e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2008
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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)
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Delaware
(State of Other Jurisdiction of Incorporation or Organization)
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81-0553291
(I.R.S. Employer Identification No.) |
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11100 Mead Road, Suite 200 |
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Baton Rouge, Louisiana
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70816 |
(Address of Principal Executive Offices)
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(ZIP Code) |
(225) 298-5200
(Registrants Telephone Number, Including Area Code)
None
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by
Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No 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 (Do not check if a smaller reporting company) | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date.
Number of shares of common stock outstanding as of the close of business on August 4, 2008: 35,380,446
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
JUNE 30, 2008
2
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of
the federal securities laws. Statements that are not historical facts, including statements about
our beliefs and expectations, are forward-looking statements. Forward-looking statements include
statements preceded by, followed by or that include the words may, could, would, should,
believe, expect, anticipate, plan, estimate, target, project, intend, foresee and
similar expressions. These statements include, among others, statements regarding our expected
business outlook, anticipated financial and operating results, our business strategy and means to
implement the strategy, our objectives, the amount and timing of capital expenditures, the
likelihood of our success in expanding our business, financing plans, budgets, working capital
needs and sources of liquidity.
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 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:
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general economic conditions and construction activity in the markets where we operate
in North America and, in particular, the conditions in our Mid-Atlantic, Southern
California and Florida regions as well as the impact of the current conditions of the
capital markets and its effect on construction activity and the economy in general; |
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relationships with new equipment suppliers; |
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increased maintenance and repair costs; |
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our substantial leverage; |
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the risks associated with the expansion of our business; |
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our possible inability to integrate any businesses we acquire, including our recently
completed acquisition of J.W. Burress, Incorporated (Burress); |
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competitive pressures; |
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compliance with laws and regulations, including those relating to environmental
matters and corporate governance matters; and |
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other factors discussed under Item 1A Risk Factors in our Annual Report on Form
10-K for the year ended December 31, 2007 and this Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2008. |
Except as required by applicable law, including the securities laws of the United States and
the rules and regulations of the Securities and Exchange Commission (SEC), we are under no
obligation to publicly update or revise any forward-looking statements after we file this Quarterly
Report on Form 10-Q, whether as a result of any new information, future events or otherwise.
Investors, potential investors and other readers are urged to consider the above mentioned factors
carefully in evaluating the forward-looking statements and are cautioned not to place undue
reliance on such forward-looking statements. Although we believe that the expectations reflected in
the forward-looking statements are reasonable, we cannot guarantee future results or performance.
For a more detailed discussion of some of the foregoing risk and uncertainties, see Item 1A Risk
Factors in our Annual Report on Form 10-K for the year ended
December 31, 2007, and Item 1A Risk Factors in this Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2008, as well as other reports and registration statements filed by
us with the SEC. All of our annual, quarterly and current reports and any amendments thereto, filed
with or furnished to the SEC are available on our Internet website under the Investor Relations
link. For more information about us and the announcements we make from time to time, visit our
Internet website at www.he-equipment.com.
3
PART I. FINANCIAL INFORMATION
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Item 1. |
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Financial Statements. |
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share amounts)
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Balances at |
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June 30, |
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December 31, |
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2008 |
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2007 |
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(Unaudited) |
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ASSETS |
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Cash |
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$ |
8,420 |
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$ |
14,762 |
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Receivables, net of allowance for doubtful accounts of $4,773 and $4,413,
respectively |
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147,506 |
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151,148 |
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Inventories, net of reserves for obsolescence of $1,005 and $992, respectively |
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144,806 |
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143,789 |
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Prepaid expenses and other assets |
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6,031 |
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6,111 |
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Rental equipment, net of accumulated depreciation of $196,304 and $186,630,
respectively |
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578,427 |
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577,628 |
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Property and equipment, net of accumulated depreciation and amortization of $31,449
and $26,591, respectively |
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50,938 |
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45,414 |
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Deferred financing costs, net of accumulated amortization of $6,944 and $6,216,
respectively |
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7,651 |
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8,628 |
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Intangible assets, net of accumulated amortization of $2,514 and $1,046, respectively |
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9,174 |
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10,642 |
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Goodwill |
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58,873 |
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54,731 |
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Total assets |
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$ |
1,011,826 |
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$ |
1,012,853 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Liabilities: |
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Amounts due on senior secured credit facility |
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$ |
112,593 |
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$ |
120,553 |
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Accounts payable |
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94,880 |
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84,895 |
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Manufacturer flooring plans payable |
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152,540 |
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162,939 |
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Accrued expenses payable and other liabilities |
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48,160 |
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48,957 |
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Related party obligation |
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283 |
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413 |
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Notes payable |
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1,973 |
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1,987 |
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Senior unsecured notes |
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250,000 |
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250,000 |
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Capital lease payable |
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2,356 |
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2,411 |
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Deferred income taxes |
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65,166 |
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50,681 |
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Deferred compensation payable |
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1,958 |
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1,939 |
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Total liabilities |
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729,909 |
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724,775 |
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Commitments and contingent liabilities |
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Stockholders equity: |
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Preferred stock, $0.01 par value, 25,000,000 shares authorized; no shares issued |
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Common stock, $0.01 par value, 175,000,000 shares authorized; 38,288,389 and
38,192,094 shares issued at June 30, 2008 and December 31, 2007, respectively, and
35,380,446 and 37,467,848 shares outstanding at June 30, 2008 and December 31, 2007,
respectively |
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383 |
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382 |
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Additional paid-in capital |
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206,524 |
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205,937 |
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Treasury stock at cost, 2,907,943 and 724,246 shares of common stock held at
June 30, 2008 and December 31, 2007, respectively |
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(46,507 |
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(13,431 |
) |
Retained earnings |
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121,517 |
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95,190 |
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Total stockholders equity |
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281,917 |
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288,078 |
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Total liabilities and stockholders equity |
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$ |
1,011,826 |
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$ |
1,012,853 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Amounts in thousands, except per share amounts)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2008 |
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2007 |
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2008 |
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2007 |
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Revenues: |
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Equipment rentals |
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$ |
75,234 |
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$ |
69,572 |
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$ |
146,445 |
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$ |
132,773 |
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New equipment sales |
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99,985 |
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78,465 |
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176,338 |
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146,235 |
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Used equipment sales |
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47,152 |
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34,747 |
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88,563 |
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65,687 |
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Parts sales |
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29,247 |
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23,951 |
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58,161 |
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47,087 |
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Services revenues |
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17,730 |
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15,099 |
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34,318 |
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29,722 |
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Other |
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13,296 |
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11,311 |
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24,585 |
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21,377 |
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Total revenues |
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282,644 |
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233,145 |
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528,410 |
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442,881 |
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Cost of revenues: |
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Rental depreciation |
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26,048 |
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22,321 |
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52,476 |
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43,664 |
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Rental expense |
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12,130 |
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11,842 |
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23,946 |
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22,629 |
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New equipment sales |
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87,164 |
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68,378 |
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152,710 |
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127,352 |
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Used equipment sales |
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36,463 |
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26,354 |
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67,382 |
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48,874 |
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Parts sales |
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20,740 |
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17,060 |
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41,006 |
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33,329 |
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Services revenues |
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6,283 |
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5,628 |
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12,424 |
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10,768 |
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Other |
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13,253 |
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10,352 |
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25,179 |
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19,344 |
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Total cost of revenues |
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202,081 |
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161,935 |
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375,123 |
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305,960 |
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Gross profit |
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80,563 |
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71,210 |
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153,287 |
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136,921 |
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Selling, general and administrative expenses |
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45,857 |
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38,360 |
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92,541 |
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75,515 |
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Gain on sales of property and equipment, net |
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157 |
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39 |
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296 |
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347 |
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Income from operations |
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34,863 |
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32,889 |
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61,042 |
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61,753 |
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Other income (expense): |
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Interest expense |
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(9,531 |
) |
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(8,887 |
) |
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(19,698 |
) |
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(17,590 |
) |
Other, net |
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265 |
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386 |
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481 |
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523 |
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Total other expense, net |
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(9,266 |
) |
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(8,501 |
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(19,217 |
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(17,067 |
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Income before provision for income taxes |
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25,597 |
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24,388 |
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41,825 |
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44,686 |
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Provision for income taxes |
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9,479 |
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9,162 |
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15,498 |
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17,326 |
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Net income |
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$ |
16,118 |
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$ |
15,226 |
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$ |
26,327 |
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$ |
27,360 |
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Net income per common share: |
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Basic |
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$ |
0.45 |
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$ |
0.40 |
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$ |
0.72 |
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$ |
0.72 |
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Diluted |
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$ |
0.45 |
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$ |
0.40 |
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$ |
0.72 |
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$ |
0.72 |
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Weighted average common shares outstanding: |
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Basic |
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35,986 |
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|
38,095 |
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36,335 |
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|
38,088 |
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Diluted |
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35,988 |
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38,161 |
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36,339 |
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|
38,159 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in thousands)
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Six Months Ended |
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June 30, |
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2008 |
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2007 |
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Cash flows from operating activities: |
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Net income |
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$ |
26,327 |
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$ |
27,360 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization on property and equipment |
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|
5,538 |
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|
3,946 |
|
Depreciation on rental equipment |
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|
52,476 |
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|
43,664 |
|
Amortization of loan discounts and deferred financing costs |
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|
730 |
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|
|
684 |
|
Amortization of intangible assets |
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|
1,467 |
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|
12 |
|
Provision for losses on accounts receivable |
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|
1,521 |
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|
1,090 |
|
Provision for inventory obsolescence |
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|
27 |
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|
25 |
|
Provision for deferred income taxes |
|
|
14,485 |
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|
|
16,107 |
|
Stock-based compensation expense |
|
|
631 |
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|
621 |
|
Gain on sales of property and equipment, net |
|
|
(296 |
) |
|
|
(347 |
) |
Gain on sales of rental equipment, net |
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(19,274 |
) |
|
|
(15,713 |
) |
Changes in operating assets and liabilities, net of impact of acquisition: |
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Receivables, net |
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|
3,531 |
|
|
|
(7,738 |
) |
Inventories, net |
|
|
(36,521 |
) |
|
|
(57,113 |
) |
Prepaid expenses and other assets |
|
|
238 |
|
|
|
(2,344 |
) |
Accounts payable |
|
|
9,985 |
|
|
|
32,839 |
|
Manufacturer flooring plans payable |
|
|
(10,399 |
) |
|
|
3,721 |
|
Accrued expenses payable and other liabilities |
|
|
(920 |
) |
|
|
4,365 |
|
Deferred compensation payable |
|
|
19 |
|
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(1,406 |
) |
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Net cash provided by operating activities |
|
|
49,565 |
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|
|
49,773 |
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Cash flows from investing activities: |
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Acquisition of business, net of cash acquired |
|
|
(5,306 |
) |
|
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|
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Purchases of property and equipment |
|
|
(11,748 |
) |
|
|
(5,994 |
) |
Purchases of rental equipment |
|
|
(68,474 |
) |
|
|
(63,791 |
) |
Proceeds from sales of property and equipment |
|
|
982 |
|
|
|
490 |
|
Proceeds from sales of rental equipment |
|
|
69,939 |
|
|
|
55,343 |
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(14,607 |
) |
|
|
(13,952 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Excess tax deficiency from stock-based awards |
|
|
(44 |
) |
|
|
(44 |
) |
Purchases of treasury stock |
|
|
(33,077 |
) |
|
|
(432 |
) |
Borrowings on senior secured credit facility |
|
|
536,099 |
|
|
|
428,086 |
|
Payments on senior secured credit facility |
|
|
(544,059 |
) |
|
|
(437,220 |
) |
Payments of deferred financing costs |
|
|
|
|
|
|
(43 |
) |
Payments of related party obligation |
|
|
(150 |
) |
|
|
(150 |
) |
Payments of capital lease obligation |
|
|
(55 |
) |
|
|
|
|
Principal payments on notes payable |
|
|
(14 |
) |
|
|
(354 |
) |
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(41,300 |
) |
|
|
(10,157 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
(6,342 |
) |
|
|
25,664 |
|
Cash, beginning of period |
|
|
14,762 |
|
|
|
9,303 |
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
8,420 |
|
|
$ |
34,967 |
|
|
|
|
|
|
|
|
6
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
|
2008 |
|
|
2007 |
|
Supplemental schedule of noncash investing and financing activities: |
|
|
|
|
|
|
|
|
Noncash asset purchases: |
|
|
|
|
|
|
|
|
Assets transferred from new and used inventory to rental fleet |
|
$ |
35,465 |
|
|
$ |
49,230 |
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
18,895 |
|
|
$ |
15,261 |
|
|
|
|
|
|
|
|
Income taxes, net of refunds received |
|
$ |
1,280 |
|
|
$ |
1,552 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Organization and Nature of Operations
Basis of Presentation
Our condensed consolidated financial statements include the financial position and results of
operations of H&E Equipment Services, Inc. and its wholly-owned subsidiaries H&E Finance Corp., GNE
Investments, Inc., Great Northern Equipment, Inc., H&E California Holdings, Inc., H&E Equipment
Services (California) LLC and H&E Equipment Services (Mid-Atlantic), Inc.
The accompanying unaudited interim condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant to such regulations. In the
opinion of management, all adjustments (consisting of all normal and recurring adjustments)
considered necessary for a fair presentation have been included. Operating results for the six
months ended June 30, 2008 are not necessarily indicative of the results that may be expected for
the year ending December 31, 2008, and therefore, the results and trends in these interim condensed
consolidated financial statements may not be the same for the entire year. These interim condensed
consolidated financial statements should be read in conjunction with the annual audited
consolidated financial statements and related notes in our Annual Report on Form 10-K for the year
ended December 31, 2007, from which the balance sheet amounts as of December 31, 2007 included
herein were derived.
All significant intercompany accounts and transactions have been eliminated in these condensed
consolidated financial statements. Business combinations accounted for as purchases are included in
the condensed consolidated financial statements from their 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 condensed consolidated balance sheets are presented on an unclassified basis.
Nature of Operations
As one of the largest integrated equipment services companies in the United States focused on
heavy construction and industrial equipment, we rent, sell and provide parts and service support
for four core categories of specialized equipment: (1) hi-lift or aerial 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) Significant Accounting Policies
We describe our significant accounting policies in note 2 of the notes to consolidated
financial statements in our Annual Report on Form 10-K for the year ended December 31, 2007. At
June 30, 2007, a portion of our available cash on hand was invested in cash equivalents whereas no
portion of our available cash on hand at June 30, 2008 or at December 31, 2007 was invested in cash
equivalents. We consider all highly liquid investments with an original maturity of three months
or less when purchased to be cash equivalents.
Use of Estimates
We prepare our condensed 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
8
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
amounts of assets and liabilities and related disclosures at the date of the condensed consolidated
financial statements and the reported amounts of revenues and expenses during the reported period.
These assumptions and estimates could have a material effect on our condensed consolidated
financial statements. Actual results may differ materially from those estimates. We review our
estimates on an ongoing basis based on information currently available, and changes in facts and
circumstances may cause us to revise these estimates.
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
prescribing the recognition threshold 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, we analyzed our 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 condensed consolidated statement of
operations. We did not incur any income tax related interest income, interest expense or penalties
related to FIN 48 for the three and six month periods ended June 30, 2008 or 2007.
