our rental and sales forces and strengthen
our customer relationships. In addition, we operate our day-to-day business on a branch basis,
which we believe allows us to more closely service our customers, fosters management accountability
at local levels and strengthens our local and regional relationships.
Products and Services
Equipment Rentals. We rent our heavy construction and industrial equipment to our customers on
a daily, weekly and monthly basis. We have a well-maintained rental fleet that, at December 31,
2007, consisted of 20,079 pieces of equipment 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 $803.2 million and an average age of approximately 31.8 months. Our rental
business creates cross-selling opportunities for us in sales and service support activities.
New Equipment Sales. We sell new heavy construction and industrial equipment in all four core
equipment categories, and are a leading distributor for nationally-recognized suppliers including
JLG Industries, Gehl, Genie Industries (Terex), Komatsu, Bobcat and Yale Material Handling. In
addition, we are the worlds largest distributor of Grove and Manitowoc crane equipment. Our new
equipment sales operation is a source of new customers for our parts sales and service support
activities, as well as for used equipment sales.
Used Equipment Sales. We sell used equipment primarily from our rental fleet, as well as
inventoried equipment that we acquire through trade-ins from our customers and selective purchases
of high-quality used equipment. For the year ended December 31, 2007, approximately 82.4% of our
used equipment sales revenues were derived from sales of rental fleet equipment. Used equipment
sales, like new equipment sales, generate parts and service business for us.
Parts Sales. We sell new and used parts to customers and also provide parts to our own rental
fleet. We maintain an extensive in-house parts inventory in order to provide timely parts and
service support to our customers as well as to our own rental fleet. In addition, our parts
operations enable us to maintain a high quality rental fleet and provide additional support to our
end users.
Service Support. We provide maintenance and repair services for our customers owned equipment
and to our own rental fleet. In addition to repair and maintenance on an as-needed or scheduled
basis, we provide ongoing preventative maintenance services and warranty repairs for our customers.
We devote significant resources to training these technical service employees and over time, we
have built a full-scale services infrastructure that we believe would be difficult for companies
without the requisite resources and lead time to replicate.
In addition to our principal business activities mentioned above, we provide ancillary
equipment support activities including transportation, hauling, parts shipping and loss damage
waivers.
Industry Background
The U.S. construction equipment distribution industry is fragmented and consists mainly of a
small number of multi-location regional or national operators and a large number of relatively
small, independent businesses serving discrete local markets. This industry is driven by a broad
range of economic factors including total U.S. non-residential construction trends, construction
machinery demand, and demand for rental equipment. Construction equipment is largely distributed to
end users through two channels: equipment rental companies and equipment dealers. Examples of
rental equipment companies include United Rentals, Hertz Equipment Rental and Rental Service
Corporation. Examples of equipment dealers include Finning and Toromont. Unlike many of these
companies which principally focus on one channel of distribution, we operate substantially in both
channels. As an integrated equipment service company, we rent, sell and provide parts and service
support. Although many of the historically pure equipment rental companies have announced plans or
have begun to provide parts and service support to customers, their service offerings are typically
limited and may prove difficult to expand due to the infrastructure, training and resources
necessary to develop the breadth of offerings and depth of specialized equipment knowledge that our
service and sales staff provides.
5
Our Competitive Strengths
Integrated Platform of Products and Services. We believe that the operating experience and
extensive infrastructure we have developed through years of operating as an integrated equipment
services company provide us with a competitive advantage over rental-focused companies and
equipment distributors. Key strengths of our integrated equipment services platform include:
|
|
|
Ability to strengthen customer relationships by providing a full-range of products and services; |
|
|
|
|
Purchasing power gained through purchases for our new equipment sales and rental operations; |
|
|
|
|
High quality rental fleet supported by our strong product support capabilities; |
|
|
|
|
Established retail sales network resulting in profitable disposal of our used equipment; and |
|
|
|
|
Mix of business activities that enable us to effectively operate through economic cycles. |
Complementary, High Margin Parts and Service Operations. Our parts and service businesses
allow us to maintain our rental fleet in excellent condition and to offer our customers top quality
rental equipment. Our after-market parts and service businesses together provide us with a
high-margin revenue source that has proven to be stable throughout a range of economic cycles.
Specialized, High Quality Equipment Fleet. Our focus on four core types of heavy construction
and industrial equipment allows us to better provide the specialized knowledge and support that our
customers demand when renting and purchasing equipment. These four types of equipment are
attractive because they have a long useful life, high residual value and strong industry demand.
Well-Developed Infrastructure. We have built an infrastructure that as of March 3, 2008
includes a network of 63 full-service facilities, and a workforce that includes a highly-skilled
group of approximately 850 service technicians and an aggregate of approximately 250 sales people
in our specialized rental and equipment sales forces. We believe that our well-developed
infrastructure helps us to better serve large multi-regional customers than our historically
rental-focused competitors and provides an advantage when competing for lucrative fleet and project
management business.
Leading Distributor for Suppliers. We are a leading distributor for nationally-recognized
equipment suppliers, including JLG Industries, Gehl, Genie Industries (Terex), Komatsu, Bobcat and
Yale Material Handling. In addition, we are the worlds largest distributor of Grove and Manitowoc
crane equipment. These relationships improve our ability to negotiate equipment acquisition pricing
and allow us to purchase parts at wholesale costs.
Customized Information Technology Systems. Our customized information systems allow us to
actively manage our business and our rental fleet. Our customer relationship management system
provides our sales force with real-time access to customer and sales information.
Experienced Management Team. Our senior management team is led by John M. Engquist, our
President and Chief Executive Officer, who has approximately 33 years of industry experience. Our
senior and regional managers have an average of approximately 22 years of industry experience.
Our branch managers have extensive knowledge and industry experience as well.
Our Business Strategy
Leverage our Integrated Business Model. We intend to continue to actively leverage our
integrated business model to offer a one-stop solution to our customers varied needs with respect
to the four categories of heavy construction and industrial equipment on which we focus. We will
continue to cross-sell our services to expand and deepen our customer relationships. We believe
that our integrated equipment services model provides us with a strong platform for additional
growth.
Managing the Life Cycle of our Rental Equipment. We actively manage the size, quality, age and
composition of our rental fleet, employing a cradle through grave approach. During the life of
our rental equipment, we (1) aggressively negotiate on purchase price; (2) use our customized
information technology
6
systems to closely monitor and analyze, among other things, time utilization (equipment usage
based on customer demand), rental rate trends and targets and equipment demand; (3) continuously
adjust our fleet mix and pricing; (4) maintain fleet quality through regional quality control
managers and our on-site parts and services support; and (5) dispose of rental equipment through
our retail sales force. This allows us to purchase our rental equipment at competitive prices,
optimally utilize our fleet, cost-effectively maintain our equipment quality and maximize the value
of our equipment at the end of its useful life.
Grow our Parts and Service Operations. Our strong parts and services operations are keystones
of our integrated equipment services platform and together provide us with a relatively stable
high-margin revenue source. Our parts and services operation helps us develop strong, ongoing
customer relationships, attract new customers and maintain a high-quality rental fleet. We intend
to further grow this product support side of our business and further penetrate our customer base.
Enter Carefully Selected New Markets. We intend to continue to strategically expand our
network to solidify our presence in the attractive, contiguous regions where we operate. We have a
proven track record of successfully entering new markets and we look to add new locations that
offer attractive growth opportunities, high demand for construction and heavy equipment, and
contiguity to our existing markets. In addition to the 12 locations we added through the
acquisition of Burress, we also added three new start-up locations during the year ended December
31, 2007.
Make Selective Acquisitions. The equipment industry is fragmented and includes a large number
of relatively small, independent businesses servicing discrete local markets. Some of these
businesses may represent attractive acquisition candidates. We intend to evaluate and pursue
acquisitions on an opportunistic basis, with an objective of increasing our revenues, improving our
profitability, entering additional attractive markets and strengthening our competitive position.
History
Through our predecessor companies, we have been in the equipment services business for
approximately 47 years. H&E Equipment Services L.L.C. was formed in June 2002 through the
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
Equipment Services L.L.C. (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.
In connection with our initial public offering in February 2006, we converted H&E LLC into H&E
Equipment Services, Inc. Prior to our initial public offering, our business was conducted through
H&E LLC. 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, 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 us (H&E Equipment Services, Inc.),
with us surviving the reincorporation merger as the operating company. Effective February 3, 2006,
H&E LLC and Holdings no longer existed under operation of law pursuant to the reincorporation merger.
Customers
We serve approximately 31,200 customers in the United States, primarily in the West Coast,
Intermountain, Southwest, Gulf Coast, Southeast and Mid-Atlantic regions. Our customers include a
wide range of industrial and commercial companies, construction contractors, manufacturers, public
utilities, municipalities, maintenance contractors and a variety of other large industrial
accounts. They vary from small, single machine owners to large contractors and industrial and
commercial companies who typically operate under equipment and maintenance budgets. Our branches
enable us to closely service local and regional customers, while our well developed full-service
infrastructure enables us to effectively service multi-regional and national accounts. Our
integrated strategy enables us to satisfy customer requirements and increase revenues from
customers through cross-selling opportunities presented by the various products and services that
we offer. As a result, our five reporting
7
segments generally derive their revenue from the same customer base. In 2007, no single
customer accounted for more than 2.0% of our total revenues, and no single customer accounted for
more than 10% of our revenue on a segmented basis. Our top ten customers combined accounted for
approximately 9.0% of our total revenues in 2007.
Sales and Marketing
We have two distinct, focused sales forces; one specializing in equipment rentals and one
focused specifically on new and used equipment sales. We believe maintaining separate sales forces
for equipment rental and sales is important to our customer service, allowing us to effectively
meet the demands of different types of customers.
Both our rental sales force and equipment sales force, together comprising approximately 250
sales people as of December 31, 2007, are divided into smaller, product focused teams which
enhances the development of in-depth product application and technical expertise. To further
develop knowledge and experience, we provide our sales force with extensive training, including
frequent factory and in-house training by manufacturer representatives regarding the operational
features, operator safety training and maintenance of new equipment. This training is essential, as
our sales personnel regularly call on customers job sites, often assisting customers in assessing
their immediate and ongoing equipment needs. In addition, we have a commission-based compensation
program for our sales force.
We maintain a company-wide customer relationship management system. We believe that this
comprehensive customer and sales management tool enhances our territory management program by
increasing the productivity and efficiency of our sales representatives and branch managers as they
are provided real-time access to sales and customer information.
We have developed strategies to identify target customers for our equipment services in all
markets. These strategies allow our sales force to identify frequent rental users, function as
advisors and problem solvers for our customers and accelerate the sales process in new operations.
While our specialized, well-trained sales force strengthens our customer relationships and
fosters customer loyalty, we also promote our business through marketing and advertising, including
industry publications, direct mail campaigns, the Internet and Yellow Pages.
Suppliers
We purchase a significant amount of equipment from the same manufacturers with whom we have
distribution agreements. We purchased approximately 60.1% of our new equipment and rental fleet
from four manufacturers during the year ended December 31, 2007. These relationships improve our
ability to negotiate equipment acquisition pricing. As an authorized distributor for a wide range
of suppliers, we are also able to provide our customers parts and service that in many cases are
covered under the manufacturers warranty. We are a leading distributor for nationally-recognized
equipment suppliers including JLG Industries, Gehl, Genie Industries (Terex), Komatsu, Bobcat, Yale
Material Handling, Grove and Manitowoc. While we believe that we have alternative sources of supply
for the equipment we purchase in each of our principal product categories, termination of one or
more of our relationships with any of our major suppliers of equipment could have a material
adverse effect on our business, financial condition or results of operations if we were unable to
obtain adequate or timely rental and sales equipment.
Information Technology Systems
We have specialized information systems that track (1) rental inventory utilization
statistics; (2) maintenance and repair costs; (3) returns on investment for specific equipment
types; and (4) detailed operational and financial information for each piece of equipment. These
systems enable us to closely monitor our performance and actively manage our business, and include
features that were custom designed to support our integrated services platform. The point-of-sale
aspect of our systems enables us to link all of our facilities, permitting universal access to
real-time data concerning equipment located at the individual facility locations and the rental
status and maintenance history for each piece of equipment. In addition, our systems include, among
other features, on-line
8
contract generation, automated billing, applicable sales tax computation and automated rental
purchase option calculation. We customized our customer relationship management system to enable us
to more effectively manage our business. This customer relationship management system provides
sales and customer information, a quote system and other organizational tools to assist our sales
forces. In addition, we maintain an extensive customer database which allows us to monitor the
status and maintenance history of our customers owned-equipment and enables us to more effectively
provide parts and service to meet their needs. All of our critical systems run on servers and other
equipment that is current technology and available from major suppliers and serviceable through
existing maintenance agreements.
Seasonality
Although our business is not significantly impacted by seasonality, the demand for our rental
equipment tends to be lower in the winter months. The level of equipment rental activities are
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.
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 service activities are less
affected by changes in demand caused by seasonality.
Competition
The equipment industry is generally comprised of either pure rental equipment companies or
manufacturer dealer/distributorship companies. We are an integrated equipment services company and
rent, sell and provide parts and service support. Although there has been some past consolidation
within the equipment industry, it remains fragmented and consists mainly of a small number of
multi-location regional or national operators and a large number of relatively small, independent
businesses serving discrete local markets. Many of the markets in which we operate are served by
numerous competitors, ranging from national and multi-regional equipment rental companies (for
example, United Rentals, Hertz Equipment Rental and RSC Equipment Rental) to small, independent
businesses with a limited number of locations.
We believe that participants in the equipment rental industry generally compete on the basis
of availability, quality, reliability, delivery and price. In general, large operators enjoy
substantial competitive advantages over small, independent rental businesses due to a distinct
price advantage. Although many rental equipment companies have either announced plans to begin or have begun to provide
parts and service support to customers, their service offerings are typically limited and may prove
difficult to expand due to the training, infrastructure and management resources necessary to
develop the breadth of service offerings and depth of knowledge our service technicians are able to
provide. Some of our competitors have significantly greater financial, marketing and other
resources than we do.
Traditionally, equipment manufacturers distributed their equipment and parts through a network
of independent dealers with distribution agreements. As a result of consolidation and competition,
both manufacturers and distributors sought to streamline their operations, improve their costs and
gain market share. Our established, integrated infrastructure enables us to compete directly with
our competitors on either a local, regional or national basis. We believe customers place greater
emphasis on value-added services, teaming with equipment rental and sales companies who can meet
all of their equipment, parts and service needs.
9
Environmental and Safety Regulations
Our facilities and operations are subject to comprehensive and frequently changing federal,
state and local environmental and occupational health and safety laws. These laws regulate (1) the
handling, storage, use and disposal of hazardous materials and wastes and, if any, the associated
cleanup of properties affected by pollutants; (2) air quality; and (3) wastewater. We do not
currently anticipate any material adverse effect on our business or financial condition or
competitive position as a result of our efforts to comply with such requirements. Although we have
made and will continue to make capital and other expenditures to comply with environmental
requirements, we do not expect to incur material capital expenditures for environmental controls or
compliance.
In the future, federal, state or local governments could enact new or more stringent laws or
issue new or more stringent regulations concerning environmental and worker health and safety
matters, or effect a change in their enforcement of existing laws or regulations, that could affect
our operations. Also, in the future, contamination may be found to exist at our facilities or
off-site locations where we have sent wastes. There can be no assurance that we, or various
environmental regulatory agencies, will not discover previously unknown environmental
non-compliance or contamination. We could be held liable for such newly-discovered non-compliance
or contamination. It is possible that changes in environmental and worker health and safety laws or
liabilities from newly-discovered non-compliance or contamination could have a material adverse
effect on our business, financial condition and results of operations.
Employees
As of December 31, 2007, we had approximately 2,095 employees. Generally, the total number of
employees does not significantly fluctuate throughout the year, although acquisition activity may
significantly increase the number of our employees. Of these employees, 707 are salaried personnel
and 1,388 are hourly personnel. Our employees perform the following functions: sales operations,
parts operations, rental operations, technical service and office and administrative support.
Collective bargaining agreements relating to three branch locations cover approximately 105 of our
employees. We believe our relations with our employees are good, and we have never experienced a
work stoppage.
Recent Developments
Burress Acquisition. We completed, effective as of September 1, 2007, and funded on September
4, 2007, the previously announced acquisition of all of the outstanding capital stock of J.W.
Burress, Incorporated (Burress). The Burress purchase price was funded from available cash on
hand and borrowings under our senior secured credit facility. Prior to the acquisition, Burress was
a privately-held company operating primarily as a distributor in the construction and industrial
equipment markets out of 12 locations in four states in the Mid-Atlantic region of the United
States. We had no material relationship with Burress prior to the acquisition. The name of Burress
was changed to H&E Equipment Services (Mid-Atlantic), Inc., effective September 4, 2007. This
acquisition marks our initial entry into three of the four Mid-Atlantic states where Burress had
existing operations and is consistent with our business strategy. See note 4 to the consolidated
financial statements for further information on the Burress acquisition.
Senior Secured Credit Facility Amendment. On September 1, 2007, and in connection with our
acquisition of Burress, we entered into a Second Amended and Restated Credit Agreement, by and
among the Company, Great Northern Equipment, Inc., GNE Investments, Inc., H&E Finance Corp., H&E
Equipment Services (California), LLC, H&E California Holdings, Inc., Burress, General Electric
Capital Corporation, as Agent, and the Lenders (as defined therein) amending and restating our
Amended and Restated Credit Agreement dated as of August 4, 2006 and pursuant to which, among other
things, (i) the principal amount of availability of the credit facility was increased from $250.0
million to $320.0 million, (ii) an incremental facility, at Agents and Companys mutual agreement,
in an aggregate amount of up to $130.0 million at any time after the closing of the amendment,
subject to existing and/or new lender approval, was added, and (iii) Burress was added as a
guarantor. We paid $0.4 million to the lenders in connection with this transaction and $0.1
million in other transaction costs.
10
Stock Repurchase Program. On November 8, 2007, our Board of Directors authorized a stock
repurchase program, under which we may purchase, from time to time, in open market transactions at
prevailing prices or through privately negotiated transactions as conditions permit, up to $100
million of our outstanding common stock. The repurchase program is expected to continue until
December 31, 2008 unless extended or shortened by the Board of Directors. In connection with the
stock repurchase program, on November 7, 2007, we amended our Second Amended and Restated Credit
Agreement to allow such stock repurchase program, subject to certain restrictions. See also Item
Part II, Item 5 of this Annual Report on Form 10-K, Issuer Purchases of Equity Securities, for
further information on our stock repurchases.
Available Information
We file electronically with the SEC annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934. The public may read and copy any
materials we have filed with or furnished to the SEC at the SECs Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-3330. The SEC maintains an Internet site
(www.sec.gov) that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. Copies of our annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, ownership reports for insiders and any
amendments to these reports filed or furnished with the SEC are available free of charge through
our Internet site (www.he-equipment.com) as soon as reasonably practicable after filing with the
SEC. Additionally, we make available free of charge on our internet website:
|
|
|
our Code of Conduct and Ethics; |
|
|
|
|
the charter of our Nominating and Governing Committee; |
|
|
|
|
the charter of our Compensation Committee; |
|
|
|
|
the charter of our Audit Committee. |
Item 1A. Risk Factors
Investing in our securities involves a high degree of risk. You should consider carefully the
following risk factors and the other information in this Annual Report on Form 10-K, including our
consolidated financial statements and related notes, before making any investment decisions
regarding our securities. If any of the following risks actually occur, our business, financial
condition and operating results could be adversely affected. As a result, the trading price of our
securities could decline and you may lose part or all of your investment.
Risks Related to our Company
We have substantial indebtedness and may be unable to service our debt. Our substantial
indebtedness could adversely affect our financial position, limit our available cash and our access
to additional capital and prevent us from growing our business.
We have a substantial amount of indebtedness. As of December 31, 2007, our total indebtedness
was $375.0 million, consisting of the aggregate amounts outstanding under our senior secured credit
facility ($120.6 million), senior unsecured notes ($250.0 million), notes payable ($2.0 million)
and capital lease obligation ($2.4 million). Our borrowings under the senior secured credit
facility as well as letters of credit outstanding under the senior secured credit facility ($6.0
million at December 31, 2007) are first-priority secured debt and effectively senior to our senior
unsecured notes. Additionally, the senior unsecured notes were effectively subordinated to our
notes payable obligations, capital lease obligation and our obligations under $162.9 million of
first-priority secured manufacturer floor plan financings (to the extent of the value of their
collateral).
The level of our indebtedness could have important consequences, including:
11
|
|
|
a substantial portion of our cash flow from operations will be dedicated to debt service
and may not be available for other purposes; |
|
|
|
|
limiting our flexibility in planning for, or reacting to, changes in our business and
the industry in which we operate; |
|
|
|
|
limiting our ability to obtain financing in the future for working capital, capital
expenditures and general corporate purposes, including acquisitions, and may impede our
ability to secure favorable lease terms; |
|
|
|
|
making us more vulnerable to economic downturns and possibly limiting our ability to
withstand competitive pressures; and |
|
|
|
|
placing us at a competitive disadvantage compared to our competitors with less
indebtedness. |
To service our indebtedness, we will require a significant amount of cash. Our ability to generate
cash depends on many factors beyond our control. An inability to service our indebtedness could
lead to a default under our senior secured credit facility and the indentures governing senior
unsecured notes, which may result in an acceleration of our indebtedness.
To service our indebtedness, we will require a significant amount of cash. Our ability to pay
interest and principal in the future on our indebtedness and to fund our capital expenditures and
acquisitions will depend upon our future operating performance and the availability of refinancing
indebtedness, which will be affected by prevailing economic conditions and financial, business and
other factors, some of which are beyond our control.
Our future cash flow may not be sufficient to meet our obligations and commitments. If we are
unable to generate sufficient cash flow from operations 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. These actions may not be effected on a timely basis or on
satisfactory terms or at all, and these actions may not enable us to continue to satisfy our
capital requirements. In addition, our existing or future debt agreements, including the indentures
governing the senior unsecured notes and the senior secured credit facility agreement may contain
restrictive covenants prohibiting 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 indebtedness. See also Item 7Managements Discussion and
Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources.
Our senior secured credit facility and the indentures governing our senior unsecured notes contain
covenants that limit our ability to finance future operations or capital needs, or to engage in
other business activities.
The operating and financial restrictions and covenants in our debt agreements, including the
senior secured credit facility, and the indentures governing our senior unsecured notes, may
adversely affect our ability to finance future operations or capital needs or to engage in other
business activities. Our senior secured credit facility requires us to maintain a minimum fixed
charge coverage ratio (as defined) in the event that our excess borrowing availability is below $25
million. The imposition of the minimum fixed charge coverage ratio may require that we limit our
permitted capital expenditures, take action to reduce debt or act in a manner contrary to our
business objectives. In addition, the senior secured credit facility and the indentures governing
the senior unsecured notes contain certain covenants that, among other things, restrict our and our
restricted subsidiaries ability to:
|
|
|
incur additional indebtedness, assume a guarantee or issue preferred stock; |
|
|
|
|
pay dividends or make other equity distributions or payments to or affecting our subsidiaries; |
|
|
|
|
make certain investments; |
|
|
|
|
create liens; |
|
|
|
|
sell or dispose of assets or engage in mergers or consolidations; |
12
|
|
|
engage in certain transactions with subsidiaries and affiliates; |
|
|
|
|
enter into sale leaseback transactions; and |
|
|
|
|
certain business activities. |
These restrictions could limit our ability to obtain future financing, make strategic
acquisitions or needed capital expenditures, withstand economic downturns in our business or the
economy in general, conduct operations or otherwise take advantage of business opportunities that
may arise. A failure to comply with the restrictions contained in the senior secured credit
facility could lead to an event of default, which could result in an acceleration of our
indebtedness. Such an acceleration would constitute an event of default under the indentures
governing the senior unsecured notes. A failure to comply with the restrictions in the senior
unsecured notes indenture could result in an event of default under those indentures. Our future
operating results may not be sufficient to enable compliance with the covenants in the senior
secured credit facility, the indentures or other indebtedness or to remedy any such default. In
addition, in the event of an acceleration, we may not have or be able to obtain sufficient funds to
refinance our indebtedness or make any accelerated payments, including those under the senior
unsecured notes. Also, we may not be able to obtain new financing. Even if we were able to obtain
new financing, we cannot guarantee that the new financing will be on commercially reasonable terms
or terms that are acceptable to us. If we default on our indebtedness, our business financial
condition and results of operation could be materially and adversely affected.
Concentration of ownership among our existing executives, directors and principal stockholders may
prevent new investors from influencing significant corporate decisions.
As of December 31, 2007, Bruckman, Rosser, Sherill & Co. II, L.P. and Bruckman, Rosser,
Sherill & Co., L.P. (collectively BRS) and their affiliates beneficially owned securities
representing approximately 39.8% of the voting power of our outstanding common stock and our
executives, directors and principal stockholders beneficially own, in the aggregate, securities
representing approximately 53.1% of the voting power of our outstanding common stock. Accordingly,
these stockholders can exercise significant influence over our business policies and affairs,
including the composition of our board of directors and any action requiring the approval of our
stockholders, including the adoption of amendments to our certificate of incorporation and the
approval of significant corporate transactions, including mergers or sales of substantially all of
our assets. This concentration of ownership will limit other stockholders ability to influence
corporate actions. The concentration of ownership may delay, defer or even prevent a change in
control of our company and may make some transactions more difficult or impossible without the
support of these stockholders. We cannot assure that the interests of these stockholders will not
conflict with your interests. In addition, our interests may conflict with these stockholders in a
number of areas relating to our past and ongoing relationships, including:
|
|
|
the timing and manner of any sales or distributions by these stockholders of all or any
portion of its ownership interest in us; |
|
|
|
|
business opportunities that may be presented to BRS and its affiliates and to our
directors associated with BRS; and |
|
|
|
|
competition between BRS and its affiliates and us within the same lines of business. |
For additional information regarding the share ownership of, and or relationships with,
certain stockholders, you should read the information under Item 12Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters, and Item 13Certain
Relationships and Related Transactions, and Director Independence.
If the Company fails to maintain an effective system of internal controls, the Company may
not be able to accurately report financial results or prevent fraud.
Effective internal controls are necessary to provide reliable financial reports and to assist
in the effective prevention of fraud. Any inability to provide reliable financial reports or
prevent fraud could harm the Companys business. The Company must annually evaluate its internal
procedures to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which
requires management and auditors to assess the effectiveness of internal controls. If the Company
fails to remedy or maintain the adequacy of its internal controls, as such standards are modified,
supplemented or amended from time to time, the Company could be subject to regulatory scrutiny,
civil or criminal penalties or shareholder litigation.
In addition, failure to maintain adequate internal controls could result in financial
statements that do not accurately reflect the Companys financial condition. There can be
no assurance that the Company will be able to complete the work necessary to fully comply
with the requirements of the Sarbanes-Oxley Act or that the Companys management and its
independent registered public accounting firm will continue to conclude that the Companys internal controls are effective.
13
Risks Related to our Business
Our business could be adversely affected by a decline in construction and industrial activities,
which could decrease the demand for equipment or depress rental rates and sales prices, resulting
in a decline in our revenues and profitability.
Our equipment is principally used in connection with construction and industrial activities.
Consequently, a downturn in construction or industrial activity may lead to a decrease in the
demand for our equipment or depress rental rates and the sales prices for the equipment we sell. We
have identified below certain of the factors which may cause such a downturn, either temporarily or
long-term:
|
|
|
a reduction in spending levels by customers; |
|
|
|
|
a slow-down of the economy over the long-term; |
|
|
|
|
adverse weather conditions which may affect a particular region; |
|
|
|
|
an increase in interest rates; or |
|
|
|
|
terrorism or hostilities involving the United States. |
Our revenue and operating results may fluctuate, which could result in a decline in our
profitability and make it more difficult for us to grow our business.
Our revenue and operating results have historically varied from quarter to quarter. Periods of
decline could result in an overall decline in profitability and make it more difficult for us to
make payments on our indebtedness and grow our business. We expect our quarterly results to
continue to fluctuate in the future due to a number of factors, including:
|
|
|
seasonal sales and rental patterns of our construction customers, with sales and rental
activity tending to be lower in the winter months; |
|
|
|
|
severe weather and seismic conditions temporarily affecting the regions where we
operate; |
|
|
|
|
cyclical nature of our customers business, particularly our construction customers; |
|
|
|
|
changes in corporate spending for plants and facilities or changes in government
spending for infrastructure projects; |
|
|
|
|
general economic conditions in the markets where we operate; |
|
|
|
|
the effectiveness of integrating acquired businesses, including our recent Buress
acquisition consummated on September 1, 2007, and new start-up locations; and |
|
|
|
|
timing of acquisitions and new location openings and related costs. |
In addition, we incur various costs when integrating newly acquired businesses or opening new
start-up locations, and the profitability of a new location is generally expected to be lower in
the initial months of operation.
We purchase a significant amount of our equipment from a limited number of manufacturers.
Termination of one or more of our relationships with any of those manufacturers could have a
material adverse effect on our business, as we may be unable to obtain adequate or timely rental
and sales equipment.
Currently, we purchase most of our rental and sales equipment from leading, nationally-known
original equipment manufacturers (OEMs). For the year ended December 31, 2007, we purchased
approximately 60% of our rental and sales equipment from four manufacturers. Although we believe
that we have alternative sources of supply for the rental and sales equipment we purchase in each
of our principal product categories, termination of one or more of our relationships with any of
these major suppliers could have a material adverse effect on our
14
business, financial condition or results of operation if we were unable to obtain adequate or
timely rental and sales equipment.
Our new equipment suppliers may appoint additional distributors, sell directly or unilaterally
terminate our distribution agreements, which could have a material adverse effect on our business
due to a reduction of, or inability to increase, our revenues.
We are a distributor of new equipment and parts supplied by leading, nationally-known OEMs.
Under our distribution agreements with these OEMs, manufacturers retain the right to appoint
additional dealers and sell directly to national accounts and government agencies. In most
instances, they may unilaterally terminate their distribution agreements with us at any time
without cause. We have both written and oral distribution agreements with our new equipment
suppliers. Under our oral agreements with the OEMs, we operate under our developed course of
dealing with the supplier and are subject to the applicable state law regarding such relationship.
Any such actions could have a material adverse effect on our business, financial condition and
results of operations due to a reduction of, or an inability to increase, our revenues.
Our rental fleet is subject to residual value risk upon disposition.
The market value of any given piece of rental equipment could be less than its depreciated
value at the time it is sold. The market value of used rental equipment depends on several factors,
including:
|
|
|
the market price for new equipment of a like kind; |
|
|
|
|
wear and tear on the equipment relative to its age; |
|
|
|
|
the time of year that it is sold (prices are generally higher during the construction season); |
|
|
|
|
worldwide and domestic demands for used equipment; and |
|
|
|
|
general economic conditions. |
Although for the year ended December 31, 2007, we sold used equipment from our rental fleet at
an average selling price of approximately 137.6% of net book value, we cannot assure you that used
equipment selling prices will not decline. Any significant decline in the selling prices for used
equipment could have a material adverse affect on our business, financial condition or results of
operations.
We incur maintenance and repair costs associated with our rental fleet equipment that could have a
material adverse effect on our business in the event these costs are greater than anticipated.
Determining the optimal age for our rental fleet equipment is subjective and requires
considerable estimates by management. We have made estimates regarding the relationship between the
age of our rental fleet equipment, and the maintenance and repair costs, and the market value of
used equipment. Our future operating results could be adversely affected because our maintenance
and repairs costs may be higher than estimated and market values of used equipment may fluctuate.
We may be unsuccessful in integrating our future acquisitions, which may decrease our profitability
and make it more difficult for us to grow our business.
We may not have sufficient management, financial and other resources to integrate and
consolidate any future acquisitions and we may be unable to operate profitably as a consolidated
company. Any significant diversion of managements attention or any major difficulties encountered
in the integration of the businesses we acquire in the future could have a material adverse effect
on our business, financial condition or results of operations, which could decrease our
profitability and make it more difficult for us to grow our business.
15
We may not be able to facilitate our growth strategy by identifying or completing transactions with
attractive acquisition candidates, which could impede our revenues and profitability.
An important element of our growth strategy is to continue to selectively seek additional
businesses to acquire in order to add new customers within our existing markets. We cannot assure
you that we will be able to identify attractive acquisition candidates or complete the acquisition
of any identified candidates at favorable prices and upon advantageous terms and conditions.
Furthermore, competition for attractive acquisition candidates may limit the number of acquisition
candidates or increase the overall costs of making acquisitions. The difficulties we may face in
identifying or completing acquisitions could impede our revenues and profitability.
We may experience integration and consolidation risks associated with our growth strategy. Future
acquisitions may also result in significant transaction expenses and risks associated with entering
new markets and we may be unable to profitably operate our consolidated company.
We periodically engage in evaluations of potential acquisitions and start-up facilities. The
success of our growth strategy depends, in part, on selecting strategic acquisition candidates at
attractive prices and identifying strategic start-up locations. We expect to face competition for
acquisition candidates, which may limit the number of acquisition opportunities and lead to higher
acquisition costs. We may not have the financial resources necessary to consummate any acquisitions
or to successfully open any new facilities in the future or the ability to obtain the necessary
funds on satisfactory terms. Any future acquisitions or the opening of new facilities may result in
significant transaction expenses and risks associated with entering new markets in addition to the
integration and consolidation risks described above. We may also be subject to claims by third
parties related to the operations of these businesses prior to our acquisition and by sellers under
the terms of our acquisition agreements. We may not have sufficient management, financial and other
resources to integrate any such future acquisitions or to successfully operate new locations and we
may be unable to profitably operate our consolidated company.
We may not be able to successfully integrate the recently acquired Burress business or achieve
expected results.
The Burress acquisition expands our presence into the Mid-Atlantic region in three states
where we previously did not operate. We may experience difficulties in successfully operating in
this new market and in integrating Burresss business with our own, which could increase our costs
or adversely impact our ability to operate our business.
We are dependent on key personnel. A loss of key personnel could have a material adverse effect on
our business, which could result in a decline in our revenues and profitability.
We are dependent on the experience and continued services of our senior management team,
including Mr. Engquist. Mr. Engquist has approximately 33 years of industry experience and has
served as an officer of Head and Engquist since 1990, a director of Gulf Wide since 1995, an
officer and director of H&E LLC since its formation in June 2002 and an officer and director of H&E
Equipment Services, Inc. since its inception. If we lose the services of any member of our senior
management team, particularly Mr. Engquist, and are unable to find a suitable replacement, we may
not have the depth of senior management resources required to efficiently manage our business and
execute our strategy.
Our business could be hurt if we are unable to obtain additional capital as required, resulting in
a decrease in our revenues and profitability.
The cash that we generate from our business, together with cash that we may borrow under our
senior secured credit facility, may not be sufficient to fund our capital requirements. As a
result, we may require additional financing to obtain capital for, among other purposes, purchasing
equipment, completing acquisitions, establishing new locations and refinancing existing
indebtedness. Any additional indebtedness that we incur will make us more vulnerable to economic
downturns and limit our ability to withstand competitive pressures.
16
Moreover, we may not be able to obtain additional capital on acceptable terms, if at all. If
we are unable to obtain sufficient additional financing in the future, our business could be
adversely affected by reducing our ability to increase revenues and profitability.
We are subject to competition, which may have a material adverse effect on our business by reducing
our ability to increase or maintain revenues or profitability.
The equipment rental and retail distribution industries are highly competitive and the
equipment rental industry is highly fragmented. Many of the markets in which we operate are served
by numerous competitors, ranging from national and multi-regional equipment rental companies to
small, independent businesses with a limited number of locations. We generally compete on the basis
of availability, quality, reliability, delivery and price. Some of our competitors have
significantly greater financial, marketing and other resources than we do, and may be able to
reduce rental rates or sales prices. If competitive pressures were to cause us to reduce our rates,
our operating margins may be adversely impacted. If we were to maintain rates in the face of
reductions by our competitors, our market share could decline. We may encounter increased
competition from existing competitors or new market entrants in the future, which could have a
material adverse effect on our business, financial condition and results of operations.
Disruptions in our information technology systems, including our customer relationship management
system, could adversely affect our operating results by limiting our capacity to effectively
monitor and control our operations.
Our information technology systems facilitate our ability to monitor and control our
operations and adjust to changing market conditions. Any disruption in any of these systems,
including our customer relationship management system, or the failure of any of these systems to
operate as expected could, depending on the magnitude of the problem, adversely affect our
operating results by limiting our capacity to effectively monitor and control our operations and
adjust to changing market conditions.
The nature of our business exposes us to various liability claims, which may exceed the level of
our insurance coverage and thereby not fully protect us.
Our business exposes us to claims for personal injury, death or property damage resulting from
the use of the equipment we rent or sell and from injuries caused in motor vehicle accidents in
which our delivery and service personnel are involved. We carry comprehensive insurance, subject to
deductibles, at levels we believe are sufficient to cover existing and future claims made during
the respective policy periods. However, we may be exposed to multiple claims that do not exceed our
deductibles, and, as a result, we could incur significant out-of-pocket costs that could adversely
affect our financial condition and results of operations. In addition, the cost of such insurance
policies may increase significantly upon renewal of those policies as a result of general rate
increases for the type of insurance we carry as well as our historical experience and experience in
our industry. Although we have not experienced any material losses that were not covered by
insurance, our existing or future claims may exceed the coverage level of our insurance, and such
insurance may not continue to be available on economically reasonable terms, or at all. If we are
required to pay significantly higher premiums for insurance, are not able to maintain insurance
coverage at affordable rates or if we must pay amounts in excess of claims covered by our
insurance, we could experience higher costs that could adversely affect our financial condition and
results of operations.
We could be adversely affected by environmental and safety requirements, which could force us to
increase significant capital and other operational costs and may subject us to unanticipated
liabilities.
