e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
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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 September 30, 2011.
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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
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81-0553291 |
(State or Other Jurisdiction of Incorporation or Organization)
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(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 has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes 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):
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Large Accelerated Filer o
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Accelerated Filer þ
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Non-Accelerated Filer o
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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
As of October 31, 2011, there were 35,086,534 shares of H&E Equipment Services, Inc. common
stock, $0.01 par value, outstanding.
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
SEPTEMBER 30, 2011
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 to 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 and industrial activity in the markets
where we operate in North America, as well as the depth and duration of the recent
macroeconomic downturn and related decreases in construction and industrial activities,
which may continue to significantly affect our revenues and operating results; |
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the impact of conditions in the global credit markets and their effect on
construction spending and the economy in general; |
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relationships with new equipment suppliers; |
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increased maintenance and repair costs as we age our fleet and decreases in our
equipments residual value; |
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our indebtedness; |
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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; |
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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 Risk Factors in our Annual Report on Form 10-K for the
year ended December 31, 2010. |
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 risks and uncertainties, see Item 1A
Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2010, 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 IFINANCIAL 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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September 30, |
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December 31, |
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2011 |
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2010 |
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(Unaudited) |
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ASSETS |
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Cash |
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$ |
4,894 |
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$ |
29,149 |
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Receivables, net of allowance for doubtful accounts of $5,512 and $6,004,
respectively |
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99,737 |
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99,139 |
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Inventories, net of reserves for obsolescence of $1,109 and $1,105, respectively |
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77,272 |
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72,156 |
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Prepaid expenses and other assets |
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5,501 |
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8,679 |
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Rental equipment, net of accumulated depreciation of $273,269 and $254,662,
respectively |
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447,425 |
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426,637 |
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Property and equipment, net of accumulated depreciation and amortization of $61,107
and $53,941, respectively |
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59,584 |
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57,186 |
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Deferred financing costs, net of accumulated amortization of $11,497 and $10,456,
respectively |
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5,986 |
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7,027 |
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Intangible assets, net of accumulated amortization of $697 and $3,050, respectively |
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92 |
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429 |
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Goodwill |
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34,019 |
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34,019 |
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Total assets |
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$ |
734,510 |
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$ |
734,421 |
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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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$ |
13,580 |
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$ |
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Accounts payable |
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60,086 |
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58,437 |
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Manufacturer flooring plans payable |
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62,911 |
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75,058 |
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Accrued expenses payable and other liabilities |
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31,298 |
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35,999 |
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Senior unsecured notes |
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250,000 |
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250,000 |
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Capital leases payable |
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2,643 |
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2,754 |
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Deferred income taxes |
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55,988 |
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55,919 |
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Deferred compensation payable |
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1,992 |
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2,004 |
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Total liabilities |
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478,498 |
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480,171 |
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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, $0.01 par value, 175,000,000 shares authorized; 38,808,941 and
38,699,666 shares issued at September 30, 2011 and December 31, 2010, respectively,
and 35,086,534 and 35,029,804 shares outstanding at September 30, 2011 and December
31, 2010, respectively |
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387 |
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386 |
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Additional paid-in capital |
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210,362 |
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209,111 |
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Treasury stock at cost, 3,722,407 and 3,669,862 shares of common stock held at
September 30, 2011 and December 31, 2010, respectively |
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(56,884 |
) |
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(56,330 |
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Retained earnings |
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102,147 |
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101,083 |