As of January 1, 2007, the adoption date, 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 our effective income tax rate. There was no change in the unrecognized
tax benefit during the 2007 fiscal year ended December 31, 2007 or during the three and six month
periods ended June 30, 2008. 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 open to potential
examination by tax authorities. The Company has been notified by the Internal Revenue Service (the
IRS) that the Companys 2006 Federal Tax Return will be subject to a limited scope examination by
the IRS. We currently do not expect any material adjustments as a result of the IRS examination. We
are also open to potential examination in various state jurisdictions for 2003 and subsequent
years.
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. FAS 157 does not require any new fair value measurements, but provides guidance
on how to measure fair value by providing a fair value hierarchy used to classify the source of the
information. In February 2008, the FASB issued FASB Staff Position on Statement 157, Effective
Date of FASB Statement No.157 (FSP 157-2). FSP 157-2 delays the effective date of FAS 157 by
one year for certain non-financial assets and non-financial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring basis (at least
annually). All valuation adjustments pursuant to FAS 157 are to be recognized as cumulative-effect
adjustments to the opening balance of retained earnings for the fiscal year in which FAS 157 is
initially applied. We adopted the provisions of FAS 157 as of January 1, 2008, except as it
applies to those nonfinancial assets and nonfinancial liabilities for which the effective date has
been delayed by one year. The adoption of FAS 157 did not have a material effect on our financial
position or results of operations. We are currently evaluating the impact that FAS 157 may have on
our future consolidated financial statements related to non-financial assets and liabilities.
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
provides an entity the option to report selected financial
assets and financial liabilities at fair value. Unrealized gains and losses on items for which
the fair value option has been elected are
9
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
reported in earnings at each subsequent reporting date.
The fair value option: (i) may be applied instrument by instrument, with a few exceptions, such as
investments accounted for by the equity method; (ii) is irrevocable (unless a new election date
occurs); and (iii) is applied only to entire instruments and not to portions of instruments. On
January 1, 2008, we adopted the provisions of FAS 159. We did not elect to measure any financial
instruments or any other items at fair value as permitted by FAS 159 and consequently, the adoption
of FAS 159 did not have a material effect on our financial position or results of operations.
Recently Issued Accounting Pronouncements
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: (i) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (ii) recognizes and measures the goodwill acquired in the business combination or a gain
from a bargain purchase; and (iii) 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. We are currently evaluating the impact FAS 141R will have upon adoption on our
accounting for acquisitions. However, previously any changes in valuation allowances, as a result
of income from acquisitions, for certain deferred tax assets would serve to reduce goodwill whereas
under the new standard any changes in the valuation allowance related to income from acquisitions
currently or in prior periods will serve to reduce income taxes in the period in which the reserve
is reversed. Additionally, under SFAS 141R, transaction related expenses, which were previously
capitalized as direct costs of the acquisition, will be expensed as incurred as transaction costs
are not considered an element of the fair value of the company acquired under the new guidance.
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.
In April 2008, the FASB issued FASB Staff Position 142-3, Determination of the Useful Life of
Intangible Assets (FSP 142-3). FSP 142-3 amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of a recognized
intangible asset under FASB Statement No. 142, Goodwill and Other Intangible Assets (FAS 142).
The intent of FSP 142-3 is to improve the consistency between the useful life of a recognized
intangible assets under FAS 142 and the period of expected cash flows used to measure the fair
value of the asset under FAS 141R and other U.S. generally accepted accounting principles. FSP
142-3 is effective for our interim and annual financial statements beginning in fiscal 2009 and
early adoption is prohibited. We do not expect the adoption of FSP 142-3 will have a material
impact on our financial statements.
In May 2008, the FASB issued FASB Statement No. 162, The Hierarchy of Generally Accepted
Accounting Principles (FAS 162). FAS 162 identifies the sources of accounting principles and the
framework for selecting the principles used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with accounting principles generally
accepted in the United States of America. FAS 162 will be effective 60 days following the SECs
approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The
Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. We do not
expect the adoption of FAS 162 to have a material impact on our financial statements.
(3) 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) for
an estimated total consideration of approximately $149.6 million, consisting of cash paid of $103.1
million, liabilities assumed of $38.9 million, liabilities incurred of $5.2 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.
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
10
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
the acquisition was recognized given the expected contribution of Burress to our overall
corporate strategy. We expect that all of the $28.3 million of the recorded goodwill acquired,
together with the value of certain other intangible assets, will be amortized over a 15-year period
for tax purposes and ratably tax deductible over that period.
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 pursuant to the terms of the Termination Letter. We have returned all such Hitachi
rental fleet, new equipment inventory and parts inventory to John Deere pursuant to the termination
notification and all related credits have been issued by John Deere (see also footnote (b) below
related to amounts owed to Burress shareholders in connection with these returns). 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.
Pursuant to the terms of the acquisition agreement, 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.
Our purchase price allocation is subject to further adjustment pending finalization of amounts
due the Burress shareholders (see footnote (b) below). We expect to finalize our purchase price
allocation in the third quarter of 2008. The following table summarizes the preliminary purchase
price allocation based on estimated fair values of the Burress assets acquired and liabilities
assumed on September 1, 2007 (amounts in thousands):
|
|
|
|
|
Receivables |
|
$ |
15,833 |
|
Inventories |
|
|
23,740 |
|
Rental equipment |
|
|
62,354 |
|
Property and equipment |
|
|
7,277 |
|
Prepaid expenses and other assets |
|
|
382 |
|
Intangible assets (a) |
|
|
11,688 |
|
Goodwill |
|
|
28,300 |
|
Accounts payable |
|
|
(8,758 |
) |
Manufacturer flooring plans payable |
|
|
(19,787 |
) |
Accrued expenses payable and other liabilities |
|
|
(5,693 |
) |
Due to Burress shareholders (b) |
|
|
(5,155 |
) |
Capital leases (c) |
|
|
(4,698 |
) |
|
|
|
|
Net assets acquired |
|
$ |
105,483 |
|
|
|
|
|
|
|
|
(a) |
|
Amount represents certain intangible assets acquired relating to the Burress
acquisition. See note 4 to the condensed |
11
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
|
|
|
|
|
consolidated financial statements for further
details regarding these intangible assets. |
|
(b) |
|
Represents the amount payable to the Burress shareholders related to Hitachi equipment
and parts inventories returned by the Company to John Deere or their designated Hitachi
dealerships as discussed above. These amounts were previously withheld
from the sellers proceeds pending acceptance from John Deere for the returned equipment and
parts. The amount due the Burress shareholders is subject to agreement by both the Company
and the Burress shareholders. We expect the finalization of the amounts due to the Burress
shareholders to occur during the quarter ending September 30, 2008. Any adjustment to the
recorded $5.2 million payable is not expected to be material. Upon agreement of the amount by
both the Company and the Burress shareholders, the amount will be paid and deemed additional
cash consideration paid, thereby increasing the net Burress assets acquired by the amount of
the payment. |
|
|
|
During the quarter ended June 30, 2008, we paid $5.3 million to the Burress shareholders,
pursuant to the acquisition agreement, related to their Section 338 tax election. This amount
was previously included in the Due to Burress shareholders amount above, but upon payment,
was deemed additional cash consideration, resulting in a $5.3 million increase in the total
consideration paid and total net Burress assets acquired. |
|
(c) |
|
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 condensed consolidated balance
sheets reflect the incremental cost basis of the vehicles, net of accumulated depreciation,
from the lease buyouts in property and equipment and appropriately reflect no obligation
under those vehicle leases. 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 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 condensed consolidated balance sheet as
of June 30, 2008 reflects the one remaining capital lease obligation on a Burress branch
facility for approximately $2.4 million. |
Our operating results for the three and six month periods ended June 30, 2008 include a full
three and six months of Burress operations, respectively. The following table contains unaudited
pro forma condensed consolidated statements of income information for the three and six month
periods ended June 30, 2007, as if the Burress transaction had occurred at the beginning of the
period, or January 1, 2007 (amounts in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, 2007 |
|
June 30, 2007 |
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
271,121 |
|
|
$ |
527,199 |
|
Gross profit |
|
$ |
78,935 |
|
|
$ |
155,220 |
|
Income from operations |
|
$ |
34,556 |
|
|
$ |
65,888 |
|
Net income |
|
$ |
14,820 |
|
|
$ |
27,327 |
|
Basic net income per common share |
|
$ |
0.39 |
|
|
$ |
0.72 |
|
Diluted net income per common share |
|
$ |
0.39 |
|
|
$ |
0.72 |
|
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.
12
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(4) Goodwill and Intangible Assets
Goodwill
The change in the carrying amount of goodwill for each of our reporting units for the six
months ended June 30, 2008 is as follows (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance |
|
|
|
|
|
|
Balance |
|
|
|
at December |
|
|
|
|
|
|
at June 30, |
|
Reporting Unit |
|
31, 2007 |
|
|
Additions |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment Rentals Component 1 |
|
$ |
8,972 |
|
|
$ |
|
|
|
$ |
8,972 |
|
Equipment Rentals Component 2 |
|
|
19,213 |
|
|
|
1,214 |
|
|
|
20,427 |
|
New Equipment Sales |
|
|
7,828 |
|
|
|
939 |
|
|
|
8,767 |
|
Used Equipment Sales |
|
|
6,113 |
|
|
|
599 |
|
|
|
6,712 |
|
Parts Sales |
|
|
6,125 |
|
|
|
755 |
|
|
|
6,880 |
|
Service Revenues |
|
|
6,480 |
|
|
|
635 |
|
|
|
7,115 |
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
54,731 |
|
|
$ |
4,142 |
|
|
$ |
58,873 |
|
|
|
|
|
|
|
|
|
|
|
The additions above are a result of adjustments to the Burress purchase price allocation
related to the Burress acquisition since December 31, 2007 (see note 3 to the condensed
consolidated financial statements for further information regarding the Burress acquisition and
related purchase price allocation).
We review the valuation of goodwill in accordance with SFAS No. 142, Goodwill and Other
Intangible Assets (FAS 142). Under the provisions of FAS 142, goodwill is required to be tested
for impairment annually in lieu of being amortized. Our annual goodwill impairment testing date is
October 1. Furthermore, goodwill is required to be tested for impairment between annual tests if an
event occurs or circumstances change that would more likely than not reduce the fair value of a
reporting unit below its carrying value. An interim goodwill assessment does not change the timing
of our annual goodwill impairment test.
In accordance with FAS 142, we evaluated whether events (triggering events) had occurred
during the second quarter that would require us to perform an interim period goodwill impairment
test in accordance with FAS 142. Among those events and circumstances that we believe to be
potential impairment indicators are:
|
|
|
Adverse changes in the business climate; |
|
|
|
|
Significant negative industry or economic trends; |
|
|
|
|
A decline in performance in the Companys industry sector; |
|
|
|
|
A decline in market multiples for competitors in the industry sector; and |
|
|
|
|
A significant drop in the Companys stock price and resulting market capitalization |
Based on the above, as of the end of the second quarter ended June 30, 2008, we believed that
triggering events may have occurred, which could reduce the fair value of our reporting units below
their respective carrying values. Therefore, we performed an interim goodwill impairment test as of
June 30, 2008. The results of our interim goodwill impairment test as of June 30, 2008 resulted in
no impairment charge for any of our six reporting units. Multiple valuation techniques can be used
to assess the fair value of a reporting unit. All of these techniques require management to make
certain assumptions regarding the impact of operating and macroeconomic changes as well as
estimates of future cash flows. Our estimates regarding future cash flows are based on historical
experience and projections of future operating performance, including revenues, margins, operating
expenses and applicable discount rate. These estimates involve risk and are inherently uncertain.
Changes in our estimates and assumptions could materially affect the determination of fair value
and/or goodwill impairment. However, we believe that our estimates and assumptions are reasonable
and represent our most likely future operating results based upon current information available.
Additionally, future adverse changes in any of the factors above or other unforeseeable factors
could result in an impairment charge that would impact future results of operations and financial
position in the reporting period identified.
13
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Intangible Assets
The gross carrying value and accumulated amortization of the major classes of intangible
assets are as follows (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average |
|
|
Balances at June 30, 2008 |
|
|
|
Gross |
|
|
Amortization Period |
|
|
Accumulated |
|
|
Net Carrying |
|
Acquired Intangible Asset |
|
Carrying Amount |
|
|
(in Years) |
|
|
Amortization |
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade name |
|
$ |
1,370 |
|
|
|
1.0 |
|
|
$ |
1,141 |
|
|
$ |
229 |
|
Non-compete agreements |
|
|
788 |
|
|
|
4.0 |
|
|
|
164 |
|
|
|
624 |
|
Customer relationships |
|
|
9,530 |
|
|
|
6.0 |
|
|
|
1,209 |
|
|
|
8,321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
11,688 |
|
|
|
5.3 |
|
|
$ |
2,514 |
|
|
$ |
9,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense for the trade name intangible asset and the non-compete agreements is
computed over the estimated useful life of the intangible assets acquired on a straight-line basis.
Amortization expense for the customer relationships intangible asset is computed over the estimated
useful life of the asset acquired based on the relative annual contribution to estimated Adjusted
Earnings Before Interest, Taxes and Amortization. Amortization expense on the above intangible
assets for the three and six month periods ended June 30, 2008 was approximately $0.8 million and
$1.5 million, respectively.
(5) Stockholders Equity
The following table summarizes the activity in Stockholders Equity for the six month period
ended June 30, 2008 (amounts in thousands, except share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
Additional |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
Shares |
|
|
|
|
|
|
Paid-in |
|
|
Treasury |
|
|
Retained |
|
|
Stockholders |
|
|
|
Issued |
|
|
Amount |
|
|
Capital |
|
|
Stock |
|
|
Earnings |
|
|
Equity |
|
Balances at December 31, 2007 |
|
|
38,192,094 |
|
|
$ |
382 |
|
|
$ |
205,937 |
|
|
$ |
(13,431 |
) |
|
$ |
95,190 |
|
|
$ |
288,078 |
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
631 |
|
|
|
|
|
|
|
|
|
|
|
631 |
|
Income tax deficiency from stock-based
compensation |
|
|
|
|
|
|
|
|
|
|
(44 |
) |
|
|
|
|
|
|
|
|
|
|
(44 |
) |
Surrender of 13,436 shares(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(213 |
) |
|
|
|
|
|
|
(213 |
) |
Repurchases of 2,170,261 shares of
common stock(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,863 |
) |
|
|
|
|
|
|
(32,863 |
) |
Issuance of common stock |
|
|
96,295 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,327 |
|
|
|
26,327 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at June 30, 2008 |
|
|
38,288,389 |
|
|
$ |
383 |
|
|
$ |
206,524 |
|
|
$ |
(46,507 |
) |
|
$ |
121,517 |
|
|
$ |
281,917 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
On February 22, 2008, 40,650 shares of non-vested stock that were issued in
2006 subsequently vested pursuant to the terms of the respective grant agreements. In accordance
with the provisions of our 2006 Stock-Based Incentive Compensation Plan, holders of those vested
shares returned 13,436 shares of common stock to the Company as payment for their respective
employee withholding taxes. This resulted in the recognition of Treasury Stock for those 13,436
shares. |
|
(2) |
|
On November 8, 2007, the Company announced that 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. See also note 7 to
the condensed consolidated financial statements for further information on our stock repurchase
program. |
14
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(6) Stock-Based Compensation
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. 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). Shares available for
future stock-based payment awards under our Stock Incentive Plan were 4,328,363 shares as of June
30, 2008.