Our operations, like those of other companies engaged in similar businesses, require the
handling, use, storage and disposal of certain regulated materials. As a result, we are subject to
the requirements of federal, state and local environmental and occupational health and safety laws
and regulations. We may not be at all times in complete compliance with all such requirements. We
are subject to potentially significant civil or criminal fines or penalties if we fail to comply
with any of these requirements. We have made and will continue to make capital
17
and other expenditures in order to comply with these laws and regulations. However, the
requirements of these laws and regulations are complex, change frequently, and could become more
stringent in the future. It is possible that these requirements will change or that liabilities
will arise in the future in a manner that could have a material adverse effect on our business,
financial condition and result of operations.
Environmental laws also impose obligations and liability for the cleanup of properties
affected by hazardous substance spills or releases. These liabilities can be imposed on the parties
generating or disposing of such substances or operator of the affected property, often without
regard to whether the owner or operator knew of, or was responsible for, the presence of hazardous
substances. Accordingly, we may become liable, either contractually or by operation of law, for
remediation costs even if a contaminated property is not presently owned or operated by us, or if
the contamination was caused by third parties during or prior to our ownership or operation of the
property. Given the nature of our operations (which involve the use of petroleum products, solvents
and other hazardous substances for fueling and maintaining our equipment and vehicles), there can
be no assurance that prior site assessments or investigations have identified all potential
instances of soil or groundwater contamination. Future events, such as changes in existing laws or
policies or their enforcement, or the discovery of currently unknown contamination, may give rise
to additional remediation liabilities which may be material.
Hurricanes or other adverse weather events could negatively affect our local economies or disrupt
our operations, which could have an adverse effect on our business or results of operations.
Our market areas in the southeastern United States are susceptible to hurricanes. Such weather
events can disrupt our operations, result in damage to our properties and negatively affect the
local economies in which we operate. In late summer 2005, Hurricane Katrina and Hurricane Rita
struck the Gulf Coast region of the United States and caused extensive and catastrophic physical
damage to those areas. While Hurricane Katrina and Hurricane Rita did not have a material adverse
effect on our business or results of operations, future hurricanes could affect our operations or
the economies in those market areas and result in damage to certain of our facilities and the
equipment located at such facilities, or equipment on rent with customers in those areas. Our
business or results of operations may be adversely affected by these and other negative effects of
future hurricanes or other adverse weather events.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
As of March 3, 2008, we had a network of 63 full-service facilities, serving approximately
31,200 customers across 21 states in the West Coast, Intermountain, Southwest, Gulf Coast,
Southeast and Mid-Atlantic regions of the United States.
In our facilities, we rent, display and sell equipment, including tools and supplies, and
provide maintenance and basic repair work. We own 7 of our locations and lease 56 locations. Our
leases typically provide for varying terms and renewal options. The number of multiple branch
locations in each city is indicated by parentheses. The following table provides data on our
locations:
18
|
|
|
|
|
|
|
City/State |
|
Leased/Owned |
|
City/State |
|
Leased/Owned |
Alabama
|
|
|
|
Mississippi |
|
|
Birmingham
|
|
Leased
|
|
Jackson
|
|
Leased |
Arizona
|
|
|
|
Montana |
|
|
Phoenix
|
|
Leased
|
|
Billings
|
|
Leased |
Tucson
|
|
Leased
|
|
Belgrade
|
|
Leased |
Arkansas
|
|
|
|
Missoula
|
|
Leased |
Little Rock
|
|
Owned
|
|
New Mexico |
|
|
Springdale
|
|
Owned
|
|
Albuquerque
|
|
Leased |
California
|
|
|
|
Nevada |
|
|
Bakersfield
|
|
Leased
|
|
Las Vegas
|
|
Leased |
La Mirada
|
|
Leased
|
|
Reno
|
|
Leased |
San Diego
|
|
Leased
|
|
North Carolina |
|
|
Santa Fe Springs
|
|
Owned
|
|
Arden
|
|
Leased |
Fontana
|
|
Leased
|
|
Charlotte(2)
|
|
Leased(2) |
Colorado
|
|
|
|
Raleigh
|
|
Leased |
Denver
|
|
Leased
|
|
Winston-Salem
|
|
Leased |
Colorado Springs
|
|
Leased
|
|
Oklahoma |
|
|
Florida
|
|
|
|
Oklahoma City
|
|
Leased |
Fort Myers
|
|
Leased
|
|
Tulsa
|
|
Leased |
Fort Pierce
|
|
Leased
|
|
South Carolina |
|
|
Jacksonville
|
|
Leased
|
|
Charleston
|
|
Leased |
Orlando
|
|
Leased
|
|
Columbia
|
|
Leased |
Pompano Beach
|
|
Leased
|
|
Greenville
|
|
Leased |
Tampa
|
|
Leased
|
|
Tennessee |
|
|
Georgia
|
|
|
|
Memphis
|
|
Leased |
Atlanta
|
|
Leased
|
|
Texas |
|
|
Idaho
|
|
|
|
Austin
|
|
Leased |
Boise
|
|
Leased
|
|
Corpus Christi
|
|
Leased |
Coeur DAlene
|
|
Leased
|
|
Dallas(2)
|
|
Leased(2) |
Louisiana
|
|
|
|
Houston(2)
|
|
Leased(2) |
Alexandria
|
|
Leased
|
|
San Antonio
|
|
Owned |
Baton Rouge
|
|
Leased
|
|
Utah |
|
|
Belle Chasse
|
|
Leased
|
|
Ogden
|
|
Leased |
Gonzales
|
|
Leased
|
|
Salt Lake City
|
|
Leased |
Kenner
|
|
Leased
|
|
St. George
|
|
Leased |
Lafayette
|
|
Leased
|
|
Virginia |
|
|
Lake Charles
|
|
Leased
|
|
Norfolk
|
|
Leased |
Shreveport(2)
|
|
Leased(2)
|
|
Richmond
|
|
Owned |
Maryland
|
|
|
|
Roanoke
|
|
Owned |
Baltimore
|
|
Owned
|
|
Warrenton
|
|
Leased |
Each facility location has a branch manager who is responsible for day-to-day operations. In
addition, branch operating facilities are typically staffed with approximately 5 to 140 people, who
may include technicians, salespeople, rental operations staff and parts specialists. While facility
offices are typically open five days a week, we provide 24 hour, seven day per week service.
Our corporate headquarters employs approximately 190 people. Our corporate headquarters are
located in Baton Rouge, Louisiana, where we occupy approximately 22,400 square feet under a lease
that extends until February 28, 2011. We believe that our existing facilities will be sufficient
for the conduct of our business during the next fiscal year.
19
Item 3. Legal Proceedings
From time to time, we are party to various legal actions in the normal course of our business.
We believe that we are not party to any litigation, that, if adversely determined, would have a
material adverse effect on our business, financial condition, result of operations or cash flows.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of our security holders during the fourth quarter of 2007.
PART II
|
|
|
Item 5. |
|
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities. |
Market Information
Our common stock, par value $0.01 per share, trades on the Nasdaq Global Market (Nasdaq)
under the symbol HEES. The following table sets forth, for the quarterly periods indicated, the
high and low sale prices per share for our common stock as reported by Nasdaq for our years ended
December 31, 2006 and 2007. In connection with our initial public offering in 2006, our common
stock was priced for initial sale on January 31, 2006. There was no established public trading
market for our common stock prior to that date.
|
|
|
|
|
|
|
|
|
|
|
High |
|
Low |
Year ended December 31, 2006 |
|
|
|
|
|
|
|
|
First quarter (beginning January 31,
2006) |
|
$ |
29.90 |
|
|
$ |
20.25 |
|
Second quarter |
|
|
42.05 |
|
|
|
23.20 |
|
Third quarter |
|
|
31.73 |
|
|
|
22.39 |
|
Fourth quarter |
|
|
27.63 |
|
|
|
22.82 |
|
Year ended December 31, 2007 |
|
|
|
|
|
|
|
|
First quarter |
|
$ |
27.61 |
|
|
$ |
21.30 |
|
Second quarter |
|
|
27.74 |
|
|
|
20.33 |
|
Third quarter |
|
|
30.47 |
|
|
|
16.59 |
|
Fourth quarter |
|
|
19.97 |
|
|
|
15.12 |
|
Holders
On March 3, 2008, we had 44 stockholders of record of our common stock.
Dividends
We have never paid or declared any dividends on our common stock and do not anticipate paying
any dividends on our common stock in the foreseeable future. Any future determination relating to
our dividend policy will be made at the discretion of our board of directors and will depend on,
among other things, our results of operations, financial conditions, cash requirements, contractual
restrictions and other factors that our board of directors may deem relevant. In addition, our
ability to declare and pay dividends is restricted by covenants in our senior secured credit
facility and the indentures governing our senior unsecured notes and may be further limited by
instruments governing future outstanding indebtedness we or our subsidiaries may incur.
Securities Authorized for Issuance Under Equity Compensation Plans.
For certain information concerning securities authorized for issuance under our equity
compensation plan, see Item 12 Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
20
Performance Graph
The Performance Graph below compares the cumulative total stockholder return on H&E Equipment
Services, Inc. common stock for the period January 31, 2006, the date our initial public offering
was priced for initial sale, through and including December 31, 2007, with the cumulative return of
(1) the Russell 2000 Index; (2) a former peer group selected by us in our Annual Report on Form
10-K for the year ended December 31, 2006; and (3) a current peer group selected by us. We have
elected to modify our former peer group because we believe the current peer group is more
reflective of our business and provides a broader comparison group for stock performance.
The former peer group consisted of only one company United Rentals, Inc. The companies in
the current peer group include United Rentals, Inc., RSC Holdings, Inc., Hertz Global Holdings,
Inc., Toromont Industries, Ltd., Finning International, Inc., and The Ashtead Group, PLC. RSC
Holdings, Inc. is included in the current peer group beginning on May 23, 2007, the date its
initial public offering was priced for initial sale.
The Performance Graph comparison assumes $100 was invested in our common stock on January 31,
2006 and in each of the indices. Dividend reinvestment has been assumed and returns have been
weighted to reflect relative stock market capitalization. No cash dividends have been declared on
our common stock. The stock performance shown on the graph below is not necessarily indicative of
future price performance.
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/31/06 |
|
3/31/06 |
|
6/30/06 |
|
9/30/06 |
|
12/31/06 |
|
3/31/07 |
|
6/30/07 |
|
9/30/07 |
|
12/31/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H&E Equipment Services, Inc. |
|
$ |
100.00 |
|
|
$ |
161.78 |
|
|
$ |
163.61 |
|
|
$ |
135.50 |
|
|
$ |
137.61 |
|
|
$ |
119.44 |
|
|
$ |
154.11 |
|
|
$ |
99.89 |
|
|
$ |
104.89 |
|
Russell 2000 Index |
|
|
100.00 |
|
|
|
104.56 |
|
|
|
99.31 |
|
|
|
99.75 |
|
|
|
108.63 |
|
|
|
110.74 |
|
|
|
115.63 |
|
|
|
112.05 |
|
|
|
106.93 |
|
Current Peer Group |
|
|
100.00 |
|
|
|
106.17 |
|
|
|
101.26 |
|
|
|
91.93 |
|
|
|
106.14 |
|
|
|
124.28 |
|
|
|
142.99 |
|
|
|
134.37 |
|
|
|
106.03 |
|
Former Peer Group |
|
|
100.00 |
|
|
|
117.71 |
|
|
|
109.11 |
|
|
|
79.32 |
|
|
|
86.76 |
|
|
|
93.82 |
|
|
|
111.02 |
|
|
|
109.76 |
|
|
|
62.64 |
|
22
Issuer Purchases of Equity Securities.
The following table provides information with respect to purchases we made of our common stock
during the year ended December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Approximate |
|
|
|
|
|
|
|
|
|
|
|
Purchased |
|
|
Dollar Value |
|
|
|
Total |
|
|
|
|
|
|
as Part of |
|
|
That May Yet |
|
|
|
Number of |
|
|
Average |
|
|
Publicly |
|
|
Be Purchased |
|
|
|
Shares |
|
|
Price Paid |
|
|
Announced |
|
|
Under the |
|
|
|
Purchased |
|
|
per Share |
|
|
Program(1) |
|
|
Program(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 5, 2007 through December 31, 2007 |
|
|
708,491 |
|
|
$ |
18.27 |
|
|
|
708,491 |
|
|
$ |
87,059,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
708,491 |
|
|
$ |
18.27 |
|
|
|
708,491 |
|
|
$ |
87,059,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
On November 8, 2007, our Board of Directors authorized a stock repurchase program,
under which the Company may purchase, from time to time, in open market transactions at
prevailing prices or through privately negotiated transactions as conditions permit, up to
$100 million of the Companys outstanding common stock. The repurchase program is expected
to continue until December 31, 2008 unless extended or shortened by the Board of Directors.
We expect to fund the repurchases of the Companys common stock with working capital
and/or borrowings under our existing senior secured credit facility. |
Subsequent
to December 31, 2007, and as of March 3, 2008, we had
repurchased an additional 972,790 shares of our common stock
totaling approximately $15.8 million under the stock repurchase
program.
Item 6. Selected Financial Data
The following table sets forth our selected historical consolidated financial data as of the
dates and for the periods indicated. The selected historical consolidated financial data as of and
for the years ended December 31, 2007, 2006 and 2005 have been derived from our audited
consolidated financial statements included elsewhere in this Annual Report on Form 10-K. The
selected historical consolidated financial data as of and for the years ended December 31, 2004 and
2003 have been derived from our audited consolidated financial information not included herein. Our
historical results are not necessarily indicative of future performance or results of operations.
You should read the consolidated historical financial data together with our consolidated financial
statements and related notes included in Item 8 of this Annual Report on Form 10-K and with Item
7Managements Discussion and Analysis of Financial Condition and Results of Operations.
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, |
|
|
|
2007(1) |
|
|
2006(2) |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
|
|
|
|
|
(Amounts in thousands, except per share amounts) |
|
|
|
|
|
Statement of income data(3): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
286,573 |
|
|
$ |
251,374 |
|
|
$ |
190,794 |
|
|
$ |
160,342 |
|
|
$ |
153,851 |
|
New equipment sales |
|
|
355,178 |
|
|
|
241,281 |
|
|
|
156,341 |
|
|
|
116,907 |
|
|
|
81,692 |
|
Used equipment sales |
|
|
148,742 |
|
|
|
133,897 |
|
|
|
111,139 |
|
|
|
84,999 |
|
|
|
70,926 |
|
Parts sales |
|
|
102,300 |
|
|
|
82,106 |
|
|
|
70,066 |
|
|
|
58,014 |
|
|
|
53,658 |
|
Services revenues |
|
|
64,050 |
|
|
|
53,699 |
|
|
|
41,485 |
|
|
|
33,696 |
|
|
|
33,349 |
|
Other |
|
|
46,291 |
|
|
|
42,012 |
|
|
|
30,385 |
|
|
|
24,214 |
|
|
|
20,510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
1,003,134 |
|
|
|
804,369 |
|
|
|
600,210 |
|
|
|
478,172 |
|
|
|
413,986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental depreciation |
|
|
94,211 |
|
|
|
78,159 |
|
|
|
54,534 |
|
|
|
49,590 |
|
|
|
55,244 |
|
Rental expense |
|
|
45,374 |
|
|
|
40,582 |
|
|
|
47,027 |
|
|
|
50,666 |
|
|
|
49,696 |
|
New equipment sales |
|
|
307,897 |
|
|
|
211,158 |
|
|
|
137,169 |
|
|
|
104,111 |
|
|
|
73,228 |
|
Used equipment sales |
|
|
112,351 |
|
|
|
97,765 |
|
|
|
84,696 |
|
|
|
67,906 |
|
|
|
58,145 |
|
Parts sales |
|
|
71,791 |
|
|
|
57,909 |
|
|
|
49,615 |
|
|
|
41,500 |
|
|
|
39,086 |
|
Services revenues |
|
|
23,076 |
|
|
|
19,206 |
|
|
|
15,417 |
|
|
|
12,865 |
|
|
|
13,043 |
|
Other |
|
|
42,394 |
|
|
|
36,409 |
|
|
|
30,151 |
|
|
|
28,246 |
|
|
|
26,433 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues |
|
|
697,094 |
|
|
|
541,188 |
|
|
|
418,609 |
|
|
|
354,884 |
|
|
|
314,875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
|
146,988 |
|
|
|
132,633 |
|
|
|
89,233 |
|
|
|
60,086 |
|
|
|
48,911 |
|
New equipment sales |
|
|
47,281 |
|
|
|
30,123 |
|
|
|
19,172 |
|
|
|
12,796 |
|
|
|
8,464 |
|
Used equipment sales |
|
|
36,391 |
|
|
|
36,132 |
|
|
|
26,443 |
|
|
|
17,093 |
|
|
|
12,781 |
|
Parts sales |
|
|
30,509 |
|
|
|
24,197 |
|
|
|
20,451 |
|
|
|
16,514 |
|
|
|
14,572 |
|
Services revenues |
|
|
40,974 |
|
|
|
34,493 |
|
|
|
26,068 |
|
|
|
20,831 |
|
|
|
20,306 |
|
Other |
|
|
3,897 |
|
|
|
5,603 |
|
|
|
234 |
|
|
|
(4,032 |
) |
|
|
(5,923 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross profit |
|
|
306,040 |
|
|
|
263,181 |
|
|
|
181,601 |
|
|
|
123,288 |
|
|
|
99,111 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses(4) |
|
|
165,048 |
|
|
|
143,615 |
|
|
|
111,409 |
|
|
|
97,525 |
|
|
|
93,054 |
|
Loss from litigation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,434 |
|
Related party expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,275 |
|
Gain on sales of property and equipment |
|
|
469 |
|
|
|
479 |
|
|
|
91 |
|
|
|
207 |
|
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
|
141,461 |
|
|
|
120,045 |
|
|
|
70,283 |
|
|
|
25,970 |
|
|
|
(12,572 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense(5) |
|
|
(36,771 |
) |
|
|
(37,684 |
) |
|
|
(41,822 |
) |
|
|
(39,856 |
) |
|
|
(39,394 |
) |
Loss on early extinguishment of debt(6) |
|
|
(320 |
) |
|
|
(40,771 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Other, net |
|
|
1,045 |
|
|
|
818 |
|
|
|
372 |
|
|
|
149 |
|
|
|
221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expense, net |
|
|
(36,046 |
) |
|
|
(77,637 |
) |
|
|
(41,450 |
) |
|
|
(39,707 |
) |
|
|
(39,173 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
105,415 |
|
|
|
42,408 |
|
|
|
28,833 |
|
|
|
(13,737 |
) |
|
|
(51,745 |
) |
Income tax provision (benefit) |
|
|
40,789 |
|
|
|
9,694 |
|
|
|
673 |
|
|
|
|
|
|
|
(5,694 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
64,626 |
|
|
$ |
32,714 |
|
|
$ |
28,160 |
|
|
$ |
(13,737 |
) |
|
$ |
(46,051 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
1.70 |
|
|
$ |
0.89 |
|
|
$ |
1.10 |
|
|
$ |
(0.54 |
) |
|
$ |
(1.81 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
1.70 |
|
|
$ |
0.88 |
|
|
$ |
1.10 |
|
|
$ |
(0.54 |
) |
|
$ |
(1.81 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding (7): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
38,065 |
|
|
|
36,933 |
|
|
|
25,492 |
|
|
|
25,492 |
|
|
|
25,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
38,065 |
|
|
|
36,982 |
|
|
|
25,492 |
|
|
|
25,492 |
|
|
|
25,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, |
|
|
2007(1) |
|
2006(2) |
|
2005 |
|
2004 |
|
2003 |
|
|
|
|
|
|
(Amounts in thousands) |
|
|
|
|
|
|
|
|
Other financial data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization(8) |
|
$ |
104,281 |
|
|
$ |
85,122 |
|
|
$ |
59,860 |
|
|
$ |
53,527 |
|
|
$ |
59,159 |
|
Statement of cash flows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
104,094 |
|
|
|
117,729 |
|
|
|
35,904 |
|
|
|
5,639 |
|
|
|
19,344 |
|
Net cash provided by (used in) investing
activities |
|
|
(188,647 |
) |
|
|
(191,988 |
) |
|
|
(83,075 |
) |
|
|
(11,753 |
) |
|
|
20,908 |
|
Net cash provided by (used in) financing
activities |
|
|
90,012 |
|
|
|
77,935 |
|
|
|
49,440 |
|
|
|
5,581 |
|
|
|
(39,759 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
2007(1) |
|
2006(2) |
|
2005 |
|
2004 |
|
2003 |
|
|
|
|
|
|
|
|
|
(Amounts in thousands) |
|
|
|
|
|
|
|
|
Balance sheet data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
14,762 |
|
|
$ |
9,303 |
|
|
$ |
5,627 |
|
|
$ |
3,358 |
|
|
$ |
3,891 |
|
Rental equipment, net |
|
|
577,628 |
|
|
|
440,454 |
|
|
|
308,036 |
|
|
|
243,630 |
|
|
|
261,154 |
|
Goodwill |
|
|
54,731 |
|
|
|
30,573 |
|
|
|
8,572 |
|
|
|
8,572 |
|
|
|
8,572 |
|
Deferred financing costs, net |
|
|
8,628 |
|
|
|
9,296 |
|
|
|
8,104 |
|
|
|
10,077 |
|
|
|
11,235 |
|
Intangible assets, net |
|
|
10,642 |
|
|
|
34 |
|
|
|
80 |
|
|
|
174 |
|
|
|
|
|
Total assets |
|
|
1,012,853 |
|
|
|
759,942 |
|
|
|
530,697 |
|
|
|
408,669 |
|
|
|
409,393 |
|
Total debt(9) |
|
|
374,951 |
|
|
|
265,965 |
|
|
|
349,902 |
|
|
|
299,392 |
|
|
|
292,042 |
|
Stockholders Equity/Members (Deficit) |
|
|
288,078 |
|
|
|
235,584 |
|
|
|
(5,140 |
) |
|
|
(33,300 |
) |
|
|
(19,563 |
) |
|
|
|
(1) |
|
Our operating results for the year ended December 31, 2007 include the operating
results of J.W. Burress, Incorporated (Burress) since the date of acquisition, September 1,
2007. |
|
(2) |
|
Our operating results for the year ended December 31, 2006 include the operating
results of Eagle High Reach Equipment, Inc. and Eagle High Reach Equipment, LLC (collectively
Eagle) since the date of acquisition, February 28, 2006. |
|
(3) |
|
See note 21 to the 2007 consolidated financial statements discussing segment information. |
|
(4) |
|
As more fully described in note 2 to the consolidated financial statements,
effective January 1, 2006, we adopted the provisions of SFAS 123(R), Share-Based Payment.
Share-based compensation expense included in selling, general and administrative expenses for
the years ended December 31, 2007 and 2006 totaled $1.3 million and $1.0 million,
respectively. |
|
(5) |
|
Interest expense is comprised of cash-pay interest (interest recorded on debt and
other obligations requiring periodic cash payments) and non-cash pay interest. |
|
(6) |
|
On August 4, 2006, we used the net proceeds from the issuance of our senior unsecured
notes, together with cash on hand and borrowings under our senior secured credit facility, to
purchase $195.5 million in aggregate principal amount of the senior secured notes
(representing approximately 97.8% of the previously outstanding senior secured notes), and the
$53.0 million in aggregate principal amount of the senior subordinated notes (representing
100% of the previously outstanding senior secured notes). In connection with these
transactions, we recorded a loss on the early extinguishment of debt of approximately $40.8
million. Subsequently, on July 31, 2007, we redeemed with available cash on hand, all of our
remaining $4.5 million in aggregate principal amount outstanding of the senior secured notes.
In connection with the transaction, we recorded a loss on the early extinguishment of debt of
approximately $0.3 million. See also note 12 to the consolidated financial statements for
further information on these transactions. |
25
|
|
|
(7) |
|
In calculating shares of common stock outstanding, we give retroactive effect to the
completion of the Reorganization Transactions as if the Reorganization Transactions had
occurred as of the beginning of the earliest year presented with respect to statement of
income data. |
|
(8) |
|
Excludes amortization of loan discounts and deferred financing costs included in
interest expense. |
|
(9) |
|
Total debt represents the amounts outstanding, as applicable for the periods
presented, under the senior secured credit facility, senior secured notes, senior subordinated
notes, senior unsecured notes, notes payable and capital leases. |
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Selected Financial Data and
our consolidated financial statements and the accompanying notes thereto included elsewhere herein.
The following discussion contains, in addition to historical information, forward-looking
statements that include risks and uncertainties. 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 1ARisk Factors of this Annual Report on Form 10-K.
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 service support
for four core categories of specialized equipment: (1) hi-lift or aerial 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 service operations.
As of March 3, 2008, we operated 63 full-service facilities throughout the Intermountain,
Southwest, Gulf Coast, West Coast, Southeast and Mid-Atlantic regions of the United States,
including the 12 facilities we acquired in the Burress acquisition (see note 4 to the consolidated
financial statements for further information on the Burress acquisition). 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 at 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 47 years. H&E Equipment Services L.L.C. (H&E LLC) was formed in June 2002 through
the business combination of Head & Engquist, a wholly-owned subsidiary of Gulf Wide, and 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.
In connection with our initial public offering in February 2006, we converted H&E LLC into H&E
Equipment Services, Inc. Prior to our initial public offering, our business was conducted through
H&E LLC. 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, and
26
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 us (H&E Equipment Services, Inc.),
with us surviving the reincorporation merger as the operating company. Effective February 3, 2006,
H&E LLC and Holdings no longer existed under operation of law pursuant to the merger reincorporation. See note 3 to the consolidated financial statements for
further information on our initial public offering.
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 an extremely 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 (equipment usage based on customer demand), rental rate trends and
targets, and equipment demand 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 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 service 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
manufacturers 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.
You can read more about our business segments under Item 1Business and in note 21 of the
consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
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 year end December 31, 2007, approximately 28.6% of our total
revenues were attributable to equipment rentals, 35.4% of our total revenues were attributable to
new equipment sales, 14.8% were attributable to used equipment sales, 10.2% were attributable to
parts sales, 6.4% were attributable to our service revenues and 4.6% were attributable to
non-segmented other revenues.
27
|
|
|
Revenue by Segment
($ in millions)
|
|
Gross Profit by Segment
($ in millions) |
|
|
|
|
|
|
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 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. Revenues from equipment rentals depend on rental rates. Because rental rates
are impacted by competition in specific regions and markets, we continuously monitor and adjust
rental rates. Equipment rental revenue is also impacted by the availability of equipment and by
time utilization (equipment usage based on customer demand). We generate reports on, among other
things, time utilization, demand pricing (rental rate pricing based on physical utilization),
and rental rate trends on a piece-by-piece basis for our rental fleet. We recognize revenues
from equipment rentals in the period earned on a straight-line basis, over the contract term,
regardless of the timing of 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
service 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 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 a profitable
distribution channel for disposal of rental equipment. We
28
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 less sensitive to the economic cycles that 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
collectiblity is reasonably assured.
Non-Segmented Revenues. Our non-segmented other revenue consists of billings to customers for
equipment support and activities including: transportation, hauling, parts freight and loss
damage waiver charges. We recognize non-segmented other revenues at the time of billing and
after 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 fiscal year ended
December 31, 2007, our total cost of revenues was approximately $697.1 million. Our operating
expenses consist principally of selling, general and administrative expenses. For the fiscal year
ended December 31, 2007, our selling, general and administrative expenses were approximately $165.0
million. In addition, we have interest expense related to our debt instruments. We are also subject
to federal and state income taxes. 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.
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.
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, equipment operating lease expense 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.
29
Services Support. Cost of services revenues represent 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 expenses (SG&A) include sales and marketing
expenses, payroll and related benefit costs, insurance expenses, professional fees, property and
other taxes, administrative overhead, depreciation associated with property and equipment (other
than rental equipment) and amortization expense associated with the intangible assets acquired in
the Burress acquisition (see note 4 to the consolidated financial statements for further
information on the Burress acquisition). 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 indebtedness outstanding under our senior secured credit facility, senior
secured notes due 2012, senior subordinated notes due 2013, senior unsecured notes due 2016, notes
payable and our capital lease obligation. See Refinancing below as well as note 12 to the
consolidated financial statements for further information on the issuance of our senior unsecured
notes and the redemption of our senior secured notes and senior subordinated notes. Interest
expense also includes non-cash interest expense related to the amortization cost of (1) deferred
financing costs and (2) original issue discount accretion related to our senior secured notes and
senior subordinated notes for the respective periods those debt instruments were outstanding.
Refinancing
On August 4, 2006, we completed a cash tender offer and consent solicitation for our 11 1/8%
senior secured notes due 2012 and 12 1/2% senior subordinated notes due 2013 (collectively, the
Notes). Additionally, we completed the closing of our private offering of $250.0 million
aggregate principal amount of our 8 3/8% senior unsecured notes due 2016 (the New Notes).
Net proceeds to us, after deducting underwriting commissions, totaled approximately $245.3
million. We used the net proceeds of the offering of the New Notes, together with cash on hand and
borrowings under our existing senior secured credit facility, to purchase $195.5 million in
aggregate principal amount of the senior secured notes (representing approximately 97.8% of the
previously outstanding senior secured notes), and the $53.0 million in aggregate principal amount
of the senior subordinated notes (representing 100% of the previously outstanding senior
subordinated notes) that were validly tendered pursuant to the tender offer and consent
solicitation. The New Notes were issued at par and require semiannual interest payments on January
15th and July 15th of each year, which began on January 15, 2007. No
principal payments are due until maturity (January 15, 2016). The remaining $4.5 million in
aggregate principal amount of the outstanding senior secured notes were subsequently redeemed on
July 31, 2007. Also see note 12 to the consolidated financial statements for further information.
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
our revolving senior secured credit facility as the primary sources of funds to purchase our
inventory and to fund working capital and capital expenditures.
30
Rental Fleet
A significant portion of our overall value is in our rental fleet equipment. Our rental fleet
as of December 31, 2007, consisted of 20,079 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 $803.2 million. As of December 31, 2007, our rental fleet composition was
as follows (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of |
|
|
Original |
|
|
% of Original |
|
|
Average |
|
|
|
|
|
|
|
Total |
|
|
Acquisition |
|
|
Acquisition |
|
|
Age in |
|
|
|
Units |
|
|
Units |
|
|
Cost |
|
|
Cost |
|
|
Months |
|
Hi-Lift or Aerial Work Platforms |
|
|
14,486 |
|
|
|
72 |
% |
|
$ |
476.9 |
|
|
|
60 |
% |
|
|
36.2 |
|
Cranes |
|
|
501 |
|
|
|
3 |
% |
|
|
96.6 |
|
|
|
12 |
% |
|
|
29.9 |
|
Earthmoving |
|
|
1,611 |
|
|
|
8 |
% |
|
|
155.6 |
|
|
|
19 |
% |
|
|
17.5 |
|
Industrial Lift Trucks |
|
|
1,455 |
|
|
|
7 |
% |
|
|
42.1 |
|
|
|
5 |
% |
|
|
24.7 |
|
Other |
|
|
2,026 |
|
|
|
10 |
% |
|
|
32.0 |
|
|
|
4 |
% |
|
|
17.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
20,079 |
|
|
|
100 |
% |
|
$ |
803.2 |
|
|
|
100 |
% |
|
|
31.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Determining the optimal age and mix for our rental fleet equipment is subjective and requires
considerable estimates and judgements 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. On average, we decreased the average age of our rental fleet
equipment by approximately 7.2 months during the year ended December 31, 2007, exclusive of the
acquired Burress fleet. When combined with the acquired Burress fleet, we decreased the average
age of our rental fleet equipment by approximately 7.6 months. The average age of the acquired
Burress fleet on September 1, 2007, the acquisition date, was approximately 21.5 months. Since the
acquisition of Burress, we also have de-aged the Burress fleet approximately 4.1 months as
of December 31, 2007. The original acquisition cost of our overall gross rental fleet increased,
through the normal course of business activities, by approximately $77.3 million during the year
ended December 31, 2007, exclusive of Burress, and $148.0 million when combined with the acquired
Burress fleet. We acquired on September 1, 2007, approximately $75.7 million of gross rental fleet
in the Burress acquisition. Our average rental rates for the year ended December 31, 2007 were
0.7% lower than the comparative year ended December 31, 2006. The rental equipment mix among our
four core product lines remained consistent with that of prior year comparable period as a
percentage of total units available for rent. As a percentage of original acquisition cost,
earthmoving equipment increased approximately 7.3% while hi-lift or aerial work platform equipment
decreased 6.9% over the comparable periods, reflecting the predominance of earthmoving equipment in
the Burress rental fleet. As a result of our in-house service capabilities and extensive
maintenance program, we believe our rental fleet is well-maintained.
The mix and age of our rental fleet, as well as our cash flows, are impacted by the normal
sales of equipment from the rental fleet 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.
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 1ARisk Factors in this Annual Report on Form 10-K.
|
|
|
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. |
31
|
|
|
Economic downturns. The demand for our products is dependent on the general economy, the
industries in which our customers operate or serve, and other factors. Downturns in the
general economy or in the construction and manufacturing industries can cause demand for
our products to materially decrease. |
|
|
|
|
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. The adverse weather also has a seasonal impact in parts of our
Intermountain region, primarily in the winter months. |
We believe that our integrated business tempers the effects of downturns in a particular
segment. For a discussion of seasonality, see Seasonality below.
Critical Accounting Policies and Estimates
We prepare our consolidated financial statements in accordance with accounting principles
generally accepted in the United States of America. The application of many accounting principles
requires us to make assumptions, estimates and/or judgments that affect the reported amounts of
assets, liabilities, revenues and expenses in our consolidated financial statements. We base our
estimates and judgments on historical experience and other assumptions that we believe are
reasonable under the circumstances. These assumptions, estimates and/or judgments, however, are
often subjective and they and our actual results may change based on changing circumstances or
changes in our analyses. If actual amounts are ultimately different from our estimates, the
revisions are included in our results of operations for the period in which the actual amounts
first become known. We believe the following critical accounting policies could potentially produce
materially different results if we were to change underlying assumptions, estimates and/or
judgments. See also note 2 to our consolidated financial statements for a summary of our
significant accounting policies.
Revenue Recognition. Our revenue recognition policies vary by reporting segment. Our policy is
to 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. A rental contract term can be
daily, weekly or monthly. Because the term of the contracts can extend across financial reporting
periods, we record unbilled rental revenue and deferred rental revenue at the end of reporting
periods so rental revenue earned is appropriately reported in the periods presented. We recognize
revenue from new equipment sales, used equipment sales and 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. We recognize services revenues at the time services are
rendered. We recognize other revenues for support services at the time we generate an invoice
including the charge for such completed services.
Allowance for Doubtful Accounts. We maintain an allowance for doubtful accounts that reflects
our estimate of the amount of our receivables that we will be unable to collect. We develop our
estimate of this allowance based on our historical experience with specific customers, our
understanding of our current economic circumstances and our own judgement as to the likihood of
ultimate payment. Our largest exposure to doubtful accounts is in our rental operations. We
perform credit evaluations of customers and establish credit limits based on reviews of customer
current credit information and payment histories. We believe our credit risk is mitigated by our
geographically diverse customer base and our credit evaluation procedures. During the year, we
write-off customer account balances when we have exhausted reasonable collection efforts and
determined that the likelihood of collection is remote. Such write-offs are charged against our
allowance for doubtful accounts. In the past five years, our write-offs have averaged
approximately 0.25% of total annual rental revenues. The actual rate of future credit losses,
however, may not be similar to past experience. Our estimate of doubtful accounts could change
based on changing circumstances, including changes in the economy or in the particular
circumstances of individual customers. Accordingly, we may be required to increase or decrease our
allowance for doubtful accounts.
Useful Lives of Rental Equipment and Property and Equipment. We depreciate rental equipment
and property and equipment over their estimated useful lives (generally three to ten years), after
giving effect to an estimated salvage value ranging from 0% to 25% of cost. The useful life of
rental equipment is determined based
32
on our estimate of the period the asset will generate
revenues, and the salvage value is determined based on our estimate of the minimum value we could
realize from the asset after such period. We routinely review the assumptions utilized in computing
rates of depreciation. We may be required to change these estimates based on changes in our
industry or other changing circumstances. If these estimates change in the future, we may be
required to recognize increased or decreased depreciation expense for these assets.
The amount of depreciation expense we record is highly dependent upon the estimated useful
lives and the salvage values assigned to each category of rental equipment. Generally, we assign
estimated useful lives to our rental fleet ranging from a three-year life, five-year life with a
25% salvage value, seven-year life and a ten-year life. Depreciation expense on the rental fleet
for the year ended December 31, 2007 was $94.2 million. For the year ended December 31, 2007, the
estimated impact of a change in estimated useful lives for each category of equipment by two years
was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hi-Lift or |
|
|
|
|
|
|
|
|
|
Industrial |
|
|
|
|
|
|
Aerial Work |
|
|
|
|
|
Earth- |
|
Lift |
|
|
|
|
|
|
Platforms |
|
Cranes |
|
moving |
|
Trucks |
|
Other |
|
Total |
|
|
|
|
|
|
|
|
|
|
($ in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
Impact of 2-year change in useful life
on results of operations for the year
ended December 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense for the year ended
December 31, 2007 |
|
$ |
49.7 |
|
|
$ |
12.2 |
|
|
$ |
20.1 |
|
|
$ |
6.7 |
|
|
$ |
5.5 |
|
|
$ |
94.2 |
|
Increase of 2 years in useful life |
|
|
39.7 |
|
|
|
8.0 |
|
|
|
16.7 |
|
|
|
4.7 |
|
|
|
6.4 |
|
|
|
75.5 |
|
Decrease of 2 years in useful life |
|
|
59.6 |
|
|
|
12.1 |
|
|
|
38.9 |
|
|
|
8.4 |
|
|
|
32.0 |
|
|
|
151.0 |
|
For purposes of the sensitivity analysis above, we elected not to decrease the lives of other
equipment, which are primarily three year estimated useful life assets; rather, we have held the
depreciation expense constant at our actual amount. We believe that decreasing the life of the
other equipment by two years is an unreasonable estimate and would potentially lead to the decision
to expense, rather than capitalize, a significant portion of the subject asset class. As noted in
this sensitivity table, in general terms, a one-year increase in the estimated life across all
classes of our rental equipment will give rise to an approximate decrease in our annual
depreciation expense of $0.9 million. Additionally, a one-year decrease in the estimated life
across all classes of our rental equipment will give rise to an approximate increase in our annual
depreciation expense of $2.8 million.