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Total stockholders equity |
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256,012 |
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254,250 |
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Total liabilities and stockholders equity |
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$ |
734,510 |
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$ |
734,421 |
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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 OPERATIONS
(Unaudited)
(Amounts in thousands, except per share amounts)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2011 |
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2010 |
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2011 |
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2010 |
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Revenues: |
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Equipment rentals |
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$ |
61,190 |
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$ |
48,272 |
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$ |
165,440 |
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$ |
126,400 |
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New equipment sales |
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46,543 |
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47,697 |
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133,629 |
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103,952 |
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Used equipment sales |
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27,172 |
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14,700 |
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65,655 |
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46,062 |
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Parts sales |
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24,647 |
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22,599 |
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71,166 |
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65,013 |
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Services revenues |
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14,191 |
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12,412 |
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40,072 |
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36,466 |
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Other |
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10,546 |
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8,164 |
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27,570 |
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21,643 |
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Total revenues |
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184,289 |
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153,844 |
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503,532 |
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399,536 |
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Cost of revenues: |
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Rental depreciation |
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22,076 |
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19,628 |
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64,146 |
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58,260 |
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Rental expense |
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12,176 |
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10,552 |
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34,484 |
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29,171 |
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New equipment sales |
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41,123 |
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42,979 |
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118,271 |
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93,992 |
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Used equipment sales |
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20,824 |
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11,083 |
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50,444 |
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35,690 |
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Parts sales |
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18,073 |
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16,710 |
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52,174 |
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47,804 |
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Services revenues |
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5,451 |
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|
5,177 |
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15,499 |
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|
13,805 |
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Other |
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10,825 |
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9,795 |
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31,862 |
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26,630 |
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Total cost of revenues |
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130,548 |
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115,924 |
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366,880 |
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305,352 |
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Gross profit |
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53,741 |
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37,920 |
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136,652 |
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94,184 |
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Selling, general and administrative expenses |
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39,042 |
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36,594 |
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114,681 |
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109,233 |
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Gain on sales of property and equipment, net |
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372 |
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125 |
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521 |
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324 |
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Income (loss) from operations |
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15,071 |
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1,451 |
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22,492 |
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(14,725 |
) |
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Other income (expense): |
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Interest expense |
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(7,222 |
) |
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(7,287 |
) |
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(21,607 |
) |
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(21,781 |
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Other, net |
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118 |
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10 |
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626 |
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166 |
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Total other expense, net |
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(7,104 |
) |
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(7,277 |
) |
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(20,981 |
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(21,615 |
) |
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Income (loss) before provision for income taxes |
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7,967 |
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(5,826 |
) |
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1,511 |
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(36,340 |