Non-vested Stock
The following table summarizes our non-vested stock activity for the six months ended June 30,
2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
Number |
|
Grant Date Fair |
|
|
of Shares |
|
Value |
Non-vested stock at December 31, 2007 |
|
|
81,300 |
|
|
$ |
24.60 |
|
Granted |
|
|
96,295 |
|
|
$ |
12.02 |
|
Vested |
|
|
(40,650 |
) |
|
$ |
24.60 |
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested stock at June 30, 2008 |
|
|
136,945 |
|
|
$ |
15.75 |
|
|
|
|
|
|
|
|
|
|
As shown above, we issued non-vested stock grants for 96,295 shares on June 30, 2008.
Compensation expense was determined based on the $12.02 market price of our stock at the date of
grant applied to the total number of shares that were anticipated to fully vest. As of June 30,
2008, we have unrecognized compensation expense of $1.8 million related to non-vested stock. The
following table summarizes compensation expense included in selling, general and administrative
expenses in the accompanying condensed consolidated statements of income for the three and six
month periods ended June 30, 2008 and 2007 (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
For the Six Months Ended |
|
|
June 30, |
|
June 30, |
|
|
2008 |
|
2007 |
|
2008 |
|
2007 |
Compensation
expense |
|
$ |
251 |
|
|
$ |
250 |
|
|
$ |
501 |
|
|
$ |
500 |
|
Stock Options
At June 30, 2008, there was $0.2 million of unrecognized compensation expense related to stock
option awards that are expected to be recognized over a weighted-average period of 1.0 years. The
following table summarizes compensation expense included in selling, general and administrative
expenses in the accompanying condensed consolidated statements of income for the three and six
month periods ended June 30, 2008 and 2007 (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
For the Six Months Ended |
|
|
June 30, |
|
June 30, |
|
|
2008 |
|
2007 |
|
2008 |
|
2007 |
Compensation
expense |
|
$ |
64 |
|
|
$ |
62 |
|
|
$ |
130 |
|
|
$ |
122 |
|
15
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following table represents stock option activity for the six months ended June 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
Number |
|
Weighted Average |
|
Contractual Life |
|
|
of Shares |
|
Exercise Price |
|
in Years |
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding options at December 31, 2007 |
|
|
51,000 |
|
|
$ |
24.80 |
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
Canceled, forfeited or expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding options at June 30, 2008 |
|
|
51,000 |
|
|
$ |
24.80 |
|
|
|
7.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at June 30, 2008 |
|
|
32,000 |
|
|
$ |
24.70 |
|
|
|
7.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The closing price of our common stock on June 30, 2008 was $12.02. All options outstanding at
June 30, 2008 have grant date fair values which exceed the June 30, 2008 closing stock price.
The following table summarizes non-vested stock option activity for the six months ended June
30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
Number |
|
Grant Date Fair |
|
|
of Shares |
|
Value |
Non-vested stock options at December 31, 2007 |
|
|
36,000 |
|
|
$ |
24.88 |
|
Granted |
|
|
|
|
|
|
|
|
Vested |
|
|
(17,000 |
) |
|
$ |
24.80 |
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested stock options at June 30, 2008 |
|
|
19,000 |
|
|
$ |
24.95 |
|
|
|
|
|
|
|
|
|
|
(7) Purchases of Company Common Stock
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 through December 31, 2008, unless extended or shortened by the Board of
Directors. The Companys management determines the timing and amount of stock repurchase based on
market conditions and other factors. Repurchases of our common stock are funded with working
capital and/or available borrowings under our existing senior secured 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.
During the six month period ended June 30, 2008, we repurchased 2,170,261 shares of our common
stock totaling approximately $32.9 million (including trade commissions of approximately $0.1
million) under the stock repurchase program. Purchases of our common stock are accounted for as
treasury stock in the accompanying condensed consolidated balance sheets using the cost method.
Repurchased stock is included in authorized shares, but is not included in shares outstanding.
16
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(8) Earnings per Share
Earnings per share of common stock for the three and six month periods ended June 30, 2008 and
2007 are based on the weighted average number of shares of common stock outstanding during the
respective periods. The following table sets forth the computation of basic and diluted net income
per common share for the three and six month periods ended June 30, 2008 and 2007 (amounts in
thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
Basic net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
16,118 |
|
|
$ |
15,226 |
|
|
$ |
26,327 |
|
|
$ |
27,360 |
|
Weighted average number of shares of common
stock outstanding |
|
|
35,986 |
|
|
|
38,095 |
|
|
|
36,335 |
|
|
|
38,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share of common stock basic |
|
$ |
0.45 |
|
|
$ |
0.40 |
|
|
$ |
0.72 |
|
|
$ |
0.72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
16,118 |
|
|
$ |
15,226 |
|
|
$ |
26,327 |
|
|
$ |
27,360 |
|
Weighted average number of shares of common
stock outstanding |
|
|
35,986 |
|
|
|
38,095 |
|
|
|
36,335 |
|
|
|
38,088 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive stock options |
|
|
|
|
|
|
29 |
|
|
|
|
|
|
|
29 |
|
Effect of dilutive non-vested stock |
|
|
2 |
|
|
|
37 |
|
|
|
4 |
|
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares of common stock
outstanding diluted |
|
|
35,988 |
|
|
|
38,161 |
|
|
|
36,339 |
|
|
|
38,159 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share of common stock diluted |
|
$ |
0.45 |
|
|
$ |
0.40 |
|
|
$ |
0.72 |
|
|
$ |
0.72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares excluded from the denominator as
anti-dilutive: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options |
|
|
51 |
|
|
|
6 |
|
|
|
51 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested restricted stock |
|
|
40 |
|
|
|
|
|
|
|
49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9) 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. 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.
At June 30, 2008, the interest rate on the senior secured credit facility was LIBOR plus 150
basis points, or 4.9%. 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 11 to the condensed consolidated financial statements). The balance
outstanding on the senior secured credit facility as of June 30, 2008 was approximately $112.6
million. Additional borrowings available under the terms of the senior secured credit facility as
of June 30, 2008, net of $7.0 million of standby letters of credit outstanding, totaled $200.4
million. The average interest rate on outstanding borrowings for the six months ended June 30, 2008
was approximately 4.3%. As of June 30, 2008, we were in compliance with our financial covenant
under the senior secured credit facility. As of August 4, 2008,
we had $205.7 million of available
borrowings under our senior secured credit facility, net of $7.0 million of outstanding letters of
credit.
(10) 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
17
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
freight and
damage-waiver charges and are not allocated to the other reportable segments. There were no sales
between segments for any of the periods presented. Selling, general and administrative expenses as
well as all other income and expense items below gross profit are not generally allocated to reportable segments.
We do not compile discrete financial information by segments other than the information
presented below. The following tables present information about our reportable segments (amounts in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
75,234 |
|
|
$ |
69,572 |
|
|
$ |
146,445 |
|
|
$ |
132,773 |
|
New equipment sales |
|
|
99,985 |
|
|
|
78,465 |
|
|
|
176,338 |
|
|
|
146,235 |
|
Used equipment sales |
|
|
47,152 |
|
|
|
34,747 |
|
|
|
88,563 |
|
|
|
65,687 |
|
Parts sales |
|
|
29,247 |
|
|
|
23,951 |
|
|
|
58,161 |
|
|
|
47,087 |
|
Services revenues |
|
|
17,730 |
|
|
|
15,099 |
|
|
|
34,318 |
|
|
|
29,722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segmented revenues |
|
|
269,348 |
|
|
|
221,834 |
|
|
|
503,825 |
|
|
|
421,504 |
|
Non-segmented revenues |
|
|
13,296 |
|
|
|
11,311 |
|
|
|
24,585 |
|
|
|
21,377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
282,644 |
|
|
$ |
233,145 |
|
|
$ |
528,410 |
|
|
$ |
442,881 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
37,056 |
|
|
$ |
35,409 |
|
|
$ |
70,023 |
|
|
$ |
66,480 |
|
New equipment sales |
|
|
12,821 |
|
|
|
10,087 |
|
|
|
23,628 |
|
|
|
18,883 |
|
Used equipment sales |
|
|
10,689 |
|
|
|
8,393 |
|
|
|
21,181 |
|
|
|
16,813 |
|
Parts sales |
|
|
8,507 |
|
|
|
6,891 |
|
|
|
17,155 |
|
|
|
13,758 |
|
Services revenues |
|
|
11,447 |
|
|
|
9,471 |
|
|
|
21,894 |
|
|
|
18,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segmented gross profit |
|
|
80,520 |
|
|
|
70,251 |
|
|
|
153,881 |
|
|
|
134,888 |
|
Non-segmented gross profit (loss) |
|
|
43 |
|
|
|
959 |
|
|
|
(594 |
) |
|
|
2,033 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross profit |
|
$ |
80,563 |
|
|
$ |
71,210 |
|
|
$ |
153,287 |
|
|
$ |
136,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at |
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
Segment identified assets: |
|
|
|
|
|
|
|
|
Equipment sales |
|
$ |
119,676 |
|
|
$ |
117,920 |
|
Equipment rentals |
|
|
578,427 |
|
|
|
577,628 |
|
Parts and services |
|
|
25,130 |
|
|
|
25,869 |
|
|
|
|
|
|
|
|
Total segment identified assets |
|
|
723,233 |
|
|
|
721,417 |
|
Non-segment identified assets |
|
|
288,593 |
|
|
|
291,436 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
1,011,826 |
|
|
$ |
1,012,853 |
|
|
|
|
|
|
|
|
The Company operates primarily in the United States and our sales to international customers
for the three and six month periods ended June 30, 2008 were 5.2% and 4.1%, respectively, of total
revenues compared to 1.1% and 0.9% for the three and six month periods ended June 30, 2007. No one
customer accounted for more than 10% of our revenues on an overall or segment basis for any of the
periods presented.
18
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(11) Condensed Consolidating Financial Information of Guarantor Subsidiaries
All of the indebtedness of H&E Equipment Services, Inc. is guaranteed by GNE Investments, Inc.
and its wholly-owned subsidiary Great Northern Equipment, Inc., H&E Equipment Services
(California), LLC, H&E California Holdings, Inc. and H&E Equipment Services (Mid-Atlantic), Inc.
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 condensed 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 (Mid-Atlantic),
Inc., are included from the date of our acquisition of Burress on September 1, 2007. The condensed
consolidating balance sheet amounts as of December 31, 2007 included herein were derived from our
annual audited consolidated financial statements and related notes in our Annual Report on Form
10-K for the year ended December 31, 2007.
19
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
CONDENSED CONSOLIDATING BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2008 |
|
|
|
H&E Equipment |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Services |
|
|
Subsidiaries |
|
|
Elimination |
|
|
Consolidated |
|
|
|
(Amounts in thousands) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
8,319 |
|
|
$ |
101 |
|
|
$ |
|
|
|
$ |
8,420 |
|
Receivables, net |
|
|
127,260 |
|
|
|
20,246 |
|
|
|
|
|
|
|
147,506 |
|
Inventories, net |
|
|
105,031 |
|
|
|
39,775 |
|
|
|
|
|
|
|
144,806 |
|
Prepaid expenses and other assets |
|
|
5,838 |
|
|
|
193 |
|
|
|
|
|
|
|
6,031 |
|
Rental equipment, net |
|
|
462,821 |
|
|
|
115,606 |
|
|
|
|
|
|
|
578,427 |
|
Property and equipment, net |
|
|
37,446 |
|
|
|
13,492 |
|
|
|
|
|
|
|
50,938 |
|
Deferred financing costs, net |
|
|
7,651 |
|
|
|
|
|
|
|
|
|
|
|
7,651 |
|
Intangible assets, net |
|
|
9,174 |
|
|
|
|
|
|
|
|
|
|
|
9,174 |
|
Investment in guarantor subsidiaries |
|
|
9,846 |
|
|
|
|
|
|
|
(9,846 |
) |
|
|
|
|
Goodwill |
|
|
8,571 |
|
|
|
50,302 |
|
|
|
|
|
|
|
58,873 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
781,957 |
|
|
$ |
239,715 |
|
|
$ |
(9,846 |
) |
|
$ |
1,011,826 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount due on senior secured credit facility |
|
$ |
112,593 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
112,593 |
|
Accounts payable |
|
|
94,228 |
|
|
|
652 |
|
|
|
|
|
|
|
94,880 |
|
Manufacturer flooring plans payable |
|
|
149,339 |
|
|
|
3,201 |
|
|
|
|
|
|
|
152,540 |
|
Accrued expenses payable and other liabilities |
|
|
41,606 |
|
|
|
6,554 |
|
|
|
|
|
|
|
48,160 |
|
Intercompany balances |
|
|
(216,375 |
) |
|
|
216,375 |
|
|
|
|
|
|
|
|
|
Related party obligation |
|
|
283 |
|
|
|
|
|
|
|
|
|
|
|
283 |
|
Notes payable |
|
|
1,242 |
|
|
|
731 |
|
|
|
|
|
|
|
1,973 |
|
Senior unsecured notes |
|
|
250,000 |
|
|
|
|
|
|
|
|
|
|
|
250,000 |
|
Capital lease payable |
|
|
|
|
|
|
2,356 |
|
|
|
|
|
|
|
2,356 |
|
Deferred income taxes |
|
|
65,166 |
|
|
|
|
|
|
|
|
|
|
|
65,166 |
|
Deferred compensation payable |
|
|
1,958 |
|
|
|
|
|
|
|
|
|
|
|
1,958 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
500,040 |
|
|
|
229,869 |
|
|
|
|
|
|
|
729,909 |
|
Stockholders equity |
|
|
281,917 |
|
|
|
9,846 |
|
|
|
(9,846 |
) |
|
|
281,917 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
781,957 |
|
|
$ |
239,715 |
|
|
$ |
(9,846 |
) |
|
$ |
1,011,826 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
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 balances |
|
|
(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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
CONDENSED CONSOLIDATING STATEMENT OF INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2008 |
|
|
|
H&E Equipment |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Services |
|
|
Subsidiaries |
|
|
Elimination |
|
|
Consolidated |
|
|
|
(Amounts in thousands) |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
64,237 |
|
|
$ |
10,997 |
|
|
$ |
|
|
|
$ |
75,234 |
|
New equipment sales |
|
|
78,065 |
|
|
|
21,920 |
|
|
|
|
|
|
|
99,985 |
|
Used equipment sales |
|
|
34,747 |
|
|
|
12,405 |
|
|
|
|
|
|
|
47,152 |
|
Parts sales |
|
|
23,894 |
|
|
|
5,353 |
|
|
|
|
|
|
|
29,247 |
|
Services revenues |
|
|
15,312 |
|
|
|
2,418 |
|
|
|
|
|
|
|