As previously mentioned, another significant assumption used in our calculation of
depreciation expense is the estimated salvage value assigned to our earthmoving equipment. Based
on our recent experience, we have used a 25% factor of the equipments original cost to estimate
its salvage value. This factor is highly subjective and subject to change upon future actual
results at the time we dispose of the equipment. A change of 5%, either increase or decrease, in
the estimated salvage value would result in a change in our annual depreciation expense of
approximately $0.8 million.
Impairment of Long-Lived Assets. Long-lived assets are recorded at the lower of amortized cost
or, if there is an impairment, at fair value. We review long-lived assets and certain identifiable
intangibles for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be
generated by the asset over its estimated remaining useful life. If such assets are considered to
be impaired, the impairment to be recognized is measured by the amount by which the carrying amount
of the assets exceeds the fair value of the assets. We must make estimates and assumptions when
applying the undiscounted cash flow analysis. These estimates and assumptions may prove to be
inaccurate due to factors such as changes in economic conditions, changes in our business prospects
or other changing circumstances. If these estimates change in the future, we may be required to
recognize write-downs on our long-lived assets.
Inventories. We state our new and used equipment inventories at the lower of cost or market by
specific identification. Parts and supplies are stated on the lower of the weighted average cost or
market. We maintain
33
allowances for damaged, slow-moving and unmarketable inventory to reflect the
difference between the cost of the inventory and the estimated market value. Changes in product
demand may affect the value of inventory on hand and may require higher inventory allowances.
Uncertainties with respect to inventory valuation are inherent in the preparation of financial
statements.
Purchase Price Allocation. We have made significant acquisitions in the past and expect that
we will continue to make acquisitions on an opportunistic basis in the future to solidify our
presence in the continguous regions where we operate with an objective of increasing our revenues,
improving our profitability, entering additional attractive markets and strengthening our
competitive position. Currently, the cost of an entity acquired in a business combination includes
the purchase price and the direct costs of the business combination. We
allocate the cost of the acquired enterprise to the identifiable assets acquired and
liabilities assumed based on their respective fair values at the date of acquisition. With the
exception of goodwill, long-lived fixed assets generally represent the largest component of our
acquisitions. Typically, the long-lived fixed assets that we acquire are primarily comprised of
rental fleet equipment. Historically, virtually all of the rental equipment that we have acquired
through purchase business combinations has been classified as To be Used, rather than as To be
Sold. Equipment that we acquire and classify as To be Used is recorded at fair value, as
determined by replacement cost of such equipment. Any significant inventories of new and used
equipment acquired in the transaction are valued at fair value, less cost to sell.
In addition to long-lived fixed assets, we also acquire other assets and assume liabilities.
These other assets and liabilities typically include, but are not limited to, parts inventory,
accounts receivable, accounts payable and other working capital items. Because of their short-term
nature, the fair values of these assets and liabilities generally approximate the book values
reflected on the acquired entities balance sheets. However, when appropriate, we adjust these book
values for factors such as collectibility and existence. The intangible assets that we have
acquired consist primarily of the goodwill recognized. Goodwill is calculated as the excess of
the cost of the acquired entity over the net of the amounts assigned to the identifiable assets
acquired and the liabilities assumed. Depending upon the applicable purchase agreement and the
particular facts and circumstances of the business acquired, we may identify other intangible
assets, such as trade names or trademarks, non-compete agreements and customer-related intangibles
(specifically customer relationships). A trademark has a fair value equal to the present value of
the royalty income attributable to it. The royalty income attributable to a trademark represents
the hypothetical cost savings that are derived from owning the trademark instead of paying
royalties to license the trademark from another owner. When specifically negotiated by the parties
in the applicable purchase agreements, we base the value of non-compete agreements on the amounts
assigned to them in the purchase agreements as these amounts represent the amounts negotiated in an
arms length transaction. When not negotiated by the parties in the applicable purchase
agreements, the fair value of non-compete agreements is estimated based on an income approach since
their values are representative of the current and future revenue and profit erosion protection
they provide. Customer relationships are generally valued based on an excess earnings or income
approach with consideration to projected cash flows. We use an independent third party valuation
firm to assist us with estimating the fair values of our acquired intangible assets.
Impairment of Goodwill. We have made acquisitions in the past that included the recognition
of goodwill. Goodwill is tested for impairment annually or more frequently if triggering events
occur or other impairment indicators arise which might impair recoverability. Impairment of
goodwill is evaluated at the reporting unit level. In general, this means that we must determine
whether the fair value of our goodwill reporting units is greater than their carrying value. If
the fair value of a reporting unit is less than its carrying value, then we must calculate the
implied fair value of goodwill, which is compared to its carrying value to measure the amount of
impairment, if any. A significant decline in the projected cash flows used to determine fair value
could result in a goodwill impairment charge.
A reporting unit is defined as an operating segment (i.e. before aggregation or combination),
or one level below an operating segment (i.e. a component). A component of an operating segment is
a reporting unit if the component constitutes a business for which discrete financial information
is available and segment management regularly reviews the operating results of that component. As
further discussed in note 2 to our consolidated financial statements, we have identified six
reporting units pursuant to Statement of Financial Accounting
34
Standards No. 142, Goodwill and
Other Intangible Assets, and Statement of Financial Accounting Standards No. 131, Disclosures
about Segments of an Enterprise and Related Information, as well as other relevant accounting
guidance.
Reserves for Claims. We are exposed to various claims relating to our business, including
those for which we provide self-insurance. Claims for which we self-insure include: (1) workers
compensation claims; (2) general liability claims by third parties for injury or property damage
caused by our equipment or personnel; (3) automobile liability claims; and (4) employee health
insurance claims. These types of claims may take a substantial amount of time to resolve and,
accordingly, the ultimate liability associated with a particular claim, including claims incurred
but not reported as of a period-end reporting date, may not be known for an extended period of
time. Our methodology for developing self-insurance reserves is based on management estimates and
independent third party actuarial estimates. Our estimation process considers, among other
matters, the cost of known claims over time, cost inflation and incurred but not reported claims.
These estimates may change based
on, among other things, changes in our claim history or receipt of additional information
relevant to assessing the claims. Further, these estimates may prove to be inaccurate due to
factors such as adverse judicial determinations or other claim settlements at higher than estimated
amounts. Accordingly, we may be required to increase or decrease our reserve levels.
Income Taxes. We utilize the asset and liability approach to measuring deferred tax assets and
liabilities based on temporary differences existing at each balance sheet date using currently
enacted tax rates in accordance with Statement of Financial Accounting Standards No. 109 (SFAS
109), Accounting for Income Taxes. This standard takes into account the differences between
financial statement treatment and tax treatment of certain transactions. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are expected to be recovered or
settled. Our deferred tax calculation requires management to make certain estimates about future
operations. Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred tax assets will not
be realized. The effect of a change in tax rate is recognized as income or expense in the period
that includes the enactment date.
We are subject to ongoing tax examinations and assessments in various jurisdictions.
Accordingly, we may incur additional tax expense based on probable outcomes of such matters.
Results of Operations
The tables included in the period comparisons below provide summaries of our revenues and
gross profits for our business segments. The period-to-period comparisons of financial results are
not necessarily indicative of future results.
Our operating results for the year ended December 31, 2007 include the operating results of
Burress since the date of acquisition, September 1, 2007. Therefore, our operating results for the
year ended December 31, 2007, include only four months of Burress operations.
Our operating results for the years ended December 31, 2007 and 2006 include the operating
results of Eagle since the date of acquisition, February 28, 2006. Therefore, our operating results
for 2007 include a full twelve months of Eagles operations compared to approximately ten months
for the year ended December 31, 2006.
35
Year Ended December 31, 2007 Compared to the Year Ended December 31, 2006
Revenues.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended |
|
|
Total |
|
|
Total |
|
|
|
December 31, |
|
|
Dollar |
|
|
Percentage |
|
|
|
2007 |
|
|
2006 |
|
|
Change |
|
|
Change |
|
|
|
|
|
|
|
(in
thousands, except percentages) |
|
|
|
|
|
Segment Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
286,573 |
|
|
$ |
251,374 |
|
|
$ |
35,199 |
|
|
|
14.0 |
% |
New equipment sales |
|
|
355,178 |
|
|
|
241,281 |
|
|
|
113,897 |
|
|
|
47.2 |
% |
Used equipment sales |
|
|
148,742 |
|
|
|
133,897 |
|
|
|
14,845 |
|
|
|
11.1 |
% |
Parts sales |
|
|
102,300 |
|
|
|
82,106 |
|
|
|
20,194 |
|
|
|
24.6 |
% |
Services revenues |
|
|
64,050 |
|
|
|
53,699 |
|
|
|
10,351 |
|
|
|
19.3 |
% |
Non-Segmented revenues |
|
|
46,291 |
|
|
|
42,012 |
|
|
|
4,279 |
|
|
|
10.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
1,003,134 |
|
|
$ |
804,369 |
|
|
$ |
198,765 |
|
|
|
24.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues. Our total revenues were $1.003 billion in 2007 compared to $804.4 million in
2006, an increase of approximately $198.7 million, or 24.7%. Total revenues related to Eagle for
the years ended December 31, 2007 and 2006 were $36.8 million and $33.3 million, respectively.
Total revenues related to Burress in the current year were $42.5 million. As discussed below,
revenues increased for all reportable segments.
Equipment Rental Revenues. Our revenues from equipment rentals for the year ended December 31,
2007 increased $35.2 million, or 14.0%, to approximately $286.6 million from $251.4 million in
2006. Rental revenues increased for all four core product lines. Revenues from aerial work
platforms increased $10.9 million, cranes increased $3.9 million, earthmoving increased $13.4
million, lift trucks increased $2.7 million and other equipment rentals increased $4.3 million.
Total equipment rental revenues for the year ended December 31, 2007 and 2006 related to Eagle were
$27.6 million and $26.0 million, respectively. Total equipment rental revenues for the current year
period related to Burress were $4.9 million. The remaining increase is primarily the result of a
larger fleet size available for rent. At December 31, 2007, we had approximately 20,079 pieces of
rental fleet equipment, or 19,603 pieces of rental equipment fleet net of Burress, compared to
18,132 pieces of rental fleet equipment at December 31, 2006.
Rental equipment dollar utilization (annual rental revenues divided by the average quarterly
original rental fleet equipment costs) for the year ended December 31 was approximately 40.3% in
2007 compared to 41.1% in 2006, a decrease of 0.8%. The decrease in comparative rental equipment
dollar utilization is primarily the result of a 0.7% decrease in average rental rates for the
comparative periods and a 1.2% decrease in rental equipment time utilization (equipment usage based
on customer demand) from 69.2% in the prior year to 68.0% this year. We believe that the decrease
in rental equipment time utilization is the result of several factors. Adverse weather conditions
in the first quarter of the current year primarily in our Gulf Coast and Intermountain regions when
compared to the prior year had a negative impact on our rental equipment time utilization. Rental
revenues in the prior year first quarter also include the impact of strong demand for rental
equipment related to the rebuilding efforts in the Gulf Coast region following hurricane Katrina.
Additionally, our continued strategic focus on disposing of our older rental fleet has
impacted rental equipment time utilization. We sometimes sell such equipment in bulk packages to
international customers. During the second quarter ended June 30, 2007, the Asian markets provided
us with an outlet for the profitable disposal of significant quantities of our older aerial work
platform fleet. However, these package deals typically require a longer sales process due to
additional documentation requirements and the time needed to prepare large quantities of machines
for sale and transportation arrangements. This lag resulted in temporary softness in our rental
equipment time utilization during the second quarter of 2007 as our equipment is typically not on rental contract during this get
ready period.
Also contributing to our lower equipment time utilization in the current year period was a
softer than expected aerial work platform market in our Florida rental operations during the
current year. As a result of this market decline, we moved a portion of our Florida aerial work
platform rental fleet to other geographic areas
36
where we have operations and demand for that equipment is higher.
New Equipment Sales Revenues. Our new equipment sales for the year ended December 31, 2007
increased approximately $113.9 million, or 47.2%, to $355.2 million from $241.3 million in 2006.
Total new equipment sales revenues for the year ended December 31, 2007 and 2006 related to Eagle
were $1.1 million and $0.8 million, respectively. Total new equipment sales revenues in the current
year related to Burress were $16.3 million. Sales of new cranes increased $109.1 million, new
earthmoving sales increased $2.3 million, new aerial work platforms increased $3.3 million and
other new equipment sales increased $0.4 million. The increase in new crane sales is primarily as
a result of an increase in demand for new cranes and improved availability from most of our
manufacturers during the year. Partially offsetting these increases was a $1.2 million decrease in
comparative new equipment sales of new lift trucks.
Used Equipment Sales Revenues. Our used equipment sales increased $14.8 million, or 11.1%, to
$148.7 million for the year ended December 31, 2007, from $133.9 million in 2006. Total used
equipment sales revenues for the year ended December 31, 2007 and 2006 related to Eagle were $2.9
million and $2.5 million, respectively. Total used equipment sales revenues in the current year
related to Burress were $11.0 million. The remaining increase was primarily attributable to an
increase in used aerial work platform equipment in the current year.
Parts Sales Revenues. Our parts sales increased $20.2 million, or 24.6%, to $102.3 million for
the year ended December 31, 2007 from approximately $82.1 million in 2006. Total parts sales
revenues for the year ended December 31, 2007 and 2006 related to Eagle were $0.9 million and $0.5
million, respectively. Total parts sales revenues in the current year related to Burress were $6.9
million. The remaining increase was primarily attributable to increased customer demand for
equipment parts.
Services Revenues. Our services revenues for the year ended December 31, 2007 increased $10.4
million, or 19.3%, to $64.1 million from $53.7 million in 2006 and is primarily attributable to
increased customer demand. Total services revenues for the year ended December 31, 2007 and 2006
related to Eagle were $1.1 million and $0.3 million, respectively. Total services revenues related
to Burress in the current year were $2.6 million.
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 year ended December 31, 2007, our other revenues increased $4.3 million, or 10.2%
from 2006. Total non-segmented revenues for the year ended December 31, 2007 and 2006 related to
Eagle were $3.2 million in both periods. Total non-segmented other revenues in the current year
related to Burress were $0.8 million. The remaining increase is due to an increase in the volume in
these services as a result of increased customer demand and a strategic focus on offering these
services to our customers.
Gross Profit.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended |
|
|
Total |
|
|
Total |
|
|
|
December 31, |
|
|
Dollar |
|
|
Percentage |
|
|
|
2007 |
|
|
2006 |
|
|
Change |
|
|
Change |
|
|
|
(in thousands, except percentages) |
|
Segment Gross Profit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
146,988 |
|
|
$ |
132,633 |
|
|
$ |
14,355 |
|
|
|
10.8 |
% |
New equipment sales |
|
|
47,281 |
|
|
|
30,123 |
|
|
|
17,158 |
|
|
|
57.0 |
% |
Used equipment sales |
|
|
36,391 |
|
|
|
36,132 |
|
|
|
259 |
|
|
|
0.7 |
% |
Parts sales |
|
|
30,509 |
|
|
|
24,197 |
|
|
|
6,312 |
|
|
|
26.1 |
% |
Services revenues |
|
|
40,974 |
|
|
|
34,493 |
|
|
|
6,481 |
|
|
|
18.8 |
% |
Non-Segmented gross profit |
|
|
3,897 |
|
|
|
5,603 |
|
|
|
(1,706 |
) |
|
|
(30.4 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross profit |
|
$ |
306,040 |
|
|
$ |
263,181 |
|
|
$ |
42,859 |
|
|
|
16.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Gross Profit. Our total gross profit was $306.0 million for the year ended December 31,
2007 compared to $263.2 million in 2006, an approximately $42.8 million, or 16.3%, increase. Total
gross profit related to Eagle for the year ended December 31, 2007 and 2006 was $15.1 million and
$15.3 million, respectively. Total gross profit in the current year related to Burress was $8.9
million. Total gross profit margin
37
for the year ended December 31, 2007 was 30.5%, a decrease of 2.2% from the 32.7% gross profit
margin in 2006. The decrease in gross profit margin is largely attributable to comparative revenue
mix. The revenue mix of our business can have a significant impact on our related gross profit
margins. For example, and as indicated below, our gross profit margin on equipment rentals is
significantly higher than the gross profit margins we realize on new equipment sales. New equipment
sales represented approximately 35.4% of our total revenues this year compared to 30.0% in the
prior year. Conversely, equipment rentals represented approximately 28.6% of our total revenues
this year compared to 31.3% in the prior year. This change in revenue mix had a negative impact on
our comparative gross profit margins. While the shift in revenue mix had a negative impact on our
comparative gross margins, we believe that the improvement in new equipment sales will lead to
future incremental parts and services revenues. Our gross profit increase and gross profit margin
decline are further described below:
Equipment Rentals Gross Profit. Our gross profit from equipment rentals for the year ended
December 31, 2007 increased $14.4 million, or 10.8%, to $147.0 million from $132.6 million in 2006.
The increase is primarily a result of a $35.2 million increase in rental revenues, which was offset
by a $4.8 million net increase in rental expenses and a $16.0 million increase in rental equipment
depreciation expense. Eagle contributed $14.2 million and $14.4 million of the equipment rental
gross profit for the years ended December 31, 2007 and 2006, respectively. Burress rental
operations contributed $1.8 million of the gross profit in the current year. The increase in rental
expenses is the net result of a $1.0 million decrease in operating lease costs and a $5.8 million
increase in maintenance and repair costs and other costs as a result of maintaining a larger rental
fleet. The decrease in operating lease costs is the result of our payoff of all rental fleet
operating leases in the first quarter of 2006 from the proceeds of our initial public offering (see
note 3 to the consolidated financial statements for further information on our initial public
offering). As a percentage of equipment rental revenues, maintenance and repair costs were 12.0% in
2007, down from 12.5% in the prior year. The increase in current year rental depreciation expense
is the result of the incremental depreciation expense incurred on the rental equipment purchased
under those operating leases combined with the higher depreciation expense associated with a larger
rental fleet size and a full 12 months of depreciation in 2007 related to Eagle compared to
approximately 10 months in 2006, the impact of higher fleet replacement costs and incremental
depreciation associated with the Burress rental equipment fleet. Gross profit margin in 2007 was
51.3%, down 1.5% from the 52.8% in the prior year. This gross profit margin decline is primarily
due to higher cost of sales related to depreciation expense combined with lower rental equipment
time utilization as discussed in the Equipment Rental Revenues section above. Rental depreciation
expense as a percentage of total equipment rental revenues was 32.9% and 31.1% for years ended
December 31, 2007 and 2006, respectively. Additionally, the growth in our distribution (sales)
business has resulted in an increase in our rent-to-sell business. Our rent-to-sell business
typically realizes a slightly lower margin that our rent-to-rent business.
New Equipment Sales Gross Profit. Our new equipment sales gross profit for the year ended
December 31, 2007 increased $17.2 million, or 57.0%, to $47.3 million compared to $30.1 million in
2006. Eagle contributed approximately $0.2 million and $0.1 million of the new equipment sales
gross profit for the years ended December 31, 2007 and 2006, respectively. Burress new equipment
sales contributed $2.2 million of the gross profit in the current year. The increase in new
equipment sales gross profit is primarily attributable to higher new crane sales revenues from
increased demand and improved availability of crane equipment during the year. Gross profit margin
in 2007 was 13.3% compared to 12.5% in the prior year. The increase in comparative gross margin
realized in the current year is primarily a result of improved margins on crane sales due to high
market demand for crane equipment and the product mix of cranes sold.
Used Equipment Sales Gross Profit. Our used equipment sales gross profit for the year ended
December 31, 2007 increased $0.3 million, or 0.7%, to $36.4 million from the $36.1 million in 2006,
of which Eagle contributed $0.7 million in both periods. Burress used equipment sales contributed
$1.1 million of the gross profit in the current year. Gross profit margin in 2007 was 24.5%, down
2.5% from 27.0% in the prior year. This decrease in gross profit margin is related to the sale of
older rental fleet used equipment with less resale value and the mix of used equipment sold,
primarily used cranes, which carry a higher net book value (and lower gross profit margin) due to
the de-aging of our crane rental fleet since last year and the significantly higher original
equipment cost for cranes compared to our other equipment product lines. Also, the gross margin
realized on the
38
crane equipment sold in the current year that was previously being rented under rental
purchase option agreements is lower. Our used equipment sales from the fleet were approximately
137.6% of net book value in 2007 compared to 145.0% for the prior year ended December 31, 2006.
Parts Sales Gross Profit. For the year ended December 31, 2007, our parts sales revenue gross
profit increased $6.3 million, or 26.1%, to $30.5 million from $24.2 million in 2006, of which
Eagle contributed $0.4 million and $0.2 million in the respective years. Burress parts sales
contributed $2.1 million of the gross profit in the current year. The remaining increase was
primarily attributable to higher parts sales. Gross profit margin in 2007 was 29.8%, an increase
of 0.3% from 29.5% in the previous year, as a result of the mix of parts sold.
Services Revenues Gross Profit. For the year ended December 31, 2007, our services revenues
gross profit increased $6.5 million, or 18.8%, to $41.0 million from $34.5 million in 2006, of
which Eagle contributed $0.7 million and $0.2 million in 2007 and 2006, respectively. Burress
services revenue contributed $1.8 million of the gross profit in the current year. The remaining
increase was primarily attributable to higher services revenues resulting from increased demand.
Gross profit margin in 2007 was 63.9%, down 0.3% from 64.2% in the previous year, primarily as a
result of the mix of services sold.
Non-Segmented Other Revenues Gross Profit. For the year ended December 31, 2007, our
non-segmented other revenues gross profit decreased $1.7 million, or (30.4)%, on a 10.2%
improvement in revenues over the year ended December 31, 2006. This decrease is due to a $1.1
million gross loss in the current year related to Eagles non-segmented revenue operations combined
with higher hauling costs associated with the de-aging of Eagles rental fleet through our fleet
rotation process. Gross profit margin in 2007 was 8.4%, down 4.9% from 13.3% in the prior year.
Selling, General and Administrative Expenses. SG&A expenses increased $21.4 million, or 14.9%,
to $165.0 million for the year ended December 31, 2007 compared to $143.6 million for the prior
year. Included in SG&A in the prior year first quarter is an $8.0 million expense to terminate a
management services agreement in connection with our initial public offering of common stock in
February 2006 (see note 3 to the consolidated financial statements for further information on our
initial public offering). Included in 2007 SG&A is approximately $6.5 million of Burress SG&A costs
since the date of acquisition, September 1, 2007, and an additional $1.0 million of expense
associated with the amortization of the intangible assets acquired in
the Burress acquisition (see note 4 to the consolidated
financial statements for further information on the Burress
acquisition and the acquired intangible assets).
Exclusive of Burress, employee salaries and wages
and related employee expenses increased $14.9 million and legal and professional fees increased
$0.9 million. Stock-based compensation expense was $1.3 million and $1.0 million for the year ended
December 31, 2007 and 2006, respectively. The remaining net increase primarily reflects additional
SG&A costs attributable to the Companys growth since last year. As a percent of total revenues,
SG&A expenses for the year ended December 31, 2007 were 16.5%, down 1.4% from 17.9% in the prior
year. The prior year $8.0 million expense described above comprised approximately 1.0% of total
prior year SG&A as a percentage of total 2006 revenues. The remaining 0.4% decrease in comparative
SG&A reflects the fixed cost nature of certain SG&A costs combined with higher revenues in the
current year compared to the prior year.
Other Income (Expense). For the year ended December 31, 2007, our net other expenses decreased
by $41.5 million to $36.1 million compared to $77.6 million in 2006. The $41.5 million decrease is
primarily the result of a $40.8 million loss on the early extinguishment of debt associated with
our Refinancing in 2006 compared to a $0.3 million loss on the early extinguishment of debt
associated with the redemption of our senior secured notes on July 31, 2007 (see note 12 to the
consolidated financial statements for further information on these transactions). Interest expense
for the year ended December 31, 2007 was $36.8 million compared to $37.6 million in the prior year,
a decrease of $0.8 million. The decrease in interest expense is due to several factors. The
Refinancing transactions, as further described above, resulted in a net decrease in interest
expense for the comparative periods of $5.2 million. These decreases in interest expense were
offset by a $4.2 million increase in interest expense related to our manufacturer flooring plans
payable used to finance inventory purchases, primarily due to higher average manufacturer flooring
plans payable outstanding in the current year. Additionally, comparative interest expense incurred
on our senior secured credit facility was approximately $0.4 million higher in the current year, as
a result of an increase in our average borrowings under the senior secured
39
credit facility for the comparative years, which was partially offset by a decline in the
average interest rate on our borrowings.
Income Taxes. Effective with the Reorganization Transactions on February 3, 2006, we are a
C-corporation for income tax purposes. Prior to the Reorganization Transactions, we were a limited
liability company that elected to be treated as a C-corporation for income tax purposes.
Income tax expense for the year ended December 31, 2007 increased approximately $31.1 million
to $40.8 million compared to $9.7 million for the year ended December 31, 2006. The effective
income tax rate for the year ended December 31, 2007 was 38.7% compared to 22.9% for the year ended
December 31, 2006. The increase is a result of our increased taxable income in 2007 and higher
state income taxes. Also, our 2006 effective income tax rate was lower due to the impact of the
reversal of our deferred tax asset valuation allowance, which created a current year income tax
benefit, thereby lowering our effective tax rate for 2006. Based on available evidence, both
positive and negative, we believe it is more likely than not that our deferred tax assets at
December 31, 2007 are fully realizable through future reversals of existing taxable temporary
differences and future taxable income, and are not subject to any limitations.
Year Ended December 31, 2006 Compared to the Year Ended December 31, 2005
Revenues.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended |
|
|
|
|
|
|
Total |
|
|
|
December 31, |
|
|
Total Dollar |
|
|
Percentage |
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
Change |
|
|
|
(in thousands, except percentages) |
|
Segment Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
251,374 |
|
|
$ |
190,794 |
|
|
$ |
60,580 |
|
|
|
31.8 |
% |
New equipment sales |
|
|
241,281 |
|
|
|
156,341 |
|
|
|
84,940 |
|
|
|
54.3 |
% |
Used equipment sales |
|
|
133,897 |
|
|
|
111,139 |
|
|
|
22,758 |
|
|
|
20.5 |
% |
Parts sales |
|
|
82,106 |
|
|
|
70,066 |
|
|
|
12,040 |
|
|
|
17.2 |
% |
Service revenues |
|
|
53,699 |
|
|
|
41,485 |
|
|
|
12,214 |
|
|
|
29.4 |
% |
Non-Segmented revenues |
|
|
42,012 |
|
|
|
30,385 |
|
|
|
11,627 |
|
|
|
38.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
804,369 |
|
|
$ |
600,210 |
|
|
$ |
204,159 |
|
|
|
34.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues. Our total revenues were $804.4 million in 2006 compared to $600.2 million in
2005, an increase of $204.2 million, or 34.0%. Revenues increased for all reportable segments
primarily as a result of increased customer demand for our products and services. Total revenues
related to Eagle included in our 2006 fiscal year operating results were $33.3 million.
Equipment Rental Revenues. Our revenues from equipment rentals increased $60.6 million, or
31.8%, to $251.4 million in 2006 from $190.8 million in 2005. The increase is primarily a result of
a 9.0% increase in average comparative rental rates, which was partially offset by a 0.6% decrease
in time utilization (equipment usage based on customer demand) from 69.8% last year compared to
69.2% this year. Rental revenues increased for all four core product lines. Revenues from aerial
work platforms increased $45.0 million, cranes increased $4.5 million, earthmoving increased $7.0
million, lift trucks increased $3.2 million and other equipment rentals increased $0.9 million.
Total equipment rental revenues included in our 2006 operating results related to Eagle were $26.0
million, of which $20.3 million was related to the rental of aerial work platforms. Rental
equipment dollar utilization (annual rental revenues divided by the average quarterly original
rental fleet equipment costs of $629.5 million and $494.7 million for 2006 and 2005, respectively)
was approximately 41.1% in 2006 compared to 38.6% in 2005.
New Equipment Sales Revenues. Our new equipment sales increased $85.0 million, or 54.3%, to
$241.3 million in 2006 from $156.3 million in 2005. In 2006, sales of new cranes increased $52.2
million, aerial work platforms increased $9.6 million, new earthmoving sales increased $17.5
million and new lift trucks increased $2.0 million. Other new equipment sales also increased by
$3.7 million. Total new equipment sales
40
revenues for the year ended December 31, 2006 related to Eagle and included in our 2006 operating results
were approximately $0.8 million.
Used Equipment Sales Revenues. Our used equipment sales increased $22.8 million, or 20.5%, to
$133.9 million in 2006 from $111.1 million in 2005. Total used equipment sales revenues for the
year ended December 31, 2006 related to Eagle and included in our 2006 operating results were $2.5
million. Our used equipment sales from our rental fleet in 2006 were approximately 145.0% of net
book value, compared to 136.6% of net book value for 2005, which is indicative of higher customer
demand for quality used equipment.
Parts Sales Revenues. Our parts sales increased $12.0 million, or 17.2%, to $82.1 million in
2006 from $70.1 million in 2005. Of the $12.0 million increase for the year ended December 31,
2006, $0.5 million was attributable to Eagle. The remaining increase was primarily attributable to
increased customer demand for parts and the growth of our primary business activities.
Service Revenues. Our service revenues increased $12.2 million, or 29.4%, to $53.7 million in
2006 from $41.5 million in 2005 and was primarily attributable to increased customer demand for
service support and the growth of our primary business activities. Approximately $0.3 million of
the service revenues increase was attributable to Eagle.
Non-Segmented Revenues. Our non-segmented other revenues consisted primarily of equipment
support activities including transportation, hauling, parts freight and damage waiver charges. Our
other revenue increased $11.6 million, or 38.3%, during 2006. These support activities increased
largely due to an increase in the volume of these services in conjunction with the growth of our
primary business activities combined with a strategic focus on offering these services to our
customers.
Gross Profit.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended |
|
|
|
|
|
|
Total |
|
|
|
December 31, |
|
|
Total Dollar |
|
|
Percentage |
|
|
|
2006 |
|
|
2005 |
|
|
Change |
|
|
Change |
|
|
|
(in thousands, except for percentages) |
|
Segment Gross Profit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
132,633 |
|
|
$ |
89,233 |
|
|
$ |
43,400 |
|
|
|
48.6 |
% |
New equipment sales |
|
|
30,123 |
|
|
|
19,172 |
|
|
|
10,951 |
|
|
|
57.1 |
% |
Used equipment sales |
|
|
36,132 |
|
|
|
26,443 |
|
|
|
9,689 |
|
|
|
36.6 |
% |
Parts sales |
|
|
24,197 |
|
|
|
20,451 |
|
|
|
3,746 |
|
|
|
18.3 |
% |
Service revenues |
|
|
34,493 |
|
|
|
26,068 |
|
|
|
8,425 |
|
|
|
32.3 |
% |
Non-Segmented revenues |
|
|
5,603 |
|
|
|
234 |
|
|
|
5,369 |
|
|
|
2,294.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross profit |
|
$ |
263,181 |
|
|
$ |
181,601 |
|
|
$ |
81,580 |
|
|
|
44.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Gross Profit. Our total gross profit was $263.2 million in 2006 compared to $181.6
million in 2005, an $81.6 million, or 44.9%, increase. Gross profit increased primarily as a result
of increased rental revenues combined with a reduction of rental expenses. In addition, due to the
increase in customer demand for new and well-maintained used equipment, we were able to sell our
equipment at a higher gross margin. Total gross profit margin for 2006 was 32.7%, an increase of
2.4% from the 30.3% gross profit margin in 2005. Total gross profit related to Eagle included in
our 2006 operating results was $15.3 million, or approximately 46.1% of total Eagle revenues for
2006. Our gross profit was attributable to:
Equipment Rentals Gross Profit. Our gross profit from equipment rentals increased $43.4
million, or 48.6%, to $132.6 million in 2006 from approximately $89.2 million in 2005. The increase
is primarily a result of a $60.6 million increase in rental revenue and a $6.5 million decrease in
rental expenses. These improvements in gross profit were offset by a $23.7 million increase in
rental depreciation expense as a result of the fleet acquired in the Eagle acquisition and the
growth of our existing rental fleet.
The decrease in rental expenses is the net result of an $11.8 million decrease in operating
lease costs and a $5.3 million increase in maintenance and repair costs as a result of a larger
fleet. As a percentage of equipment
41
rental revenues, maintenance and repair costs were 12.6% in 2006, down from 14.2% in the prior
year. The decrease in operating lease costs is the result of our payoff of all rental fleet
operating leases with the proceeds of our initial public offering. Eagles rental operations
contributed $14.4 million of the total gross profit increase for the period.
New Equipment Sales Gross Profit. Our new equipment sales gross profit increased $11.0
million, or 57.1%, to $30.1 million in 2006 from $19.1 million in 2005. The increase in new
equipment sales gross profit is primarily attributable to higher new equipment sales revenue, an
improvement of 0.2% in comparative gross margins and the mix of equipment sold.
Used Equipment Sales Gross Profit. Our used equipment sales gross profit increased $9.7
million, or 36.6%, to $36.1 million in 2006 from $26.4 million in 2005. The increase in used
equipment sales gross profit was primarily the result of higher used equipment sales, a 3.2%
improvement in comparative gross margins and the mix of used equipment sold. Additionally, Eagle
contributed $0.7 million of the increase. Our used equipment sales from the fleet were
approximately 145.0% of net book value in 2006 compared to 136.6% for the prior year ended December
31, 2005.
Parts Sales Gross Profit. Our parts sales revenue gross profit increased $3.7 million, or
18.3%, to $24.2 million in 2006 from $20.5 million in 2005. The increase was primarily attributable
to the growth in parts sales revenues from increased customer demand for parts.
Service Revenues Gross Profit. Our service revenues gross profit increased $8.4 million, or
32.3%, to $34.5 million in 2006 from $26.1 million in 2005. The increase was primarily attributable
to the growth in service revenues from increased customer demand for service support. Eagle
contributed approximately $0.2 million of the gross profit increase.
Non-Segmented Revenues Gross Profit. Our non-segmented revenues gross profit improved $5.4
million. The improvement is largely due to a strategic focus on these equipment support activities
combined with the increase in support activity revenues and the streamlining of the related costs
of support revenues.
Selling, General and Administrative Expenses. Selling, general and administrative expenses
increased $32.2 million, or 28.9%, to $143.6 million in 2006 from $111.4 million in 2005. The
increase was primarily related to the growth of our business, which resulted in increased
headcount, higher sales commissions, performance incentives, benefits and insurance costs.
Additionally, we incurred in 2006 a one-time, non-recurring expense of $8.0 million to terminate a
management services agreement in connection with our initial public offering of common stock. As a
percentage of total revenues, SG&A expenses were 17.8% in 2006, down from 18.6% in the prior year,
reflecting the fixed cost nature of certain SG&A costs combined with higher revenues in the current
year compared to the prior year, which was partially offset by the one-time, non-recurring expense
mentioned above.
Other Income (Expense). For the year ended December 31, 2006, our net other expense increased
by $36.2 million to $77.6 million compared to $41.4 million for the same period in 2005. Included
in the current year other income (expense) is a $40.8 million charge related to the early
extinguishment of debt in connection with our Refinancing (see discussion below). The remainder of
the change reflects $4.1 million of lower interest expense resulting from a decrease in average
outstanding borrowings for 2006 compared to 2005 as a result of our February 2006 paydown of
outstanding principal balances on our senior secured credit facility from the proceeds of our
initial public offering. We had no subsequent borrowings under the senior secured credit facility
until August 4, 2006. Additionally, the lower interest expense is reflective of the Companys
Refinancing as further discussed below. Offsetting these lower interest costs were higher interest
costs associated with an increase in interest expense related to our manufacturer flooring plans
payable used to finance inventory purchases. Additionally, net other income increased $0.4 million
for the comparative periods as a result of interest income earned during the first, second and
third quarters of 2006 from the investment of our excess cash balances.
Refinancing. On August 4, 2006, we completed the cash tender offer and consent solicitation
for our 11 1/8% senior secured notes due 2012 and 12 1/2% senior subordinated notes due 2013
(collectively, the Notes).
42
Additionally, we announced the closing of our private offering of $250 million aggregate
principal amount of its 8 3/8% senior unsecured notes due 2016 (the New Notes).
Net proceeds to us, after deducting underwriting commissions, totaled approximately $245.3
million. We used the net proceeds of the offering of the New Notes, together with cash on hand and
borrowings under its existing senior secured credit facility, to purchase $195.5 million in
aggregate principal amount of the senior secured notes (representing approximately 97.8% of the
previously outstanding senior secured notes), and the $53.0 million in aggregate principal amount
of the senior subordinated notes (representing 100% of the previously outstanding senior
subordinated notes) that were validly tendered pursuant to the tender offer and consent
solicitation. The total principal amount, accrued and unpaid interest, consent fee amounts and
premiums paid for the senior secured notes was $217.6 million. The total principal amount, accrued
and unpaid interest, consent fee amounts and premiums paid for the Senior Subordinated Notes was
approximately $60.1 million. Aggregate offering expenses totaled approximately $1.9 million.
In connection with the above transactions, we recorded a loss on early extinguishment of debt
in the three month period ended September 30, 2006 of approximately $40.8 million, or approximately
$31.5 million after-tax, reflecting payment of the $25.3 million of tender premiums and other
transaction costs of $0.5 million in connection with the tender offer and consent solicitation,
combined with the write off of approximately $5.4 million of unamortized deferred financing costs
of the Notes and $9.6 million of remaining unamortized original issue discount on the Notes.
Income Taxes. Effective with the Reorganization Transactions on February 3, 2006, we are a
C-corporation for income tax purposes. Prior to the Reorganization Transactions, we were a limited
liability company that elected to be treated as a C-corporation for income tax purposes.
Income tax expense for the year ended December 31, 2006 increased approximately $9.0 million
to $9.7 million compared to $0.7 million for the year ended December 31, 2005. The effective income
tax rate for the year ended December 31, 2006 was 22.9% compared to 2.3% for the year ended
December 31, 2005. The increase is a result of our increased taxable income in 2006 that resulted
in higher state income taxes, as well as nondedeductible original issue discount written off for
book purposes in connection with our Refinancing (see note 12 to the consolidated financial
statements for further information on our Refinancing). Also, our 2006 effective tax rate was
impacted by the reversal of our deferred tax asset valuation allowance, which created a current
year income tax benefit, thereby lowering our estimated effective tax rate for the year. We had
recorded at December 31, 2005 a tax valuation allowance against a portion of our deferred income
tax assets. The valuation allowance was recorded given the cumulative losses incurred and our
belief that it was more likely than not that we would not be able to recover the deferred income
tax assets. The valuation allowance was reversed in 2006. Based on available evidence, both
positive and negative, we believe it is more likely than not that our deferred tax assets at
December 31, 2006 are fully realizable through future reversals of existing taxable existing
temporary differences and future taxable income, and are not subject to any limitations.
Liquidity and Capital Resources
Cash flow from operating activities. Our cash provided by operating activities for the year
ended December 31, 2007 was $104.1 million. Our reported net income of $64.6 million, which, when
adjusted for non-cash expense items, such as depreciation and amortization, deferred income taxes,
provision for losses on accounts receivable, loss on early extinguishment of debt, stock-based
compensation expense, and net gains on the sale of long-lived assets, provided positive cash flows
of approximately $179.0 million. These cash flows from operating activities were also positively
impacted by an increase of $14.7 million in accounts payable, reflecting the growth in our rental
fleet and inventories, and a $5.2 million increase in accrued expenses and other liabilities.
Prepaid expenses and other assets decreased approximately $0.3 million. Partially offsetting these
positive cash flows were increases in our inventories of $57.4 million, reflecting the growth in
our inventories over the last year, and an increase of approximately $31.5 million in net accounts
receivable due to higher sales volumes. Additionally, we paid obligations related to deferred
compensation plans of $1.3 million and manufacturing flooring plans payable decreased $4.9 million.
43
Our cash provided by operating activities for the year ended December 31, 2006 was $117.7
million. Our cash flows from operating activities were primarily attributable to our reported net
income of $32.7 million, which, when adjusted for non-cash expense items, such as depreciation and
amortization, deferred income taxes, stock-based compensation expense and gains on the sale of
long-lived assets provided positive cash flows of $139.5 million. Included in these non-cash
expense items is the $40.8 million loss on early extinguishment of debt associated with our recent
Refinancing transactions (see note 12 to the consolidated financial statements for further
information on our Refinancing). These cash flows from operating activities were positively
impacted by increases in operating assets and liabilities of $4.8 million in accounts payable and
an increase of $54.3 million in manufacturer flooring plans payable, primarily due to a $69.9
million increase in inventory purchases to meet increasing customer demand. Offsetting these
positive cash flows from operating activities were increases in our receivables of $2.9 million due
to higher sales volumes and in our prepaid expenses and other assets of $6.2 million. Also, as
discussed in note 3 to the consolidated financial statements, we used a portion of the proceeds
from our initial public offering to pay approximately $8.6 million of deferred compensation
liabilities.
Cash flow from investing activities. For the year ended December 31, 2007, cash used in our
investing activities was approximately $188.6 million. This is a net result of our acquisition of
Burress (see note 4 to the consolidated financial statements for further information on the Burress
acquisition) resulting in a cash outflow of $100.2 million, combined with rental and non-rental
equipment purchases of $212.0 million, which was partially offset by proceeds from the sales of
rental and non-rental equipment totaling approximately $123.6 million.
For the year ended December 31, 2006, cash used in our investing activities was $192.0
million. This is a net result of purchases of $242.8 million for rental equipment and property and
equipment, which was partially offset by proceeds from the sale of rental and property and
equipment of $107.8 million, combined with approximately $57.0 million related to the acquisition
of Eagle (see note 4 to the consolidated financial statements for further information on our Eagle
acquisition).
Cash flow from financing activities. For the year ended December 31, 2007, cash provided by
our financing activities was approximately $90.0 million. Our total borrowings during the period
under our senior secured credit facility were $1.076 billion and total payments under the senior
secured credit facility in the same period were $964.4 million. We also purchased $13.4 million of
treasury stock and made payments under our related party obligation of $0.3 million. We made
principal payments on our notes payable of $0.4 million and payments on capital lease obligations
were $2.3 million, which includes our buyout of various capital leases assumed in the Burress
acquisition (see note 4 to the consolidated financial statements for further information on the
Burress acquisition). On July 31, 2007, we redeemed all of our remaining outstanding 11 1/8% Senior
Secured Notes due 2012, having an aggregate principal amount of $4.5 million (see note 12 to the
consolidated financial statements for further information on our senior secured notes redemption).
We also paid $0.5 million of deferred financing costs in connection with our Second Amended and
Restated Credit Agreement (see discussion below regarding amendments to our senior secured credit
facility).
Cash provided by our financing activities for the year ended December 31, 2006 was $77.9
million. We completed an initial public offering of our common stock in February 2006, resulting
in net proceeds to us, after deducting underwriting commissions and other fees and expenses, of
approximately $207.0 million (see note 3 to the consolidated financial statements for further
information related to our initial public offering).
We completed our Refinancing in August 2006 with the issuance of $250.0 million senior
unsecured notes due 2016. Net proceeds to us, after deducting underwriting commissions, totaled
approximately $245.3 million. We used the net proceeds of the offering of the New Notes, together
with cash on hand and borrowings under our existing senior secured credit facility, to purchase
$195.5 million in aggregate principal amount of the senior secured notes (representing
approximately 97.8% of the previously outstanding senior secured notes), and the $53.0 million in
aggregate principal amount of the senior subordinated notes (representing 100% of the previously
outstanding senior subordinated notes) that were validly tendered pursuant to the tender offer and
consent solicitation. The total principal amount, accrued and unpaid interest, consent fee amounts
and premiums paid for the senior secured notes was $217.6 million. The total principal amount,
accrued and unpaid interest, consent fee amounts and premiums paid for the Senior Subordinated
Notes was approximately $60.1 million. Aggregate offering expenses totaled approximately $1.9
million.
44
For the year ended December 31, 2006, our total borrowings under our senior secured credit
facility were $917.0 million and total payments under the senior secured credit facility were $1.0
billion. Total deferred financing costs paid in 2006 in connection with the issuance of our senior
unsecured notes and amendments to our senior credit facility totaled $8.8 million. Proceeds from
the issuance of notes payable, net of related principal payments were $1.1 million and payment of a
related party obligation totaled $0.3 million.
Senior Secured Credit Facility Amendments.
The following information discusses amendments and other significant events during the years
ended December 31, 2007 and 2006 that relate to our senior secured credit facility during the years
ended December 31, 2007 and 2006. Also see note 12 to the consolidated financial statements for
further information related to our credit facility.
On February 3, 2006, our senior secured credit agreement, dated June 17, 2002, as amended, by
and among the Company, Great Northern Equipment, Inc. (together with the Company, the Borrowers),
GNE Investments, Inc., H&E Finance Corp., General Electric Capital Corporation and the Lenders
party thereto (the Credit Agreement), was amended primarily to (1) approve the merger of H&E
Holdings and H&E LLC with and into H&E Equipment Services, Inc., with H&E Equipment Services, Inc.
surviving the reincorporation merger as the operating company, as further described herein as the
Reorganization Transactions, and to effectuate H&E Equipment Services, Inc. as a Borrower under
the terms of the senior secured credit facility; and (2) require the proceeds of certain stock and
debt issuances in excess of $1,000,000 in the aggregate be used to prepay amounts outstanding under
the senior secured credit facility in an amount equal to such proceeds. We did not pay an amendment
fee relating to this amendment.
In February 2006, we used a portion of the proceeds from our initial public offering to repay
$96.6 million of outstanding indebtedness under the senior secured credit facility, and we
subsequently paid accrued interest in the amount of $0.2 million in March 2006.
On March 20, 2006, the senior secured credit agreement was further amended to (1) adjust the
Applicable Revolver Index Margin, the Applicable Revolver LIBOR Margin and the Applicable L/C
Margin to reflect tiered pricing based upon our monthly computed Leverage Ratio applied on a
prospective basis commencing at least one day after the date of delivery to the Lenders of the
monthly unaudited Financial Statements beginning after March 31, 2006; (2) adjust the Applicable
Unused Line Fee Margin to reflect tiered pricing based upon our Excess Availability Percentage
computed on the first day of a calendar month applied on a prospective basis commencing with the
first adjustment to the Applicable Revolver Index Margin and Applicable Revolver LIBOR Margin;
(3) eliminate the $16.5 million block on availability of assets; (4) revise the financial covenants
to (i) add a covenant requiring maintenance of a minimum Fixed Charge Coverage Ratio of 1.10 to
1.00, which is tested at the end of each fiscal month only if a Covenant Liquidity Event has
occurred and is then continuing and (ii) eliminate all other Financial Covenants; and (5) revise
the definitions of various other capitalized terms contained within the original senior secured
credit agreement. In connection with this amendment, we paid fees to the Lenders of $0.2 million.
As of July 12, 2006, we were granted a waiver under our senior secured credit agreement
pursuant to which our lenders under our senior secured credit agreement waived our non-compliance
with, and the effects of our non-compliance under, various representations and non-financial
covenants contained in the senior secured credit agreement affected by the accounting adjustment in
connection with the restatement of our Form 10-Q on Form 10-Q/A for the three month period ended
March 31, 2006 as filed with the SEC on July 14, 2006. As a result of the restatement, among other
things, we would no longer be able to make the representations under our senior secured credit
agreement concerning the conformity with GAAP of our previously delivered financial statements, or
confirm our prior compliance with certain obligations concerning the maintenance of our books and
records in accordance with GAAP. Because the restatement did not result in our having breached the
financial covenant in the senior secured credit agreement, the waiver does not waive or modify the
financial covenant. As a result of the waiver, we continued to have full access to our revolving
credit facility under the senior secured credit agreement. We paid no fee to the Lenders as a
result of the waiver.
On August 4, 2006, we entered into an Amended and Restated Credit Agreement (the Amended
Credit
45
Agreement), amending and restating our senior secured credit agreement primarily to, (i)
increase the principal amount of availability of the credit facility from $165.0 million to $250.0
million, (ii) reduce the applicable unused line fee margin in respect of undrawn commitments to
0.25%, (iii) increase the advance rate on rental fleet assets from the lesser of 100% of net book
value or 80% of orderly liquidation value to the lesser of 100% of net book value or 85% of orderly
liquidation value, (iv) extend the maturity date of the facility from February 10, 2009 to August
4, 2011 and (v) add H&E Equipment Services (California), LLC as a borrower. Furthermore, the
Amended Credit Agreement changed the measurement frequency of our computed Leverage Ratio from a
monthly calculation to a quarterly calculation. We paid $1.4 million to the Lenders in
connection with this Amended Credit Agreement and incurred other transaction costs of approximately
$0.2 million.
On September 1, 2007, and in connection with our acquisition of Burress, we entered into a
Second Amended and Restated Credit Agreement, by and among the Company, Great Northern Equipment,
Inc., GNE Investments, Inc., H&E Finance Corp., H&E Equipment Services (California), LLC, H&E
California Holdings, Inc., Burress, General Electric Capital Corporation, as Agent, and the
Lenders (as defined therein) amending and restating our Amended and Restated Credit Agreement
dated as of August 4, 2006 and pursuant to which, among other things, (i) the principal amount of
availability of the credit facility was increased from $250.0 million to $320.0 million, (ii) an
incremental facility, at Agents and Companys mutual agreement, in an aggregate amount of up to
$130.0 million at any time after the closing of the amendment, subject to existing and/or new
lender approval, was added, and (iii) Burress was added as a guarantor. We paid $0.4 million to
the lenders in connection with this transaction and $0.1 million in other transaction costs.
On November 7, 2007, we amended the Second Amended and Restated Credit Agreement in connection
with our stock repurchase program announced on November 8, 2007, to allow such stock repurchase
program, subject to certain restrictions.
As of March 3, 2008, we had $168.8 million
of available borrowings under our senior secured
credit facility, net of $7.0 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 our senior secured credit facility. In February 2006, we also completed
an initial public offering of our common stock (see note 3 to the consolidated financial statements
for further information on our initial public offering).
Our principal uses of cash have been to fund operating activities and working capital,
purchases of rental fleet equipment and property and equipment, fund payments due under operating
leases and manufacturer flooring plans payable, and to meet debt service requirements. In February
2006, we completed the Eagle acquisition and most recently, in September 2007, we completed the
Burress acquisition (see note 4 to the consolidated financial statements for further information on
each acquisition). In the future, we may pursue additional strategic acquisitions. In addition, we
expect to use cash from working capital and/or borrowings under the senior secured credit facility
to fund the repurchases of the Companys common stock pursuant to the stock repurchase program
announced on November 8, 2007, under which we may purchase up to $100 million of the Companys
outstanding common stock. Under the terms of the stock repurchase program, as of December 31, 2007,
we may purchase up to an additional $87.1 million of our common stock. In connection with the stock
repurchase program, we amended our senior secured credit facility to allow such stock repurchase
program, subject to certain restrictions. The repurchase program is expected to continue until
December 31, 2008 unless extended or shortened by the Board of Directors. 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 year ended December 31, 2007 were $258.1 million, including $64.0 million of non-cash transfers
from new and used equipment to rental fleet inventory, primarily to replace the rental fleet
equipment we sold during the period. Our gross property and equipment capital expenditures for the
year ended December 31, 2007 were $18.0 million. We anticipate that our 2008 gross rental fleet
capital expenditures will be used to primarily replace the rental fleet
46
equipment we anticipate selling during 2008 as well as to meet increased demand. We anticipate
that we will fund these rental fleet capital expenditures with the proceeds from the sales of new,
used and rental fleet equipment, cash flow from operating activities and from borrowings under our
senior secured credit facility. 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. Should we pursue any other strategic acquisitions during 2008, we may need to
access available borrowings under our senior secured credit facility.
To service our debt, we will require a significant amount of cash. Our ability to pay interest
and principal on our indebtedness (including the senior unsecured notes, the senior secured credit
facility and our other indebtedness) and to satisfy our other debt obligations, will depend upon
our future operating performance and the availability of borrowings under our senior secured credit
facility and/or other debt and equity financing alternatives available to us, which will be
affected by prevailing economic conditions and financial, business and other factors, some of which
are beyond our control. Based on our current level of operations, we believe our cash flow from
operations, available cash and available borrowings under the senior secured credit facility will
be adequate to meet our future liquidity needs for the foreseeable future.
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 our 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 affected 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 or future debt
agreements, including the indentures governing the senior secured and senior unsecured notes, and
the amended senior secured credit facility, 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 accelerations of all of our
debt.
Certain Information Concerning Off-Balance Sheet Arrangements
An off-balance sheet arrangement is any transaction, agreement or other contractual
arrangement involving an unconsolidated entity under which a company has (1) made guarantees, (2) a
retained or a contingent interest in transferred assets, (3) an obligation under derivative
instruments classified as equity or (4) any obligation arising out of a material variable interest
in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support
to the Company, or that engages in leasing, hedging or research and development arrangements with
the Company.
We have no off-balance sheet arrangements as described above. Further, we do not have any
relationships with unconsolidated entities or financial partnerships, such as entities often
referred to as structured finance or special purpose entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or
limited purposes. We are, therefore, not materially exposed to any financing, liquidity, market or
credit risk that could arise if we had engaged in such relationships. We have also evaluated our
relationships with related parties and determined that none of the related party interests
represent variable interest entities pursuant to Financial Interpretation No. 46(R), Consolidation
of Variable Interest Entities (revised December 2003)an interpretation of ARB No. 51.
In the normal course of our business activities, we may lease real estate, rental equipment
and non-rental equipment under operating leases. See Contractual and Commercial Commitments Summary
below.
47
Contractual and Commercial Commitments Summary
Our contractual obligations and commercial commitments principally include obligations
associated with our outstanding indebtedness and interest payments as of December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Year |
|
|
|
Total |
|
|
2008 |
|
|
2009-2010 |
|
|
2011-2012 |
|
|
Thereafter |
|
|
|
(Amounts in thousands) |
|
Long-term debt (including senior unsecured notes
payable) |
|
$ |
251,987 |
|
|
$ |
28 |
|
|
$ |
62 |
|
|
$ |
43 |
|
|
$ |
251,854 |
|
Interest payments on senior unsecured notes (1) |
|
|
188,438 |
|
|
|
20,938 |
|
|
|
41,875 |
|
|
|
41,875 |
|
|
|
83,750 |
|
Senior secured credit facility |
|
|
120,553 |
|
|
|
|
|
|
|
|
|
|
|
120,553 |
|
|
|
|
|
Interest payments on senior secured credit
facility (1) |
|
|
28,350 |
|
|
|
7,893 |
|
|
|
15,786 |
|
|
|
4,671 |
|
|
|
|
|
Related party obligation (including interest) (2) |
|
|
450 |
|
|
|
300 |
|
|
|
150 |
|
|
|
|
|
|
|
|
|
Capital lease obligation (including interest) (3) |
|
|
3,570 |
|
|
|
252 |
|
|
|
504 |
|
|
|
504 |
|
|
|
2,310 |
|
Operating leases (including interest) (4) |
|
|
73,109 |
|
|
|
10,064 |
|
|
|
15,587 |
|
|
|
11,592 |
|
|
|
35,866 |
|
Other long-term obligations (5) |
|
|
163,734 |
|
|
|
34,673 |
|
|
|
71,391 |
|
|
|
55,420 |
|
|
|
2,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual cash obligations (6) |
|
$ |
830,191 |
|
|
$ |
74,148 |
|
|
$ |
145,355 |
|
|
$ |
234,658 |
|
|
$ |
376,030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Future interest payments are calculated based on the assumption that all debt is outstanding
until maturity. For debt instruments with variable interest rates, interest has been
calculated for all future periods using rates in effect as of December 31, 2007. |
|
(2) |
|
Payments under the consulting and non-competition agreement with Mr. Thomas Engquist. |
|
(3) |
|
This includes a capital lease for which the related liability has been recorded (including
interest) at the present value of future minimum lease payments due under the lease. |
|
(4) |
|
This includes total operating lease rental payments (including interest) having initial or
remaining non-cancelable lease terms longer than one year. |
|
(5) |
|
Includes $162.9 million in manufacturer flooring plans payable, which is used to finance our
purchases of inventory and rental equipment. |
|
(6) |
|
As further described below in Recently Adopted Accounting Pronouncements, we
have an unrecognized tax benefit of approximatley $6.2 million at December 31, 2007. This
liability is not included in the table above as any liability subsequently determined and
potentially assessed by the Internal Revenue Service would be offset against our Net Operating
Losses for the related tax years. Therfore, no cash payment would be required.
|
As of December 31, 2007, we have standby letters of credit issued under our
senior secured credit facility totaling $6.0 million that expire in January 2009.
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
are 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.
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 service activities are less
affected by changes in demand caused by seasonality.
Inflation
Although we cannot accurately anticipate the effect of inflation on our operations, we believe
that inflation has not had for the three most recent fiscal years ended, and is not likely in the
foreseeable future to have, a material impact on our results of operations.
48
Acquisitions
We completed, effective as of September 1, 2007, and funded on September 4, 2007, the
acquisition of all of the outstanding capital stock of J.W. Burress, Incorporated (Burress). The
Burress purchase price was funded from available cash on hand and borrowings under our senior
secured credit facility. Prior to the acquisition, Burress was a privately-held company operating
primarily as a distributor in the construction and industrial equipment markets out of 12 locations
in four states in the Mid-Atlantic region of the United States. We had no material relationship
with Burress prior to the acquisition. The name of Burress was changed to H&E Equipment Services
(Mid-Atlantic), Inc., effective September 4, 2007. This acquisition marks our initial entry into
three of the four Mid-Atlantic states that Burress operates in and is consistent with our business
strategy. See note 4 to the consolidated financial statements of this Annual Report on Form 10-K
for further information on this acquisition.
We periodically engage in evaluations of potential acquisitions and start-up facilities. The
success of our growth strategy depends, in part, on selecting strategic acquisition candidates at
attractive prices and identifying strategic start-up locations. We expect to face competition for
acquisition candidates, which may limit the number of acquisition opportunities and lead to higher
acquisition costs. We may not have the financial resources necessary to consummate any acquisitions
or to successfully open any new facilities in the future or the ability to obtain the necessary
funds on satisfactory terms. For further information regarding our risks related to acquisitions,
see Item 1A of Part I of this Annual Report on Form 10-K.
Recently Adopted Accounting Pronouncements
In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No.
48, Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109
(FIN 48), which clarifies the accounting for uncertainty in income taxes recognized in accordance
with FASB Statement No. 109 (FAS 109). FIN 48 clarifies the application of FAS 109 by defining
criteria that an individual tax position must meet for any part of the benefit of that position to
be recognized in the financial statements. Additionally, FIN 48 provides guidance on the
measurement, derecognition, classification and disclosure of tax positions, along with accounting
for the related interest and penalties. The issuance of FASB Staff Position No. FIN 48-1,
Definition of Settlement in FASB Interpretation No. 48, in May 2007 amends FIN 48 to provide
guidance on how an enterprise should determine whether a tax position is effectively settled for
the purposes of recognizing previously unrecognized tax benefits.
FIN 48 provides that the cumulative effect of applying the provisions is reported as an
adjustment to opening retained earnings in the period of adoption. We adopted the provisions of FIN
48 as of January 1, 2007, and in so doing, have analyzed filing positions in all of the federal and
state jurisdictions where we are required to file income tax returns, as well as all open tax years
in these jurisdictions. The cumulative effect of applying this interpretation did not result in any
adjustment to our retained earnings as of January 1, 2007.
Consistent with our historical financial reporting, to the extent we generate or incur
interest income, interest expense, or penalties related to unrecognized income tax benefits, such
items are recorded in Other income or expense in our consolidated statement of operations. We did
not incur any income tax related interest income, interest expense or penalties related to FIN 48
for the year ended December 31, 2007.
As of January 1, 2007, we had an unrecognized tax benefit of $6.2 million. The net impact of
recording this liability was a reclass between deferred income tax liabilities and deferred income
tax assets, resulting in no adjustment to retained earnings. If recognized, there would be no
impact to the effective income tax rate. There was no change in the unrecognized tax benefit for
the year ended December 31, 2007. At this time, we do not expect to recognize significant
increases or decreases in unrecognized tax benefits during the next twelve months related to FIN
48.
Our U.S. federal tax returns for 2004 and subsequent years remain subject to examination by
tax authorities. We are also subject to examination in various state jurisdictions for 2003 and
subsequent years.
49
Recently Issued Accounting Pronouncements
In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No.
157, Fair Value Measurements (FAS 157). FAS 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands disclosures about
fair value measurements. The provisions of this standard do not require any new fair value
measurements, but rather, it provides enhanced guidance to other accounting pronouncements that
require or permit fair value measurements. FAS 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. All
valuation adjustments will be recognized as cumulative-effect adjustments to the opening balance of
retained earnings for the fiscal year in which FAS 157 is initially applied. FAS 157 became
effective for us on January 1, 2008. On February 12, 2008, the FASB issued Financial Statement of Position (FSP) No. FAS 157-2,
Effective Date of FASB Statement No. 157, which delays the effective date of FAS 157 for one year
for nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed
at fair value on a recurring basis, at least annually. In addition, the FASB has agreed to issue a
second FSP that will exclude from the scope of FAS 157 certain leasing transactions accounted for
under SFAS No. 13, Accounting for Leases and its related interpretative accounting pronouncements
that address leasing transactions. The exclusion does not apply to fair value measurements of
assets and liabilities recorded as a result of a lease transaction but measured pursuant to other
pronouncements within the scope of FAS 157. We are still evaluating the potential impact of
adopting FAS 157, but do not expect it to have a material impact to our consolidated results of
operations, cash flows or financial position.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities including an amendment of FASB Statement No. 115 (FAS 159). FAS 159
allows an entity the irrevocable option to elect fair value for the initial and subsequent
measurement of certain financial assets and liabilities under an instrument-by-instrument election.
Subsequent measurements for the financial assets and liabilities an entity elects to fair value
will be recognized in the results of operations. FAS 159 is effective for fiscal years beginning
after November 15, 2007, but is not required to be adopted. We are in the process of determining
the financial impact that this will have on our results of operations and financial position, if
the fair value option is elected.
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (FAS
141R), which replaces SFAS No. 141 (FAS 141). This Statement retains the fundamental
requirements in FAS 141 that the acquisition method of accounting (which FAS 141 called the
purchase method) be used for all business combinations. FAS 141R also establishes principles and
requirements for how the acquirer: a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain
from a bargain purchase; and c) determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the business combination. FAS
141R is effective as of the beginning of an entitys fiscal year that begins after December 15,
2008. Early adoption is prohibited. Management is currently evaluating the impact of adopting FAS
141R, which also requires acquisition transaction costs to be expensed as incurred rather than
capitalized as a direct cost of the acquisition, as transaction costs are not considered an element
of the fair value of the company acquired. Depending upon the size, nature and complexity of a
future acquisition transaction, such transaction costs could be material to our results of
operations under FAS 141R.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Our earnings are affected by changes in interest rates due to the fact that interest on our
amended senior secured credit facility is calculated based upon LIBOR plus 125 basis points as of
December 31, 2007. At December 31, 2007, we had $120.6 million of outstanding borrowings under our
senior secured credit facility. The interest rate in effect on those borrowings at December 31,
2007 was approximately 6.6%. A 1.0% increase in the effective interest rate on our outstanding
borrowings at December 31, 2007, would increase our interest expense by approximately $1.2 million
on an annualized basis. We do not have significant exposure to changing interest rates as of
December 31, 2007 on our fixed-rate senior unsecured notes or on our other notes payable.
50
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.
51
Item 8. Financial Statements and Supplementary Data
Index to consolidated financial statements of H&E Equipment Services, Inc. and Subsidiaries
See note 20 to the consolidated financial statements for summarized quarterly financial data.
52
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
H&E Equipment Services, Inc.
Baton Rouge, Louisiana
We have audited the accompanying consolidated balance sheets of H&E Equipment Services, Inc. and
subsidiaries as of December 31, 2007 and 2006 and the related consolidated statements of income,
members deficit and stockholders equity, and cash flows for each of the three years in the period
ended December 31, 2007. In connection with our audits of the financial statements, we have also
audited the financial statement schedules listed in Item 15(a)(2) of this annual report on Form
10-K. These consolidated financial statements and schedules are the responsibility of the
Companys management. Our responsibility is to express an opinion on these financial statements
and schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. Our
audits includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements and
schedules. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of H&E Equipment Services, Inc. and subsidiaries at
December 31, 2007 and 2006, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 2007, in conformity with accounting principles
generally accepted in the United States of America.
Also, in our opinion, the financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.
As more fully described in Note 2 to the consolidated financial statements, in 2006 the Company
changed its method of accounting for share-based payments and in 2007 the Company changed its
method of accounting for uncertain tax positions. Also, as more fully described in Note 2 to the
consolidated financial statements, in 2007, the Company changed the date of their annual goodwill
impairment test.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), H&E Equipment Services, Inc.s internal control over financial reporting as
of December 31, 2007, based on criteria established in Internal Control Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our
report dated March 6, 2008 expressed an unqualified opinion thereon.
/s/ BDO Seidman, LLP
Dallas, Texas
March 6, 2008
53
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2007 AND 2006
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
|
(Amounts in thousands, except |
|
|
|
share amounts) |
|
Assets |
|
|
|
|
|
|
|
|
Cash |
|
$ |
14,762 |
|
|
$ |
9,303 |
|
Receivables, net of allowance for doubtful accounts of $4,413 and $2,852,
respectively |
|
|
151,148 |
|
|
|
107,760 |
|
Inventories, net of reserve for obsolescence of $992 and $1,326, respectively |
|
|
143,789 |
|
|
|
126,737 |
|
Prepaid expenses and other assets |
|
|
6,111 |
|
|
|
6,122 |
|
Rental equipment, net of accumulated depreciation of $186,630 and $158,822,
respectively |
|
|
577,628 |
|
|
|
440,454 |
|
Property and equipment, net of accumulated depreciation and amortization of
$26,591 and $27,112, respectively |
|
|
45,414 |
|
|
|
29,663 |
|
Deferred financing costs, net of accumulated amortization of $6,216 and
$4,983, respectively |
|
|
8,628 |
|
|
|
9,296 |
|
Intangible assets, net of accumulated amortization of $1,046 and $103,
respectively |
|
|
10,642 |
|
|
|
34 |
|
Goodwill |
|
|
54,731 |
|
|
|
30,573 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
1,012,853 |
|
|
$ |
759,942 |
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Amounts due on senior secured credit facility |
|
$ |
120,553 |
|
|
$ |
9,134 |
|
Accounts payable |
|
|
84,895 |
|
|
|
61,486 |
|
Manufacturer flooring plans payable |
|
|
162,939 |
|
|
|
148,028 |
|
Accrued expenses payable and other liabilities |
|
|
48,957 |
|
|
|
33,150 |
|
Related party obligation |
|
|
413 |
|
|
|
653 |
|
Notes payable |
|
|
1,987 |
|
|
|
2,354 |
|
Senior secured notes, net of original issue discount of $23 at December
31, 2006 |
|
|
|
|
|
|
4,477 |
|
Senior unsecured notes |
|
|
250,000 |
|
|
|
250,000 |
|
Capital lease payable |
|
|
2,411 |
|
|
|
|
|
Deferred income taxes |
|
|
50,681 |
|
|
|
11,805 |
|
Deferred compensation payable |
|
|
1,939 |
|
|
|
3,271 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
724,775 |
|
|
|
524,358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingent liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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; 38,192,094
shares issued at December 31, 2007 and 2006 and 37,467,848 and 38,192,094
shares outstanding at December 31, 2007 and 2006, respectively |
|
|
382 |
|
|
|
382 |
|
Additional paid-in capital |
|
|
205,937 |
|
|
|
204,638 |
|
Treasury stock at cost, 724,246 shares of common stock held at December
31, 2007 and no shares held at December 31, 2006, respectively |
|
|
(13,431 |
) |
|
|
|
|
Retained earnings |
|
|
95,190 |
|
|
|
30,564 |
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
288,078 |
|
|
|
235,584 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
1,012,853 |
|
|
$ |
759,942 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated statements.
54
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
(Amounts in thousands, except per share |
|
|
|
amounts) |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
286,573 |
|
|
$ |
251,374 |
|
|
$ |
190,794 |
|
New equipment sales |
|
|
355,178 |
|
|
|
241,281 |
|
|
|
156,341 |
|
Used equipment sales |
|
|
148,742 |
|
|
|
133,897 |
|
|
|
111,139 |
|
Parts sales |
|
|
102,300 |
|
|
|
82,106 |
|
|
|
70,066 |
|
Services revenues |
|
|
64,050 |
|
|
|
53,699 |
|
|
|
41,485 |
|
Other |
|
|
46,291 |
|
|
|
42,012 |
|
|
|
30,385 |
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
1,003,134 |
|
|
|
804,369 |
|
|
|
600,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Rental depreciation |
|
|
94,211 |
|
|
|
78,159 |
|
|
|
54,534 |
|
Rental expense |
|
|
45,374 |
|
|
|
40,582 |
|
|
|
47,027 |
|
New equipment sales |
|
|
307,897 |
|
|
|
211,158 |
|
|
|
137,169 |
|
Used equipment sales |
|
|
112,351 |
|
|
|
97,765 |
|
|
|
84,696 |
|
Parts sales |
|
|
71,791 |
|
|
|
57,909 |
|
|
|
49,615 |
|
Services revenues |
|
|
23,076 |
|
|
|
19,206 |
|
|
|
15,417 |
|
Other |
|
|
42,394 |
|
|
|
36,409 |
|
|
|
30,151 |
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues |
|
|
697,094 |
|
|
|
541,188 |
|
|
|
418,609 |
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
306,040 |
|
|
|
263,181 |
|
|
|
181,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
165,048 |
|
|
|
143,615 |
|
|
|
111,409 |
|
Gain on sales of property and equipment, net |
|
|
469 |
|
|
|
479 |
|
|
|
91 |
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
141,461 |
|
|
|
120,045 |
|
|
|
70,283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(36,771 |
) |
|
|
(37,684 |
) |
|
|
(41,822 |
) |
Loss on early extinguishment of debt |
|
|
(320 |
) |
|
|
(40,771 |
) |
|
|
|
|
Other, net |
|
|
1,045 |
|
|
|
818 |
|
|
|
372 |
|
|
|
|
|
|
|
|
|
|
|
Total other expense, net |
|
|
(36,046 |
) |
|
|
(77,637 |
) |
|
|
(41,450 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes |
|
|
105,415 |
|
|
|
42,408 |
|
|
|
28,833 |
|
Provision for income taxes |
|
|
40,789 |
|
|
|
9,694 |
|
|
|
673 |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
64,626 |
|
|
$ |
32,714 |
|
|
$ |
28,160 |
|
|
|
|
|
|
|
|
|
|
|
Net income per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
1.70 |
|
|
$ |
0.89 |
|
|
$ |
1.10 |
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
1.70 |
|
|
$ |
0.88 |
|
|
$ |
1.10 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
38,065 |
|
|
|
36,933 |
|
|
|
25,492 |
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
38,065 |
|
|
|
36,982 |
|
|
|
25,492 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated statements.
55
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF MEMBERS DEFICIT AND STOCKHOLDERS EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
Additional |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
Shares |
|
|
|
|
|
|
Paid-in |
|
|
Treasury |
|
|
Retained |
|
|
Stockholders |
|
|
Members |
|
|
|
Issued |
|
|
Amount |
|
|
Capital |
|
|
Stock |
|
|
Earnings |
|
|
Equity |
|
|
Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 31, 2004 |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(33,300 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,140 |
) |
Net income for the period
January 1, 2006 through
February 2, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,150 |
|
Effect of the
Reorganization
Transactions |
|
|
25,492,019 |
|
|
|
255 |
|
|
|
(3,245 |
) |
|
|
|
|
|
|
|
|
|
|
(2,990 |
) |
|
|
2,990 |
|
Common stock issued on
February 3, 2006 pursuant
to initial public
offering, net of $15,915
issue costs |
|
|
12,578,125 |
|
|
|
126 |
|
|
|
206,892 |
|
|
|
|
|
|
|
|
|
|
|
207,018 |
|
|
|
|
|
Issuance of common stock |
|
|
121,950 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
991 |
|
|
|
|
|
|
|
|
|
|
|
991 |
|
|
|
|
|
Net income for the period
February 3, 2006 through
December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,564 |
|
|
|
30,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 31,
2006 |
|
|
38,192,094 |
|
|
|
382 |
|
|
|
204,638 |
|
|
|
|
|
|
|
30,564 |
|
|
|
235,584 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
1,255 |
|
|
|
|
|
|
|
|
|
|
|
1,255 |
|
|
|
|
|
Tax benefits associated
with stock-based awards |
|
|
|
|
|
|
|
|
|
|
44 |
|
|
|
|
|
|
|
|
|
|
|
44 |
|
|
|
|
|
Repurchase of 15,755
shares of restricted stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(432 |
) |
|
|
|
|
|
|
(432 |
) |
|
|
|
|
Repurchases of 708,491
shares of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,999 |
) |
|
|
|
|
|
|
(12,999 |
) |
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,626 |
|
|
|
64,626 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 31, 2007 |
|
|
38,192,094 |
|
|
$ |
382 |
|
|
$ |
205,937 |
|
|
$ |
(13,431 |
) |
|
$ |
95,190 |
|
|
$ |
288,078 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated statements.