17,730 |
|
Other |
|
|
11,223 |
|
|
|
2,073 |
|
|
|
|
|
|
|
13,296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
227,478 |
|
|
|
55,166 |
|
|
|
|
|
|
|
282,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental depreciation |
|
|
21,391 |
|
|
|
4,657 |
|
|
|
|
|
|
|
26,048 |
|
Rental expense |
|
|
10,049 |
|
|
|
2,081 |
|
|
|
|
|
|
|
12,130 |
|
New equipment sales |
|
|
68,337 |
|
|
|
18,827 |
|
|
|
|
|
|
|
87,164 |
|
Used equipment sales |
|
|
25,503 |
|
|
|
10,960 |
|
|
|
|
|
|
|
36,463 |
|
Parts sales |
|
|
16,944 |
|
|
|
3,796 |
|
|
|
|
|
|
|
20,740 |
|
Services revenues |
|
|
5,470 |
|
|
|
813 |
|
|
|
|
|
|
|
6,283 |
|
Other |
|
|
10,845 |
|
|
|
2,408 |
|
|
|
|
|
|
|
13,253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues |
|
|
158,539 |
|
|
|
43,542 |
|
|
|
|
|
|
|
202,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
|
32,797 |
|
|
|
4,259 |
|
|
|
|
|
|
|
37,056 |
|
New equipment sales |
|
|
9,728 |
|
|
|
3,093 |
|
|
|
|
|
|
|
12,821 |
|
Used equipment sales |
|
|
9,244 |
|
|
|
1,445 |
|
|
|
|
|
|
|
10,689 |
|
Parts sales |
|
|
6,950 |
|
|
|
1,557 |
|
|
|
|
|
|
|
8,507 |
|
Services revenues |
|
|
9,842 |
|
|
|
1,605 |
|
|
|
|
|
|
|
11,447 |
|
Other |
|
|
378 |
|
|
|
(335 |
) |
|
|
|
|
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
68,939 |
|
|
|
11,624 |
|
|
|
|
|
|
|
80,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
37,678 |
|
|
|
8,179 |
|
|
|
|
|
|
|
45,857 |
|
Equity in earnings of guarantor subsidiaries |
|
|
323 |
|
|
|
|
|
|
|
(323 |
) |
|
|
|
|
Gain on sales of property and equipment, net |
|
|
113 |
|
|
|
44 |
|
|
|
|
|
|
|
157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
31,697 |
|
|
|
3,489 |
|
|
|
(323 |
) |
|
|
34,863 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(6,334 |
) |
|
|
(3,197 |
) |
|
|
|
|
|
|
(9,531 |
) |
Other, net |
|
|
234 |
|
|
|
31 |
|
|
|
|
|
|
|
265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expense, net |
|
|
(6,100 |
) |
|
|
(3,166 |
) |
|
|
|
|
|
|
(9,266 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes |
|
|
25,597 |
|
|
|
323 |
|
|
|
(323 |
) |
|
|
25,597 |
|
Provision for income taxes |
|
|
9,479 |
|
|
|
|
|
|
|
|
|
|
|
9,479 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
16,118 |
|
|
$ |
323 |
|
|
$ |
(323 |
) |
|
$ |
16,118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
CONDENSED CONSOLIDATING STATEMENT OF INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2007 |
|
|
|
H&E Equipment |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Services |
|
|
Subsidiaries |
|
|
Elimination |
|
|
Consolidated |
|
|
|
(Amounts in thousands) |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
58,857 |
|
|
$ |
10,715 |
|
|
$ |
|
|
|
$ |
69,572 |
|
New equipment sales |
|
|
76,014 |
|
|
|
2,451 |
|
|
|
|
|
|
|
78,465 |
|
Used equipment sales |
|
|
31,665 |
|
|
|
3,082 |
|
|
|
|
|
|
|
34,747 |
|
Parts sales |
|
|
22,877 |
|
|
|
1,074 |
|
|
|
|
|
|
|
23,951 |
|
Services revenues |
|
|
14,219 |
|
|
|
880 |
|
|
|
|
|
|
|
15,099 |
|
Other |
|
|
9,939 |
|
|
|
1,372 |
|
|
|
|
|
|
|
11,311 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
213,571 |
|
|
|
19,574 |
|
|
|
|
|
|
|
233,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental depreciation |
|
|
19,331 |
|
|
|
2,990 |
|
|
|
|
|
|
|
22,321 |
|
Rental expense |
|
|
9,923 |
|
|
|
1,919 |
|
|
|
|
|
|
|
11,842 |
|
New equipment sales |
|
|
66,223 |
|
|
|
2,155 |
|
|
|
|
|
|
|
68,378 |
|
Used equipment sales |
|
|
24,034 |
|
|
|
2,320 |
|
|
|
|
|
|
|
26,354 |
|
Parts sales |
|
|
16,286 |
|
|
|
774 |
|
|
|
|
|
|
|
17,060 |
|
Services revenues |
|
|
5,400 |
|
|
|
228 |
|
|
|
|
|
|
|
5,628 |
|
Other |
|
|
8,835 |
|
|
|
1,517 |
|
|
|
|
|
|
|
10,352 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues |
|
|
150,032 |
|
|
|
11,903 |
|
|
|
|
|
|
|
161,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
|
29,603 |
|
|
|
5,806 |
|
|
|
|
|
|
|
35,409 |
|
New equipment sales |
|
|
9,791 |
|
|
|
296 |
|
|
|
|
|
|
|
10,087 |
|
Used equipment sales |
|
|
7,631 |
|
|
|
762 |
|
|
|
|
|
|
|
8,393 |
|
Parts sales |
|
|
6,591 |
|
|
|
300 |
|
|
|
|
|
|
|
6,891 |
|
Services revenues |
|
|
8,819 |
|
|
|
652 |
|
|
|
|
|
|
|
9,471 |
|
Other |
|
|
1,104 |
|
|
|
(145 |
) |
|
|
|
|
|
|
959 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
63,539 |
|
|
|
7,671 |
|
|
|
|
|
|
|
71,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
33,380 |
|
|
|
4,980 |
|
|
|
|
|
|
|
38,360 |
|
Equity in earnings of guarantor subsidiaries |
|
|
872 |
|
|
|
|
|
|
|
(872 |
) |
|
|
|
|
Gain on sales of property and equipment, net |
|
|
36 |
|
|
|
3 |
|
|
|
|
|
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
31,067 |
|
|
|
2,694 |
|
|
|
(872 |
) |
|
|
32,889 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(7,056 |
) |
|
|
(1,831 |
) |
|
|
|
|
|
|
(8,887 |
) |
Other, net |
|
|
377 |
|
|
|
9 |
|
|
|
|
|
|
|
386 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expense, net |
|
|
(6,679 |
) |
|
|
(1,822 |
) |
|
|
|
|
|
|
(8,501 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes |
|
|
24,388 |
|
|
|
872 |
|
|
|
(872 |
) |
|
|
24,388 |
|
Provision for income taxes |
|
|
9,162 |
|
|
|
|
|
|
|
|
|
|
|
9,162 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
15,226 |
|
|
$ |
872 |
|
|
$ |
(872 |
) |
|
$ |
15,226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2008 |
|
|
|
H&E Equipment |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Services |
|
|
Subsidiaries |
|
|
Elimination |
|
|
Consolidated |
|
|
|
(Amounts in thousands) |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
126,156 |
|
|
$ |
20,289 |
|
|
$ |
|
|
|
$ |
146,445 |
|
New equipment sales |
|
|
140,500 |
|
|
|
35,838 |
|
|
|
|
|
|
|
176,338 |
|
Used equipment sales |
|
|
68,777 |
|
|
|
19,786 |
|
|
|
|
|
|
|
88,563 |
|
Parts sales |
|
|
47,030 |
|
|
|
11,131 |
|
|
|
|
|
|
|
58,161 |
|
Services revenues |
|
|
29,465 |
|
|
|
4,853 |
|
|
|
|
|
|
|
34,318 |
|
Other |
|
|
20,825 |
|
|
|
3,760 |
|
|
|
|
|
|
|
24,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
432,753 |
|
|
|
95,657 |
|
|
|
|
|
|
|
528,410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental depreciation |
|
|
43,023 |
|
|
|
9,453 |
|
|
|
|
|
|
|
52,476 |
|
Rental expense |
|
|
20,021 |
|
|
|
3,925 |
|
|
|
|
|
|
|
23,946 |
|
New equipment sales |
|
|
121,632 |
|
|
|
31,078 |
|
|
|
|
|
|
|
152,710 |
|
Used equipment sales |
|
|
50,104 |
|
|
|
17,278 |
|
|
|
|
|
|
|
67,382 |
|
Parts sales |
|
|
33,122 |
|
|
|
7,884 |
|
|
|
|
|
|
|
41,006 |
|
Services revenues |
|
|
10,685 |
|
|
|
1,739 |
|
|
|
|
|
|
|
12,424 |
|
Other |
|
|
20,383 |
|
|
|
4,796 |
|
|
|
|
|
|
|
25,179 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues |
|
|
298,970 |
|
|
|
76,153 |
|
|
|
|
|
|
|
375,123 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
|
63,112 |
|
|
|
6,911 |
|
|
|
|
|
|
|
70,023 |
|
New equipment sales |
|
|
18,868 |
|
|
|
4,760 |
|
|
|
|
|
|
|
23,628 |
|
Used equipment sales |
|
|
18,673 |
|
|
|
2,508 |
|
|
|
|
|
|
|
21,181 |
|
Parts sales |
|
|
13,908 |
|
|
|
3,247 |
|
|
|
|
|
|
|
17,155 |
|
Services revenues |
|
|
18,780 |
|
|
|
3,114 |
|
|
|
|
|
|
|
21,894 |
|
Other |
|
|
442 |
|
|
|
(1,036 |
) |
|
|
|
|
|
|
(594 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
133,783 |
|
|
|
19,504 |
|
|
|
|
|
|
|
153,287 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
75,302 |
|
|
|
17,239 |
|
|
|
|
|
|
|
92,541 |
|
Equity in loss of guarantor subsidiaries |
|
|
(4,180 |
) |
|
|
|
|
|
|
4,180 |
|
|
|
|
|
Gain on sales of property and equipment, net |
|
|
222 |
|
|
|
74 |
|
|
|
|
|
|
|
296 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
54,523 |
|
|
|
2,339 |
|
|
|
4,180 |
|
|
|
61,042 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(13,128 |
) |
|
|
(6,570 |
) |
|
|
|
|
|
|
(19,698 |
) |
Other, net |
|
|
430 |
|
|
|
51 |
|
|
|
|
|
|
|
481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expense, net |
|
|
(12,698 |
) |
|
|
(6,519 |
) |
|
|
|
|
|
|
(19,217 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before provision for income taxes |
|
|
41,825 |
|
|
|
(4,180 |
) |
|
|
4,180 |
|
|
|
41,825 |
|
Provision for income taxes |
|
|
15,498 |
|
|
|
|
|
|
|
|
|
|
|
15,498 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
26,327 |
|
|
$ |
(4,180 |
) |
|
$ |
4,180 |
|
|
$ |
26,327 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
CONDENSED CONSOLIDATING STATEMENT OF INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2007 |
|
|
|
H&E Equipment |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Services |
|
|
Subsidiaries |
|
|
Elimination |
|
|
Consolidated |
|
|
|
(Amounts in thousands) |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
113,037 |
|
|
$ |
19,736 |
|
|
$ |
|
|
|
$ |
132,773 |
|
New equipment sales |
|
|
142,561 |
|
|
|
3,674 |
|
|
|
|
|
|
|
146,235 |
|
Used equipment sales |
|
|
60,450 |
|
|
|
5,237 |
|
|
|
|
|
|
|
65,687 |
|
Parts sales |
|
|
45,032 |
|
|
|
2,055 |
|
|
|
|
|
|
|
47,087 |
|
Services revenues |
|
|
28,106 |
|
|
|
1,616 |
|
|
|
|
|
|
|
29,722 |
|
Other |
|
|
18,838 |
|
|
|
2,539 |
|
|
|
|
|
|
|
21,377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
408,024 |
|
|
|
34,857 |
|
|
|
|
|
|
|
442,881 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental depreciation |
|
|
37,685 |
|
|
|
5,979 |
|
|
|
|
|
|
|
43,664 |
|
Rental expense |
|
|
18,932 |
|
|
|
3,697 |
|
|
|
|
|
|
|
22,629 |
|
New equipment sales |
|
|
124,117 |
|
|
|
3,235 |
|
|
|
|
|
|
|
127,352 |
|
Used equipment sales |
|
|
44,995 |
|
|
|
3,879 |
|
|
|
|
|
|
|
48,874 |
|
Parts sales |
|
|
31,919 |
|
|
|
1,410 |
|
|
|
|
|
|
|
33,329 |
|
Services revenues |
|
|
10,338 |
|
|
|
430 |
|
|
|
|
|
|
|
10,768 |
|
Other |
|
|
16,257 |
|
|
|
3,087 |
|
|
|
|
|
|
|
19,344 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues |
|
|
284,243 |
|
|
|
21,717 |
|
|
|
|
|
|
|
305,960 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
|
56,420 |
|
|
|
10,060 |
|
|
|
|
|
|
|
66,480 |
|
New equipment sales |
|
|
18,444 |
|
|
|
439 |
|
|
|
|
|
|
|
18,883 |
|
Used equipment sales |
|
|
15,455 |
|
|
|
1,358 |
|
|
|
|
|
|
|
16,813 |
|
Parts sales |
|
|
13,113 |
|
|
|
645 |
|
|
|
|
|
|
|
13,758 |
|
Services revenues |
|
|
17,768 |
|
|
|
1,186 |
|
|
|
|
|
|
|
18,954 |
|
Other |
|
|
2,581 |
|
|
|
(548 |
) |
|
|
|
|
|
|
2,033 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
123,781 |
|
|
|
13,140 |
|
|
|
|
|
|
|
136,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
66,815 |
|
|
|
8,700 |
|
|
|
|
|
|
|
75,515 |
|
Equity in earnings of guarantor subsidiaries |
|
|
781 |
|
|
|
|
|
|
|
(781 |
) |
|
|
|
|
Gain on sales of property and equipment, net |
|
|
262 |
|
|
|
85 |
|
|
|
|
|
|
|
347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
58,009 |
|
|
|
4,525 |
|
|
|
(781 |
) |
|
|
61,753 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(13,834 |
) |
|
|
(3,756 |
) |
|
|
|
|
|
|
(17,590 |
) |
Other, net |
|
|
511 |
|
|
|
12 |
|
|
|
|
|
|
|
523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expense, net |
|
|
(13,323 |
) |
|
|
(3,744 |
) |
|
|
|
|
|
|
(17,067 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes |
|
|
44,686 |
|
|
|
781 |
|
|
|
(781 |
) |
|
|
44,686 |
|
Provision for income taxes |
|
|
17,326 |
|
|
|
|
|
|
|
|
|
|
|
17,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
27,360 |
|
|
$ |
781 |
|
|
$ |
(781 |
) |
|
$ |
27,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2008 |
|
|
|
H&E Equipment |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Services |
|
|
Subsidiaries |
|
|
Elimination |
|
|
Consolidated |
|
|
|
(Amounts in thousands) |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
26,327 |
|
|
$ |
(4,180 |
) |
|
$ |
4,180 |
|
|
$ |
26,327 |
|
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization on property and equipment |
|
|
4,044 |
|
|
|
1,494 |
|
|
|
|
|
|
|
5,538 |
|
Depreciation on rental equipment |
|
|
43,023 |
|
|
|
9,453 |
|
|
|
|
|
|
|
52,476 |
|
Amortization of loan discounts and deferred financing costs |
|
|
730 |
|
|
|
|
|
|
|
|
|
|
|
730 |
|
Amortization of intangible assets |
|
|
1,467 |
|
|
|
|
|
|
|
|
|
|
|
1,467 |
|
Provision for losses on accounts receivable |
|
|
1,521 |
|
|
|
|
|
|
|
|
|
|
|
1,521 |
|
Provision for inventory obsolescence |
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
27 |
|
Provision for deferred income taxes |
|
|
14,485 |
|
|
|
|
|
|
|
|
|
|
|
14,485 |
|
Stock-based compensation expense |
|
|
631 |
|
|
|
|
|
|
|
|
|
|
|
631 |
|
Gain on sales of property and equipment, net |
|
|
(222 |
) |
|
|
(74 |
) |
|
|
|
|
|
|
(296 |
) |
Gain on sales of rental equipment, net |
|
|
(17,124 |
) |
|
|
(2,150 |
) |
|
|
|
|
|
|
(19,274 |
) |
Equity in loss of guarantor subsidiaries |
|
|
4,180 |
|
|
|
|
|
|
|
(4,180 |
) |
|
|
|
|
Changes in operating assets and liabilities, net of impact of
acquisition: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables, net |
|
|
2,304 |
|
|
|
1,227 |
|
|
|
|
|
|
|
3,531 |
|
Inventories, net |
|
|
(3,944 |
) |
|
|
(32,577 |
) |
|
|
|
|
|
|
(36,521 |
) |
Prepaid expenses and other assets |
|
|
(62 |
) |
|
|
300 |
|
|
|
|
|
|
|
238 |
|
Accounts payable |
|
|
10,551 |
|
|
|
(566 |
) |
|
|
|
|
|
|
9,985 |
|
Manufacturer flooring plans payable |
|
|
(7,598 |
) |
|
|
(2,801 |
) |
|
|
|
|
|
|
(10,399 |
) |
Accrued expenses payable and other liabilities |
|
|
(3,975 |
) |
|
|
3,055 |
|
|
|
|
|
|
|
(920 |
) |
Intercompany balances |
|
|
(2,011 |
) |
|
|
2,011 |
|
|
|
|
|
|
|
|
|
Deferred compensation payable |
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
74,373 |
|
|
|
(24,808 |
) |
|
|
|
|
|
|
49,565 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of business, net of cash acquired |
|
|
|
|
|
|
(5,306 |
) |
|
|
|
|
|
|
(5,306 |
) |
Purchases of property and equipment |
|
|
(10,541 |
) |
|
|
(1,207 |
) |
|
|
|
|
|
|
(11,748 |
) |
Purchases of rental equipment |
|
|
(101,576 |
) |
|
|
33,102 |
|
|
|
|
|
|
|
(68,474 |
) |
Proceeds from sales of property and equipment |
|
|
830 |
|
|
|
152 |
|
|
|
|
|
|
|
982 |
|
Proceeds from sales of rental equipment |
|
|
84,119 |
|
|
|
(14,180 |
) |
|
|
|
|
|
|
69,939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
(27,168 |
) |
|
|
12,561 |
|
|
|
|
|
|
|
(14,607 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax deficiencies from stock-based awards |
|
|
(44 |
) |
|
|
|
|
|
|
|
|
|
|
(44 |
) |
Purchase of treasury stock |
|
|
(33,077 |
) |
|
|
|
|
|
|
|
|
|
|
(33,077 |
) |
Borrowings on senior secured credit facility |
|
|
536,099 |
|
|
|
|
|
|
|
|
|
|
|
536,099 |
|
Payments on senior secured credit facility |
|
|
(553,711 |
) |
|
|
9,652 |
|
|
|
|
|
|
|
(544,059 |
) |
Payments of related party obligation |
|
|
(150 |
) |
|
|
|
|
|
|
|
|
|
|
(150 |
) |
Payments on capital lease obligations |
|
|
|
|
|
|
(55 |
) |
|
|
|
|
|
|
(55 |
) |
Principal payments of notes payable |
|
|
(8 |
) |
|
|
(6 |
) |
|
|
|
|
|
|