56
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
(Amounts in thousands) |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
64,626 |
|
|
$ |
32,714 |
|
|
$ |
28,160 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization on property and equipment |
|
|
9,010 |
|
|
|
6,917 |
|
|
|
5,232 |
|
Depreciation on rental equipment |
|
|
94,211 |
|
|
|
78,159 |
|
|
|
54,534 |
|
Amortization of loan discounts and deferred financing costs |
|
|
1,374 |
|
|
|
2,232 |
|
|
|
2,744 |
|
Amortization of intangible assets |
|
|
1,060 |
|
|
|
46 |
|
|
|
94 |
|
Provision for losses on accounts receivable |
|
|
2,212 |
|
|
|
1,925 |
|
|
|
1,508 |
|
Provision for inventory obsolescence |
|
|
90 |
|
|
|
24 |
|
|
|
30 |
|
Provision for deferred income taxes |
|
|
38,876 |
|
|
|
8,968 |
|
|
|
645 |
|
Stock-based compensation expense |
|
|
1,255 |
|
|
|
991 |
|
|
|
|
|
Loss on early extinguishment of debt |
|
|
320 |
|
|
|
40,771 |
|
|
|
|
|
Gain on sales of property and equipment, net |
|
|
(469 |
) |
|
|
(479 |
) |
|
|
(91 |
) |
Gain on sales of rental equipment, net |
|
|
(33,536 |
) |
|
|
(32,785 |
) |
|
|
(23,343 |
) |
Changes in operating assets and liabilities, net of impact of acquisitions: |
|
|
|
|
|
|
|
|
|
|
|
|
Receivables, net |
|
|
(31,448 |
) |
|
|
(2,861 |
) |
|
|
(32,128 |
) |
Inventories, net |
|
|
(57,431 |
) |
|
|
(69,949 |
) |
|
|
(44,159 |
) |
Prepaid expenses and other assets |
|
|
336 |
|
|
|
(6,188 |
) |
|
|
(335 |
) |
Accounts payable |
|
|
14,651 |
|
|
|
4,825 |
|
|
|
14,779 |
|
Manufacturer flooring plans payable |
|
|
(4,876 |
) |
|
|
54,300 |
|
|
|
42,530 |
|
Accrued expenses payable and other liabilities |
|
|
5,165 |
|
|
|
6,570 |
|
|
|
1,986 |
|
Accrued loss from litigation |
|
|
|
|
|
|
|
|
|
|
(17,434 |
) |
Deferred compensation payable |
|
|
(1,332 |
) |
|
|
(8,451 |
) |
|
|
1,152 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
104,094 |
|
|
|
117,729 |
|
|
|
35,904 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of businesses, net of cash acquired |
|
|
(100,177 |
) |
|
|
(56,962 |
) |
|
|
|
|
Purchases of property and equipment |
|
|
(17,955 |
) |
|
|
(16,683 |
) |
|
|
(8,283 |
) |
Purchases of rental equipment |
|
|
(194,054 |
) |
|
|
(226,093 |
) |
|
|
(162,780 |
) |
Proceeds from sales of property and equipment |
|
|
940 |
|
|
|
2,019 |
|
|
|
960 |
|
Proceeds from sales of rental equipment |
|
|
122,599 |
|
|
|
105,731 |
|
|
|
87,028 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(188,647 |
) |
|
|
(191,988 |
) |
|
|
(83,075 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock, net of issue costs |
|
|
|
|
|
|
207,018 |
|
|
|
|
|
Excess tax benefits from stock-based awards |
|
|
44 |
|
|
|
|
|
|
|
|
|
Purchases of treasury stock |
|
|
(13,431 |
) |
|
|
|
|
|
|
|
|
Borrowings on senior secured credit facility |
|
|
1,076,106 |
|
|
|
917,028 |
|
|
|
616,518 |
|
Payments on senior secured credit facility |
|
|
(964,416 |
) |
|
|
(1,014,345 |
) |
|
|
(565,360 |
) |
Proceeds from issuance of senior unsecured notes |
|
|
|
|
|
|
250,000 |
|
|
|
|
|
Principal payments on senior secured notes |
|
|
(4,752 |
) |
|
|
(214,608 |
) |
|
|
|
|
Principal payments on senior subordinated notes |
|
|
|
|
|
|
(59,155 |
) |
|
|
|
|
Payment of deferred financing costs |
|
|
(585 |
) |
|
|
(8,782 |
) |
|
|
(92 |
) |
Payments of related party obligation |
|
|
(300 |
) |
|
|
(300 |
) |
|
|
(300 |
) |
Payments of capital lease obligation |
|
|
(2,287 |
) |
|
|
|
|
|
|
(1,120 |
) |
Proceeds from issuance of notes payable |
|
|
|
|
|
|
1,271 |
|
|
|
(206 |
) |
Principal payments on notes payable |
|
|
(367 |
) |
|
|
(192 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
90,012 |
|
|
|
77,935 |
|
|
|
49,440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash |
|
|
5,459 |
|
|
|
3,676 |
|
|
|
2,269 |
|
Cash, beginning of year |
|
|
9,303 |
|
|
|
5,627 |
|
|
|
3,358 |
|
|
|
|
|
|
|
|
|
|
|
Cash, end of year |
|
$ |
14,762 |
|
|
$ |
9,303 |
|
|
$ |
5,627 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated statements.
57
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
FOR THE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
2005 |
|
|
(Amounts in thousands) |
Supplemental schedule of noncash investing and financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Noncash asset purchases: |
|
|
|
|
|
|
|
|
|
|
|
|
Assets transferred from new and used inventory to rental fleet |
|
$ |
64,040 |
|
|
$ |
25,196 |
|
|
$ |
19,845 |
|
Capital lease obligation incurred |
|
$ |
4,698 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
33,232 |
|
|
$ |
28,049 |
|
|
$ |
38,314 |
|
Income taxes, net of refunds received |
|
$ |
2,632 |
|
|
$ |
576 |
|
|
$ |
171 |
|
58
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2007 and 2006
(1) Organization and Nature of Operations
Organization
In connection with our initial public offering of common stock in February 2006 (see note 3 to
the consolidated financial statements for further information regarding our initial public
offering), we converted H&E Equipment Services L.L.C. (H&E LLC), a Louisiana limited liability
company and the wholly-owned operating subsidiary of H&E Holding L.L.C. (Holdings), into H&E
Equipment Services, Inc., a Delaware corporation. Prior to our initial public offering, our
business was conducted through H&E LLC. In order to have an operating Delaware corporation as the
issuer of our initial public offering, immediately prior to the closing of the initial public
offering, on February 3, 2006, H&E LLC and Holdings merged with and into us (H&E Equipment
Services, Inc.), with us surviving the reincorporation merger as the operating company. Effective
February 3, 2006, H&E LLC and Holdings no longer existed. In these transactions (collectively, the
Reorganization Transactions), holders of preferred limited liability company interests and
holders of common limited liability company interests in Holdings received shares of our common
stock. All references to common stock share and per share amounts included in our consolidated
statements of income for the years ended December 31, 2007, 2006 and 2005 have been retroactively
adjusted to reflect the Reorganization Transactions as if the Reorganization Transactions had taken
place as of the beginning of the earliest period presented.
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 platform equipment; (2)
cranes; (3) earthmoving equipment; and (4) industrial lift trucks. By providing equipment sales,
rental, on-site parts, and 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 service operations.
(2) Summary of Significant Accounting Policies
Principles of Consolidation and Basis of Presentation
Our 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 Holdings, Inc., H&E Equipment
Services (California) LLC and our recent acquisition, as described in note 4 to the consolidated
financial statements, J.W. Burress, Incorporated (Burress), now known as H&E Equipment Services
(Mid-Atlantic), Inc., consummated on September 1, 2007, collectively referred to herein as we or
us or our or the Company.
All significant intercompany accounts and transactions have been eliminated in these
consolidated financial statements. Business combinations accounted for as purchases are included in
the consolidated financial statements from the respective dates of acquisition.
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 consolidated balance sheets are presented on an unclassified basis.
59
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 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 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.
Reclassifications
Certain reclassifications have been made to prior year balances to conform to the current year
presentation. Specifically, prior year amounts related to other intangible assets are now
presented in a separate intangible assets line item in the accompanying consolidated balance
sheets.
Revenue Recognition
In Staff Accounting Bulletin No. 104 (SAB 104), the Securities and Exchange Commission Staff
believes that revenue generally is realized or realizable and earned when all of the following
criteria are met: (1) Persuasive evidence of an arrangement exist; (2) Delivery has occurred or
services have been rendered; (3) The sellers price to the buyer is fixed or determinable; and (4)
Collectibility is reasonably assured. Consistent with SAB 104, our policy recognizes 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. A rental contract term can be daily, weekly or monthly.
Because the term of the contracts can extend across financial reporting periods, we record unbilled
rental revenue and deferred revenue at the end of reporting periods so rental revenue is
appropriately stated in the periods presented. Revenue from the sale of new and used equipment and
parts is recognized at the time of delivery to, or pick-up by, the customer and when all
obligations under the sales contract have been fulfilled and collectability is reasonably assured.
Services revenue is recognized at the time the services are rendered. Other revenues consist
primarily of billings to customers for rental equipment delivery and damage waiver charges and are
recognized at the time an invoice is generated and after the service has been provided.
Inventories
New and used equipment inventories are stated at the lower of cost or market, with cost
determined by specific-identification. Parts and supplies are stated at the lower of the average
cost or market.
Rental Equipment
The rental equipment we purchase is stated at cost and is depreciated over the estimated
useful lives of the equipment using the straight-line method. 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 equipment 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 become fully depreciated over a three year estimated useful life.
Ordinary repair and maintenance costs and property taxes are charged to operations as incurred.
Expenditures for additions or improvements that significantly extend the useful life of the asset
are capitalized in the period incurred. When rental equipment is sold or disposed of, the related
cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is
included in our consolidated statements of income. We receive individual offers for fleet on a
continual basis, at which time we perform an analysis on whether or not to accept the offer. The
rental equipment is not transferred to inventory under the held for sale model as the equipment is
used to generate revenues until the equipment is sold.
60
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Property and Equipment
Property and equipment are recorded at cost and are depreciated over the assets estimated
useful lives using the straight-line method. Ordinary repair and maintenance costs are charged to
operations as incurred. We periodically review the carrying value of our long-lived assets for
possible impairment. Leasehold improvements are amortized using the straight-line method over their
estimated useful lives or the remaining term of the lease, whichever is shorter. Generally, we
assign the following estimated useful lives to these categories:
|
|
|
|
|
Estimated |
Category |
|
Useful Life |
Transportation equipment |
|
5 years |
Buildings |
|
39 years |
Office equipment |
|
5 years |
Computer equipment |
|
3 years |
Machinery and equipment |
|
7 years |
Impairment of Long-Lived Assets
When events or circumstances indicate that the carrying amount of long-lived assets to be held
and used or intangible assets might not be recoverable, the expected future undiscounted cash flows
from the assets are estimated and compared with the carrying amount of the assets. If the sum of
the estimated undiscounted cash flows is less than the carrying amount of the assets, an impairment
loss is recorded. The impairment loss is measured by comparing the fair value of the assets with
their carrying amounts. Fair value is determined based on discounted cash flow or appraised values,
as appropriate. We did not record any imparment losses related to our long-lived assets during
2007, 2006 or 2005.
Deferred Financing Costs and Initial Purchasers Discounts
Deferred financing costs include underwriting, legal, accounting and other direct costs
incurred in connection with the issuance, and amendments thereto, of the Companys debt. These
costs are amortized over the terms of the related debt using the straight-line method which approximates amortization using
the effective interest rate method. Initial purchasers discounts are
amortized over the terms of the related debt, utilizing the effective interest method. The
amortization expense of deferred financing costs and accretion of initial purchasers discounts is
included in interest expense as an overall cost of the related financings.
Goodwill
We have used the purchase method of accounting for all of our business combinations. Our
business acquisitions result in the allocation of purchase price to goodwill and other intangible
assets. We allocate the cost of acquired companies first to identifiable assets based on estimated
fair values. The excess of the purchase price over the fair value of identifiable assets acquired,
net of liabilities assumed, is recorded as goodwill.
Under SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142), we evaluate goodwill
for impairment at the reporting unit level at least annually, or more frequently if triggering
events occur or other impairment indicators arise which might impair recoverability. Impairment of
goodwill is evaluated at the reporting unit level. A reporting unit is defined as an operating
segment (i.e. before aggregation or combination), or one level below an operating segment (i.e. a
component). A component of an operating segment is a reporting unit if the component constitutes a
business for which discrete financial information is available and segment management regularly
reviews the operating results of that component. We have identified two components within our
Rental operating segment and have determined that each of our other operating segments (New, Used,
Parts and Service) represent a reporting unit, resulting in six total reporting units. To
determine if any of our reporting units are impaired, we must determine whether the fair value of
our reporting units is greater than their carrying value. If the fair value of a reporting unit is
less than its carrying value, then the implied fair value of
goodwill must be calculated and compared to its carrying value to measure the amount of
impairment, if any. Our evaluation has noted no instances of impairment of goodwill.
61
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The changes in the carrying amount of goodwill for our reporting units for the years ended
December 31, 2007, 2006 and 2005 were as follows (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rentals |
|
|
Rentals |
|
|
New |
|
|
Used |
|
|
|
|
|
|
|
|
|
|
|
|
Component |
|
|
Component |
|
|
Equipment |
|
|
Equipment |
|
|
Parts |
|
|
Service |
|
|
|
|
|
|
1 |
|
|
2 |
|
|
Sales |
|
|
Sales |
|
|
Sales |
|
|
Revenues |
|
|
Total |
|
Balance at December
31, 2005 |
|
$ |
1,150 |
|
|
$ |
2,567 |
|
|
$ |
1,694 |
|
|
$ |
1,084 |
|
|
$ |
841 |
|
|
$ |
1,236 |
|
|
$ |
8,572 |
|
Acquisition of
Eagle (see note 4) |
|
|
7,822 |
|
|
|
9,560 |
|
|
|
660 |
|
|
|
1,541 |
|
|
|
880 |
|
|
|
1,538 |
|
|
|
22,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December
31, 2006 |
|
|
8,972 |
|
|
|
12,127 |
|
|
|
2,354 |
|
|
|
2,625 |
|
|
|
1,721 |
|
|
|
2,774 |
|
|
|
30,573 |
|
Acquisition of
Burress (see note
4) |
|
|
|
|
|
|
7,086 |
|
|
|
5,474 |
|
|
|
3,488 |
|
|
|
4,404 |
|
|
|
3,706 |
|
|
|
24,158 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December
31, 2007 |
|
$ |
8,972 |
|
|
$ |
19,213 |
|
|
$ |
7,828 |
|
|
$ |
6,113 |
|
|
$ |
6,125 |
|
|
$ |
6,480 |
|
|
$ |
54,731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a result of the significance of the Burress acquisition on September 1, 2007, and the
impact of the acquisition to our recorded goodwill, management reassessed and changed its annual
impairment testing date from December 31 to October 1. We believe this change in testing date is
preferable under the circumstances as the change more closely aligns the analysis with our annual
budgeting and forecasting process, which leads to increased efficiency in the process and cost
savings. We do not believe that this change in annual impairment testing dates will accelerate or
delay an impairment charge or otherwise avoid an impairment charge.
Intangible Assets
Intangible assets include other intangible assets acquired in the Burress acquisition. The
intangible assets related to the Burress trade name and its various non-compete agreements are
amortized on a straight-line basis with estimated useful lives ranging from one to five years. The
straight-line method of amortization of these assets reflects an appropriate allocation of the
costs of these intangible assets to earnings in proportion to the amount of economic benefits
obtained in each reporting period. The intangible asset related to the acquired Burress customer
relationships is being amortized over a six-year useful life based on the expected cash flows to be
derived from the acquired customer base. Intangible assets are tested for impairment whenever
events or circumstances indicate that a carrying amount of an asset may not be recoverable. An
impairment loss would be recognized when the carrying amount of an asset exceeds the estimated
undiscounted future cash flows expected to result from the use of the asset and its eventual
disposition. The impairment loss to be recorded would be the excess of the assets carrying value
over its fair value. Fair value is generally determined using a cash flow analysis or other
valuation technique. Total amortization expense for the year ended December 31, 2007 totaled $1.1
million and total amortization expense was approximately $0.1 million for each of the years ended
December 31, 2006 and 2005. See also note 4 to the consolidated financial statements for further
information on our intangible assets as of December 31, 2007.
Reserves for Claims
We are exposed to various claims relating to our business, including those for which we
provide self-insurance. Claims for which we self-insure include: (1) workers compensation claims;
(2) general liability claims by third parties for injury or property damage caused by our equipment
or personnel; (3) automobile liability claims; and (4) employee health insurance claims. These
types of claims may take a substantial amount of time to resolve and, accordingly, the ultimate
liability associated with a particular claim, including claims incurred but not reported as of a
period-end reporting date, may not be known for an extended period of time. Our methodology for
developing self-insurance reserves is based on management estimates and independent third party
actuarial estimates. Our estimation process considers, among other matters, the cost of known
claims over time, cost inflation and incurred but not reported claims. These estimates may change
based on, among other things, changes in our claim history or receipt of additional information
relevant to assessing the claims. Further,
62
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
these estimates may prove to be inaccurate due to
factors such as adverse judicial determinations or other claim
settlements at higher than estimated amounts. Accordingly, we may be required to increase or
decrease our reserve levels.
At December 31, 2007, our claims reserves related to workers compensation,
general liability and automotive liability totaled approximately $4.2 million and our employee
health insurance claims reserve totaled $1.6 million.
Sales Taxes
We impose and collect significant amounts of sales taxes concurrent with our revenue-producing
transactions with customers and remit those taxes to the various governmental agencies as
prescribed by the taxing jurisdictions in which we operate. We present such taxes in our
consolidated statements of income on a net basis.
Advertising
Advertising costs are expensed as incurred and totaled $1.4 million, $1.1 million and $1.0
million for the years ended December 31, 2007, 2006 and 2005, respectively.
Shipping and Handling Fees and Costs
Shipping and handling fees billed to customers are recorded as revenues while the related
shipping and handling costs are included in other cost of revenues.
Income Taxes
The Company files a consolidated federal income tax return with its wholly-owned subsidiaries.
The Company is a C-Corporation under the provisions of the Internal Revenue Code. We utilize the
asset and liability approach to measuring deferred tax assets and liabilities based on temporary
differences existing at each balance sheet date using currently enacted tax rates in accordance
with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. This
standard takes into account the differences between financial statement treatment and tax treatment
of certain transactions. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. Our deferred tax calculation
requires management to make certain estimates about future operations. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more likely than not
that some portion or all of the deferred tax assets will not be realized. The effect of a change in
tax rate is recognized as income or expense in the period that includes the enactment date.
Fair Value of Financial Instruments
The carrying value of financial instruments reported in the accompanying 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 carrying amounts for our senior secured credit facility approximates
fair value due to the fact that the underlying instrument includes provisions to adjust interest
rates to approximate fair market value. The fair value of our letters of credit is based on fees
currently charged for similar agreements while the carrying amounts and fair values of our other
financial instruments subject to fair value disclosures have been calculated based upon market
quotes and present value calculations based on market rates, which are presented in the table below
(amounts in thousands):
63
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007 |
|
|
Carrying |
|
Fair |
|
|
Amount |
|
Value |
Manufacturer flooring plans payable with interest computed at 8.25% |
|
$ |
162,939 |
|
|
$ |
111,354 |
|
Senior unsecured notes with interest computed at 8 3¤8 % |
|
|
250,000 |
|
|
|
225,000 |
|
Notes payable to lenders with interest computed at 7.25% to 9.55% |
|
|
1,987 |
|
|
|
1,187 |
|
Capital lease payable with interest computed at 5.929% |
|
|
2,411 |
|
|
|
2,425 |
|
Letters of credit |
|
|
|
|
|
|
74 |
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
Carrying |
|
Fair |
|
|
Amount |
|
Value |
Manufacturer flooring plans payable with interest computed at 8.25% |
|
$ |
148,028 |
|
|
$ |
104,318 |
|
Senior secured notes with interest computed at 11 1¤8% |
|
|
4,477 |
|
|
|
4,746 |
|
Senior unsecured notes with interest computed at 8 3¤8% |
|
|
250,000 |
|
|
|
261,875 |
|
Notes payable to financial institution with interest computed at 4.25% |
|
|
342 |
|
|
|
290 |
|
Notes payable to lenders with interest computed at 7.25% to 9.55% |
|
|
2,012 |
|
|
|
1,057 |
|
Letters of credit |
|
|
|
|
|
|
103 |
|
Concentrations of Credit and Supplier Risk
Financial instruments that potentially subject the Company to concentrations of credit risk
consist primarily of trade accounts receivable. We believe that credit risk with respect to trade
accounts receivable is mitigated by our large number of geographically diverse customers and our
credit evaluation procedures. Although generally no collateral is required, when feasible,
mechanics liens are filed and personal guarantees are signed to protect the Companys interests.
We maintain reserves for potential losses.
We record trade accounts receivables at sales value and establish specific reserves for
certain customer accounts identified as known collection problems due to insolvency, disputes or
other collection issues. The amounts of the specific reserves estimated by management are based on
the following assumptions and variables: the customers financial position, age of the customers
receivables and changes in payment schedules. In addition to the specific reserves, management
establishes a non-specific allowance for doubtful accounts by applying specific percentages to the
different receivable aging categories (excluding the specifically reserved accounts). The
percentage applied against the aging categories increases as the accounts become further past due.
The allowance for doubtful accounts is charged with the write-off of uncollectible customer
accounts.
We purchase a significant amount of equipment from the same manufacturers with whom we have
distribution agreements. During the year ended December 31, 2007, we purchased approximately 60.1%
from four manufacturers providing our rental and sales equipment. We believe that while there are
alternative sources of supply for the equipment we purchase in each of the principal product
categories, termination of one or more of our relationships with any of our major suppliers of
equipment could have a material adverse effect on our business, financial condition or results of
operation if we were unable to obtain adequate or timely rental and sales equipment.
Earnings per Share
Earnings per common share for the years ended December 31, 2007, 2006 and 2005 are based on
the weighted average number of common shares outstanding during the period and have been
retroactively adjusted to reflect the Reorganization Transactions as if the Reorganization
Transactions had occurred at the beginning of the earliest year presented. The following table sets
forth the computation of basic and diluted net income per common share for the years ended December
31, 2007, 2006 and 2005 (amounts in thousands, except per share amounts):
64
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Basic net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
64,626 |
|
|
$ |
32,714 |
|
|
$ |
28,160 |
|
Weighted average number of common shares outstanding |
|
|
38,065 |
|
|
|
36,933 |
|
|
|
25,492 |
|
Net income per common share basic |
|
$ |
1.70 |
|
|
$ |
0.89 |
|
|
$ |
1.10 |
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
64,626 |
|
|
$ |
32,714 |
|
|
$ |
28,160 |
|
Weighted average number of common shares outstanding |
|
|
38,065 |
|
|
|
36,933 |
|
|
|
25,492 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive stock options |
|
|
|
|
|
|
14 |
|
|
|
|
|
Effect of dilutive non-vested stock |
|
|
|
|
|
|
35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
diluted |
|
|
38,065 |
|
|
|
36,982 |
|
|
|
25,492 |
|
Net income per common share diluted |
|
$ |
1.70 |
|
|
$ |
0.88 |
|
|
$ |
1.10 |
|
|
|
|
|
|
|
|
|
|
|
Common shares excluded from the denominator as anti-dilutive: |
|
|
|
|
|
|
|
|
|
|
|
|
Stock options |
|
|
51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested stock |
|
|
81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-Based Compensation
We adopted our 2006 Stock-Based Incentive Compensation Plan (the Stock Incentive Plan) in
January 2006 prior to our initial public offering of common stock. The Stock Incentive Plan was
further amended and restated with the approval of our stockholders at the 2006 annual meeting of
the stockholders of the Company to provide for the inclusion of non-employee directors as persons
eligible to receive awards under the Stock Incentive Plan. Prior to the adoption of the Stock
Incentive Plan in January 2006, no share-based payment arrangements existed. The Stock Incentive
Plan is administered by the Compensation Committee of our Board of Directors, which selects persons
eligible to receive awards and determines the number of shares and/or options subject to each
award, the terms, conditions, performance measures, if any, and other provisions of the award.
Under the Stock Incentive Plan, we may offer deferred shares or restricted shares of our common
stock and grant options, including both incentive stock options and nonqualified stock options, to
purchase shares of our common stock. Shares available for future stock-based payment awards under
our Stock Incentive Plan were 4,411,222 shares as of December 31, 2007.
We account for our stock-based compensation plan using the fair value recognition provisions
of Statement of Financial Accounting Standard No. 123 (revised) (FAS 123(R)), Share-Based
Payment. FAS 123(R) became effective for us at the beginning of the first quarter of our fiscal
year ended December 31, 2006. Under the provisions of FAS 123(R), 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).
Non-vested Stock
The following table summarizes our non-vested stock activity for the year ended December 31,
2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Number of |
|
Average Grant |
|
|
Shares |
|
Date Fair Value |
Non-vested stock at January 1, 2007 |
|
|
121,950 |
|
|
$ |
24.60 |
|
Granted |
|
|
|
|
|
|
|
|
Vested |
|
|
(40,650 |
) |
|
$ |
24.60 |
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested stock at December 31, 2007 |
|
|
81,300 |
|
|
$ |
24.60 |
|
|
|
|
|
|
|
|
|
|
As of December 31, 2007, we have unrecognized compensation expense of $1.1 million related to
non-vested stock. The following table summarizes compensation expense included in selling, general
and
65
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
administrative expenses in the accompanying consolidated statements of income for the years
ended December 31, 2007, 2006 and 2005 (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
2007 |
|
2006 |
|
2005 |
Compensation expense |
|
$ |
1,000 |
|
|
$ |
854 |
|
|
$ |
|
|
We receive a tax deduction when non-vested stock vests at a higher value than the value used to
recognize compensation expense at the date of grant. Excess tax benefits are recorded when a
deduction reported for tax return purposes for an award of equity instruments exceeds the
cumulative compensation cost for the instruments recognized for financial reporting purposes. For
the year ended December 31, 2007, we recognized $44 thousand of excess tax benefits associated with
the vesting of the above 40,650 shares on February 22, 2007. There was no vesting of non-vested
stock prior to 2007.
Stock Options
We use the Black-Scholes option pricing model to estimate the fair value of stock-based option
awards with the following weighted-average assumptions for the indicated periods. No stock options
were granted prior to 2006.
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
2007 |
|
2006 |
Risk-free interest rate |
|
|
5.0 |
% |
|
|
5.0 |
% |
Expected life of options (in years) |
|
|
6.0 |
|
|
|
6.0 |
|
Expected volatility |
|
|
33.0% - 35.0 |
% |
|
|
35.0 |
% |
Expected annual dividend yield |
|
|
|
|
|
|
|
|
The assumptions above are based on multiple factors. We determined the expected life of the
option awards to be approximately 6.0 years by utilizing the simplified method as allowed by the SEC in Staff Accounting Bulletin No. 107, Share-Based Payment (SAB107).
Since the Company is a public entity with limited
historical data on the price of its publicly traded common stock and has no history of share-based
exercise activity, we, as provided for in SAB 107, based our estimate of expected volatility on the historical, expected or implied
volatility of similar entities within our industry whose share or option prices are publicly
available.
At December 31, 2007, there was $0.3 million of unrecognized compensation cost related to
these stock option awards that are expected to be recognized over a weighted-average period of 1.4
years. The following table summarizes compensation expense included in selling, general and
administrative expenses in the accompanying consolidated statements of income for the years ended
December 31, 2007, 2006 and 2005 (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
2007 |
|
2006 |
|
2005 |
Compensation expense |
|
$ |
255 |
|
|
$ |
138 |
|
|
$ |
|
|
66
The following table represents stock option activity for the year ended December 31, 2007:
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
Number of |
|
Weighted Average |
|
Contractual Life |
|
|
Shares |
|
Exercise Price |
|
In Years |
Outstanding options at January 1, 2007 |
|
|
45,000 |
|
|
$ |
24.60 |
|
|
|
|
|
Granted |
|
|
6,000 |
|
|
$ |
26.27 |
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
Canceled, forfeited or expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding options at December 31, 2007 |
|
|
51,000 |
|
|
$ |
24.80 |
|
|
|
8.30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at December 31, 2007 |
|
|
15,000 |
|
|
$ |
24.60 |
|
|
|
8.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The closing price of our common stock on December 31, 2007 was $18.88. All options
outstanding at December 31, 2007 have grant date fair values which exceed the December 31, 2007
closing stock price.
The following table summarizes non-vested stock option activity for the year ended December
31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
Number of |
|
Grant Date Fair |
|
|
Shares |
|
Value |
Non-vested stock options at January 1, 2007 |
|
|
45,000 |
|
|
$ |
24.60 |
|
Granted |
|
|
6,000 |
|
|
$ |
26.27 |
|
Vested |
|
|
(15,000 |
) |
|
$ |
24.60 |
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested stock options at December 31, 2007 |
|
|
36,000 |
|
|
$ |
24.88 |
|
|
|
|
|
|
|
|
|
|
Purchases of Company Common Stock
On November 8, 2007, our Board of Directors authorized a stock repurchase program, under which
we may purchase, from time to time, in open market transactions at prevailing prices or through
privately negotiated transactions as conditions permit, up to $100 million of our outstanding
common stock. The repurchase program is expected to continue until December 31, 2008 unless
extended or shortened by the Board of Directors. We expect to fund the repurchases of our common
stock with working capital and/or borrowings under the our existing credit facility. On November 7,
2007, we amended the Second Amended and Restated Credit Agreement to permit the stock repurchase
program, subject to certain restrictions.
We purchased during 2007 a total of 708,491 shares of our common stock totaling approximately
$13.0 million under the stock repurchase program. Subsequent to
December 31, 2007, and as of March 3, 2008, we had
repurchased an additional 972,790 shares of our common stock
totaling approximately $15.8 million under the stock repurchase
program. Purchases of our common stock are accounted for as treasury stock in the
accompanying consolidated balance sheets using the cost method. Repurchased stock is included in
authorized shares, but is not included in shares outstanding.
Segment Reporting
We have determined in accordance with SFAS No. 131,Disclosures about Segments of an
Enterprise and Related Information, that we have five reportable segments. 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. See note 21 to the consolidated
financial statements regarding our segment information.
Recently Adopted Accounting Pronouncements
In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No.
48, Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109
(FIN 48), which clarifies the accounting for uncertainty in income taxes recognized in accordance
with FASB Statement No. 109 (FAS 109). FIN 48 clarifies the application of FAS 109 by defining
criteria that an individual tax position must meet for any part of the benefit of that position to
be recognized in the financial statements.
67
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Additionally, FIN 48 provides guidance on the measurement, derecognition, classification and disclosure of tax positions, along with accounting
for the related interest and penalties. The issuance of FASB Staff Position No. FIN 48-1,
Definition of Settlement in FASB Interpretation No. 48, in May 2007 amends FIN 48 to provide
guidance on how an enterprise should determine whether a tax position is effectively settled for
the purposes of recognizing previously unrecognized tax benefits.
FIN 48 provides that the cumulative effect of applying the provisions is reported as an
adjustment to opening retained earnings in the period of adoption. We adopted the provisions of FIN
48 as of January 1, 2007, and in so doing, have analyzed filing positions in all of the federal and
state jurisdictions where we are required to file
income tax returns, as well as all open tax years in these jurisdictions. The cumulative
effect of applying this interpretation did not result in any adjustment to our retained earnings as
of January 1, 2007.
Consistent with our historical financial reporting, to the extent we generate or incur
interest income, interest expense or penalties related to unrecognized income tax benefits, such
items are recorded in Other income or expense in our consolidated statements of operations. We
did not incur any income tax related interest income, interest expense or penalties related to FIN
48 for the year ended December 31, 2007.
As of January 1, 2007, we had an unrecognized tax benefit of $6.2 million. The net impact of
recording this liability was a reclassification between deferred income tax liabilities and
deferred income tax assets, resulting in no adjustment to retained earnings. If recognized, there
would be no impact to the effective income tax rate. There was no change in the unrecognized tax
benefit for the year ended December 31, 2007. At this time, we do not expect to recognize
significant increases or decreases in unrecognized tax benefits during the next twelve months
related to FIN 48.
Our U.S. federal tax returns for 2004 and subsequent years remain subject to examination by
tax authorities. We are also subject to examination in various state jurisdictions for 2003 and
subsequent years.
Recently Issued Accounting Pronouncements
In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No.
157, Fair Value Measurements (FAS 157). FAS 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands disclosures about
fair value measurements. The provisions of this standard do not require any new fair value
measurements, but rather, it provides enhanced guidance to other accounting pronouncements that
require or permit fair value measurements. FAS 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. All
valuation adjustments will be recognized as cumulative-effect adjustments to the opening balance of
retained earnings for the fiscal year in which FAS 157 is initially applied. FAS 157 became
effective for us on January 1, 2008. On February 12, 2008, the FASB issued Financial Statement of Position (FSP) No. FAS 157-2,
Effective Date of FASB Statement No. 157, which delays the effective date of FAS 157 for one year
for nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed
at fair value on a recurring basis, at least annually. In addition, the FASB has agreed to issue a
second FSP that will exclude from the scope of FAS 157 certain leasing transactions accounted for
under SFAS No. 13, Accounting for Leases and its related interpretative accounting pronouncements
that address leasing transactions. The exclusion does not apply to fair value measurements of
assets and liabilities recorded as a result of a lease transaction but measured pursuant to other
pronouncements within the scope of FAS 157. We are still evaluating the potential impact of
adopting FAS 157, but do not expect it to have a material impact to our consolidated results of
operations, cash flows or financial position.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities including an amendment of FASB Statement No. 115 (FAS 159). FAS 159
allows an entity the irrevocable option to elect fair value for the initial and subsequent
measurement of certain financial assets and liabilities under an instrument-by-instrument election.
Subsequent measurements for the financial assets and liabilities an entity elects to fair value
will be recognized in the entitys results of operations. FAS 159 is effective for fiscal years
beginning after November 15, 2007, but is not required to be adopted. We are in the process of
determining the financial impact that this will have on our results of operations and financial
position, if the fair value option is elected.
68
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (FAS
141R), which replaces SFAS No. 141 (FAS 141). This Statement retains the fundamental
requirements in FAS 141 that the acquisition method of accounting (which FAS 141 called the
purchase method) be used for all business combinations. FAS 141R also establishes principles and
requirements for how the acquirer: a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain
from a bargain purchase; and c) determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the business combination. FAS
141R is effective as of the beginning of an entitys fiscal year that begins after December 15,
2008. Early adoption is prohibited. Management is currently evaluating the impact of adopting FAS
141R, which also requires acquisition transaction costs to be expensed as incurred rather than
capitalized as a direct cost of the acquistion,
as transaction costs are not considered an element of the fair value of the company acquired.
Depending upon the size, nature and complexity of a future acquisition transaction, such
transaction costs could be material to our results of operations under FAS 141R.
(3) Initial Public Offering and Use of Proceeds
We completed an initial public offering of our common stock, par value $.01 per share, on
February 3, 2006. In the offering, we sold 12,578,125 shares for an aggregate offering price of
$226.4 million. Net proceeds to us, after deducting underwriting discounts and commissions and
offering expenses, totaled approximately $207.0 million. Aggregate underwriting discounts and
commissions totaled approximately $15.9 million and aggregate offering expenses totaled
approximately $3.5 million.
We used the net offering proceeds to us of $207.0 million as follows:
|
|
|
$56.9 million to complete our acquisition of Eagle High Reach Equipment, Inc. and all
of the equity interests of its subsidiary, Eagle High Reach Equipment, LLC (together,
Eagle), on February 28, 2006 (for information on the Eagle acquisition, see note 4 to the
consolidated financial statements); |
|
|
|
|
$30.3 million to purchase rental equipment under operating leases; |
|
|
|
|
$8.6 million to pay deferred compensation owed to one of our current executives and a
former executive; and |
|
|
|
|
$96.6 million to repay outstanding principal indebtedness under our senior secured
credit facility. |
Additionally, we paid $8.0 million to Bruckmann, Rosser, Sherill & Co., L.L.C. (an affiliate
of Bruckmann, Rosser, Sherill & Co., L.P. and Bruckmann, Rosser, Sherill & Co. II, L.P., two of our
then principal stockholders) in connection with the termination of a management services agreement.
The remaining net proceeds of approximately $6.6 million were used for general corporate purposes.
(4) Acquisitions
2007 Acquisition
We completed, effective as of September 1, 2007, and funded on September 4, 2007, the
acquisition of all of the outstanding capital stock of J.W. Burress, Incorporated (Burress) for
an estimated total consideration of approximately $144.1 million, consisting of cash paid of $97.8
million, liabilities assumed of $39.0 million, liabilities incurred of $5.0 million and transaction
costs of approximately $2.4 million. The Burress purchase price was funded from available cash on
hand and borrowings under our senior secured credit facility. Prior to the acquisition, Burress was
a privately-held company operating primarily as a distributor in the construction and industrial
equipment markets out of 12 locations in four states in the Mid-Atlantic region of the United
States. We had no material relationship with Burress prior to the acquisition. The name of Burress
was changed to H&E Equipment Services (Mid-Atlantic), Inc., effective September 4, 2007. This
acquisition marks our initial entry into three of the four Mid-Atlantic states that Burress
operates in and is consistent with our business strategy.
69
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Burress acquisition has been accounted for using the purchase method of accounting. The
aggregate purchase price has been allocated to the assets acquired and liabilities assumed based on
an estimate of their fair values. The excess of the purchase price over the fair value of the net
identifiable tangible and intangible assets acquired has been allocated to goodwill. Goodwill
generated from the acquisition was recognized given the expected contribution of Burress to our
overall corporate strategy. We estimate that approximately $19.1 million of the goodwill acquired
will be tax deductible. Our purchase price allocation is subject to adjustment based on the
finalization of any post-closing adjustments and settlement of amounts
currently held in escrow. We expect to finalize our purchase price allocation in the first quarter
of fiscal 2008. Our operating results for the year ended December 31, 2007 include the operating
results of Burress since the date of acquisition, September 1, 2007.
The purchase price of Burress, among other things, was based on a multiple of historical
adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization). Among the items
specifically excluded from the purchase price calculation was EBITDA derived from Burress
distribution relationship with Hitachi. Upon the consummation of the acquisition, the Burress
shareholders received notification from John Deere
Construction & Forestry Company (John Deere), Hitachis North American representative, of
termination of the Hitachi dealer agreement (the Termination Letter). Pursuant to the Termination
Letter, all Hitachi related manufacturer flooring plans payable totaling approximately $9.2 million
became due. The possibility that the Hitachi relationship would be terminated was anticipated by
the Company and Burress at the time the parties entered into the acquisition agreement and the
amount of the outstanding Hitachi manufacturer flooring plans payable was included in the
calculation of the purchase price. We paid the approximate $9.2 million of payables during
September 2007 with funds available under our senior secured credit facility. Additionally,
certain Hitachi rental fleet, new equipment inventory and parts inventory were to be returned to
John Deere or other designated Hitachi dealerships within 60 days of the termination notification.
We have returned all such Hitachi rental fleet, new equipment inventory and parts inventory to John
Deere pursuant to the termination notification. Approximately $0.1 million of credits related to
returned parts inventory have not been issued to date by John Deere. We have received all other
credits. We expect these pending credits to be issued to us by the end of the first quarter of
2008. Upon our return of the aforementioned equipment to John Deere, approximately $3.2 million of
manufacturer flooring plans payable associated with that equipment was canceled and credits were
issued for the returned equipment. Accordingly, these items were excluded from the allocation of
purchase price to the net assets acquired of Burress.