(14 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
(50,891 |
) |
|
|
9,591 |
|
|
|
|
|
|
|
(41,300 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash |
|
|
(3,686 |
) |
|
|
(2,656 |
) |
|
|
|
|
|
|
(6,342 |
) |
Cash, beginning of period |
|
|
12,005 |
|
|
|
2,757 |
|
|
|
|
|
|
|
14,762 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of period |
|
$ |
8,319 |
|
|
$ |
101 |
|
|
$ |
|
|
|
$ |
8,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2007 |
|
|
|
H&E Equipment |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Services |
|
|
Subsidiaries |
|
|
Elimination |
|
|
Consolidated |
|
|
|
(Amounts in thousands) |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
27,360 |
|
|
$ |
781 |
|
|
$ |
(781 |
) |
|
$ |
27,360 |
|
Adjustments to reconcile net income to net cash provided by
(used in) operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation on property and equipment |
|
|
3,421 |
|
|
|
525 |
|
|
|
|
|
|
|
3,946 |
|
Depreciation on rental equipment |
|
|
40,674 |
|
|
|
2,990 |
|
|
|
|
|
|
|
43,664 |
|
Amortization of loan discounts and deferred financing costs |
|
|
684 |
|
|
|
|
|
|
|
|
|
|
|
684 |
|
Amortization of intangible assets |
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
12 |
|
Provision for losses on accounts receivable |
|
|
1,090 |
|
|
|
|
|
|
|
|
|
|
|
1,090 |
|
Provision for inventory obsolescence |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
25 |
|
Provision for deferred income taxes |
|
|
16,107 |
|
|
|
|
|
|
|
|
|
|
|
16,107 |
|
Stock-based compensation expense |
|
|
621 |
|
|
|
|
|
|
|
|
|
|
|
621 |
|
Gain on sales of property and equipment, net |
|
|
(262 |
) |
|
|
(85 |
) |
|
|
|
|
|
|
(347 |
) |
Gain on sales of rental equipment, net |
|
|
(14,429 |
) |
|
|
(1,284 |
) |
|
|
|
|
|
|
(15,713 |
) |
Equity in earnings of guarantor subsidiaries |
|
|
(781 |
) |
|
|
|
|
|
|
781 |
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables, net |
|
|
(12,031 |
) |
|
|
4,293 |
|
|
|
|
|
|
|
(7,738 |
) |
Inventories, net |
|
|
(26,337 |
) |
|
|
(30,776 |
) |
|
|
|
|
|
|
(57,113 |
) |
Prepaid expenses and other assets |
|
|
(2,385 |
) |
|
|
41 |
|
|
|
|
|
|
|
(2,344 |
) |
Accounts payable |
|
|
32,138 |
|
|
|
701 |
|
|
|
|
|
|
|
32,839 |
|
Manufacturer flooring plans payable |
|
|
3,721 |
|
|
|
|
|
|
|
|
|
|
|
3,721 |
|
Accrued expenses payable and other liabilities |
|
|
4,375 |
|
|
|
(10 |
) |
|
|
|
|
|
|
4,365 |
|
Intercompany balances |
|
|
(13,851 |
) |
|
|
13,851 |
|
|
|
|
|
|
|
|
|
Deferred compensation payable |
|
|
(1,406 |
) |
|
|
|
|
|
|
|
|
|
|
(1,406 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
58,746 |
|
|
|
(8,973 |
) |
|
|
|
|
|
|
49,773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(5,323 |
) |
|
|
(671 |
) |
|
|
|
|
|
|
(5,994 |
) |
Purchases of rental equipment |
|
|
(68,343 |
) |
|
|
4,552 |
|
|
|
|
|
|
|
(63,791 |
) |
Proceeds from sales of property and equipment |
|
|
343 |
|
|
|
147 |
|
|
|
|
|
|
|
490 |
|
Proceeds from sales of rental equipment |
|
|
50,427 |
|
|
|
4,916 |
|
|
|
|
|
|
|
55,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
(22,896 |
) |
|
|
8,944 |
|
|
|
|
|
|
|
(13,952 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess tax benefits from stock-based awards |
|
|
(44 |
) |
|
|
|
|
|
|
|
|
|
|
(44 |
) |
Purchases of treasury stock |
|
|
(432 |
) |
|
|
|
|
|
|
|
|
|
|
(432 |
) |
Borrowings on senior secured credit facility |
|
|
428,086 |
|
|
|
|
|
|
|
|
|
|
|
428,086 |
|
Payments on senior secured credit facility |
|
|
(437,220 |
) |
|
|
|
|
|
|
|
|
|
|
(437,220 |
) |
Payments of deferred financing costs |
|
|
(43 |
) |
|
|
|
|
|
|
|
|
|
|
(43 |
) |
Payments of related party obligation |
|
|
(150 |
) |
|
|
|
|
|
|
|
|
|
|
(150 |
) |
Principal payments of notes payable |
|
|
(349 |
) |
|
|
(5 |
) |
|
|
|
|
|
|
(354 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(10,152 |
) |
|
|
(5 |
) |
|
|
|
|
|
|
(10,157 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
25,698 |
|
|
|
(34 |
) |
|
|
|
|
|
|
25,664 |
|
Cash, beginning of period |
|
|
9,214 |
|
|
|
89 |
|
|
|
|
|
|
|
9,303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
34,912 |
|
|
$ |
55 |
|
|
$ |
|
|
|
$ |
34,967 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion summarizes the financial position of H&E Equipment Services, Inc. and
its subsidiaries as of June 30, 2008, and its results of operations for the three and six month
periods ended June 30, 2008, and should be read in conjunction with (i) the unaudited condensed
consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on
Form 10-Q and (ii) the audited consolidated financial statements and accompanying notes to our
Annual Report on Form 10-K for the year ended December 31, 2007.
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 August 4, 2008, we operated 64 full-service facilities in 21 states throughout the
Intermountain, Southwest, Gulf Coast, West Coast, Southeast and Mid-Atlantic regions of the United
States. Our work force includes distinct, focused sales forces for our new and used equipment sales
and rental operations, highly-skilled service technicians, product specialists and regional
managers. We focus our sales and rental activities on, and organize our personnel principally by,
our four core equipment categories. We believe this allows us to provide specialized equipment
knowledge, improve the effectiveness of our rental and sales force and strengthen our customer
relationships. In addition, we have branch managers 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 a June 2002 transaction,
Head & Engquist and ICM were merged with and into Gulf Wide, which was renamed H&E Equipment
Services L.L.C. 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.
Critical Accounting Policies
Item 7, included in Part II of our Annual Report on Form 10-K for the year ended December 31,
2007, presents the accounting policies and related estimates that we believe are the most critical
to understanding our condensed consolidated financial statements, financial condition, and results
of operations and cash flows, and which require complex management judgment and assumptions, or
involve uncertainties. These include, among other things, revenue recognition, stock-based
compensation, the adequacy of the allowance for doubtful accounts, the propriety of our estimated
useful life of rental equipment and property and equipment, the potential impairment of long-lived
assets including goodwill and intangible assets, obsolescence reserves on inventory, the allocation
of purchase price related to business combinations, reserves for claims, including self-insurance
reserves, and deferred income taxes, including the valuation of any related deferred tax assets.
Information regarding our other significant accounting policies is included in note 2 to our
consolidated financial statements in Item 8 of Part II of our Annual Report on Form 10-K for the
year ended December 31, 2007 and in note 2 to the condensed
28
consolidated financial statements in this Quarterly Report on Form 10-Q.
Business Segments
We have five reportable segments because we derive our revenues from five principal business
activities: (1) equipment rentals; (2) new equipment sales; (3) used equipment sales; (4) parts
sales; and (5) repair and maintenance services. These segments are based upon how we allocate
resources and assess performance. In addition, we also have non-segmented revenues and costs that
relate to equipment support activities.
|
|
|
Equipment Rentals. Our rental operation primarily rents our four core types of
construction and industrial equipment. We have a well-maintained rental fleet and our own
dedicated sales force, focused by equipment type. We actively manage the size, quality,
age and composition of our rental fleet based on our analysis of key measures such as time
utilization (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 the
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. For additional information about our business segments, see note 10 to the
condensed consolidated financial statements in this Quarterly Report on Form 10-Q.
Revenue Sources
We generate all of our total revenues from our five business segments and our non-segmented
equipment support activities. Equipment rentals and new equipment sales account for more than half
of our total revenues. For the six months ended June 30, 2008, approximately 27.7% of our total
revenues were attributable to equipment rentals, 33.4% of our total revenues were attributable to
new equipment sales, 16.8% were attributable to used equipment sales, 11.0% were attributable to
parts sales, 6.5% were attributable to our services revenues and 4.6% were attributable to
non-segmented other revenues.
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
29
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 services revenues. We recognize revenue from the sale of new equipment at the time of
delivery to, or pick-up by, the customer and when all obligations under the sales contract have
been fulfilled and collectibility is reasonably assured.
Used Equipment Sales. We generate the majority of our used equipment sales revenues by
selling equipment from our rental fleet. The remainder of 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 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 services provide a high-margin, relatively stable source of revenue through
changing economic cycles. We recognize services revenues at the time such services are rendered
and collectibility is reasonably assured.
Non-Segmented Other 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 the services have been provided.
Principal Costs and Expenses
Our largest expenses are the costs to purchase the new equipment we sell, the costs associated
with the used equipment we sell, rental expenses, rental depreciation and costs associated with
parts sales and services, all of which are included in cost of revenues. For the six months ended
June 30, 2008, our total cost of revenues was approximately $375.1 million. Our operating expenses
consist principally of selling, general and administrative expenses. For the six months ended June
30, 2008, our selling, general and administrative expenses were approximately $92.5 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 condensed 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 an estimated 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.
30
Rental Expense. Rental expense represents the costs associated with rental equipment,
including, among other things, the cost of servicing and maintaining our rental equipment,
property taxes on our fleet and other miscellaneous costs of rental equipment.
New Equipment Sales. Cost of new equipment sold primarily consists of the equipment cost of
the new equipment that is sold, net of any amount of credit given to the customer towards the
equipment for trade-ins.
Used Equipment Sales. Cost of used equipment sold consists of the net book value of rental
equipment for used equipment sold from our rental fleet, the equipment costs for used equipment
we purchase for sale or the trade-in value of used equipment that we obtain from customers in
equipment sales transactions.
Parts Sales. Cost of parts sales represents costs attributable to the sale of parts
directly to customers.
Services Support. Cost of services revenue 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 expense, professional fees, property and
other taxes, administrative overhead, depreciation associated with property and equipment (other
than rental equipment) and amortization expense associated with definite-lived intangible assets.
These expenses are not generally allocated to our reportable segments.
Interest Expense:
Interest expense for the periods presented is primarily comprised of the interest on our debt
instruments. 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 certain
debt that was outstanding during a portion of the 2007 fiscal year.
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.
Rental Fleet
A significant portion of our overall value is in our rental fleet equipment. Net rental fleet
as shown on our condensed consolidated balance sheet at June 30, 2008 was $578.4 million, or 57.2%
of our total assets. Our rental fleet, as of June 30, 2008, consisted of approximately 19,852 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 $803.3 million. As of June
30, 2008, 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 |
|
|
14,279 |
|
|
|
71.9 |
% |
|
$ |
472.4 |
|
|
|
58.8 |
% |
|
|
34.8 |
|
Cranes |
|
|
500 |
|
|
|
2.5 |
% |
|
|
100.2 |
|
|
|
12.5 |
% |
|
|
29.0 |
|
Earthmoving |
|
|
1,641 |
|
|
|
8.3 |
% |
|
|
154.9 |
|
|
|
19.3 |
% |
|
|
18.7 |
|
Industrial Lift Trucks |
|
|
1,387 |
|
|
|
7.0 |
% |
|
|
43.5 |
|
|
|
5.4 |
% |
|
|
26.7 |
|
Other |
|
|
2,045 |
|
|
|
10.3 |
% |
|
|
32.3 |
|
|
|
4.0 |
% |
|
|
19.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
19,852 |
|
|
|
100.0 |
% |
|
$ |
803.3 |
|
|
|
100.0 |
% |
|
|
31.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
Determining the optimal age and mix for our rental fleet equipment is subjective and requires
considerable estimates and judgments by management. We constantly evaluate the mix, age and quality
of the equipment in our rental fleet in response to current economic and market conditions,
competition and customer demand. On average, the average age of our rental fleet equipment
decreased by approximately 0.6 months during the six months ended June 30, 2008. The original
acquisition cost of our overall gross rental fleet increased, through the normal course of business
activities, by approximately $0.1 million during the six months ended June 30, 2008. Excluding the
impact of Burress, average rental rates for the six month period ended June 30, 2008 were 2.3%
lower than the comparable period last year. The rental equipment mix among our four core product
lines remained largely consistent with that of prior year comparable period as a percentage of
total units available for rent. However, as a percentage of original acquisition cost, earthmoving
equipment increased approximately 6.3% while hi-lift or aerial work platform equipment decreased
6.4% over the comparable periods, reflecting the impact of the Burress acquisition in September
2007 and the predominance of earthmoving equipment in their 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 as well as in Item 1A Risk Factors of our
Annual Report on Form 10-K for the year ended December 31, 2007 and in this Quarterly Report on
Form 10-Q:
|
|
|
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. |
|
|
|
|
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 any 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.
Results of Operations
The tables included in the period-to-period comparisons below provide summaries of our
revenues and gross profits for our business segments and non-segmented revenues. The
period-to-period comparisons of financial results are not necessarily indicative of future results.
Our operating results for the three and six month periods ended June 30, 2008 and 2007 include
the operating results of Burress since the date of acquisition, September 1, 2007. Therefore, our
operating results for the three and six month periods ended June 30, 2008 include a full three and
six months of Burress operations while our operating results for the three and six month periods
ended June 30, 2007 do not include Burress.
32
Three Months Ended June 30, 2008 Compared to the Three Months Ended June 30, 2007
Revenues.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Total |
|
|
Total |
|
|
|
June 30, |
|
|
Dollar |
|
|
Percentage |
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
|
Change |
|
|
|
(in thousands, except percentages) |
|
Segment Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
75,234 |
|
|
$ |
69,572 |
|
|
$ |
5,662 |
|
|
|
8.1 |
% |
New equipment sales |
|
|
99,985 |
|
|
|
78,465 |
|
|
|
21,520 |
|
|
|
27.4 |
% |
Used equipment sales |
|
|
47,152 |
|
|
|
34,747 |
|
|
|
12,405 |
|
|
|
35.7 |
% |
Parts sales |
|
|
29,247 |
|
|
|
23,951 |
|
|
|
5,296 |
|
|
|
22.1 |
% |
Services revenues |
|
|
17,730 |
|
|
|
15,099 |
|
|
|
2,631 |
|
|
|
17.4 |
% |
Non-Segmented revenues |
|
|
13,296 |
|
|
|
11,311 |
|
|
|
1,985 |
|
|
|
17.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
282,644 |
|
|
$ |
233,145 |
|
|
$ |
49,499 |
|
|
|
21.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues. Our total revenues were $282.6 million for the three months ended June 30,
2008 compared to $233.1 million for the same period in 2007, an increase of $49.5 million, or
21.2%. Total revenues related to Burress in the current year period were $40.6 million. As further
discussed below, revenues increased for all reportable segments.
Equipment Rental Revenues. Our revenues from equipment rentals for the three months ended June
30, 2008 increased approximately $5.6 million, or 8.1%, to approximately $75.2 million from $69.6
million for the same three month period in 2007. Rental revenues increased for all four core
product lines. Revenues from equipment rentals for aerial work platforms increased $0.9 million,
cranes increased $1.2 million, earthmoving equipment increased $3.5 million and lift trucks
increased $0.3 million. The increase is primarily the result of a larger average fleet size
available for rent during the current year three month period. We had approximately 19,852 pieces
of rental fleet equipment at June 30, 2008 with an original equipment cost of $803.3 million
compared to 19,822 pieces of rental fleet equipment at March 31, 2008 with an original equipment
cost of $798.8 million. We had 18,284 pieces of rental fleet equipment at June 30, 2007 with an
original equipment cost of $678.1 million compared to 17,840 pieces of equipment at March 31, 2007
with an original equipment cost of $653.1 million. Total equipment rental revenues for the current
period related to Burress were $3.7 million.
Rental equipment dollar utilization (quarterly rental revenues divided by the average original
rental fleet equipment costs) for the three months ended June 30, 2008 was approximately 37.5%
compared to 41.5% for the same period last year, a decrease of approximately 4.0%. Excluding
Burress, our rental equipment dollar utilization for the current year period was 39.1%, a decrease
of 2.4% compared to last year. The decrease in comparative rental equipment dollar utilization is
primarily the result of a 2.9% decrease (exclusive of Burress) in average rental rates for the
comparative periods and pockets of weakness in the Florida and Southern California markets,
combined with the impact of Burress rental operations. Rental equipment time utilization (equipment
usage based on customer demand) was 67.9% for the current year period compared to 69.1% last year,
a decrease of 1.2%. As discussed in note 3 to the condensed consolidated financial statements,
Burress, at the time of acquisition, operated primarily as a distributor and had insignificant
rental operations. During 2008, we have begun to integrate our rental operations into the Burress
business, which has expectedly resulted in lower average rental rates and lower rental equipment
time utilization when compared to the Company exclusive of Burress. We expect Burress rental rates
and margins to gradually improve over the next 12 to 24 months as our integrated business model is
fully integrated into Burress operations.
New Equipment Sales Revenues. Our new equipment sales for the three months ended June 30, 2008
increased $21.5 million, or 27.4%, to $100.0 million from $78.5 million for the comparable period
in 2007. Sales of new cranes increased $21.5 million, sales of new earthmoving equipment increased
$2.5 million, sales of new lift trucks increased $1.7 million and sales in other new equipment
increased $0.1 million. The increase in new crane sales is primarily a result of an increase in
demand for new cranes. Partially offsetting these increases was a $4.3 million decrease of new
aerial work platform sales reflecting pockets of weakness in the Florida and Southern California
markets. Total new equipment sales revenues for the current year period related to Burress were
$20.4 million.
Used Equipment Sales Revenues. Our used equipment sales increased $12.4 million, or 35.7%, to
approximately $47.1 million for the three months ended June 30, 2008, from $34.7 million for the
same period in 2007. Sales of used cranes increased $7.2 million
33
while sales of used aerial work platform equipment and used earthmoving equipment also
increased $1.4 million and $2.3 million, respectively. Lift truck used equipment sales also
increased $1.5 million. Burress used equipment sales for the three months ended June 30, 2008 were
$9.5 million.
Parts Sales Revenues. Our parts sales increased $5.3 million, or 22.1%, to approximately $29.3
million for the three months ended June 30, 2008 from $24.0 million in 2007. Total parts sales
revenues in the current year period related to Burress were $4.2 million. The remaining increase
was primarily attributable to increased customer demand.
Services Revenues. Our services revenues for the three months ended June 30, 2008 increased
$2.6 million, or 17.4%, to $17.7 million from $15.1 million for the same period last year. Total
services revenues for the current year period related to Burress were $1.8 million. The remaining
increase is primarily attributable to increased customer demand.
Non-Segmented Other Revenues. Our non-segmented other revenues consisted primarily of
equipment support activities including transportation, hauling, parts freight and damage waiver
charges. For the three months ended June 30, 2008, our other revenues increased $2.0 million, or
17.5%, over the same period last year. Total non-segmented other revenues for the current year
period related to Burress were $1.0 million. The remaining increase is primarily due to an increase
in the volume in these services in conjunction with the revenue growth of our primary business
activities.
Gross Profit.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Total |
|
|
Total |
|
|
|
June 30, |
|
|
Dollar |
|
|
Percentage |
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
|
Change |
|
|
|
(in thousands, except percentages) |
|
Segment Gross Profit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
37,056 |
|
|
$ |
35,409 |
|
|
$ |
1,647 |
|
|
|
4.7 |
% |
New equipment sales |
|
|
12,821 |
|
|
|
10,087 |
|
|
|
2,734 |
|
|
|
27.1 |
% |
Used equipment sales |
|
|
10,689 |
|
|
|
8,393 |
|
|
|
2,296 |
|
|
|
27.4 |
% |
Parts sales |
|
|
8,507 |
|
|
|
6,891 |
|
|
|
1,616 |
|
|
|
23.5 |
% |
Services revenues |
|
|
11,447 |
|
|
|
9,471 |
|
|
|
1,976 |
|
|
|
20.9 |
% |
Non-Segmented gross profit |
|
|
43 |
|
|
|
959 |
|
|
|
(916 |
) |
|
|
(95.5 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross profit |
|
$ |
80,563 |
|
|
$ |
71,210 |
|
|
$ |
9,353 |
|
|
|
13.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Gross Profit. Our total gross profit was $80.6 million for the three months ended June
30, 2008 compared to $71.2 million for the three months ended June 30, 2007, an increase of $9.4
million, or 13.1%. Total gross profit in the current period related to Burress was $6.5 million.
Total gross profit margin for the three months ended June 30, 2008 was 28.5%, a decrease of 2.0%
from the 30.5% gross profit margin for the same three month period in 2007. Total gross profit
margin in the current period related to Burress was 15.9%. Our overall gross profit increase and
gross profit margin decline are further described below:
Equipment Rentals Gross Profit. Our gross profit from equipment rentals for the three months
ended June 30, 2008 increased approximately $1.7 million, or 4.7%, to $37.1 million from $35.4
million in the same period in 2007. Gross profit on Burress rental operations in the current year
period was $0.7 million. The overall increase is primarily a result of a $5.6 million increase in
rental revenues, which was offset by a $0.3 million net increase in rental expenses and a $3.7
million increase in rental equipment depreciation expense. As a percentage of equipment rental
revenues, maintenance and repair costs were 12.4% in 2008, down from 12.7% in the prior year. The
increase in current year rental depreciation expense is the result of the higher depreciation
expense associated with a larger rental fleet size, including the Burress rental fleet and the
impact of higher fleet replacement costs to de-age the fleet. Gross profit margin in 2008 was
49.3%, down 1.6% from 50.9% in the same period last year. This gross profit margin decline is
primarily due to higher cost of sales related to depreciation expense combined with the comparative
decline in our average rental rates. Rental depreciation expense as a percentage of total equipment
rental revenues was 34.6% and 32.1% for the three month periods ended June 30, 2008 and 2007,
respectively. Burress gross profit margin was 18.0% for the current year period. Excluding Burress,
equipment rentals gross profit margin was 50.9% compared to 50.9% last year.
New Equipment Sales Gross Profit. Our new equipment sales gross profit for the three months
ended June 30, 2008 increased $2.7 million, or 27.1%, to $12.8 million compared to $10.1 million
for the same period in 2007. The overall increase is primarily a result of a $2.9 million gross
profit increase from Burress new equipment sales for the three month period ended June 30, 2008,
which was offset by a $0.2 million decrease in same-store new equipment sales gross profit. Gross
profit margin in 2008 was 12.8%, a decrease of 0.1% from 12.9% in the same period last year.
Burress gross profit margin realized in the current year period was
34
approximately 14.3%.
Used Equipment Sales Gross Profit. Our used equipment sales gross profit for the three months
ended June 30, 2008 increased $2.3 million, or 27.4%, to $10.7 million from the $8.4 million for
the same period in 2007. Sales of used cranes and used aerial work platform equipment increased
$2.5 million, which was offset by a net $0.2 million decrease in gross profit on sales of used
earthmoving equipment, lift trucks and other equipment. Gross profit on Burress used equipment
sales was $0.7 million for the three month period ended June 30, 2008. Gross profit margin in 2008
was 22.7%, down 1.5% from 24.2% in the same period last year. The decline in gross profit margin is
primarily due to higher used equipment book values that resulted from the fair values assigned to
Burress used equipment in purchase accounting as of the acquisition date. Burress used equipment
gross profit margin for the current period was 7.2%. Our used equipment sales from the rental fleet
for the current year period were approximately 135.7% of net book value compared to 138.5% for the
three month period ended June 30, 2007.
Parts Sales Gross Profit. For the three months ended June 30, 2008, our parts sales revenue
gross profit increased approximately $1.6 million, or 23.5%, to $8.5 million from $6.9 million for
the same period in 2007, of which Burress contributed $1.2 million of the increase in the current
period. Gross profit margin in 2008 was 29.1%, an increase of 0.3% from 28.8% in the same period
last year, as a result of the mix of parts sold. Gross profit margin in 2008 related to Burress
parts sales was 27.7%.
Services Revenues Gross Profit. For the three months ended June 30, 2008, our services
revenues gross profit increased approximately $2.0 million, or 20.9%, to $11.4 million from $9.4
million for the same period in 2007. Burress contributed $1.2 million of gross profit related to
services in current period. Gross profit margin in 2008 was 64.6%, an increase of 1.8% from 62.7%
in the same period last year, primarily as a result of the mix of services sold. Gross profit
margin in 2008 related to Burress service revenues was 64.1%.
Non-Segmented Other Revenues Gross Profit. For the three months ended June 30, 2008, our
non-segmented other revenues realized a gross profit of less than $0.1 million, a decrease of
approximately $0.9 million, or (95.5)%, compared to a gross profit of $1.0 million for the three
months ended June 30, 2007, reflecting increased costs associated with the movement of fleet and
higher fuel costs and the impact of Burress operations. Gross profit margin was 0.3% in the current
year period, down 8.2% from a 8.5% gross profit margin in the comparable period last year. Burress
gross loss margin in the current year period was (14.4)%.
Selling, General and Administrative Expenses. SG&A expenses increased $7.5 million, or 19.5%,
to $45.9 million for the three months ended June 30, 2008 compared to $38.4 million for the same
period last year. As a percent of total revenues, SG&A expenses were 16.2% over the three months
ended June 30, 2008, a decrease of 0.3% from 16.5% in the prior year. Included in three months
ended June 30, 2008 are SG&A costs of approximately $4.5 million of Burress SG&A costs and an
additional $0.8 million of expense associated with the amortization of the intangible assets
acquired in the Burress acquisition (see notes 3 and 4 to the condensed consolidated financial
statements for further information on the Burress acquisition and the acquired intangible assets).
The remaining increase, exclusive of Burress, is primarily related to a $1.8 million increase in
employee salaries and wages and related employee expenses and a $0.6 million increase in facility
related expenses, primarily rent expense. These increases reflect additional SG&A costs
attributable to the Companys growth over the past year. Stock-based compensation expense was $0.3
million in each of the three month periods ended June 30, 2008 and 2007.
Other Income (Expense). For the three months ended June 30, 2008, our net other expenses
increased by $0.8 million to $9.3 million compared to $8.5 million for the same period in 2007.
The $0.8 million increase is the result of a $0.6 million net increase in interest expense to $9.5
million for the three months ended June 30, 2008 compared to $8.9 million for the same period last
year and a $0.2 million decrease in other income. The net increase in interest expense is due to
several factors. Comparative interest expense incurred on our senior secured credit facility was
approximately $1.5 million higher in the current year period largely as a result of an increase in
our average borrowings under the senior secured credit facility compared to the prior year. Our
average borrowings for the three month period ended June 30, 2008 under the senior secured credit
facility were approximately $131.1 million compared to approximately $5.4 million for the three
month period ended June 30, 2007. The increase in interest expense on our senior secured credit
facility was partially offset by a $0.7 million decrease in interest expense on our manufacturing
flooring plan payables used to finance inventory purchases. Additionally, included in our prior
year interest expense is $0.2 million of interest expense related to our senior secured notes,
which were subsequently redeemed on July 31, 2007.