In conjunction with the termination of the Hitachi dealer agreement, John Deere commenced an
arbitration proceeding against Burress concerning John Deeres contractual right to terminate the
Hitachi dealer agreement and this arbitration proceeding is pending. No decision has been reached
in these proceedings to date. The Burress shareholders would have been entitled to receive
additional consideration of approximately $15.1 million payable over three years if the consent of
Hitachi, meeting the requirements of the acquisition agreement, had been obtained on or before
December 29, 2007. However, the consent of Hitachi was not obtained on or before that date;
accordingly, the Burress shareholders will not be entitled to any additional consideration related
to the previous distribution relationship with Hitachi.
In connection with the Burress acquisition, we entered into a Second Amended and Restated
Credit Agreement on September 1, 2007, by and among the Company, Great Northern Equipment, Inc.,
GNE Investments, Inc., H&E Finance Corp., H&E Equipment Services (California), LLC, H&E California
Holdings, Inc., J.W. Burress, Incorporated, General Electric Capital Corporation, as Agent, and the
Lenders (as defined therein) amending and restating our Amended and Restated Credit Agreement,
dated as of August 4, 2006, and pursuant to which, among other things, (i) the principal amount of
availability of the credit facility was increased from $250.0 million to $320.0 million, (ii) an
incremental facility, at Agents and Companys mutual agreement, in an aggregate amount of up to
$130.0 million at any time after the closing of the amendment, subject to existing and/or new
lender approval, was added, and (iii) Burress was added as a guarantor. We paid $0.4 million to
the lenders and also incurred approximately $0.1 million in other transaction costs in connection
with the transaction.
The following table summarizes our preliminary purchase price allocation based on estimated
fair values of the Burress assets acquired and liabilities assumed on September 1, 2007 (amounts in
thousands):
70
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
|
|
|
Receivables |
|
$ |
14,423 |
|
Inventories |
|
|
23,751 |
|
Rental equipment |
|
|
62,354 |
|
Property and equipment |
|
|
7,277 |
|
Prepaid expenses and other assets |
|
|
472 |
|
Intangible assets (1) |
|
|
11,688 |
|
Goodwill |
|
|
24,158 |
|
Accounts payable |
|
|
(8,758 |
) |
Manufacturer flooring plans payable |
|
|
(19,787 |
) |
Accrued expenses payable and other liabilities |
|
|
(5,693 |
) |
Due to Burress shareholders (2) |
|
|
(5,010 |
) |
Capital leases (3) |
|
|
(4,698 |
) |
|
|
|
|
Net assets acquired |
|
$ |
100,177 |
|
|
|
|
|
|
|
|
(1) |
|
The gross carrying value and accumulated amortization of the major classes of
intangible assets relating to the Burress acquisition as of December 31, 2007 are as
follows (dollar amounts in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Balances at December 31, 2007 |
|
|
|
Gross |
|
|
Amortization |
|
|
|
|
|
|
|
|
|
Carrying |
|
|
Period (in |
|
|
Accumulated |
|
|
Net Carrying |
|
Acquired Intangible Asset |
|
Amount |
|
|
Years) |
|
|
Amortization |
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade name |
|
$ |
1,370 |
|
|
|
1.0 |
|
|
$ |
457 |
|
|
$ |
913 |
|
Non-compete agreements |
|
|
788 |
|
|
|
4.0 |
|
|
|
65 |
|
|
|
723 |
|
Customer relationships |
|
|
9,530 |
|
|
|
6.0 |
|
|
|
524 |
|
|
|
9,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
11,688 |
|
|
|
5.3 |
|
|
$ |
1,046 |
|
|
$ |
10,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense is computed over the estimated useful life of the intangible assets
acquired on a straight-line basis. The following table presents the expected amortization expense
of the above intangible assets as of December 31 for each of the following periods (dollar amounts
in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ending |
|
|
|
|
|
Non-Compete |
|
Customer |
|
|
December 31, |
|
Trade Name |
|
Agreements |
|
Relationships |
|
Totals |
2008 |
|
$ |
913 |
|
|
$ |
197 |
|
|
$ |
1,405 |
|
|
$ |
2,515 |
|
2009 |
|
|
|
|
|
|
197 |
|
|
|
1,787 |
|
|
|
1,984 |
|
2010 |
|
|
|
|
|
|
197 |
|
|
|
1,763 |
|
|
|
1,960 |
|
2011 |
|
|
|
|
|
|
132 |
|
|
|
1,613 |
|
|
|
1,745 |
|
2012 |
|
|
|
|
|
|
|
|
|
|
1,504 |
|
|
|
1,504 |
|
|
|
|
(2) |
|
Represents the amount payable to Burress shareholders for the gross up effect related
to the Section 338 tax election pursuant to the acquisition agreement. |
|
(3) |
|
Represents the present value of our obligations under various capital leases assumed on
the date of acquisition. Subsequent to the acquisition date and during our third quarter
ended September 30, 2007, we paid approximately $3.2 million to purchase all vehicles
previously held under capital leases. The accompanying consolidated balance sheets
reflects the incremental cost basis of the vehicles from the lease buyouts in property and
equipment and appropriately reflects no obligation under those vehicle leases as of
December 31, 2007. Additionally, Burress previously leased four branch facility locations
under capital leases. On August 31, 2007, three of those capital leases related to Burress
branch facility locations were amended and these amendments resulted in a lease
classification change, pursuant to |
71
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
|
|
|
Statement on Financial Accounting Standard No. 13,
Accounting for Leases, from capital leases to operating leases as of September 1, 2007,
the acquisition date. Therefore, the accompanying consolidated balance sheet as of December
31, 2007 reflects the one remaining capital lease obligation on a Burress branch facility
for approximately $2.4 million. |
The following table contains unaudited pro forma consolidated statements of income information
for the years ended December 31, 2007 and 2006, as if the Burress transaction had occurred at the
beginning of each respective period presented (amounts in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
|
December 31, |
|
|
2007 |
|
2006 |
Total revenues |
|
$ |
1,116,849 |
|
|
$ |
971,328 |
|
Gross profit |
|
$ |
333,102 |
|
|
$ |
303,802 |
|
Operating income |
|
$ |
147,759 |
|
|
$ |
135,899 |
|
Net income |
|
$ |
65,054 |
|
|
$ |
39,274 |
|
Basic net income per common share |
|
$ |
1.71 |
|
|
$ |
1.06 |
|
Diluted net income per common share |
|
$ |
1.71 |
|
|
$ |
1.06 |
|
Net income and the resulting net income per common share for the year ended December 31, 2006
include the $40.8 million, or $31.5 million after tax, loss on early extinguishment of debt related
to the August 2006 issuance of our senior unsecured notes (see note 12 to the consolidated
financial statements for further information).
The pro forma information above does not include the pro forma effects of our 2006 acquisition
as further described below. The above pro forma information is presented for illustrative purposes
only and may not be indicative of the results of operations that would have actually occurred had
the Burress transaction occurred as presented. Further, the above pro forma amounts do not consider
any potential synergies or integration costs that may result from the transaction. In addition,
future results may vary significantly from the results reflected in such pro forma information.
2006 Acquisition
We completed, effective as of February 28, 2006, the acquisition of all of the outstanding
capital stock of Eagle High Reach Equipment, Inc. (now known as H&E California Holdings, Inc.) and
all of the outstanding equity interests of its subsidiary, Eagle High Reach Equipment, LLC (now
known as H&E Equipment Services (California) LLC) (collectively, Eagle) for consideration of
approximately $66.3 million, consisting of cash paid of $59.9 million, liabilities assumed of $3.6
million, liabilities incurred of $2.2 million, and transaction costs of $0.6 million. The Eagle
purchase price was determined based on the expected cash flows from the Eagle business and
negotiation with the sellers. The purchase price was funded out of the proceeds from our initial
public offering (see note 3 to the consolidated financial statements for further information on our
initial public offering). Prior to the acquisition, Eagle was a privately-held construction and
industrial equipment rental company. Eagle serves the southern California construction and
industrial markets out of four locations. This acquisition marked our initial entry into the
southern California market and is consistent with our business strategy.
The Eagle acquisition has been accounted for using the purchase method of accounting. The
aggregate purchase price has been allocated to the assets acquired and liabilities assumed based on
an estimate of their fair values. The excess of the purchase price over the fair value of the net
identifiable tangible and intangible assets acquired has been allocated to goodwill. Goodwill
generated from the acquisition was recognized given the expected contribution of Eagle to the
overall corporate strategy. We estimate that approximately $9.9 million of the goodwill acquired
will be tax deductible. Our operating results for the years ended December 31, 2007 and 2006
include the operating results of Eagle since the date of acquisition, February 28, 2006.
72
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes our final purchase price allocation based on fair values of the
Eagle assets acquired and liabilities assumed in February 2006 (amounts in thousands):
|
|
|
|
|
Cash |
|
$ |
32 |
|
Receivables |
|
|
7,300 |
|
Inventories |
|
|
915 |
|
Rental equipment |
|
|
32,235 |
|
Property and equipment |
|
|
3,154 |
|
Prepaid expenses and other assets |
|
|
654 |
|
Goodwill |
|
|
22,001 |
|
Accounts payable |
|
|
(483 |
) |
Accrued expenses payable and other liabilities |
|
|
(2,349 |
) |
Deferred income taxes |
|
|
(2,192 |
) |
Notes payable |
|
|
(755 |
) |
|
|
|
|
Net assets acquired |
|
$ |
60,512 |
|
|
|
|
|
The following table contains unaudited pro forma consolidated statements of operations
information for the years ended December 31, 2006 and 2005, as if the Eagle transaction had
occurred at the beginning of each respective period presented (amounts in thousands, except per
share data):
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
|
December 31, |
|
|
2006 |
|
2005 |
Total revenues |
|
$ |
809,697 |
|
|
$ |
633,816 |
|
Gross profit |
|
$ |
264,955 |
|
|
$ |
197,139 |
|
Operating income |
|
$ |
119,337 |
|
|
$ |
73,533 |
|
Net income |
|
$ |
32,365 |
|
|
$ |
30,451 |
|
Basic net income per common share |
|
$ |
0.88 |
|
|
$ |
1.19 |
|
Diluted net income per common share |
|
$ |
0.88 |
|
|
$ |
1.19 |
|
Net income and the resulting net income per common share for the year ended December 31, 2006
includes the $40.8 million, or $31.5 million after tax, loss on early extinguishment of debt
related to the August 2006 issuance of our senior unsecured notes. See note 12 to the consolidated
financial statements for further information.
The pro forma information above does not include the pro forma effects of the Burress
acquisition as described above. The above pro forma information is presented for illustrative
purposes only and may not be indicative of the results of operations that would have actually
occurred had the Eagle transaction occurred as presented. Further, the above pro forma amounts do
not consider any potential synergies or integration costs that may result from the transaction. In
addition, future results may vary significantly from the results reflected in such pro forma
information.
(5) Receivables
Receivables consisted of the following at December 31, 2007 and 2006 (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Trade receivables |
|
$ |
150,754 |
|
|
$ |
107,016 |
|
Unbilled rental revenue |
|
|
3,925 |
|
|
|
3,576 |
|
Income tax receivables |
|
|
856 |
|
|
|
|
|
Other |
|
|
26 |
|
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
155,561 |
|
|
|
110,612 |
|
Less allowance for doubtful accounts |
|
|
(4,413 |
) |
|
|
(2,852 |
) |
|
|
|
|
|
|
|
Total receivables, net |
|
$ |
151,148 |
|
|
$ |
107,760 |
|
|
|
|
|
|
|
|
73
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(6) Inventories
Inventories consisted of the following at December 31, 2007 and 2006 (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
New equipment |
|
$ |
106,777 |
|
|
$ |
96,733 |
|
Used equipment |
|
|
11,143 |
|
|
|
7,915 |
|
Parts, supplies and other |
|
|
25,869 |
|
|
|
22,089 |
|
|
|
|
|
|
|
|
Total inventories, net |
|
$ |
143,789 |
|
|
$ |
126,737 |
|
|
|
|
|
|
|
|
The above amounts are net of reserves for inventory obsolescence at December 31, 2007 and 2006
totaling $1.0 million and $1.3 million, respectively.
(7) Property and Equipment
Net property and equipment consisted of the following at December 31, 2007 and 2006 (amounts
in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Land |
|
$ |
6,147 |
|
|
$ |
4,726 |
|
Transportation equipment |
|
|
34,822 |
|
|
|
21,856 |
|
Building and leasehold improvements |
|
|
14,843 |
|
|
|
11,522 |
|
Office and computer equipment |
|
|
6,664 |
|
|
|
11,869 |
|
Machinery and equipment |
|
|
7,110 |
|
|
|
6,802 |
|
Property under capital lease |
|
|
2,419 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72,005 |
|
|
|
56,775 |
|
Less accumulated depreciation and amortization |
|
|
(26,591 |
) |
|
|
(27,112 |
) |
|
|
|
|
|
|
|
Total net property and equipment |
|
$ |
45,414 |
|
|
$ |
29,663 |
|
|
|
|
|
|
|
|
Accumulated depreciation and amortization at December 31, 2007 includes $0.1 million in
accumulated amortization related to a capital lease. Total depreciation and amortization on
property and equipment was $9.0 million, $6.9 million and $5.2 million for the years ended December
31, 2007, 2006 and 2005, respectively.
(8) Accounts Payable
Accounts payable consisted of trade accounts payable in the normal course of business of $84.9
million and $61.5 million at December 31, 2007 and 2006, respectively.
(9) Manufacturer Flooring Plans Payable
Manufacturer flooring plans payable are financing arrangements for inventory and rental
equipment. The interest cost incurred on the manufacturer flooring plans ranges between zero
percent and 1.9 percent plus the Prime Interest Rate. Certain manufacturer flooring plans provide
for a one to twelve-month reduced interest rate term or a deferred payment period. We recognize
interest expense based on the effective interest method. We make payments in accordance with the
original terms of the financing agreements. However, we routinely sell equipment that is financed
under manufacturer flooring plans prior to the original maturity date of the financing agreement.
The related manufacturer flooring plan payable is then paid at the time equipment being financed is
sold. The manufacturer flooring plans payable are secured by the equipment being financed.
74
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Maturities (based on original financing terms) of the manufacturer flooring plans payable as
of December 31, 2007 for each of the next five years ending December 31 are as follows (amounts in
thousands):
|
|
|
|
|
2008 |
|
$ |
34,500 |
|
2009 |
|
|
41,020 |
|
2010 |
|
|
30,008 |
|
2011 |
|
|
38,150 |
|
2012 |
|
|
17,010 |
|
Thereafter |
|
|
2,251 |
|
|
|
|
|
Total |
|
$ |
162,939 |
|
|
|
|
|
(10) Accrued Expenses Payable and Other Liabilities
Accrued expenses payable and other liabilities consisted of the following at December 31, 2007
and 2006 (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Payroll and related liabilities |
|
$ |
14,462 |
|
|
$ |
10,723 |
|
Sales, use and property taxes |
|
|
8,611 |
|
|
|
5,587 |
|
Accrued interest |
|
|
10,761 |
|
|
|
8,725 |
|
Accrued insurance |
|
|
4,578 |
|
|
|
4,620 |
|
Deferred revenue |
|
|
3,091 |
|
|
|
2,463 |
|
Other |
|
|
7,454 |
|
|
|
1,032 |
|
|
|
|
|
|
|
|
Total accrued expenses payable and other liabilities |
|
$ |
48,957 |
|
|
$ |
33,150 |
|
|
|
|
|
|
|
|
(11) Notes Payable
The following table summarizes our notes payable as of December 31, 2007 and 2006 (dollar
amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Notes payable to a financial institution maturing through 2009: |
|
|
|
|
|
|
|
|
Payable in monthly installments of approximately $19.
Interest is at 4.25%. Notes are collateralized by real
estate |
|
$ |
|
|
|
$ |
342 |
|
Notes payable to lender maturing through 2016: |
|
|
|
|
|
|
|
|
Payable in monthly installments of approximately $8.8.
Interest is at 7.25%. Notes are collateralized by real
estate |
|
|
1,250 |
|
|
|
1,265 |
|
Notes payable to lender maturing through 2029: |
|
|
|
|
|
|
|
|
Payable in monthly installments of approximately $6.8.
Interest is at 9.55%. Notes are collateralized by real
estate |
|
|
737 |
|
|
|
747 |
|
|
|
|
|
|
|
|
Total notes payable |
|
$ |
1,987 |
|
|
$ |
2,354 |
|
|
|
|
|
|
|
|
Maturities of notes payable as of December 31, 2007 for each of the next five years ending
December 31, are as follows (amounts in thousands):
|
|
|
|
|
2008 |
|
$ |
28 |
|
2009 |
|
|
30 |
|
2010 |
|
|
32 |
|
2011 |
|
|
27 |
|
2012 |
|
|
16 |
|
Thereafter |
|
|
1,854 |
|
|
|
|
|
Total |
|
$ |
1,987 |
|
|
|
|
|
75
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(12) Senior Unsecured Notes
On August 4, 2006, we completed a cash tender offer and consent solicitation for our 11 1/8%
senior secured notes due 2012 and 12 1/2% senior subordinated notes due 2013 (collectively, the
Notes). Additionally, we closed our private offering of $250 million aggregate principal amount
of our 8 3/8% senior unsecured notes due 2016 (the New Notes).
Net proceeds to us, after deducting underwriting commissions, totaled approximately $245.3
million. We used the net proceeds of the offering of the New Notes, together with cash on hand and
borrowings under our senior secured credit facility, to purchase $195.5 million in aggregate
principal amount of the senior secured notes (representing approximately 97.8% of the previously
outstanding senior secured notes), and $53.0 million in aggregate principal amount of the senior
subordinated notes (representing 100% of the previously outstanding senior subordinated notes) that
were validly tendered pursuant to the tender offer and consent solicitation. The total principal
amount, accrued and unpaid interest, consent fee amounts and premiums paid for the senior secured
notes was $217.6 million. The total principal amount, accrued and unpaid interest, consent fee
amounts and premiums paid for the senior subordinated notes was approximately $60.1 million.
Aggregate offering expenses totaled approximately $1.9 million.
In connection with the above transactions, we recorded a loss on the early extinguishment of
debt of approximately $40.8 million, or approximately $31.5 million after-tax, reflecting payment
of the $25.3 million of tender premiums and other costs of $0.5 million in connection with the
tender offer and consent solicitation, combined with the write off of approximately $5.4 million of
unamortized deferred financing costs of the Notes and $9.6 million of remaining unamortized
original issue discount on the Notes.
The amendments to the indentures pursuant to which the Notes were issued which were proposed
in connection with the tender offer and consent solicitation became operative on August 4, 2006.
The amendments to the indentures eliminate substantially all of the restrictive covenants and
eliminate or modify certain events of default and related provisions contained in the indentures.
The New Notes were issued at par and require semiannual interest payments on January
15th and July 15th of each year, which began on January 15, 2007. No
principal payments are due until maturity (January 15, 2016). We may redeem some or all of the New
Notes on or after July 15, 2011, at the applicable redemption prices plus accrued and unpaid
interest and additional interest, if any, to the date of redemption. Additionally, we may redeem
up to 35% of the aggregate principal amount of the notes using net cash proceeds from certain
equity offerings completed on or prior to July 15, 2009.
The New Notes rank equal in right of payment to all of our and our guarantors existing and
future unsecured senior indebtedness and senior in right of payment to any of our or our
guarantors future subordinated indebtedness. The New Notes are effectively junior in priority to
our and our guarantors obligations under all of our existing and future secured indebtedness,
including borrowings under our senior secured credit facility and any other secured obligations, in
each case, to the extent of the value of the assets securing such obligations. The New Notes are
also effectively junior to all liabilities (including trade payables) of our non-guarantor
subsidiaries.
Concurrently with the closing of the private offering on August 4, 2006, we entered into an
Amended and Restated Credit Agreement, amending and restating our senior secured credit agreement
primarily to, (i) increase the principal amount of availability of the credit facility from $165.0
million to $250.0
million; (ii) reduce the applicable unused line fee margin in respect of undrawn commitments to
0.25%; (iii) increase the advance rate on rental fleet assets from the lesser of 100% of net book
value or 80% of orderly liquidation value to the lesser of 100% of net book value or 85% of orderly
liquidation value; (iv) extend the maturity date of the facility from February 10, 2009 to August
4, 2011; and (v) add H&E Equipment Services (California), LLC as a borrower. Furthermore, the
measurement frequency of our computed Leverage Ratio was changed from a monthly calculation to a
quarterly calculation. We paid $1.4 million to the Lenders in connection with this transaction
and incurred other transaction costs of approximately $0.2 million. Subsequently, on September 1,
2007, and in
76
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
connection with the Burress acquisition, we entered into a Second Amended and Restated
Credit Agreement as further discussed in note 4 to the consolidated financial statements.
On October 3, 2006, the Company and the guarantors filed a Form S-4 Registration Statement, as
subsequently amended on October 11, 2006, with respect to an offer to exchange the New Notes for
notes of the Company being issued in a transaction registered under the Securities Act of 1933, as
amended, having terms identical in all material respects to the New Notes (except that the exchange
notes will not contain terms with respect to transfer restrictions). Upon the Form S-4
Registration Statement being declared effective on October 13, 2006, the Company launched the
exchange offer. The exchange offer expired on November 13, 2006, with $250.0 million of the
aggregate principal amount, or 100%, of the New Notes exchanged for new notes registered under the
Securities Act of 1933, as amended.
On July 31, 2007, we redeemed all of our remaining outstanding 11 1/8% Senior Secured Notes
due 2012, having an aggregate principal amount of $4.5 million. The redemption price of the Senior
Secured Notes was $1,055.63 per $1,000 principal amount, or 105.563% of the principal amount of the
redeemed notes, plus accrued interest through and including July 31, 2007. In connection with the
transaction, we recorded a loss on the early extinguishment of debt in the year ended December 31,
2007 of approximately $0.3 million.
(13) Senior Secured Credit Facility
In accordance with our Second Amended and Restated Credit Agreement, as amended, or the senior
secured credit facility, we may borrow up to $320.0 million depending upon the availability of
borrowing base collateral consisting of eligible trade receivables, inventories, property and
equipment, and other assets. Additionally, upon the appropriate lender approval, the Company has
access to an incremental facility in an aggregate amount of up to $130.0 million during the term of
the senior secured credit facility, which matures August 4, 2011.
At December 31, 2007, the interest rate on the senior secured credit facility was LIBOR plus
125 basis points, or 6.55%. The senior secured credit facility is senior to all other outstanding
debt, secured by substantially all the assets of the Company, and is guaranteed by the Companys
domestic subsidiaries (see note 21 to the consolidated financial statements). The balance
outstanding on the senior secured credit facility as of December 31, 2007 was approximately $120.6
million. Additional borrowings available under the terms of the senior secured credit facility as
of December 31, 2007, net of $6.0 million of standby letters of credit outstanding, totaled $193.5
million. The average interest rate on outstanding borrowings for the year ended December 31, 2007
was approximately 7.05%. As of December 31, 2007, we were in compliance with our financial covenant
under the senior secured credit facility. As of March 3, 2008,
we had $168.8 million of available
borrowings under our senior secured credit facility, net of $7.0 million of outstanding letters of
credit.
If at any time an event of default exists, the interest rate on the senior secured credit
facility will increase by 2.0% per annum. We are also required to pay a commitment fee equal to
$0.25% per annum in respect of undrawn commitments.
The following discussion details in chronological order the various amendments to and
significant events affecting our senior secured credit facility for the years ended December 31,
2007 and 2006:
On February 3, 2006, our senior secured credit agreement, dated June 17, 2002, as amended, was
amended primarily to (1) approve the merger of H&E Holdings and H&E LLC with and into H&E Equipment
Services, Inc., with H&E Equipment Services, Inc. surviving the reincorporation merger as the
operating company, as further described herein as the Reorganization Transactions, and to
effectuate H&E Equipment Services, Inc. as a Borrower under the terms of the senior secured
credit facility; and (2) require the proceeds of certain stock and debt issuances in excess of
$1,000,000 in the aggregate be used to prepay amounts outstanding under the senior
secured credit facility in an amount equal to such proceeds. We did not pay an amendment fee
relating to this amendment.
In February 2006, we used a portion of the proceeds from our initial public offering to repay
$96.6 million of outstanding indebtedness under the senior secured credit facility, and we
subsequently paid accrued interest in the amount of $0.2 million in March 2006.
77
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
On March 20, 2006, the senior secured credit agreement was further amended to (1) adjust the
Applicable Revolver Index Margin, the Applicable Revolver LIBOR Margin and the Applicable L/C
Margin to reflect tiered pricing based upon our monthly computed Leverage Ratio applied on a
prospective basis commencing at least one day after the date of delivery to the Lenders of the
monthly unaudited Financial Statements beginning after March 31, 2006; (2) adjust the Applicable
Unused Line Fee Margin to reflect tiered pricing based upon our Excess Availability Percentage
computed on the first day of a calendar month applied on a prospective basis commencing with the
first adjustment to the Applicable Revolver Index Margin and Applicable Revolver LIBOR Margin;
(3) eliminate the $16.5 million block on availability of assets; (4) revise the financial covenants
to (i) add a covenant requiring maintenance of a minimum Fixed Charge Coverage Ratio of 1.10 to
1.00, which is tested at the end of each fiscal month only if a Covenant Liquidity Event has
occurred and is then continuing and (ii) eliminate all other Financial Covenants; and (5) revise
the definitions of various other capitalized terms contained within the original senior secured
credit agreement. In connection with this amendment, we paid fees to the Lenders of $0.2 million.
As of July 12, 2006, we were granted a waiver under our senior secured credit agreement
pursuant to which our lenders under our senior secured credit agreement waived our non-compliance
with, and the effects of our non-compliance under, various representations and non-financial
covenants contained in the senior secured credit agreement affected by the accounting adjustment in
connection with the restatement of our Form 10-Q on Form 10-Q/A for the three month period ended
March 31, 2006 as filed with the SEC on July 14, 2006. As a result of the restatement, among other
things, we would no longer be able to make the representations under our senior secured credit
agreement concerning the conformity with GAAP of our previously delivered financial statements, or
confirm our prior compliance with certain obligations concerning the maintenance of our books and
records in accordance with GAAP. Because the restatement did not result in our having breached the
financial covenant in the senior secured credit agreement, the waiver does not waive or modify the
financial covenant. As a result of the waiver, we continued to have full access to our revolving
credit facility under the senior secured credit agreement. We paid no fee to the Lenders as a
result of the waiver.
On August 4, 2006, we entered into an Amended and Restated Credit Agreement (the Amended
Credit Agreement), amending and restating our senior secured credit agreement primarily to, (i)
increase the principal amount of availability of the credit facility from $165.0 million to $250.0
million, (ii) reduce the applicable unused line fee margin in respect of undrawn commitments to
0.25%, (iii) increase the advance rate on rental fleet assets from the lesser of 100% of net book
value or 80% of orderly liquidation value to the lesser of 100% of net book value or 85% of orderly
liquidation value, (iv) extend the maturity date of the facility from February 10, 2009 to August
4, 2011 and (v) add H&E Equipment Services (California), LLC as a borrower. Furthermore, the
Amended Credit Agreement changed the measurement frequency of our computed Leverage Ratio from a
monthly calculation to a quarterly calculation. We paid $1.4 million to the Lenders in
connection with this Amended Credit Agreement and incurred other transaction costs of approximately
$0.2 million.
On September 1, 2007, and in connection with our acquisition of Burress, we entered into a
Second Amended and Restated Credit Agreement, by and among the Company, Great Northern Equipment,
Inc., GNE Investments, Inc., H&E Finance Corp., H&E Equipment Services (California), LLC, H&E
California Holdings, Inc., Burress, General Electric Capital Corporation, as Agent, and the
Lenders (as defined therein) amending and restating our Amended and Restated Credit Agreement
dated as of August 4, 2006 and pursuant to which, among other things, (i) the principal amount of
availability of the credit facility was increased from $250.0 million to $320.0 million, (ii) an
incremental facility, at Agents and Companys mutual agreement, in an aggregate amount of up to
$130.0 million at any time after the closing of the amendment, subject to existing and/or new
lender approval, was added, and (iii) Burress was added as a guarantor. We paid $0.4 million to
the lenders in connection with this transaction and $0.1 million in other transaction costs.
On November 7, 2007, we amended the Second Amended and Restated Credit Agreement in connection
with our stock repurchase program announced on November 8, 2007, to allow such stock repurchase
program, subject to certain restrictions.
78
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(14) Capital Lease Obligation
As of December 31, 2007, we have a capital lease obligation, expiring in 2022, related to a
branch facility acquired in the Burress acquisition. Future minimum capital lease payments, in the
aggregate, existing at December 31, 2007 for each of the next five years ending December 31 are as
follows (amounts in thousands):
|
|
|
|
|
2008 |
|
$ |
252 |
|
2009 |
|
|
252 |
|
2010 |
|
|
252 |
|
2011 |
|
|
252 |
|
2012 |
|
|
252 |
|
Thereafter |
|
|
2,310 |
|
|
|
|
|
Total minimum lease payments |
|
|
3,570 |
|
Less: amount representing interest |
|
|
(1,159 |
) |
|
|
|
|
Present value of minimum lease payments |
|
$ |
2,411 |
|
|
|
|
|
(15) Income Taxes
Income tax provision for the years ended December 31, 2007, 2006 and 2005, consists of the
following (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
Deferred |
|
|
Total |
|
Year ended December 31, 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Federal |
|
$ |
1,644 |
|
|
$ |
30,368 |
|
|
$ |
32,012 |
|
State |
|
|
269 |
|
|
|
8,508 |
|
|
|
8,777 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,913 |
|
|
$ |
38,876 |
|
|
$ |
40,789 |
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Federal |
|
$ |
391 |
|
|
$ |
8,261 |
|
|
$ |
8,652 |
|
State |
|
|
335 |
|
|
|
707 |
|
|
|
1,042 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
726 |
|
|
$ |
8,968 |
|
|
$ |
9,694 |
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2005: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Federal |
|
$ |
25 |
|
|
$ |
645 |
|
|
$ |
670 |
|
State |
|
|
3 |
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
28 |
|
|
$ |
645 |
|
|
$ |
673 |
|
|
|
|
|
|
|
|
|
|
|
79
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Significant components of the Companys deferred income tax assets and liabilities as of
December 31, 2007 and 2006 are as follows (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
$ |
1,685 |
|
|
$ |
1,048 |
|
Inventories |
|
|
387 |
|
|
|
504 |
|
Net operating losses |
|
|
17,831 |
|
|
|
46,484 |
|
AMT and general business tax credits |
|
|
3,185 |
|
|
|
1,335 |
|
Sec 263A costs |
|
|
1,610 |
|
|
|
1,382 |
|
Accrued liabilities |
|
|
2,287 |
|
|
|
2,125 |
|
Deferred compensation |
|
|
538 |
|
|
|
447 |
|
Accrued interest |
|
|
495 |
|
|
|
796 |
|
Stock-based compensation |
|
|
486 |
|
|
|
377 |
|
Other assets |
|
|
471 |
|
|
|
240 |
|
|
|
|
|
|
|
|
|
|
|
28,975 |
|
|
|
54,738 |
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Property and equipment |
|
|
(76,418 |
) |
|
|
(63,985 |
) |
Investments |
|
|
(1,560 |
) |
|
|
(1,520 |
) |
Goodwill |
|
|
(1,678 |
) |
|
|
(1,038 |
) |
|
|
|
|
|
|
|
|
|
|
(79,656 |
) |
|
|
(66,543 |
) |
|
|
|
|
|
|
|
Net deferred tax liabilities |
|
$ |
(50,681 |
) |
|
$ |
(11,805 |
) |
|
|
|
|
|
|
|
The reconciliation between income taxes computed using the statutory federal income tax rate
to the actual tax expense is below for the years ended December 31, 2007, 2006 and 2005 (amounts in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Computed tax at statutory rates |
|
$ |
36,895 |
|
|
$ |
14,842 |
|
|
$ |
9,803 |
|
Permanent items other |
|
|
446 |
|
|
|
559 |
|
|
|
501 |
|
Permanent items excess of tax deductible goodwill |
|
|
(2,130 |
) |
|
|
(2,130 |
) |
|
|
(2,069 |
) |
Permanent items non-deductible interest |
|
|
|
|
|
|
3,130 |
|
|
|
|
|
State income tax, net of federal tax effect |
|
|
5,705 |
|
|
|
1,617 |
|
|
|
1,147 |
|
Change in beginning of year valuation allowance |
|
|
|
|
|
|
(8,246 |
) |
|
|
(10,853 |
) |
Prior year deferred tax revisions |
|
|
|
|
|
|
|
|
|
|
2,321 |
|
Other |
|
|
(127 |
) |
|
|
(78 |
) |
|
|
(177 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
40,789 |
|
|
$ |
9,694 |
|
|
$ |
673 |
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2007, we had available federal net operating loss carry forwards of
approximately $79.9 million, which expire in varying amounts from 2019 through 2024. We also had
federal alternative minimum tax credit carry forwards at December 31, 2007 of approximately $2.8
million which do not expire.
Management has concluded that it is more likely than not that we will have sufficient taxable
income within the carry back and carry forward periods permitted by the current law to allow for
the utilization of certain carry forwards and other tax attributes. Therefore, a valuation
allowance is not required to reduce the deferred tax assets as of December 31, 2007.
A reconciliation of the beginning and ending balances of the total amounts of gross
unrecognized tax benefits is as follow (in thousands):
80
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
|
|
|
Gross unrecognized tax benefits at January 1, 2007 |
|
$ |
6,220 |
|
Increases in tax positions taken in prior years |
|
|
|
|
Decreases in tax positions taken in prior years |
|
|
|
|
Increases in tax positions taken in current year |
|
|
|
|
Decreases for tax positions taken in current year |
|
|
|
|
Settlements with taxing authorities |
|
|
|
|
Lapse in statute of limitations |
|
|
|
|
|
|
|
|
Gross unrecognized tax benefits at December 31, 2007 |
|
$ |
6,220 |
|
|
|
|
|
If recognized, there would be no impact to the effective income tax rate. Consistent with our
historical financial reporting, to the extent we incur interest income, interest expense, or
penalties related to unrecognized income tax benefits, they are recorded in Other net income or
expense. We have no accrued interest or penalties related to unrecognized tax benefits at
December 31, 2007. At this time, we do not expect to recognize significant increases or decreases
in unrecognized tax benefits during the next twelve months.
Our U.S. federal tax returns for 2004 and subsequent years remain subject to examination by
tax authorities. We are also subject to examination in various state jurisdictions for 2003 and
subsequent years.
(16) Commitments and Contingencies
Operating Leases
As of December 31, 2007, we lease certain real estate related to our branch facilities and
corporate office, as well as certain office equipment under non-cancelable operating lease
agreements expiring at various dates through 2029. Our real estate leases provide for varying
terms, including customary renewal options and base rental escalation clauses, for which the
related rent expense is accounted for on a straight-line basis during the terms of the respective
leases. Additionally, certain real estate leases may require us to pay maintenance, insurance,
taxes and other expenses in addition to the stated rental payments. Rent expense on property and
rental equipment under non-cancelable operating lease agreements for the years ended December 31,
2007, 2006 and 2005 amounted to approximately $9.5 million, $9.4 million and $21.1 million,
respectively. As discussed in note 3 to the consolidated financial statements, we used a portion of
the proceeds from our initial public offering in 2006 to purchase rental equipment under operating
leases.
Future minimum operating lease payments, in the aggregate, existing at December 31, 2007 for
each of the next five years ending December 31 are as follows (amounts in thousands):
|
|
|
|
|
2008 |
|
$ |
10,064 |
|
2009 |
|
|
8,558 |
|
2010 |
|
|
7,029 |
|
2011 |
|
|
5,164 |
|
2012 |
|
|
6,428 |
|
Thereafter |
|
|
35,866 |
|
|
|
|
|
|
|
$ |
73,109 |
|
|
|
|
|
Legal Matters
We are also involved in various claims and legal actions arising in the ordinary course of
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 Companys
consolidated financial position, results of operations or liquidity.
Letters of Credit
The Company had outstanding letters of credit issued under its senior secured credit facility
totaling $6.0 million and $8.3 million as of December 31, 2007 and 2006, with the 2007 amounts
expiring in January 2009.
81
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(17) Employee Benefit Plan
We offer substantially all of our employees participation in a qualified
401(k)/profit-sharing plan in which we match employee contributions up to predetermined limits for
qualified employees as defined by the plan. For the years ended December 31, 2007, 2006 and 2005,
we contributed $1.6 million, $1.2 million and $0.9 million, respectively, to this plan.
(18) Deferred Compensation Plans
In 2001, we assumed in a business combination nonqualified employee deferred compensation
plans under which certain employees had previously elected to defer a portion of their annual
compensation. Upon assumption of the plans, the plans were amended to not allow further participant
compensation deferrals. Compensation previously deferred under the plans is payable upon the
termination, disability or death of the participants. At December 31, 2007, we had obligations
remaining under one deferred compensation plan. All other plans have terminated pursuant to the
provisions of each respective plan. The remaining plan accumulates interest each year at a banks
prime rate in effect at the beginning of January of each year. This rate remains constant
throughout the year. The effective rate for the 2007 calendar plan year was 8.25%. The aggregate
deferred compensation payable (including accrued interest of $1.3 million) at December 31, 2007,
was $1.9 million.
(19) Related Party Transactions
John M. Engquist, our Chief Executive Officer and President, and his sister, Kristan Engquist
Dunne, each have a 16.7% beneficial ownership interest in a joint venture, from which we lease our
Baton Rouge, Louisiana and Kenner, Louisiana branch facilities. Four trusts in the names of the
children of John M. Engquist and Kristan Engquist Dunne hold in equal amounts the remaining 16.6%
of such joint venture. The remaining 50% interest is held by Tomarlee Commercial Properties,
L.L.C., for which Mr. Engquist and Ms. Engquist Dunne each have a 25% interest and Mr. Engquists
mother has a 50% interest. We paid such entity a total of approximately $0.3 million in each of the
years ended December 31, 2007, 2006 and 2005 in lease payments.