Income Taxes. Income tax expense for the three months ended June 30, 2008 increased
approximately $0.3 million to $9.5 million compared to $9.2 million for the three months ended June
30, 2007. The effective income tax rate for the three months ended June 30, 2008 was 37.0% compared
to 37.6% for the three months ended June 30, 2007. The decrease is the result of various discrete
items recorded in the prior year. Based on available evidence, both positive and negative, we
believe it is more likely than not that our
35
deferred tax assets at June 30, 2008 are fully realizable through future reversals of existing
taxable temporary differences and future taxable income, and are not subject to any limitations.
Six Months Ended June 30, 2008 Compared to the Six Months Ended June 30, 2007
Revenues.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
Total |
|
|
Total |
|
|
|
June 30, |
|
|
Dollar |
|
|
Percentage |
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
|
Change |
|
|
|
(in thousands, except percentages) |
|
Segment Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
146,445 |
|
|
$ |
132,773 |
|
|
$ |
13,672 |
|
|
|
10.3 |
% |
New equipment sales |
|
|
176,338 |
|
|
|
146,235 |
|
|
|
30,103 |
|
|
|
20.6 |
% |
Used equipment sales |
|
|
88,563 |
|
|
|
65,687 |
|
|
|
22,876 |
|
|
|
34.8 |
% |
Parts sales |
|
|
58,161 |
|
|
|
47,087 |
|
|
|
11,074 |
|
|
|
23.5 |
% |
Services revenues |
|
|
34,318 |
|
|
|
29,722 |
|
|
|
4,596 |
|
|
|
15.5 |
% |
Non-Segmented revenues |
|
|
24,585 |
|
|
|
21,377 |
|
|
|
3,208 |
|
|
|
15.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
528,410 |
|
|
$ |
442,881 |
|
|
$ |
85,529 |
|
|
|
19.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues. Our total revenues were $528.4 million for the six months ended June 30, 2008
compared to $442.9 million for the same period in 2007, an increase of $85.5 million, or 19.3%.
Total revenues related to Burress in the current year period were $68.2 million. As further
discussed below, revenues increased for all reportable segments.
Equipment Rental Revenues. Our revenues from equipment rentals for the six months ended June
30, 2008 increased $13.6 million, or 10.3%, to approximately $146.4 million from $132.8 million for
the same three month period in 2007. Total equipment rental revenues for the current period related
to Burress were $6.5 million. Rental revenues increased for all four core product lines. Revenues
from aerial work platforms increased $3.1 million, cranes increased $2.4 million, earthmoving
equipment increased $6.7 million, lift trucks increased $0.6 million and other equipment rentals
increased $0.8 million. The increase is primarily the result of a larger average fleet size
available for rent during the current year six month period. We had approximately 19,852 pieces of
rental fleet equipment at June 30, 2008 with an original equipment cost of $803.3 million compared
to 20,079 pieces of rental fleet equipment at December 31, 2007 with an original equipment cost of
$803.2 million. We had 18,284 pieces of rental fleet equipment at June 30, 2007 with an original
equipment cost of $678.1 million compared to 18,132 pieces of equipment at December 31, 2006 with
an original equipment cost of $655.2 million.
Rental equipment dollar utilization (quarterly rental revenues divided by the average original
rental fleet equipment costs) for the six months ended June 30, 2008 was approximately 36.5%
compared to 40.2% for the same period last year, a decrease of approximately 3.7%. Excluding
Burress, our rental equipment dollar utilization for the current year period was 38.2%, a decrease
of 2.0% compared to last year. The decrease in comparative rental equipment dollar utilization is
primarily the result of a 2.3% decrease (exclusive of Burress) in average rental rates for the
comparative periods and pockets of weakness in the Florida and Southern California markets,
combined with the impact of Burress rental operations. Rental equipment time utilization (equipment
usage based on customer demand) was 66.2% for the current year period compared to 66.8% last year,
a decrease of 0.6%. As discussed in note 3 to the condensed consolidated financial statements,
Burress, at the time of acquisition, operated primarily as a distributor and had insignificant
rental operations. During 2008, we have begun to integrate our rental operations into the Burress
business, which has expectedly resulted in lower average rental rates and lower rental equipment
time utilization when compared to the Company exclusive of Burress. We expect Burress rental rates
and margins to gradually improve over the next 12 to 24 months as our integrated business model is
fully integrated into Burress operations.
New Equipment Sales Revenues. Our new equipment sales for the six months ended June 30, 2008
increased $30.1 million, or 20.6%, to $176.3 million from $146.2 million for the comparable period
in 2007. Sales of new cranes increased $36.2 million, which was primarily a result of an increase
in demand for new cranes. Partially offsetting these increases was a $2.7 million decrease in
comparative new equipment sales of aerial work platforms, a $3.3 million decrease of new
earthmoving equipment sales and a $0.1 million decrease in other new equipment sales. Total new
equipment sales revenues for the current year period related to Burress were $32.9 million.
Used Equipment Sales Revenues. Our used equipment sales increased $22.9 million, or 34.8%, to
$88.6 million for the six months ended June 30, 2008, from $65.7 million for the same period in
2007. Sales of used cranes increased $10.9 million while sales of used aerial work platform
equipment and used earthmoving equipment increased $4.9 million and $5.5 million, respectively.
Lift truck used
36
equipment sales increased $1.8 million while other used equipment sales decreased $0.2
million. Burress used equipment sales for the six months ended June 30, 2008 were $14.6 million.
Parts Sales Revenues. Our parts sales increased $11.1 million, or 23.5%, to $58.2 million for
the six months ended June 30, 2008 from approximately $47.1 million in 2007. Total parts sales
revenues in the current year period related to Burress were $8.9 million. The remaining increase
was primarily attributable to increased customer demand.
Services Revenues. Our services revenues for the six months ended June 30, 2008 increased $4.6
million, or 15.5%, to $34.3 million from $29.7 million for the same period last year. Total
services revenues for the current year period related to Burress were $3.6 million. The remaining
increase is primarily attributable to increased customer demand.
Non-Segmented Other Revenues. Our non-segmented other revenues consisted primarily of
equipment support activities including transportation, hauling, parts freight and damage waiver
charges. For the six months ended June 30, 2008, our other revenues increased $3.2 million, or
15.0%, over the same period last year. Total non-segmented other revenues for the current year
period related to Burress were $1.7 million. The remaining increase is primarily due to an increase
in the volume in these services in conjunction with the revenue growth of our primary business
activities.
Gross Profit.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
Total |
|
|
Total |
|
|
|
June 30, |
|
|
Dollar |
|
|
Percentage |
|
|
|
2008 |
|
|
2007 |
|
|
Change |
|
|
Change |
|
|
|
(in thousands, except percentages) |
|
Segment Gross Profit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
70,023 |
|
|
$ |
66,480 |
|
|
$ |
3,543 |
|
|
|
5.3 |
% |
New equipment sales |
|
|
23,628 |
|
|
|
18,883 |
|
|
|
4,745 |
|
|
|
25.1 |
% |
Used equipment sales |
|
|
21,181 |
|
|
|
16,813 |
|
|
|
4,368 |
|
|
|
26.0 |
% |
Parts sales |
|
|
17,155 |
|
|
|
13,758 |
|
|
|
3,397 |
|
|
|
24.7 |
% |
Services revenues |
|
|
21,894 |
|
|
|
18,954 |
|
|
|
2,940 |
|
|
|
15.5 |
% |
Non-Segmented gross profit (loss) |
|
|
(594 |
) |
|
|
2,033 |
|
|
|
(2,627 |
) |
|
|
(129.2 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross profit |
|
$ |
153,287 |
|
|
$ |
136,921 |
|
|
$ |
16,366 |
|
|
|
12.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Gross Profit. Our total gross profit was $153.3 million for the six months ended June
30, 2008 compared to $136.9 million for the six months ended June 30, 2007, an increase of $16.4
million, or 12.0%. Total gross profit in the current period related to Burress was $10.3 million.
Total gross profit margin for the six months ended June 30, 2008 was 29.0%, a decrease of 1.9% from
the 30.9% gross profit margin for the same three month period in 2007. Total gross profit margin in
the current period related to Burress was 15.1%. Our overall gross profit increase and gross profit
margin decline are further described below:
Equipment Rentals Gross Profit. Our gross profit from equipment rentals for the six months
ended June 30, 2008 increased $3.5 million, or 5.3%, to approximately $70.0 million from $66.5
million in the same period in 2007. The overall increase is primarily a result of a $13.6 million
increase in rental revenues, which was offset by a $1.3 million net increase in rental expenses and
an $8.8 million increase in rental equipment depreciation expense. The increase in rental expenses
is the result of increases in maintenance and repair costs and other costs as a result of
maintaining a larger rental fleet in the current year six month period. As a percentage of
equipment rental revenues, maintenance and repair costs were 12.3% in 2008, down 0.5% from 12.8% in
the prior year. The increase in current year rental depreciation expense is the result of the
higher depreciation expense associated with a larger rental fleet size, including the Burress
rental fleet and the impact of higher fleet replacement costs to de-age the fleet. Gross profit
margin in 2008 was 47.8%, down 2.3% from 50.1% in the same period last year. This gross profit
margin decline is primarily due to higher cost of sales related to depreciation expense combined
with the comparative decline in our average rental rates. Rental depreciation expense as a
percentage of total equipment rental revenues was 35.8% and 32.9% for the six month periods ended
June 30, 2008 and 2007, respectively. Burress rental operations realized a total gross profit in
the current period of $0.5 million, resulting in a 7.0% gross margin.
New Equipment Sales Gross Profit. Our new equipment sales gross profit for the six months
ended June 30, 2008 increased $4.7 million, or 25.1%, to $23.6 million compared to $18.9 million
for the same period in 2007. Burress new equipment sales contributed $4.4 million of the gross
profit increase for the six month period ended June 30, 2008. The remaining increase in new
equipment sales gross profit is primarily attributable to higher new crane sales revenues from
increased demand during the current year period, which was partially offset by a decrease in gross
profit realized on earthmoving equipment and aerial work platforms. Gross profit margin in 2008 was
13.4%, an increase of 0.5% from 12.9% in the same period last year. The increase in comparative
gross margin realized in
37
the current year period is largely the result of improved margins on crane sales due to higher
comparative market demand for crane equipment and the product mix of equipment sold. Burress gross
profit margin realized in the current year period was approximately 13.5%.
Used Equipment Sales Gross Profit. Our used equipment sales gross profit for the six months
ended June 30, 2008 increased $4.4 million, or 26.0%, to $21.2 million from the $16.8 million for
the same period in 2007. Gross profit on sales of used cranes and used aerial work platform
equipment substantially accounted for all of the gross profit increase. Gross profit on Burress
used equipment sales was $1.2 million for the six month period ended June 30, 2008. Gross profit
margin in 2008 was 23.9%, down 1.7% from 25.6% in the same period last year. The decline in gross
profit margin is due to higher used equipment book values that resulted from the fair values
assigned to Burress used equipment in purchase accounting as of the acquisition date. Burress used
equipment gross profit margin for the current period was 8.4%. Our used equipment sales from the
rental fleet for the current year period were approximately 138.0% of net book value compared to
139.6% for the six month period ended June 30, 2007.
Parts Sales Gross Profit. For the six months ended June 30, 2008, our parts sales revenue
gross profit increased approximately $3.4 million, or 24.7%, to $17.2 million from $13.8 million
for the same period in 2007, of which Burress contributed $2.5 million of the increase in the
current period. Gross profit margin in 2008 was 29.5%, an increase of 0.3% from 29.2% in the same
period last year, as a result of the mix of parts sold. Gross profit margin in 2008 related to
Burress parts sales was 28.3%.
Services Revenues Gross Profit. For the six months ended June 30, 2008, our services revenues
gross profit increased approximately $3.0 million, or 15.5%, to $21.9 million from approximately
$18.9 million for the same period in 2007. Burress contributed $2.3 million of gross profit related
to parts sales in current period. Gross profit margin was 63.8% for each of the six month periods
ended June 30, 2008 and 2007. Gross profit margin in 2008 related to Burress service revenues was
62.8%.
Non-Segmented Other Revenues Gross Profit (Loss). For the six months ended June 30, 2008, our
non-segmented other revenues realized a gross loss of $(0.6) million, a decrease of $2.6 million,
or (129.2)%, compared to a gross profit of $2.0 million for the six months ended June 30, 2007,
reflecting increased costs associated with the movement of fleet and higher fuel costs. Burress
non-segmented other revenues realized a $0.6 million gross loss. Gross loss margin was (2.4)% in
the current year period, down 11.9% from a 9.5% gross profit margin in the comparable period last
year. Burress gross loss margin in the current year period was (33.5)%.
Selling, General and Administrative Expenses. SG&A expenses increased $17.0 million, or 22.5%,
to $92.5 million for the six months ended June 30, 2008 compared to $75.5 million for the same
period last year. As a percent of total revenues, SG&A expenses were 17.5% for the six months ended
June 30, 2008, an increase of 0.5% from 17.0% in the prior year. Included in six months ended June
30, 2008, SG&A is approximately $9.1 million of Burress SG&A costs and an additional $1.5 million
of expense associated with the amortization of the intangible assets acquired in the Burress
acquisition (see notes 3 and 4 to the condensed consolidated financial statements for further
information on the Burress acquisition and the acquired intangible assets). The remaining
increase, exclusive of Burress, is primarily related to a $5.4 million increase in employee
salaries and wages and related employee expenses and a $0.9 million increase in facility related
expenses, primarily rent expense. These increases reflect additional SG&A costs attributable to the
Companys revenue growth over the past year. Stock-based compensation expense was $0.6 million in
each of the six month periods ended June 30, 2008 and 2007.
Other Income (Expense). For the six months ended June 30, 2008, our net other expenses
increased by approximately $2.1 million to $19.2 million compared to $17.1 million for the same
period in 2007. The $2.1 million increase is substantially the result of a $2.1 million net
increase in interest expense to $19.7 million for the six months ended June 30, 2008 compared to
$17.6 million for the same period last year. The net increase in interest expense is due to several
factors. Comparative interest expense incurred on our senior secured credit facility was
approximately $3.4 million higher in the current year period largely as a result of an increase in
our average borrowings under the senior secured credit facility compared to the prior year. Our
average borrowings for the six month period ended June 30, 2008 under the senior secured credit
facility were approximately $132.5 million compared to approximately $7.4 million for the six month
period ended June 30, 2007. The increase in interest expense on our senior secured credit facility
was partially offset by a $1.0 million decrease in interest expense on our manufacturing flooring
plan payables used to finance inventory purchases. Additionally, included in our prior year
interest expense is $0.3 million of interest expense related to our senior secured notes, which
were subsequently redeemed on July 31, 2007.
Income Taxes. Income tax expense for the six months ended June 30, 2008 decreased
approximately $1.8 million to $15.5 million compared to $17.3 million for the six months ended June
30, 2007. The effective income tax rate for the six months ended June 30, 2008 was 37.1% compared
to 38.8% for the six months ended June 30, 2007. The 1.7% decrease is the result of various
discrete items recorded in the prior year. Based on available evidence, both positive and negative,
we believe it is more likely than not
38
that our deferred tax assets at June 30, 2008 are fully realizable through future reversals of
existing taxable temporary differences and future taxable income, and are not subject to any
limitations.