Mr. Engquist has a 62.5% ownership interest in T&J Partnership and J&T Company, from which we
lease our Shreveport, Louisiana facility and previously leased our Lake Charles, Louisiana branch
facility, respectively. Mr. Engquists mother beneficially owns 25% of such entities. Kristan
Engquist Dunne owns the remaining 12.5% of such entities. In 2007, 2006 and 2005, we paid such
entities a total of approximately $0.2 million each year in lease payments. In January 2005, J&T
Company sold the Lake Charles, Louisiana parcel to an unaffiliated third party.
Mr. Engquist and his wife, Martha Engquist, hold a 51% and 49% ownership interest,
respectively, in John Engquist LLC, from which we previously leased our Alexandria, Louisiana
branch facility. In 2007, 2006 and 2005, we paid such entity a total of $0.1 million each year in
lease payments. In November 2007, John Engquist, LLC sold the Alexandria, Louisiana property to an
unaffiliated third party, which executed a new lease with the Company.
We charter an aircraft from Gulf Wide Aviation, in which Mr. Engquist has a 62.5% ownership
interest. Mr. Engquists mother and sister hold interests of 25% and 12.5%, respectively, in this
entity. We pay an hourly rate to Gulf Wide Aviation for the use of the aircraft by various members
of our management. In addition, a portion of one pilots salary was paid by us in 2006 and 2005. In
2007, 2006 and 2005, our payments in respect of charter costs to Gulf Wide Aviation and salary to
the pilot totaled approximately $0.5 million, $0.5 million and $0.4 million, respectively. We had a
receivable from the charter aircraft company of approximately $0.2 million as of December 31, 2005.
We collected the receivable in 2006.
Mr. Engquist has a 31.25% ownership interest in Perkins-McKenzie Insurance Agency, Inc.
(Perkins-McKenzie), an insurance brokerage firm. Mr. Engquists mother and sister each have a
12.5% and 6.25% interest, respectively, in Perkins-McKenzie. Perkins-McKenzie brokers a substantial
portion of our commercial liability insurance. As the broker, Perkins-McKenzie receives from our
insurance provider as a commission a portion of the premiums we pay to the insurance provider. In
2007, 2006 and 2005, commissions
82
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
paid to Perkins-McKenzie on our behalf as insurance broker totaled
approximately $0.9 million, $0.7 million and $0.6 million, respectively.
We purchase products and services from, and sell products and services to, B-C Equipment
Sales, Inc., in which Mr. Engquist has a 50% ownership interest. In each of the years ended
December 31, 2007, 2006 and 2005, our purchases totaled approximately $0.1 million, and our sales
totaled approximately $14,000, $37,000 and $0.1 million, respectively.
On July 31, 2004, we entered into a consulting and noncompetition agreement with Gary W.
Bagley, our current Chairman of the Board. This agreement provides for an initial term of five
years and pays Mr. Bagley a consulting fee of $150,000 annually plus provides certain Company
health and welfare benefits. On April 30, 2007, this agreement was terminated by mutual agreement
of the parties and we entered into a new five-year consulting agreement with Mr. Bagley which pays
Mr. Bagley an initial annual consulting fee of $167,000, which is adjusted 4% per annum each year
of the agreement, plus provides certain Company health and welfare benefits. We expensed
approximately $0.2 million for each of the years ended December 31, 2007, 2006 and 2005 related to
these agreements.
Dale W. Roesener, Vice President, Aerial Work Platforms, has a 47.6% ownership interest in
Aero SRD LLC, from which we lease our Las Vegas, Nevada branch facility. Our lease payments to such
entity totaled approximately $0.5 million in each of the years ended December 31, 2007, 2006 and
2005.
In connection with the recapitalization of Head & Engquist in 1999, we entered into a $3.0
million consulting and non-competition agreement with Thomas R. Engquist, the father of John M.
Engquist, our Chief Executive Officer and President. The agreement provided for total payments over
a ten-year term, payable in increments of $25,000 per month. Mr. Engquist was obligated to provide
us consulting services and was to comply with the non-competition provision set forth in the
Recapitalization Agreement between us and others dated June 19, 1999. The parties specifically
acknowledged and agreed that in the event of the death of Mr. Engquist during the term of the
agreement, the payments that otherwise would have been payable to Mr. Engquist under the agreement
shall be paid to his heirs (including John M. Engquist). Due to Mr. Engquists passing away during
2003, we will not be provided with any further consulting services. Therefore, we recorded a
liability of $1.3 million during 2003 for the present value of the remaining future payments. The
total amount paid under this agreement was $0.3 million for each of the years ended December 31,
2007, 2006 and 2005. As of December 31, 2007, the present value of the balance for this obligation
amounted to approximately $0.3 million.
In 2001, we entered into a management agreement with BRS and its affiliates, payable in the
lesser of $2 million annually or 1.75% of annual earnings before interest, taxes, depreciation and
amortization, excluding operating lease expenses, plus all reasonable out-of-pocket expenses. In
February 2006, we used a portion of the proceeds from our initial public offering to pay $8.0
million to terminate the BRS management agreement. The total amount paid to BRS and its affiliates
under the management agreement for the years ended December 31, 2006 and 2005 was $8.3 million and
$2.0 million, respectively.
During the years ended December 31, 2006 and 2005, we expensed a combined total of $0.1
million and $1.0 million, respectively, for interest earned under a deferred compensation plan for
Gary W. Bagley, the Chairman of our Board of Directors, and Kenneth R. Sharp, Jr., a former
executive officer of the Company. The respective deferred compensation payable balances were paid
in February 2006 from a portion of the proceeds of our initial public offering.
Mr. Engquists son is an employee and received compensation of approximately $0.2 million for
the years ended December 31, 2007 and 2006 and $0.1 million for the year ended December 31, 2005.
Bradley W. Barbers brother is an employee and received compensation of approximately $0.1
million in each of the years ended December 31, 2007, 2006 and 2005.
83
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(20) Summarized Quarterly Financial Data (Unaudited)
The following is a summary of our unaudited quarterly financial results of operations for the
years ended December 31, 2007 and 2006 (amounts in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First |
|
Second |
|
Third |
|
Fourth |
|
|
Quarter |
|
Quarter |
|
Quarter |
|
Quarter |
2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
209,736 |
|
|
$ |
233,145 |
|
|
$ |
270,587 |
|
|
$ |
289,666 |
|
Operating income |
|
|
28,864 |
|
|
|
32,889 |
|
|
|
42,387 |
|
|
|
37,321 |
|
Income before provision for income taxes |
|
|
20,298 |
|
|
|
24,388 |
|
|
|
33,348 |
|
|
|
27,381 |
|
Net income |
|
|
12,134 |
|
|
|
15,226 |
|
|
|
20,194 |
|
|
|
17,072 |
|
Basic net income per common share(2) |
|
|
0.32 |
|
|
|
0.40 |
|
|
|
0.53 |
|
|
|
0.45 |
|
Diluted net income per common share(2) |
|
|
0.32 |
|
|
|
0.40 |
|
|
|
0.53 |
|
|
|
0.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First |
|
Second |
|
Third |
|
Fourth |
|
|
Quarter |
|
Quarter |
|
Quarter(1) |
|
Quarter |
2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
182,210 |
|
|
$ |
202,536 |
|
|
$ |
204,135 |
|
|
$ |
215,488 |
|
Operating income |
|
|
15,079 |
|
|
|
34,971 |
|
|
|
34,870 |
|
|
|
35,125 |
|
Income (loss) before provision (benefit) for income
taxes |
|
|
4,987 |
|
|
|
25,211 |
|
|
|
(14,716 |
) |
|
|
26,926 |
|
Net income (loss) |
|
|
3,920 |
|
|
|
19,803 |
|
|
|
(11,531 |
) |
|
|
20,522 |
|
Basic net income (loss) per common share(2) |
|
|
0.12 |
|
|
|
0.52 |
|
|
|
(0.30 |
) |
|
|
0.54 |
|
Diluted net income (loss) per common
share(2) |
|
|
0.12 |
|
|
|
0.52 |
|
|
|
(0.30 |
) |
|
|
0.54 |
|
|
|
|
(1) |
|
Results for the third quarter of 2006 include the $40.8 million, or $31.5
million after tax, loss on early extinguishment of debt related to the August 2006 issuance of our
senior unsecured notes. See note 12 to the consolidated financial statements for further
information. |
|
(2) |
|
Because of the method used in calculating per share data, the summation of
quarterly per share data may not necessarily total to the per share data computed for the entire
year. |
(21) Segment Information
We have identified five reportable segments: equipment rentals, new equipment sales, used
equipment sales, parts sales and service 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 our
reportable segments.
We do not compile discrete financial information by our segments other than the information
presented below. The following table presents information about our reportable segments (amounts in
thousands):
84
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
286,573 |
|
|
$ |
251,374 |
|
|
$ |
190,794 |
|
New equipment sales |
|
|
355,178 |
|
|
|
241,281 |
|
|
|
156,341 |
|
Used equipment sales |
|
|
148,742 |
|
|
|
133,897 |
|
|
|
111,139 |
|
Parts sales |
|
|
102,300 |
|
|
|
82,106 |
|
|
|
70,066 |
|
Services revenues |
|
|
64,050 |
|
|
|
53,699 |
|
|
|
41,485 |
|
|
|
|
|
|
|
|
|
|
|
Total segmented revenues |
|
|
956,843 |
|
|
|
762,357 |
|
|
|
569,825 |
|
Non-segmented revenues |
|
|
46,291 |
|
|
|
42,012 |
|
|
|
30,385 |
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
1,003,134 |
|
|
$ |
804,369 |
|
|
$ |
600,210 |
|
|
|
|
|
|
|
|
|
|
|
Gross Profit: |
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
146,988 |
|
|
$ |
132,633 |
|
|
$ |
89,233 |
|
New equipment sales |
|
|
47,281 |
|
|
|
30,123 |
|
|
|
19,172 |
|
Used equipment sales |
|
|
36,391 |
|
|
|
36,132 |
|
|
|
26,443 |
|
Parts sales |
|
|
30,509 |
|
|
|
24,197 |
|
|
|
20,451 |
|
Services revenues |
|
|
40,974 |
|
|
|
34,493 |
|
|
|
26,068 |
|
|
|
|
|
|
|
|
|
|
|
Total gross profit from revenues |
|
|
302,143 |
|
|
|
257,578 |
|
|
|
181,367 |
|
Non-segmented gross profit |
|
|
3,897 |
|
|
|
5,603 |
|
|
|
234 |
|
|
|
|
|
|
|
|
|
|
|
Total gross profit |
|
$ |
306,040 |
|
|
$ |
263,181 |
|
|
$ |
181,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
Segment identified assets: |
|
|
|
|
|
|
|
|
Equipment sales |
|
$ |
117,920 |
|
|
$ |
104,648 |
|
Equipment rentals |
|
|
577,628 |
|
|
|
440,454 |
|
Parts and service |
|
|
25,869 |
|
|
|
22,089 |
|
|
|
|
|
|
|
|
Total segment identified assets |
|
|
721,417 |
|
|
|
567,191 |
|
Non-segment identified assets |
|
|
291,436 |
|
|
|
192,751 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
1,012,853 |
|
|
$ |
759,942 |
|
|
|
|
|
|
|
|
The Company operates primarily in the United States and our sales to international customers
were no greater than 1.7% of total revenues for the periods presented. No one customer accounted
for more than 10% of our revenues on an overall or segmented basis for any of the periods
presented.
85
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(22) 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 (formally known as Eagle High Reach Equipment, LLC), H&E California Holdings,
Inc. (formally known as Eagle High Reach Equipment, Inc.) and H&E Equipment Services
(Mid-Atlantic), Inc. (formerly known as J.W. Burress, Incorporated). 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 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., the subsidiary co-issuer, are
not included within the consolidating financial statements because H&E Finance Corp. has no assets
or operations. The financial statements of H&E Equipment Services (California), LLC and H&E
California Holdings, Inc. included herein are from the date of our acquisition of Eagle, February
28, 2006. The financial statements of H&E Equipment Services (Mid-Atlantic), Inc., are included
from the date of acquisition of Burress, September 1, 2007.
86
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2007 |
|
|
|
H&E Equipment |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Services |
|
|
Subsidiaries |
|
|
Elimination |
|
|
Consolidated |
|
|
|
(Amounts in thousands) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
12,005 |
|
|
$ |
2,757 |
|
|
$ |
|
|
|
$ |
14,762 |
|
Receivables, net |
|
|
131,085 |
|
|
|
20,063 |
|
|
|
|
|
|
|
151,148 |
|
Inventories, net |
|
|
118,912 |
|
|
|
24,877 |
|
|
|
|
|
|
|
143,789 |
|
Prepaid expenses and other assets |
|
|
5,528 |
|
|
|
583 |
|
|
|
|
|
|
|
6,111 |
|
Rental equipment, net |
|
|
453,465 |
|
|
|
124,163 |
|
|
|
|
|
|
|
577,628 |
|
Property and equipment, net |
|
|
31,557 |
|
|
|
13,857 |
|
|
|
|
|
|
|
45,414 |
|
Deferred financing costs, net |
|
|
8,628 |
|
|
|
|
|
|
|
|
|
|
|
8,628 |
|
Intangible assets, net |
|
|
10,642 |
|
|
|
|
|
|
|
|
|
|
|
10,642 |
|
Investment in guarantor subsidiaries |
|
|
14,026 |
|
|
|
|
|
|
|
(14,026 |
) |
|
|
|
|
Goodwill |
|
|
8,571 |
|
|
|
46,160 |
|
|
|
|
|
|
|
54,731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
794,419 |
|
|
$ |
232,460 |
|
|
$ |
(14,026 |
) |
|
$ |
1,012,853 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount due on senior secured credit facility |
|
$ |
130,205 |
|
|
$ |
(9,652 |
) |
|
$ |
|
|
|
$ |
120,553 |
|
Accounts payable |
|
|
83,677 |
|
|
|
1,218 |
|
|
|
|
|
|
|
84,895 |
|
Manufacturer flooring plans payable |
|
|
156,937 |
|
|
|
6,002 |
|
|
|
|
|
|
|
162,939 |
|
Accrued expenses payable and other liabilities |
|
|
45,603 |
|
|
|
3,354 |
|
|
|
|
|
|
|
48,957 |
|
Intercompany balance |
|
|
(214,364 |
) |
|
|
214,364 |
|
|
|
|
|
|
|
|
|
Related party obligation |
|
|
413 |
|
|
|
|
|
|
|
|
|
|
|
413 |
|
Notes payable |
|
|
1,250 |
|
|
|
737 |
|
|
|
|
|
|
|
1,987 |
|
Senior unsecured notes |
|
|
250,000 |
|
|
|
|
|
|
|
|
|
|
|
250,000 |
|
Capital lease payable |
|
|
|
|
|
|
2,411 |
|
|
|
|
|
|
|
2,411 |
|
Deferred income taxes |
|
|
50,681 |
|
|
|
|
|
|
|
|
|
|
|
50,681 |
|
Deferred compensation payable |
|
|
1,939 |
|
|
|
|
|
|
|
|
|
|
|
1,939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
506,341 |
|
|
|
218,434 |
|
|
|
|
|
|
|
724,775 |
|
Stockholders equity |
|
|
288,078 |
|
|
|
14,026 |
|
|
|
(14,026 |
) |
|
|
288,078 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
794,419 |
|
|
$ |
232,460 |
|
|
$ |
(14,026 |
) |
|
$ |
1,012,853 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
87
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2006 |
|
|
|
H&E Equipment |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Services |
|
|
Subsidiaries |
|
|
Elimination |
|
|
Consolidated |
|
|
|
(Amounts in thousands) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
9,214 |
|
|
$ |
89 |
|
|
$ |
|
|
|
$ |
9,303 |
|
Receivables, net |
|
|
92,281 |
|
|
|
15,479 |
|
|
|
|
|
|
|
107,760 |
|
Inventories, net |
|
|
123,695 |
|
|
|
3,042 |
|
|
|
|
|
|
|
126,737 |
|
Prepaid expenses and other assets |
|
|
5,995 |
|
|
|
127 |
|
|
|
|
|
|
|
6,122 |
|
Rental equipment, net |
|
|
377,910 |
|
|
|
62,544 |
|
|
|
|
|
|
|
440,454 |
|
Property and equipment, net |
|
|
24,369 |
|
|
|
5,294 |
|
|
|
|
|
|
|
29,663 |
|
Deferred financing costs, net |
|
|
9,296 |
|
|
|
|
|
|
|
|
|
|
|
9,296 |
|
Intangible assets, net |
|
|
34 |
|
|
|
|
|
|
|
|
|
|
|
34 |
|
Investment in guarantor subsidiaries |
|
|
14,469 |
|
|
|
|
|
|
|
(14,469 |
) |
|
|
|
|
Goodwill |
|
|
30,573 |
|
|
|
|
|
|
|
|
|
|
|
30,573 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
687,836 |
|
|
$ |
86,575 |
|
|
$ |
(14,469 |
) |
|
$ |
759,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount due on senior secured credit facility |
|
$ |
9,134 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
9,134 |
|
Accounts payable |
|
|
61,982 |
|
|
|
(496 |
) |
|
|
|
|
|
|
61,486 |
|
Manufacturer flooring plans payable |
|
|
148,028 |
|
|
|
|
|
|
|
|
|
|
|
148,028 |
|
Accrued expenses payable and other liabilities |
|
|
32,248 |
|
|
|
902 |
|
|
|
|
|
|
|
33,150 |
|
Intercompany balance |
|
|
(70,953 |
) |
|
|
70,953 |
|
|
|
|
|
|
|
|
|
Related party obligation |
|
|
653 |
|
|
|
|
|
|
|
|
|
|
|
653 |
|
Notes payable |
|
|
1,607 |
|
|
|
747 |
|
|
|
|
|
|
|
2,354 |
|
Senior secured notes, net of discount |
|
|
4,477 |
|
|
|
|
|
|
|
|
|
|
|
4,477 |
|
Senior unsecured notes |
|
|
250,000 |
|
|
|
|
|
|
|
|
|
|
|
250,000 |
|
Deferred income taxes |
|
|
11,805 |
|
|
|
|
|
|
|
|
|
|
|
11,805 |
|
Deferred compensation payable |
|
|
3,271 |
|
|
|
|
|
|
|
|
|
|
|
3,271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
452,252 |
|
|
|
72,106 |
|
|
|
|
|
|
|
524,358 |
|
Stockholders equity |
|
|
235,584 |
|
|
|
14,469 |
|
|
|
(14,469 |
) |
|
|
235,584 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
687,836 |
|
|
$ |
86,575 |
|
|
$ |
(14,469 |
) |
|
$ |
759,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2007 |
|
|
|
H&E Equipment |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Services |
|
|
Subsidiaries |
|
|
Elimination |
|
|
Consolidated |
|
|
|
(Amounts in thousands) |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
241,578 |
|
|
$ |
44,995 |
|
|
$ |
|
|
|
$ |
286,573 |
|
New equipment sales |
|
|
330,220 |
|
|
|
24,958 |
|
|
|
|
|
|
|
355,178 |
|
Used equipment sales |
|
|
127,310 |
|
|
|
21,432 |
|
|
|
|
|
|
|
148,742 |
|
Parts sales |
|
|
91,295 |
|
|
|
11,005 |
|
|
|
|
|
|
|
102,300 |
|
Services revenues |
|
|
58,372 |
|
|
|
5,678 |
|
|
|
|
|
|
|
64,050 |
|
Other |
|
|
40,310 |
|
|
|
5,981 |
|
|
|
|
|
|
|
46,291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
889,085 |
|
|
|
114,049 |
|
|
|
|
|
|
|
1,003,134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental depreciation |
|
|
79,661 |
|
|
|
14,550 |
|
|
|
|
|
|
|
94,211 |
|
Rental expense |
|
|
38,188 |
|
|
|
7,186 |
|
|
|
|
|
|
|
45,374 |
|
New equipment sales |
|
|
286,272 |
|
|
|
21,625 |
|
|
|
|
|
|
|
307,897 |
|
Used equipment sales |
|
|
94,837 |
|
|
|
17,514 |
|
|
|
|
|
|
|
112,351 |
|
Parts sales |
|
|
64,247 |
|
|
|
7,544 |
|
|
|
|
|
|
|
71,791 |
|
Services revenues |
|
|
21,349 |
|
|
|
1,727 |
|
|
|
|
|
|
|
23,076 |
|
Other |
|
|
35,435 |
|
|
|
6,959 |
|
|
|
|
|
|
|
42,394 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues |
|
|
619,989 |
|
|
|
77,105 |
|
|
|
|
|
|
|
697,094 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
|
123,729 |
|
|
|
23,259 |
|
|
|
|
|
|
|
146,988 |
|
New equipment sales |
|
|
43,948 |
|
|
|
3,333 |
|
|
|
|
|
|
|
47,281 |
|
Used equipment sales |
|
|
32,473 |
|
|
|
3,918 |
|
|
|
|
|
|
|
36,391 |
|
Parts sales |
|
|
27,048 |
|
|
|
3,461 |
|
|
|
|
|
|
|
30,509 |
|
Services revenues |
|
|
37,023 |
|
|
|
3,951 |
|
|
|
|
|
|
|
40,974 |
|
Other |
|
|
4,875 |
|
|
|
(978 |
) |
|
|
|
|
|
|
3,897 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
269,096 |
|
|
|
36,944 |
|
|
|
|
|
|
|
306,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
137,093 |
|
|
|
27,955 |
|
|
|
|
|
|
|
165,048 |
|
Equity in loss of guarantor subsidiaries |
|
|
(443 |
) |
|
|
|
|
|
|
443 |
|
|
|
|
|
Gain on sales of property and equipment |
|
|
385 |
|
|
|
84 |
|
|
|
|
|
|
|
469 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
131,945 |
|
|
|
9,073 |
|
|
|
443 |
|
|
|
141,461 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(27,175 |
) |
|
|
(9,596 |
) |
|
|
|
|
|
|
(36,771 |
) |
Loss on early extinguishment of debt |
|
|
(320 |
) |
|
|
|
|
|
|
|
|
|
|
(320 |
) |
Other, net |
|
|
965 |
|
|
|
80 |
|
|
|
|
|
|
|
1,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expense, net |
|
|
(26,530 |
) |
|
|
(9,516 |
) |
|
|
|
|
|
|
(36,046 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
105,415 |
|
|
|
(443 |
) |
|
|
443 |
|
|
|
105,415 |
|
Provision for income taxes |
|
|
40,789 |
|
|
|
|
|
|
|
|
|
|
|
40,789 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
64,626 |
|
|
$ |
(443 |
) |
|
$ |
443 |
|
|
$ |
64,626 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
89
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2007 and 2006
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2006 |
|
|
|
H&E Equipment |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Services |
|
|
Subsidiaries |
|
|
Elimination |
|
|
Consolidated |
|
|
|
(Amounts in thousands) |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
215,900 |
|
|
$ |
35,474 |
|
|
$ |
|
|
|
$ |
251,374 |
|
New equipment sales |
|
|
233,700 |
|
|
|
7,581 |
|
|
|
|
|
|
|
241,281 |
|
Used equipment sales |
|
|
123,751 |
|
|
|
10,146 |
|
|
|
|
|
|
|
133,897 |
|
Parts sales |
|
|
79,015 |
|
|
|
3,091 |
|
|
|
|
|
|
|
82,106 |
|
Services revenues |
|
|
51,833 |
|
|
|
1,866 |
|
|
|
|
|
|
|
53,699 |
|
Other |
|
|
37,201 |
|
|
|
4,811 |
|
|
|
|
|
|
|
42,012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
741,400 |
|
|
|
62,969 |
|
|
|
|
|
|
|
804,369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental depreciation |
|
|
68,249 |
|
|
|
9,910 |
|
|
|
|
|
|
|
78,159 |
|
Rental expense |
|
|
34,960 |
|
|
|
5,622 |
|
|
|
|
|
|
|
40,582 |
|
New equipment sales |
|
|
204,691 |
|
|
|
6,467 |
|
|
|
|
|
|
|
211,158 |
|
Used equipment sales |
|
|
90,787 |
|
|
|
6,978 |
|
|
|
|
|
|
|
97,765 |
|
Parts sales |
|
|
55,826 |
|
|
|
2,083 |
|
|
|
|
|
|
|
57,909 |
|
Services revenues |
|
|
18,644 |
|
|
|
562 |
|
|
|
|
|
|
|
19,206 |
|
Other |
|
|
31,505 |
|
|
|
4,904 |
|
|
|
|
|
|
|
36,409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues |
|
|
504,662 |
|
|
|
36,526 |
|
|
|
|
|
|
|
541,188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
|
112,691 |
|
|
|
19,942 |
|
|
|
|
|
|
|
132,633 |
|
New equipment sales |
|
|
29,009 |
|
|
|
1,114 |
|
|
|
|
|
|
|
30,123 |
|
Used equipment sales |
|
|
32,964 |
|
|
|
3,168 |
|
|
|
|
|
|
|
36,132 |
|
Parts sales |
|
|
23,189 |
|
|
|
1,008 |
|
|
|
|
|
|
|
24,197 |
|
Services revenues |
|
|
33,189 |
|
|
|
1,304 |
|
|
|
|
|
|
|
34,493 |
|
Other |
|
|
5,696 |
|
|
|
(93 |
) |
|
|
|
|
|
|
5,603 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
236,738 |
|
|
|
26,443 |
|
|
|
|
|
|
|
263,181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
129,924 |
|
|
|
13,691 |
|
|
|
|
|
|
|
143,615 |
|
Equity in earnings of guarantor subsidiaries |
|
|
7,444 |
|
|
|
|
|
|
|
(7,444 |
) |
|
|
|
|
Gain on sales of property and equipment |
|
|
325 |
|
|
|
154 |
|
|
|
|
|
|
|
479 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
114,583 |
|
|
|
12,906 |
|
|
|
(7,444 |
) |
|
|
120,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(32,202 |
) |
|
|
(5,482 |
) |
|
|
|
|
|
|
(37,684 |
) |
Loss on early extinguishment of debt |
|
|
(40,771 |
) |
|
|
|
|
|
|
|
|
|
|
(40,771 |
) |
Other, net |
|
|
798 |
|
|
|
20 |
|
|
|
|
|
|
|
818 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expense, net |
|
|
(72,175 |
) |
|
|
(5,462 |
) |
|
|
|
|
|
|
(77,637 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes |
|
|
42,408 |
|
|
|
7,444 |
|
|
|
(7,444 |
) |
|
|
42,408 |
|
Provision for income taxes |
|
|
9,694 |
|
|
|
|
|
|
|
|
|
|
|
9,694 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
32,714 |
|
|
$ |
7,444 |
|
|
$ |
(7,444 |
) |
|
$ |
32,714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2005 |
|
|
|
H&E Equipment |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Services |
|
|
Subsidiaries |
|
|
Elimination |
|
|
Consolidated |
|
|
|
(Amounts in thousands) |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
183,391 |
|
|
$ |
7,403 |
|
|
$ |
|
|
|
$ |
190,794 |
|
New equipment sales |
|
|
150,593 |
|
|
|
5,748 |
|
|
|
|
|
|
|
156,341 |
|
Used equipment sales |
|
|
103,961 |
|
|
|
7,178 |
|
|
|
|
|
|
|
111,139 |
|
Parts sales |
|
|
67,877 |
|
|
|
2,189 |
|
|
|
|
|
|
|
70,066 |
|
Services revenues |
|
|
40,176 |
|
|
|
1,309 |
|
|
|
|
|
|
|
41,485 |
|
Other |
|
|
29,182 |
|
|
|
1,203 |
|
|
|
|
|
|
|
30,385 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
575,180 |
|
|
|
25,030 |
|
|
|
|
|
|
|
600,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental depreciation |
|
|
52,177 |
|
|
|
2,357 |
|
|
|
|
|
|
|
54,534 |
|
Rental expense |
|
|
45,995 |
|
|
|
1,032 |
|
|
|
|
|
|
|
47,027 |
|
New equipment sales |
|
|
132,308 |
|
|
|
4,861 |
|
|
|
|
|
|
|
137,169 |
|
Used equipment sales |
|
|
79,442 |
|
|
|
5,254 |
|
|
|
|
|
|
|
84,696 |
|
Parts sales |
|
|
48,092 |
|
|
|
1,523 |
|
|
|
|
|
|
|
49,615 |
|
Services revenues |
|
|
15,035 |
|
|
|
382 |
|
|
|
|
|
|
|
15,417 |
|
Other |
|
|
28,940 |
|
|
|
1,211 |
|
|
|
|
|
|
|
30,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues |
|
|
401,989 |
|
|
|
16,620 |
|
|
|
|
|
|
|
418,609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
|
85,219 |
|
|
|
4,014 |
|
|
|
|
|
|
|
89,233 |
|
New equipment sales |
|
|
18,285 |
|
|
|
887 |
|
|
|
|
|
|
|
19,172 |
|
Used equipment sales |
|
|
24,519 |
|
|
|
1,924 |
|
|
|
|
|
|
|
26,443 |
|
Parts sales |
|
|
19,785 |
|
|
|
666 |
|
|
|
|
|
|
|
20,451 |
|
Services revenues |
|
|
25,141 |
|
|
|
927 |
|
|
|
|
|
|
|
26,068 |
|
Other |
|
|
242 |
|
|
|
(8 |
) |
|
|
|
|
|
|
234 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
173,191 |
|
|
|
8,410 |
|
|
|
|
|
|
|
181,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
105,982 |
|
|
|
5,427 |
|
|
|
|
|
|
|
111,409 |
|
Equity in earnings of guarantor subsidiaries |
|
|
1,787 |
|
|
|
|
|
|
|
(1,787 |
) |
|
|
|
|
Gain on sales of property and equipment |
|
|
58 |
|
|
|
33 |
|
|
|
|
|
|
|
91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
69,054 |
|
|
|
3,016 |
|
|
|
(1,787 |
) |
|
|
70,283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(40,583 |
) |
|
|
(1,239 |
) |
|
|
|
|
|
|
(41,822 |
) |
Other, net |
|
|
362 |
|
|
|
10 |
|
|
|
|
|
|
|
372 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expense, net |
|
|
(40,221 |
) |
|
|
(1,229 |
) |
|
|
|
|
|
|
(41,450 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes |
|
|
28,833 |
|
|
|
1,787 |
|
|
|
(1,787 |
) |
|
|
28,833 |
|
Provision for income taxes |
|
|
673 |
|
|
|
|
|
|
|
|
|
|
|
673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
28,160 |
|
|
$ |
1,787 |
|
|
$ |
(1,787 |
) |
|
$ |
28,160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2007 |
|
|
|
H&E Equipment |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Services |
|
|
Subsidiaries |
|
|
Elimination |
|
|
Consolidated |
|
|
|
(Amounts in thousands) |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
64,626 |
|
|
$ |
(443 |
) |
|
$ |
443 |
|
|
$ |
64,626 |
|
Adjustments to reconcile net income to net cash provided
by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization on property and equipment |
|
|
7,212 |
|
|
|
1,798 |
|
|
|
|
|
|
|
9,010 |
|
Depreciation on rental equipment |
|
|
79,661 |
|
|
|
14,550 |
|
|
|
|
|
|
|
94,211 |
|
Amortization of loan discounts and deferred financing
costs |
|
|
11,688 |
|
|
|
(10,314 |
) |
|
|
|
|
|
|
1,374 |
|
Amortization of intangible assets |
|
|
1,060 |
|
|
|
|
|
|
|
|
|
|
|
1,060 |
|
Provision for losses on accounts receivable |
|
|
2,502 |
|
|
|
(290 |
) |
|
|
|
|
|
|
2,212 |
|
Provision for inventory obsolescence |
|
|
90 |
|
|
|
|
|
|
|
|
|
|
|
90 |
|
Provision for deferred income taxes |
|
|
38,876 |
|
|
|
|
|
|
|
|
|
|
|
38,876 |
|
Stock-based compensation expense |
|
|
1,255 |
|
|
|
|
|
|
|
|
|
|
|
1,255 |
|
Loss on early extinguishment of debt |
|
|
320 |
|
|
|
|
|
|
|
|
|
|
|
320 |
|
Gain on sales of property and equipment, net |
|
|
(385 |
) |
|
|
(84 |
) |
|
|
|
|
|
|
(469 |
) |
Gain on sales of rental equipment, net |
|
|
(30,137 |
) |
|
|
(3,399 |
) |
|
|
|
|
|
|
(33,536 |
) |
Equity in loss of guarantor subsidiaries |
|
|
443 |
|
|
|
|
|
|
|
(443 |
) |
|
|
|
|
Changes in operating assets and liabilities, net of
impact of acquisition: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables, net |
|
|
(41,306 |
) |
|
|
9,858 |
|
|
|
|
|
|
|
(31,448 |
) |
Inventories, net |
|
|
(29,545 |
) |
|
|
(27,886 |
) |
|
|
|
|
|
|
(57,431 |
) |
Prepaid expenses and other assets |
|
|
321 |
|
|
|
15 |
|
|
|
|
|
|
|
336 |
|
Accounts payable |
|
|
21,695 |
|
|
|
(7,044 |
) |
|
|
|
|
|
|
14,651 |
|
Manufacturer flooring plans payable |
|
|
8,909 |
|
|
|
(13,785 |
) |
|
|
|
|
|
|
(4,876 |
) |
Accrued expenses payable and other liabilities |
|
|
13,415 |
|
|
|
(8,250 |
) |
|
|
|
|
|
|
5,165 |
|
Intercompany balances |
|
|
(143,411 |
) |
|
|
143,411 |
|
|
|
|
|
|
|
|
|
Deferred compensation payable |
|
|
(1,332 |
) |
|
|
|
|
|
|
|
|
|
|
(1,332 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
5,957 |
|
|
|
98,137 |
|
|
|
|
|
|
|
104,094 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquistion of businesses, net of cash acquired |
|
|
|
|
|
|
(100,177 |
) |
|
|
|
|
|
|
(100,177 |
) |
Purchases of property and equipment |
|
|
(14,628 |
) |
|
|
(3,327 |
) |
|
|
|
|
|
|
(17,955 |
) |
Purchases of rental equipment |
|
|
(231,568 |
) |
|
|
37,514 |
|
|
|
|
|
|
|
(194,054 |
) |
Proceeds from sales of property and equipment |
|
|
614 |
|
|
|
326 |
|
|
|
|
|
|
|
940 |
|
Proceeds from sales of rental equipment |
|
|
140,726 |
|
|
|
(18,127 |
) |
|
|
|
|
|
|
122,599 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(104,856 |
) |
|
|
(83,791 |
) |
|
|
|
|
|
|
(188,647 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess tax benefits from stock-based awards |
|
|
44 |
|
|
|
|
|
|
|
|
|
|
|
44 |
|
Purchase of treasury stock |
|
|
(13,431 |
) |
|
|
|
|
|
|
|
|
|
|
(13,431 |
) |
Borrowings on senior secured credit facility |
|
|
1,076,106 |
|
|
|
|
|
|
|
|
|
|
|
1,076,106 |
|
Payments on senior secured credit facility |
|
|
(955,035 |
) |
|
|
(9,381 |
) |
|
|
|
|
|
|
(964,416 |
) |
Principal payment of senior secured notes |
|
|
(4,752 |
) |
|
|
|
|
|
|
|
|
|
|
(4,752 |
) |
Payments of deferred financing costs |
|
|
(585 |
) |
|
|
|
|
|
|
|
|
|
|
(585 |
) |
Payments of related party obligation |
|
|
(300 |
) |
|
|
|
|
|
|
|
|
|
|
(300 |
) |
Payments on capital lease obligations |
|
|
|
|
|
|
(2,287 |
) |
|
|
|
|
|
|
(2,287 |
) |
Principal payments of notes payable |
|
|
(357 |
) |
|
|
(10 |
) |
|
|
|
|
|
|
(367 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
101,690 |
|
|
|
(11,678 |
) |
|
|
|
|
|
|
90,012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash |
|
|
2,791 |
|
|
|
2,668 |
|
|
|
|
|
|
|
5,459 |
|
Cash, beginning of year |
|
|
9,214 |
|
|
|
89 |
|
|
|
|
|
|
|
9,303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of year |
|
$ |
12,005 |
|
|
$ |
2,757 |
|
|
$ |
|
|
|
$ |
14,762 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
92
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2006 |
|
|
|
H&E Equipment |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Services |
|
|
Subsidiaries |
|
|
Elimination |
|
|
Consolidated |
|
|
|
(Amounts in thousands) |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
32,714 |
|
|
$ |
7,444 |
|
|
$ |
(7,444 |
) |
|
$ |
32,714 |
|
Adjustments to reconcile net income to net cash
provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation on property and equipment |
|
|
6,130 |
|
|
|
787 |
|
|
|
|
|
|
|
6,917 |
|
Depreciation on rental equipment |
|
|
68,249 |
|
|
|
9,910 |
|
|
|
|
|
|
|
78,159 |
|
Amortization of loan discounts and deferred
financing costs |
|
|
2,232 |
|
|
|
|
|
|
|
|
|
|
|
2,232 |
|
Amortization of intangible assets |
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
46 |
|
Provision for losses on accounts receivable |
|
|
1,925 |
|
|
|
|
|
|
|
|
|
|
|
1,925 |
|
Provision for inventory obsolescence |
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
24 |
|
Provision for deferred income taxes |
|
|
8,968 |
|
|
|
|
|
|
|
|
|
|
|
8,968 |
|
Stock-based compensation expense |
|
|
991 |
|
|
|
|
|
|
|
|
|
|
|
991 |
|
Loss on early extinguishment of debt |
|
|
40,771 |
|
|
|
|
|
|
|
|
|
|
|
40,771 |
|
Gain on sales of property and equipment, net |
|
|
(325 |
) |
|
|
(154 |
) |
|
|
|
|
|
|
(479 |
) |
Gain on sales of rental equipment, net |
|
|
(29,759 |
) |
|
|
(3,026 |
) |
|
|
|
|
|
|
(32,785 |
) |
Equity in earnings of guarantor subsidiaries |
|
|
(7,444 |
) |
|
|
|
|
|
|
7,444 |
|
|
|
|
|
Changes in operating assets and liabilities, net
of impact of acquisition: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables, net |
|
|
1,084 |
|
|
|
(3,945 |
) |
|
|
|
|
|
|
(2,861 |
) |
Inventories, net |
|
|
(34,552 |
) |
|
|
(35,397 |
) |
|
|
|
|
|
|
(69,949 |
) |
Prepaid expenses and other assets |
|
|
(4,719 |
) |
|
|
(1,469 |
) |
|
|
|
|
|
|
(6,188 |
) |
Accounts payable |
|
|
5,809 |
|
|
|
(984 |
) |
|
|
|
|
|
|
4,825 |
|
Manufacturer flooring plans payable |
|
|
54,300 |
|
|
|
|
|
|
|
|
|
|
|
54,300 |
|
Accrued expenses payable and other liabilities |
|
|
5,770 |
|
|
|
800 |
|
|
|
|
|
|
|
6,570 |
|
Intercompany balances |
|
|
(62,792 |
) |
|
|
62,792 |
|
|
|
|
|
|
|
|
|
Deferred compensation payable |
|
|
(8,451 |
) |
|
|
|
|
|
|
|
|
|
|
(8,451 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
80,971 |
|
|
|
36,758 |
|
|
|
|
|
|
|
117,729 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of businesses, net of cash acquired |
|
|
(14,880 |
) |
|
|
(42,082 |
) |
|
|
|
|
|
|
(56,962 |
) |
Purchases of property and equipment |
|
|
(14,663 |
) |
|
|
(2,020 |
) |
|
|
|
|
|
|
(16,683 |
) |
Purchases of rental equipment |
|
|
(226,652 |
) |
|
|
559 |
|
|
|
|
|
|
|
(226,093 |
) |
Proceeds from sales of property and equipment |
|
|
1,842 |
|
|
|
177 |
|
|
|
|
|
|
|
2,019 |
|
Proceeds from sales of rental equipment |
|
|
96,327 |
|
|
|
9,404 |
|
|
|
|
|
|
|
105,731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(158,026 |
) |
|
|
(33,962 |
) |
|
|
|
|
|
|
(191,988 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock, net of
issue costs |
|
|
207,018 |
|
|
|
|
|
|
|
|
|
|
|
207,018 |
|
Borrowings on senior secured credit facility |
|
|
917,028 |
|
|
|
|
|
|
|
|
|
|
|
917,028 |
|
Payments on senior secured credit facility |
|
|
(1,010,874 |
) |
|
|
(3,471 |
) |
|
|
|
|
|
|
(1,014,345 |
) |
Proceeds from issuance of senior unsecured
notes |
|
|
250,000 |
|
|
|
|
|
|
|
|
|
|
|
250,000 |
|
Principal payment of senior secured notes |
|
|
(214,608 |
) |
|
|
|
|
|
|
|
|
|
|
(214,608 |
) |
Principal payment of senior subordinated notes |
|
|
(59,155 |
) |
|
|
|
|
|
|
|
|
|
|
(59,155 |
) |
Payments of deferred financing costs |
|
|
(8,782 |
) |
|
|
|
|
|
|
|
|
|
|
(8,782 |
) |
Payments of related party obligation |
|
|
(300 |
) |
|
|
|
|
|
|
|
|
|
|
(300 |
) |
Proceeds from issuance of notes payable |
|
|
1,271 |
|
|
|
|
|
|
|
|
|
|
|
1,271 |
|
Principal payments of notes payable |
|
|
(939 |
) |
|
|
747 |
|
|
|
|
|
|
|
(192 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing
activities |
|
|
80,659 |
|
|
|
(2,724 |
) |
|
|
|
|
|
|
77,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash |
|
|
3,604 |
|
|
|
72 |
|
|
|
|
|
|
|
3,676 |
|
Cash, beginning of year |
|
|
5,610 |
|
|
|
17 |
|
|
|
|
|
|
|
5,627 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of year |
|
$ |
9,214 |
|
|
$ |
89 |
|
|
$ |
|
|
|
$ |
9,303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2005 |
|
|
|
H&E Equipment |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Services |
|
|
Subsidiaries |
|
|
Elimination |
|
|
Consolidated |
|
|
|
(Amounts in thousands) |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
28,160 |
|
|
$ |
1,787 |
|
|
$ |
(1,787 |
) |
|
$ |
28,160 |
|
Adjustments to reconcile net income to net cash
provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation on property and equipment |
|
|
5,023 |
|
|
|
209 |
|
|
|
|
|
|
|
5,232 |
|
Depreciation on rental equipment |
|
|
52,177 |
|
|
|
2,357 |
|
|
|
|
|
|
|
54,534 |
|
Amortization of loan discounts and deferred
financing costs |
|
|
2,744 |
|
|
|
|
|
|
|
|
|
|
|
2,744 |
|
Amortization of intangible assets |
|
|
94 |
|
|
|
|
|
|
|
|
|
|
|
94 |
|
Provision for losses on accounts receivable |
|
|
1,396 |
|
|
|
112 |
|
|
|
|
|
|
|
1,508 |
|
Provision for inventory obsolescence |
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
30 |
|
Provision for deferred income taxes |
|
|
645 |
|
|
|
|
|
|
|
|
|
|
|
645 |
|
Gain on sales of property and equipment, net |
|
|
(124 |
) |
|
|
33 |
|
|
|
|
|
|
|
(91 |
) |
Gain on sales of rental equipment, net |
|
|
(25,164 |
) |
|
|
1,821 |
|
|
|
|
|
|
|
(23,343 |
) |
Equity in earnings of guarantor subsidiaries |
|
|
(1,787 |
) |
|
|
|
|
|
|
1,787 |
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables, net |
|
|
(30,388 |
) |
|
|
(1,740 |
) |
|
|
|
|
|
|
(32,128 |
) |
Inventories, net |
|
|
(33,578 |
) |
|
|
(10,581 |
) |
|
|
|
|
|
|
(44,159 |
) |
Prepaid expenses and other assets |
|
|
(335 |
) |
|
|
|
|
|
|
|
|
|
|
(335 |
) |
Accounts payable |
|
|
14,779 |
|
|
|
|
|
|
|
|
|
|
|
14,779 |
|
Manufacturer flooring plans payable |
|
|
42,530 |
|
|
|
|
|
|
|
|
|
|
|
42,530 |
|
Accrued expenses payable and other liabilities |
|
|
1,999 |
|
|
|
(13 |
) |
|
|
|
|
|
|
1,986 |
|
Intercompany balances |
|
|
2,463 |
|
|
|
(2,463 |
) |
|
|
|
|
|
|
|
|
Accrued loss from litigation |
|
|
(17,434 |
) |
|
|
|
|
|
|
|
|
|
|
(17,434 |
) |
Deferred compensation payable |
|
|
1,152 |
|
|
|
|
|
|
|
|
|
|
|
1,152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating
activities |
|
|
44,382 |
|
|
|
(8,478 |
) |
|
|
|
|
|
|
35,904 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(7,732 |
) |
|
|
(551 |
) |
|
|
|
|
|
|
(8,283 |
) |
Purchases of rental equipment |
|
|
(165,133 |
) |
|
|
2,353 |
|
|
|
|
|
|
|
(162,780 |
) |
Proceeds from sales of property and equipment |
|
|
923 |
|
|
|
37 |
|
|
|
|
|
|
|
960 |
|
Proceeds from sales of rental equipment |
|
|
80,396 |
|
|
|
6,632 |
|
|
|
|
|
|
|
87,028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing
activities |
|
|
(91,546 |
) |
|
|
8,471 |
|
|
|
|
|
|
|
(83,075 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings on senior secured credit facility |
|
|
616,518 |
|
|
|
|
|
|
|
|
|
|
|
616,518 |
|
Payments on senior secured credit facility |
|
|
(565,360 |
) |
|
|
|
|
|
|
|
|
|
|
(565,360 |
) |
Payments of deferred financing costs |
|
|
(92 |
) |
|
|
|
|
|
|
|
|
|
|
(92 |
) |
Payments of related party obligation |
|
|
(300 |
) |
|
|
|
|
|
|
|
|
|
|
(300 |
) |
Payments on capital lease obligations |
|
|
(1,120 |
) |
|
|
|
|
|
|
|
|
|
|
(1,120 |
) |
Principal payments of notes payable |
|
|
(206 |
) |
|
|
|
|
|
|
|
|
|
|
(206 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
49,440 |
|
|
|
|
|
|
|
|
|
|
|
49,440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
|
2,276 |
|
|
|
(7 |
) |
|
|
|
|
|
|
2,269 |
|
Cash, beginning of year |
|
|
3,334 |
|
|
|
24 |
|
|
|
|
|
|
|
3,358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of year |
|
$ |
5,610 |
|
|
$ |
17 |
|
|
$ |
|
|
|
$ |
5,627 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
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 SECs rules and forms, and that such information is accumulated and communicated
to the Companys 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) under the Securities Exchange Act of 1934, as
amended) as of the end of the period covered by this Annual Report on Form 10-K. Based on this
evaluation, our principal executive officer and principal financial officer have concluded that, as
of December 31, 2007, our current disclosure controls and procedures are effective to provide
reasonable assurance that material information required to be included in our periodic SEC reports
is recorded, processed, summarized and reported within the time periods specified in the SEC rules
and forms.