Liquidity and Capital Resources
Cash flow from operating activities. Our cash provided by operating activities for the six
months ended June 30, 2008 was $49.6 million. Our reported net income of $26.3 million, which, when
adjusted for non-cash expense items, such as depreciation and amortization, deferred income taxes,
provision for losses on accounts receivable, stock-based compensation expense, and net gains on the
sale of long-lived assets, provided positive cash flows of approximately $83.6 million. These cash
flows from operating activities were also positively impacted by a decrease of $3.5 million in net
accounts receivable, a decrease of $0.3 million in prepaid expenses and other assets and a $10.0
million increase in accounts payable. Partially offsetting these positive cash flows were increases
in our inventories of $36.5 million, reflecting the growth in our inventories over the last year, a
$10.4 million decrease in manufacturing flooring plans payable and a $0.9 million decrease in
accrued expenses and other liabilities.
For the six months ended June 30, 2007, our cash provided by operating activities was $49.8
million. Our reported net income of $27.4 million, which, when adjusted for non-cash expense
items, such as depreciation and amortization, deferred income taxes, provision for losses on
accounts receivable, stock-based compensation expense, and net gains on the sale of long-lived
assets, provided positive cash flows of approximately $77.5 million. These cash flows from
operating activities were also positively impacted by an increase of $32.8 million in accounts
payable, a net increase of $3.7 million in manufacturing flooring plans payable and a $4.4 million
increase in accrued expenses and other liabilities. Partially offsetting these positive cash flows
were increases in our inventories of $57.1 million, an increase of approximately $2.4 million in
prepaid expenses and other assets, a $7.7 million increase in net accounts receivable, and a $1.4
million decrease in deferred compensation payable.
Cash flow from investing activities. For the six months ended June 30, 2008, cash used in our
investing activities was approximately $14.6 million. This is a net result of a $5.3 million
payment to the Burress shareholders related to the Section 338 tax election pursuant to the
acquisition agreement (see note 3 to the condensed consolidated financial statements for further
information) combined with purchases of rental and non-rental equipment totaling $80.2 million,
which was partially offset by the proceeds from the sale of rental and non-rental equipment of
approximately $70.9 million. For the six months ended June 30, 2007, cash used in our investing
activities was approximately $14.0 million. This is a net result of purchases of rental and
non-rental equipment of $69.8 million, which was partially offset by proceeds from the sale of
rental and non-rental equipment totaling $55.8 million.
Cash flow from financing activities. For the six months ended June 30, 2008, cash used in our
financing activities was approximately $41.3 million. Our total borrowings during the period under
our senior secured credit facility were $536.1 million and total payments under the senior secured
credit facility in the same period were $544.1 million. We also purchased $33.1 million of treasury
stock, which included $32.9 million of stock repurchases under the Companys stock repurchase
program as further described in note 7 to the condensed consolidated financial statements and Item
2 of this Quarterly Report on Form 10-Q, and made payments under our related party obligation of
$0.2 million.
For the six months ended June 30, 2007, cash used in our financing activities was
approximately $10.2 million. Our total borrowings during the period under the amended senior
secured credit facility were $428.1 million and total payments under the amended senior secured
credit facility in the same period were $437.2 million. We also purchased $0.4 million of treasury
stock and made payments under our related party obligation of $0.2 million, while principal
payments on our notes payable were $0.4 million.
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. 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 September 2007, we completed the Burress acquisition (see
note 3 to the condensed consolidated financial statements for further information on this
acquisition). In the future, we may pursue additional strategic acquisitions. In addition, we may
use cash from working capital and/or borrowings under the senior secured credit facility to fund
repurchases of the Companys common stock pursuant to the Companys stock repurchase program, 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 June 30, 2008, we may purchase up to an additional $54.3
million of our common stock. In connection with the stock repurchase program, we amended our senior
secured credit facility to allow such stock
39
repurchase program, subject to certain restrictions. We anticipate that the above described
uses will be the principal demands on our cash in the future.
The amount of our future capital expenditures will depend on a number of factors including
general economic conditions and growth prospects. Our gross rental fleet capital expenditures for
the six months ended June 30, 2008 were $103.9 million, including $35.5 million of non-cash
transfers from new and used equipment to rental fleet inventory, to replace the rental fleet
equipment we sold during the period. Our gross property and equipment capital expenditures for the
six months ended June 30, 2008 were $11.7 million. We anticipate that our 2008 gross rental fleet
capital expenditures will be used to replace the rental fleet equipment we anticipate selling
during 2008. 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, if necessary, 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. As of August 4, 2008,
we had $205.7 million of available
borrowings under our senior secured credit facility, net of $7.0 million of outstanding letters of
credit.
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), 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 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. Given current economic and market conditions, including
the significant disruptions in the global capital markets, 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 indenture governing the senior unsecured notes, and the
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.
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.
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 3 to the condensed consolidated financial statements 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
40
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 our Annual Report on Form
10-K for the year ended December 31, 2007.
Contractual and Commercial Commitments
There have been no material changes from the information included in our Annual Report on Form
10-K for the year ended December 31, 2007.
Off-Balance Sheet Arrangements
There have been no material changes from the information included in our Annual Report on Form
10-K for the year ended December 31, 2007.
Item 3. 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 150 basis points as of
June 30, 2008. At June 30, 2008, we had $112.6 million of outstanding borrowings under our senior
secured credit facility. The interest rate in effect on those borrowings at June 30, 2008 was
approximately 4.9%. A 1.0% increase in the effective interest rate on our outstanding borrowings at
June 30, 2008 would increase our interest expense by approximately $1.1 million on an annualized
basis. We do not have significant exposure to changing interest rates as of June 30, 2008 on our
fixed-rate senior unsecured notes or on our other notes payable. Historically, we have not engaged
in derivatives or other financial instruments for trading, speculative or hedging purposes, though
we may do so from time to time if such instruments are available to us on acceptable terms and
prevailing market conditions are accommodating.
Item 4. Controls and Procedures.
Managements Quarterly Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information
required to be disclosed in the reports that we file or submit 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) and 15d-15(f) promulgated under the
Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly
Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal
financial officer have concluded that, as of June 30, 2008, our 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 rules and forms.
The design of any system of control is based upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in achieving its stated
objectives under all future events, no matter how remote, or that the degree of compliance with the
policies or procedures may not deteriorate. Because of its inherent limitations, disclosure
controls and procedures may not prevent or detect all misstatements. Accordingly, even effective
disclosure controls and procedures can only provide reasonable assurance of achieving their control
objectives.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal controls over financial reporting (as defined in
Exchange Act Rule 13a-15(f)) that occurred during the three month period ended June 30, 2008 that
have materially affected, or are reasonably likely to materially affect, the Companys internal
control over financial reporting.
41
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
We are party to various litigation matters, in most cases involving normal ordinary course and
routine claims incidental to our business. We cannot estimate with certainty our ultimate legal and
financial liability with respect to such pending matters. However, we believe, based on our
examination of such pending matters, that our ultimate liability for such matters will not have a
material adverse effect on our business, financial condition and/or operating results.
Item 1A. Risk Factors.
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you
should carefully consider the factors discussed in Part I, Item 1A Risk Factors, in our Annual
Report on Form 10-K for the year ended December 31, 2007, which could materially affect our
business, financial condition or future results. The risks described in our Annual Report on Form
10-K and in this Quarterly Report on Form 10-Q are not the only risks facing our Company.
Additional risks and uncertainties not currently known to us or that we currently deem to be
immaterial also may materially adversely affect our business, financial condition and/or operating
results.
There have been no material changes with respect to the Companys risk factors previously
disclosed on Form 10-K for the year ended December 31, 2007, except the addition of the following
risk factors:
Issues arising from the implementation of our new enterprise resource planning system could affect
our operating results and ability to manage our business effectively.
In the first quarter of 2008, we began the initial implementation phases of a new enterprise
resource planning, or ERP, system to enhance operating efficiencies and provide more effective
management of our business operations. Implementation of the new ERP system is expected to be
completed in early 2010. Implementing a new ERP system is costly and involves risks inherent in the
conversion to a new computer system, including loss of information, disruption to our normal
operations, changes in accounting procedures and internal control over financial reporting, as well
as problems achieving accuracy in the conversion of electronic data. Failure to properly or
adequately address these issues could result in increased costs, the diversion of managements and
employees attention and resources and could materially adversely affect our operating results,
internal control over financial reporting and ability to manage our business effectively. While the
ERP system is intended to improve and enhance our information systems, large scale implementation
of new information systems exposes us to the risks of starting up the new system and integrating that system with our existing systems and processes, including possible disruption of our financial
reporting, which could lead to a failure to make required filings under the federal securities laws
on a timely basis. In addition, if we fail to implement the ERP system or fail to implement the ERP
system successfully, we will continue to rely on our current ERP and other information systems.
Further, if we were to discontinue and abandon the ERP system implementation before completion,
costs incurred on the implementation that are currently included in Property and Equipment on the
Companys consolidated balance sheet and termination costs, if any, would be charged through
operations, which could have a significant impact on our reported net earnings in the period
recognized.
If our goodwill becomes impaired, we will be required to recognize a noncash charge which could
negatively affect our results of operations and financial position.
When we acquire a business, we record goodwill equal to the excess of the amount we pay for
the business, including liabilities assumed, over the fair value of the tangible and intangible
assets of the business we acquire. At June 30, 2008, we had recorded goodwill of $58.9 million,
which represented approximately 5.8% of our total assets. In accordance with Statement of Financial
Accounting Standard No. 142, Goodwill and Other Intangible Assets (FAS 142), we test goodwill
for impairment on October 1 of each year, and on an interim date if factors or indicators become
apparent that would require an interim test. As further discussed in note 4 to the condensed
consolidated financial statements, we conducted an interim goodwill impairment test as of June 30,
2008, which resulted in no impairment charge. However, we may be required to recognize impairments
in the future if there is a downward revision in the present value of our estimated future cash
flows for a reporting unit resulting in an impairment of goodwill under FAS 142 and a noncash
charge would be required. A downward revision in the present value of estimated future cash flows
could be caused by a number of factors, including, among others, adverse changes in the business
climate, negative industry or economic trends, decline in performance in our industry sector,
decline in market multiples for competitors and a significant drop in our stock price. In addition,
our estimates regarding future cash flows are inherently uncertain and changes in our underlying
assumptions could materially affect the determination of fair value and/or goodwill impairment. We
can provide no assurance that a material impairment charge will not occur in a future period. Such
a charge could negatively affect our results of operations and financial position.
42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
The following table provides information with respect to the Companys repurchases of its
common stock during the three months ended June 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
|
|
|
Total |
|
|
|
|
|
Shares Purchased as |
|
Approximate Dollar |
|
|
Number of |
|
Average |
|
Part of Publicly |
|
Value That May Yet Be |
|
|
Shares |
|
Price Paid |
|
Announced |
|
Purchased Under the |
|
|
Purchased |
|
per Share |
|
Program(1) |
|
Program(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 1, 2008 to April 30, 2008 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
67,835,224 |
|
May 1, 2008 to May 31, 2008 |
|
|
148,207 |
|
|
$ |
13.25 |
|
|
|
2,063,080 |
|
|
$ |
65,871,222 |
|
June 1, 2008 to June 30, 2008 |
|
|
815,672 |
|
|
$ |
14.23 |
|
|
|
2,878,752 |
|
|
$ |
54,261,334 |
|
|
|
|
(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 purchases at
prevailing prices or through privately negotiated transactions as conditions permit, up to
$100 million of the Companys outstanding common stock. See also note 7 to the condensed
consolidated financial statements in this Quarterly Report on Form 10-Q for further
information. |
Item 3. Defaults upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
During the quarter ended June 30, 2008, the following matters were submitted by the Company to
a vote of its security holders at the 2008 Annual Meeting of the Stockholders of the Company held
on June 3, 2008. The proposals and results of the vote on the proposals were as follows:
(1) Election of seven members to our Board of Directors, each for a one-year term;
|
|
|
|
|
|
|
|
|
|
|
For |
|
Withheld |
|
|
|
|
|
|
|
|
|
Mr. Bagley |
|
|
33,159,236 |
|
|
|
1,155,465 |
|
Mr. Engquist |
|
|
33,157,986 |
|
|
|
1,156,715 |
|
Mr. Alessi |
|
|
33,646,688 |
|
|
|
668,013 |
|
Mr. Arnold |
|
|
33,650,376 |
|
|
|
664,325 |
|
Mr. Bruckmann |
|
|
33,158,698 |
|
|
|
1,156,003 |
|
Mr. Karlson |
|
|
33,650,376 |
|
|
|
664,325 |
|
Mr. Sawyer |
|
|
33,651,026 |
|
|
|
663,675 |
|
(2) A proposal to ratify the appointment of BDO Seidman, LLP as our Independent Registered
Public Accounting Firm;
|
|
|
|
|
For |
|
|
34,236,822 |
|
Against |
|
|
12,342 |
|
Abstain |
|
|
65,537 |
|
43
Item 5. Other Information.
None.
Item 6. Exhibits.
A. Exhibits
|
31.1 |
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
|
|
31.2 |
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
|
|
32.1 |
|
Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (furnished herewith). |
44
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
H&E EQUIPMENT SERVICES, INC.
|
|
Dated: August 7, 2008 |
By: |
/s/ John M. Engquist
|
|
|
|
John M. Engquist |
|
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
|
|
|
|
|
Dated: August 7, 2008 |
By: |
/s/ Leslie S. Magee
|
|
|
|
Leslie S. Magee |
|
|
|
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer) |
|
45
EXHIBIT INDEX
31.1 |
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
|
31.2 |
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
|
32.1 |
|
Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (furnished herewith). |
46
exv31w1
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a)
AS ADOPTED 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 quarterly report on Form 10-Q of H&E Equipment Services, Inc.; |
|
2. |
|
Based on my knowledge, this quarterly 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 quarterly 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
quarterly 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-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) 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 control over
financial reporting which are reasonably likely to adversely affect the registrants
ability to record, process, summarize and report financial information; 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: August 7, 2008 |
By: |
/s/ John M. Engquist
|
|
|
|
John M. Engquist |
|
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
|
47
exv31w2
Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a)
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Leslie S. Magee, Chief Financial Officer and Secretary of H&E Equipment Services, Inc., certify
that:
1. |
|
I have reviewed this quarterly report on Form 10-Q of H&E Equipment Services, Inc.; |
|
2. |
|
Based on my knowledge, this quarterly 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 quarterly 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
quarterly 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-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) |
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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; |
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(b) |
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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; |
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(c) |
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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 |
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(d) |
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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. |
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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): |
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(a) |
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all significant deficiencies in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrants
ability to record, process, summarize and report financial information; and |
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(b) |
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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. |
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Dated: August 7, 2008 |
By: |
/s/ Leslie S. Magee
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Leslie S. Magee |
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Chief Financial Officer and Secretary
(Principal Financial Officer) |
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48
exv32w1
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of H&E Equipment Services, Inc. (the Company) on
Form 10-Q for the period ending June 30, 2008 as filed with the Securities and Exchange Commission
on the date hereof (the Report), John M. Engquist, President and Chief Executive Officer of the
Company, and Leslie S. Magee, Chief Financial Officer and Secretary 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:
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(1) |
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and |
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(2) |
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the information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company. |
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Dated: August 7, 2008 |
By: |
/s/ John M. Engquist
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John M. Engquist |
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President and Chief Executive Officer
(Principal Executive Officer) |
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Dated: August 7, 2008 |
By: |
/s/ Leslie S. Magee
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Leslie S. Magee |
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Chief Financial Officer and Secretary
(Principal Financial Officer) |
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49