Changes in Internal Control Over Financial Reporting
There were no changes in the Companys internal control over financial reporting identified in
connection with the evaluation of the Companys internal controls performed during the fourth
quarter ended December 31, 2007 that have materially affected, or is reasonably likely to
materially affect, the Companys internal control over financial reporting.
95
Managements Report on Internal Control Over Financial Reporting
The
management of H&E Equipment Services, Inc. is responsible for establishing and
maintaining adequate internal control over financial reporting, as such term is defined in Exchange
Act Rules 13a-15(f) and 15d-15(f). Our internal control system was designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with U.S. generally
accepted accounting principles.
All internal control
systems, no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to financial
statement preparation and presentation. Any evaluation or projection of effectiveness to future
periods is also subject to risk that controls may become inadequate due to changes in conditions,
or that the degree of compliance with the policies and procedures may deteriorate.
Under the supervision and with the participation of management, including our Chief Executive
Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting as of December 31, 2007, based on the framework in
Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Based on that evaluation, management concluded that, as of December
31, 2007, our internal control over financial reporting was effective
based on these criteria.
As permitted by the rules promulgated under the Exchange Act
regarding the scope of managements internal control report, managements evaluation did not include assessing the effectiveness of internal control over
financial reporting at H&E Equipment Services (Mid-Atlantic),
Inc., formerly known as J.W. Burress, Incorporated, which was acquired on September 1,
2007. H&E Equipment Services (Mid-Atlantic), Inc. is included in our 2007 consolidated financial statements and
constituted $117.0 million of our total assets at December 31, 2007 and $42.5 million of our total
revenues for the year ended December 31, 2007.
The effectiveness of our internal control over financial reporting as
of December 31, 2007, has been audited by BDO Seidman, LLP, an
indepent registered public accounting firm, as stated in their
report, which is included herein.
Date:
March 5, 2008
|
|
|
|
|
|
|
|
|
/s/ John M. Engquist
|
|
|
John M. Engquist |
|
|
President and Chief Executive Officer |
|
|
|
|
|
/s/ Leslie S. Magee
|
|
|
Leslie S. Magee |
|
|
Chief Financial Officer |
|
|
96
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
H&E Equipment Services, Inc.
Baton Rouge, Louisiana
We have audited H&E Equipment Services, Inc.s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). H&E Equipment Services, Inc.s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Managements Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the companys internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
97
As indicated in the
accompanying Managements Report on Internal Control over
Financial Reporting, managements conclusion on the effectiveness of internal
control over financial reporting did not include the internal controls of H&E
Equipment Services (Mid-Atlantic), Inc., formerly known as J.W. Burress, Incorporated, which
was acquired on September 1, 2007 and is included in the 2007 consolidated financial statements
of H&E Equipment Services, Inc. and constituted $117.0 million of
their total assets at December 31, 2007 and $42.5 million of their total revenues for the
year ended December 31, 2007. Our audit of internal control over financial reporting also did not include
an evaluation of the internal control over financial reporting of H&E Equipment Services (Mid-Atlantic), Inc.
In our opinion, H&E
Equipment Services, Inc. maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2007, based on the COSO criteria.
We also have audited, in accordance with the standards of
the Public Company Accounting Oversight Board (United States), the consolidated
balance sheets of H&E Equipment Services, Inc. and subsidiaries as of
December 31, 2007 and 2006 and the related consolidated statements of income, members
deficit and stockholders equity, and cash flows for each of the three years
in the period ended December 31, 2007 and our report dated March 6, 2008
expressed an unqualified opinion thereon.
/s/ BDO Seidman, LLP
Dallas, Texas
March 6, 2008
98
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated herein by reference from the Companys
definitive proxy statement for use in connection with the 2008 Annual Meeting of Stockholders (the
Proxy Statement) to be filed within 120 days after the end of the Companys fiscal year ended
December 31, 2007.
We have adopted a code of conduct that applies to our Chief Executive Officer and Chief
Financial Officer. This code of conduct is available on the Companys Web site at
www.he-equipment.com. The information on our website is not a part of or incorporated by reference
into this Annual Report on Form 10-K. If the Company makes any amendments to this code other than
technical, administrative or other non-substantive amendments, or grants any waivers, including
implicit waivers, from a provision of this code to the Companys Chief Executive Officer or Chief
Financial Officer, the Company will disclose the nature of the amendment or waiver, its effective
date and to whom it applies in a Current Report on Form 8-K filed with the SEC.
Item 11. Executive Compensation
The information required by this Item is incorporated herein by reference from the Proxy
Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information required by this Item is incorporated herein by reference from the Proxy
Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated herein by reference from the Proxy
Statement.
Item 14. Principal Accountant Fees and Services
The information required by this Item is incorporated herein by reference from the Proxy
Statement.
99
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report:
(1) Financial Statements
The Companys consolidated financial statements listed below have been filed as part of this
report:
|
|
|
|
|
|
|
Page |
|
|
|
|
97 |
|
|
|
|
53 |
|
|
|
|
54 |
|
|
|
|
55 |
|
|
|
|
56 |
|
|
|
|
57 |
|
|
|
|
59 |
|
|
|
|
|
|
(2) Financial Statement Schedule for the years ended December 31, 2007, 2006 and 2005: |
|
|
|
|
|
|
|
|
|
Schedule IIValuation and Qualifying Accounts |
|
|
101 |
|
All other schedules are omitted because they are not applicable or not required, or the
information appears in the Companys consolidated financial statements or notes thereto.
(3) Exhibits
See Exhibit Index on pages 103-105.
100
SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
Charged to |
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
|
Beginning |
|
|
Costs and |
|
|
Recoveries |
|
|
Impact of |
|
|
End |
|
Description |
|
of Year |
|
|
Expenses |
|
|
(Deductions) |
|
|
Acquisition |
|
|
of Year |
|
|
|
(Amounts in thousands) |
|
Year Ended December 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts receivable |
|
$ |
2,852 |
|
|
$ |
2,502 |
|
|
$ |
(941 |
) |
|
$ |
|
|
|
$ |
4,413 |
|
Allowance for inventory obsolescence |
|
|
1,326 |
|
|
|
352 |
|
|
|
(686 |
) |
|
|
|
|
|
|
992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,178 |
|
|
$ |
2,854 |
|
|
$ |
(1,627 |
) |
|
$ |
|
|
|
$ |
5,405 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts receivable |
|
$ |
2,364 |
|
|
$ |
2,062 |
|
|
$ |
(1,574 |
) |
|
$ |
|
|
|
$ |
2,852 |
|
Allowance for inventory obsolescence |
|
|
975 |
|
|
|
503 |
|
|
|
(152 |
) |
|
|
|
|
|
|
1,326 |
|
Deferred tax asset reserve |
|
|
8,246 |
|
|
|
|
|
|
|
(8,246 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
11,585 |
|
|
$ |
2,565 |
|
|
$ |
(9,972 |
) |
|
$ |
|
|
|
$ |
4,178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts receivable |
|
$ |
2,732 |
|
|
$ |
1,508 |
|
|
$ |
(1,876 |
) |
|
$ |
|
|
|
$ |
2,364 |
|
Allowance for inventory obsolescence |
|
|
1,490 |
|
|
|
30 |
|
|
|
(545 |
) |
|
|
|
|
|
|
975 |
|
Deferred tax asset reserve |
|
|
19,099 |
|
|
|
645 |
|
|
|
(11,498 |
) |
|
|
|
|
|
|
8,246 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
23,321 |
|
|
$ |
2,183 |
|
|
$ |
(13,919 |
) |
|
$ |
|
|
|
$ |
11,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, on March 5, 2008.
|
|
|
|
|
|
H&E EQUIPMENT SERVICES, INC.
|
|
|
By: |
/s/ John M. Engquist
|
|
|
|
John M. Engquist |
|
|
|
Its: President and Chief Executive Officer |
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant in the capacities and on the
dates indicated.
|
|
|
|
|
|
|
Signature |
|
Capacity |
|
Date |
|
|
|
|
|
|
|
By:
|
|
/s/ John M. Engquist
|
|
President, Chief Executive
|
|
March 5, 2008 |
|
|
|
|
|
|
|
|
|
John M. Engquist
|
|
Officer and Director |
|
|
|
|
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Leslie S. Magee
|
|
Chief Financial Officer
|
|
March 5, 2008 |
|
|
|
|
|
|
|
|
|
Leslie S. Magee
|
|
(Principal Financial and |
|
|
|
|
|
|
Accounting Officer) |
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Gary W. Bagley
|
|
Chairman and Director
|
|
March 5, 2008 |
|
|
|
|
|
|
|
|
|
Gary W. Bagley |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Keith E. Alessi
|
|
Director
|
|
March 3, 2008 |
|
|
|
|
|
|
|
|
|
Keith E. Alessi |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
Paul N. Arnold |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Bruce C. Bruckmann
|
|
Director
|
|
March 5, 2008 |
|
|
|
|
|
|
|
|
|
Bruce C. Bruckmann |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Lawrence C. Karlson
|
|
Director
|
|
March 5, 2008 |
|
|
|
|
|
|
|
|
|
Lawrence C. Karlson |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ John T. Sawyer
|
|
Director
|
|
February 29, 2008 |
|
|
|
|
|
|
|
|
|
John T. Sawyer |
|
|
|
|
102
Exhibit Index
|
|
|
2.1 |
|
Agreement and Plan of Merger, dated February 2, 2006, among the Company,
H&E LLC and Holdings (incorporated by reference to Exhibit 2.1 to
Current Report on Form 8-K of H&E Equipment Services, Inc. (File No.
000-51759), filed February 3, 2006). |
|
|
|
2.2 |
|
Agreement and Plan of Merger, dated as of May 15, 2007, by and among H&E Equipment Services, Inc., HE-JWB
Acquisition, Inc., J.W. Burress, Incorporated, the Burress Shareholders (as defined therein), and Richard S. Dudley, as Burress Shareholders Representative (as defined therein)
(incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K of H&E Equipment Services, Inc. (File No. 000-51759), filed on May 17, 2007).
|
|
|
|
2.3 |
|
Amendment No. 1 to Agreement and Plan of Merger, dated as of August 31,
2007, by and among H&E Equipment Services, Inc., HE-JWB Acquisition,
Inc., J.W. Burress, Incorporated, the Burress Shareholders (as defined
therein), and Richard S. Dudley, as Burress Shareholders Representative
(as defined therein) (incorporated by reference to Exhibit 2.1 to
Current Report on Form 8-K of H&E Equipment Services, Inc. (File No.
000-51759), filed on September 4, 2007). |
|
|
|
2.4 |
|
Acquisition Agreement, dated as of January 4, 2005, among H&E Equipment
Services, L.L.C., Eagle Merger Corp., Eagle High Reach Equipment, LLC,
Eagle High Reach Equipment, Inc., SBN Eagle LLC, SummitBridge National
Investments, LLC and the shareholders of Eagle High Reach Equipment,
Inc. (incorporated by reference to Exhibit 2.1 to Form 8-K of H&E
Equipment Services L.L.C. (File Nos. 333-99587 and 333-99589), filed
January 5, 2006). |
|
|
|
3.1 |
|
Amended and Restated Certificate of Incorporation of H&E Equipment
Services, Inc. (incorporated by reference to Exhibit 3.4 to Registration
Statement on Form S-1 of H&E Equipment Services, Inc. (File No.
333-128996), filed January 20, 2006). |
|
|
|
3.2 |
|
Amended and Restated Bylaws of H&E Equipment Services, Inc.
(incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K
of H&E Equipment Services, Inc. (File No. 000-51759), filed June 5,
2007). |
|
|
|
3.3 |
|
Amended and Restated Articles of Organization of Gulf Wide Industries,
L.L.C. (incorporated by reference to Exhibit 3.2 to Registration
Statement on Form S-4 of H&E Equipment Services L.L.C. (File No.
333-99589), filed September 13, 2002). |
|
|
|
3.4 |
|
Amended Articles of Organization of Gulf Wide Industries, L.L.C.,
Changing Its Name To H&E Equipment Services L.L.C. (incorporated by
reference to Exhibit 3.3 to Registration Statement on Form S-4 of H&E
Equipment Services L.L.C. (File No. 333-99589), filed September 13,
2002). |
|
|
|
3.5 |
|
Amended and Restated Operating Agreement of H&E Equipment Services
L.L.C. (incorporated by reference to Exhibit 3.8 to Registration
Statement on Form S-4 of H&E Equipment Services L.L.C. (File No.
333-99589), filed September 13, 2002). |
|
|
|
3.6 |
|
Certificate of Incorporation of H&E Finance Corp. (incorporated by
reference to Exhibit 3.4 to Registration Statement on Form S-4 of H&E
Equipment Services L.L.C. (File No. 333-99589), filed September 13,
2002). |
|
|
|
3.7 |
|
Certificate of Incorporation of Great Northern Equipment, Inc.
(incorporated by reference to Exhibit 3.5 to Registration Statement on
Form S-4 of H&E Equipment Services L.L.C. (File No. 333-99589), filed
September 13, 2002). |
|
|
|
3.8 |
|
Articles of Incorporation of Williams Bros. Construction, Inc.
(incorporated by reference to Exhibit 3.6 to Registration Statement on
Form S-4 of H&E Equipment Services L.L.C. (File No. 333-99589), filed
September 13, 2002). |
|
|
|
3.9 |
|
Articles of Amendment to Articles of Incorporation of Williams Bros.
Construction, Inc. Changing its Name to GNE Investments, Inc.
(incorporated by reference to Exhibit 3.7 to Registration Statement on
Form S-4 of H&E Equipment Services L.L.C. (File No. 333-99589), filed
September 13, 2002). |
|
|
|
3.10 |
|
Bylaws of H&E Finance Corp. (incorporated by reference to Exhibit 3.9 to
Registration Statement on Form S-4 of H&E Equipment Services L.L.C.
(File No. 333-99589), filed September 13, 2002). |
|
|
|
3.11 |
|
Bylaws of Great Northern Equipment, Inc. (incorporated by reference to
Exhibit 3.10 to Registration Statement on Form S-4 of H&E Equipment
Services L.L.C. (File No. 333-99589), filed September 13, 2002). |
103
|
|
|
|
|
|
3.12 |
|
Bylaws of Williams Bros. Construction, Inc. (incorporated by reference
to Exhibit 3.11 to Registration Statement on Form S-4 of H&E Equipment
Services L.L.C. (File No. 333-99589), filed September 13, 2002). |
|
|
|
4.1 |
|
Amended and Restated Security Holders Agreement, dated as of February 3,
2006, among the Company and certain other parties thereto (incorporated
by reference to Exhibit 4.1 to Current Report on Form 8-K of H&E
Equipment Services, Inc. (File No. 000-51759), filed February 3, 2006). |
|
|
|
4.2 |
|
Amended and Restated Investor Rights Agreement, dated as of February 3,
2006, among the Company and certain other parties thereto (incorporated
by reference to Exhibit 4.2 to Current Report on Form 8-K of H&E
Equipment Services, Inc. (File No. 000-51759), filed February 3, 2006). |
|
|
|
4.3 |
|
Amended and Restated Registration Rights Agreement, dated as of February
3, 2006, among the Company and certain other parties thereto
(incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K
of H&E Equipment Services, Inc. (File No. 000-51759), filed February 3,
2006). |
|
|
|
4.4 |
|
Form of H&E Equipment Services, Inc. common stock certificate
(incorporated by reference to Exhibit 4.3 to Registration Statement on
Form S-1 of H&E Equipment Services, Inc. (File No. 333-128996), filed
January 5, 2006). |
|
|
|
4.5 |
|
Indenture, dated as of August 4, 2006, by and among H&E Equipment Services, Inc.,
the Guarantors named therein and The Bank of New York Trust Company, N.A., as Trustee, relating to the 8 3/8% senior notes due 2016 (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K of
H&E Equipment Services, Inc. (File No. 00-51759), filed August 8, 2006).
|
|
|
|
4.6 |
|
Registration Rights Agreement, dated as of August 4, 2006, by and among
H&E Equipment Services, Inc., GNE Investments, Inc., Greate Northern
Equipment, Inc., H&E California Holdings, Inc., H&E Equipment Services
(California), LLC, H&E Finance Corp., Credit Suisse Securities (USA) LLC
and UBS Securities LLC (incorporated by reference to Exhibit 4.2 to
Current Report on Form 8-K of H&E Equipment Services, Inc. (File No.
00-51759), filed August 8, 2006). |
|
|
|
10.1 |
|
Consulting Agreement, dated April 10, 2007, between the Company and Gary
W. Bagley (incorporated by reference to Exhibit 10.1 to Current Report
on Form 8-K of H&E Equipment Services, Inc. (File No. 000-51759), filed
April 30, 2007). |
|
|
|
10.2 |
|
Second Amended and Restated Credit Agreement, dated as of September 1,
2007, by and among H&E Equipment Services, Inc., Great Northern
Equipment, Inc., GNE Investments, Inc., H&E Finance Corp., H&E Equipment
Services (California), LLC, H&E California Holdings, Inc., J.W. Burress,
Incorporated, General Electric Capital Corporation, as Agent, and the
lenders party thereto (incorporated by reference to Exhibit 10.1 to
Current Report on Form 8-K of H&E Equipment Services, Inc. (File No.
000-51759), filed on September 4, 2007). |
|
|
|
10.3 |
|
Amendment No. 1 to the Second Amended and Restated Credit Agreement,
dated as of November 7, 2007, by and among H&E Equipment Services, Inc.,
Great Northern Equipment, Inc., GNE Investments, Inc., H3&E Finance
Corp., H&E Equipment Services (California), LLC, H&E California
Holdings, Inc., H&E Equipment Services (Mid-Atlantic), Inc., General
Electric Capital Corporation, as Agent, and the lenders party thereto
(incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K
of H&E Equipment Services, Inc. (File No. 000-51759), filed on November
13, 2007). |
|
|
|
10.4 |
|
Contribution Agreement and Plan of Reorganization, dated as of June 14,
2002, by and among H&E Holdings, L.L.C., BRSEC Co-Investment II, LLC
(incorporated by reference to Exhibit 10.2 to Registration Statement on
Form S-4 of H&E Equipment Services L.L.C. (File No. 333-99589), filed
September 13, 2002). |
|
|
|
10.5 |
|
First Amended and Restated Management Agreement, dated as of June 17,
2002, Bruckmann, Rosser, Sherrill & Co., Inc., Bruckmann, Rosser,
Sherrill & Co., L.L.C., H&E Holdings L.L.C. and H&E Equipment Services,
L.L.C. (incorporated by reference to Exhibit 10.7 to Registration
Statement on Form S-4 of H&E Equipment Services L.L.C. (File No.
333-99589), filed September 13, 2002). |
|
|
|
10.6 |
|
Employment Agreement, dated as of June 29, 1999, by and between Gulf
Wide Industries, L.L.C., and John M. Engquist (incorporated by reference
to Exhibit 10.8 to Registration Statement on Form S-4 of H&E Equipment
Services L.L.C. (File No. 333-99589), filed September 13, 2002). |
|
|
|
10.7 |
|
First Amendment to the Employment Agreement, dated as of August 10,
2001, by and among Gulf Wide Industries, L.L.C. and John M. Engquist
(incorporated by reference to Exhibit 10.9 to Registration Statement on
Form S-4 of H&E Equipment Services L.L.C. (File No. 333-99589), filed
September 13, 2002). |
104
|
|
|
|
|
|
10.8 |
|
Consulting and Noncompetition Agreement, dated as of June 29, 1999,
between Head & Engquist Equipment, L.L.C. and Thomas R. Engquist
(incorporated by reference to Exhibit 10.20 to Registration Statement on
Form S-4 of H&E Equipment Services L.L.C. (File No. 333-99589), filed
September 13, 2002). |
|
|
|
10.9 |
|
Purchase Agreement by and among H&E Equipment Services L.L.C., H&E
Finance Corp., the guarantors party thereto and Credit Suisse First
Boston Corporation, dated June 3, 2002 (incorporated by reference to
Exhibit 10.21 to Registration Statement on Form S-4 of H&E Equipment
Services L.L.C. (File No. 333-99587), filed September 13, 2002). |
|
|
|
10.10 |
|
Purchase Agreement, among H&E Equipment Services L.L.C., H&E Finance
Corp., H&E Holdings L.L.C., the guarantors party thereto and Credit
Suisse First Boston Corporation, Inc. dated June 17, 2002 (incorporated
by reference to Exhibit 10.21 to Registration Statement on Form S-4 of
H&E Equipment Services L.L.C. (File No. 333-99589), filed September 13,
2002). |
|
|
|
10.11 |
|
Stipulation of Settlement dated November 23, 2005 (incorporated by
reference to Exhibit 10.1 to Form 8-K of H&E Equipment Services L.L.C.
(File No. 333-99587), filed November 29, 2005). |
|
|
|
10.12 |
|
H&E Equipment Services, Inc. 2006 Stock-Based Compensation Incentive
Plan (incorporated by reference to Exhibit 10.35 to Registration
Statement on Form S-1 of H&E Equipment Services, Inc. (File No.
333-128996), filed January 20, 2006). |
|
|
|
10.13 |
|
Form of Option Letter (incorporated by reference to Exhibit 10.36 to
Registration Statement on Form S-1 of H&E Equipment Services, Inc. (File
No. 333-128996), filed January 20, 2006). |
|
|
|
18.1 |
|
BDO Seidman, LLP Preferability Letter. * |
|
|
|
21.1 |
|
Subsidiaries of the registrant.* |
|
|
|
23.1 |
|
Consent of BDO Seidman, LLP.* |
|
|
|
31.1 |
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
|
|
|
31.2 |
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
|
|
|
32.1 |
|
Certifications of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
105
exv18w1
Exhibit 18.1
|
|
|
|
|
700 North Pearl, Suite 2000
Dallas, Texas 75201
Telephone: 214-969-7007
Fax: 214-953-0722 |
March 6, 2008
Mrs. Leslie S. Magee, Chief Financial Officer
H&E Equipment Services, Inc.
11100 Mead Road, Suite 200
Baton Rouge, Louisiana 70816
Dear Mrs. Magee:
As stated in Note 2 to the consolidated financial statements of H&E Equipment Services, Inc. (the
Company) for the year ended December 31, 2007, the Company changed its method of accounting for its
annual goodwill impairment test under the provisions of Statement of Financial Accounting Standard
No. 142, Goodwill and Other Intangible Assets, by changing the date of the test to the first day of
the fourth fiscal quarter (October 1, 2007) from the last day of the fourth fiscal quarter
(December 31). Note 2 further states that the newly adopted accounting principle is preferable in
the circumstances because the change more closely aligns the impairment test with the Companys
annual budgeting and forecasting process, which leads to increased efficiency and cost savings.
Additionally, Note 2 states that the Company does not believe that the change will accelerate or
delay an impairment charge or otherwise avoid an impairment charge. In connection with our audit of
the above mentioned consolidated financial statements, we have evaluated the circumstances and the
business judgment and planning which formulated your basis to make the change in accounting
principle.
It should be understood that criteria have not been established by the Financial Accounting
Standards Board for selecting from among the alternative accounting principles that exist in this
area. Further, the American Institute of Certified Public Accountants has not established the
standards by which an auditor can evaluate the preferability of one accounting principle among a
series of alternatives. However, for purposes of the Companys compliance with the requirements of
the Securities and Exchange Commission, we are furnishing this letter.
Based on our audit, we concur in managements judgment that the newly adopted accounting principle
described in Note 2 is preferable in the circumstances. In formulating this position, we are
relying on managements business planning and judgment, which we do not find to be unreasonable.
Very truly yours,
/s/ BDO Seidman, LLP
exv21w1
Exhibit 21.1
Table of Subsidiaries of Registrant
|
|
|
Name |
|
Jurisdiction of Incorporation |
H&E Finance Corp.
|
|
DE |
GNE Investments, Inc.
|
|
WA |
Great Northern Equipment, Inc.
|
|
MT |
H&E California Holding, LLC
|
|
CA |
H&E Equipment Services (California), LLC
|
|
DE |
H&E Equipment Services (Mid-Atlantic), Inc.
|
|
VA |
exv23w1
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
H&E Equipment Services, Inc.
Baton Rouge, Louisiana
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8
(No. 333-138242) of H&E Equipment Services, Inc. of our reports dated March 6, 2008, relating to
the consolidated financial statements and financial statement schedule and the effectiveness of H&E
Equipment Services, Inc.s internal control over financial reporting, which appear in this Form
10-K.
|
|
|
|
|
|
|
|
/s/ BDO Seidman, LLP |
|
|
BDO Seidman, LLP |
|
|
Dallas, Texas |
|
|
|
|
|
March 6, 2008 |
|
|
exv31w1
Exhibit 31.1
Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, John M. Engquist, President and Chief Executive Officer of H&E Equipment Services, Inc., certify
that:
|
1. |
|
I have reviewed this annual report on Form 10-K of H&E Equipment Services, Inc.; |
|
|
2 |
|
Based on my knowledge, this annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this annual report; |
|
|
3. |
|
Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods
presented in this annual report; |
|
|
4. |
|
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e
and 15d-15e) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15f and 15d-15f) for the registrant and have: |
|
(a) |
|
designed such disclosure controls and procedures, or caused such internal
control and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in
which this report is being prepared; |
|
|
(b) |
|
designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles; |
|
|
(c) |
|
evaluated the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures as of the end of the period covered by this report
based on such evaluation; and |
|
|
(d) |
|
disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter
(the registrants fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrants
internal control over financial reporting; and |
|
5. |
|
The registrants other certifying officer and I have disclosed, based on our most
recent evaluation, to the registrants auditors and the audit committee of the
registrants Board of Directors (or persons performing the equivalent function): |
|
(a) |
|
all significant deficiencies in the design or operation of internal controls
over financial reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and report financial information
and have identified for the registrants auditors any material weaknesses in internal
controls; and |
|
|
(b) |
|
any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal control over
financial reporting. |
|
|
|
|
|
|
|
|
Dated: March 5, 2008 |
By: |
/s/ John M. Engquist
|
|
|
|
John M. Engquist |
|
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
|
exv31w2
Exhibit 31.2
Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Leslie S. Magee, Chief Financial Officer of H&E Equipment Services, Inc., certify that:
|
1. |
|
I have reviewed this annual report on Form 10-K of H&E Equipment Services,
Inc.; |
|
|
2 |
|
Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this annual report; |
|
|
3. |
|
Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this annual report; |
|
|
4. |
|
The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15e and 15d-15e) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15f and 15d-15f) for the registrant and have: |
|
(a) |
|
designed such disclosure controls and procedures, or caused such
internal control and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared; |
|
|
(b) |
|
designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles; |
|
|
(c) |
|
evaluated the effectiveness of the registrants disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures as of the end of the
period covered by this report based on such evaluation; and |
|
|
(d) |
|
disclosed in this report any change in the registrants internal
control over financial reporting that occurred during the registrants most
recent fiscal quarter (the registrants fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrants internal control over financial reporting;
and |
|
5. |
|
The registrants other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrants auditors and the audit committee of the
registrants Board of Directors (or persons performing the equivalent function): |
|
(a) |
|
all significant deficiencies in the design or operation of internal
controls over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial
information and have identified for the registrants auditors any material
weaknesses in internal controls; and |
|
|
(b) |
|
any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal control
over financial reporting. |
|
|
|
|
|
|
|
|
Dated: March 5, 2008 |
By: |
/s/ Leslie S. Magee
|
|
|
|
Leslie S. Magee |
|
|
|
Chief Financial Officer
(Principal Financial Officer) |
|
|
exv32w1
Exhibit 32.1
Certifications of the Chief Executive Officer and
Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of H&E Equipment Services, Inc. (the Company) on Form
10-K for the period ending December 31, 2007 as filed with the Securities and Exchange Commission
on the date hereof (the Report), I, John M. Engquist, President and Chief Executive Officer of
the Company, and Leslie S. Magee, Chief Financial Officer of the Company, each certify, pursuant to
18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
|
(1) |
|
to my knowledge, the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and |
|
|
(2) |
|
the information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company. |
|
|
|
|
|
|
|
|
Dated: March 5, 2008 |
By: |
/s/ John M. Engquist
|
|
|
|
John M. Engquist |
|
|
|
President and Chief Executive
Officer
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
|
Dated: March 5, 2008 |
By: |
/s/ Leslie S. Magee
|
|
|
|
Leslie S. Magee |
|
|
|
Chief Financial Officer
(Principal Financial Officer) |
|
|