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Provision (benefit) for income taxes |
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3,119 |
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(2,046 |
) |
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447 |
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(13,389 |
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Net income (loss) |
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$ |
4,848 |
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$ |
(3,780 |
) |
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$ |
1,064 |
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$ |
(22,951 |
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Net income (loss) per common share: |
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Basic |
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$ |
0.14 |
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$ |
(0.11 |
) |
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$ |
0.03 |
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$ |
(0.66 |
) |
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Diluted |
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$ |
0.14 |
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$ |
(0.11 |
) |
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$ |
0.03 |
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$ |
(0.66 |
) |
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Weighted average common shares outstanding: |
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Basic |
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34,804 |
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34,700 |
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34,743 |
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34,656 |
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Diluted |
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|
34,860 |
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34,700 |
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34,884 |
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|
34,656 |
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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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Nine Months Ended |
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September 30, |
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2011 |
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2010 |
|
Cash flows from operating activities: |
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Net income (loss) |
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$ |
1,064 |
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$ |
(22,951 |
) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
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Depreciation and amortization on property and equipment |
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|
9,310 |
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|
9,946 |
|
Depreciation on rental equipment |
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|
64,146 |
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|
58,260 |
|
Amortization of loan discounts and deferred financing costs |
|
|
1,042 |
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|
1,060 |
|
Amortization of intangible assets |
|
|
337 |
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|
|
435 |
|
Provision for losses on accounts receivable |
|
|
2,186 |
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|
|
2,425 |
|
Provision for inventory obsolescence |
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|
170 |
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|
192 |
|
Decrease in deferred income taxes |
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|
69 |
|
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|
(11,443 |
) |
Stock-based compensation expense |
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|
994 |
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|
741 |
|
Gain on sales of property and equipment, net |
|
|
(521 |
) |
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|
(324 |
) |
Gain on sales of rental equipment, net |
|
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(14,103 |
) |
|
|
(9,327 |
) |
Changes in operating assets and liabilities: |
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Receivables, net |
|
|
(2,784 |
) |
|
|
(28,390 |
) |
Inventories, net |
|
|
(32,985 |
) |
|
|
(24,092 |
) |
Prepaid expenses and other assets |
|
|
3,177 |
|
|
|
(2,246 |
) |
Accounts payable |
|
|
1,649 |
|
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|
33,076 |
|
Manufacturer flooring plans payable |
|
|
(12,147 |
) |
|
|
(17,365 |
) |
Accrued expenses payable and other liabilities |
|
|
(4,700 |
) |
|
|
(4,039 |
) |
Deferred compensation payable |
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|
(12 |
) |
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|
47 |
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Net cash provided by (used in) operating activities |
|
|
16,892 |
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|
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(13,995 |
) |
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Cash flows from investing activities: |
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|
|
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|
|
|
|
Purchases of property and equipment |
|
|
(11,950 |
) |
|
|
(3,262 |
) |
Purchases of rental equipment |
|
|
(90,669 |
) |
|
|
(31,942 |
) |
Proceeds from sales of property and equipment |
|
|
763 |
|
|
|
434 |
|
Proceeds from sales of rental equipment |
|
|
47,537 |
|
|
|
34,705 |
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(54,319 |
) |
|
|
(65 |
) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Excess tax benefit from stock-based awards |
|
|
257 |
|
|
|
|
|
Purchases of treasury stock |
|
|
(554 |
) |
|
|
(212 |
) |
Borrowings on senior secured credit facility |
|
|
352,711 |
|
|
|
|
|
Payments on senior secured credit facility |
|
|
(339,131 |
) |
|
|
|
|
Payments on deferred financing costs |
|
|
|
|
|
|
(2,888 |
) |
Payments of capital lease obligations |
|
|
(111 |
) |
|
|
(1,320 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
13,172 |
|
|
|
(4,420 |
) |
|
|
|
|
|
|
|
Net decrease in cash |
|
|
(24,255 |
) |
|
|
(18,480 |
) |
Cash, beginning of period |
|
|
29,149 |
|
|
|
45,336 |
|
|
|
|
|
|
|
|
Cash, end of period |
|
$ |
4,894 |
|
|
$ |
26,856 |
|
|
|
|
|
|
|
|
6
H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
(Unaudited)
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
|
2011 |
|
|
2010 |
|
Supplemental schedule of noncash investing and financing activities: |
|
|
|
|
|
|
|
|
Noncash asset purchases: |
|
|
|
|
|
|
|
|
Assets transferred from new and used inventory to rental fleet |
|
$ |
27,699 |
|
|
$ |
26,415 |
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
25,793 |
|
|
$ |
25,925 |
|
|
|
|
|
|
|
|
Income taxes paid, net of refunds received |
|
$ |
(1,635 |
) |
|
$ |
64 |
|
|
|
|
|
|
|
|
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., collectively referred
to herein as we or us or our or the Company.
The accompanying unaudited interim condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant to such regulations. In the
opinion of management, all adjustments (consisting of all normal and recurring adjustments)
considered necessary for a fair presentation have been included. Operating results for the three
and nine months ended September 30, 2011 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2011, 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, 2010, from which the balance sheet amounts as of December 31, 2010 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 work 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, 2010.
During the three and nine month periods ended September 30, 2011, there were no significant changes
to those accounting policies.
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 amounts of assets and
liabilities and related disclosures at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reported period. These assumptions and
estimates could have a material effect on our condensed consolidated financial statements. Actual
results may differ materially from those estimates. We review our estimates on an ongoing
8
basis based on information currently available, and changes in facts and circumstances may
cause us to revise these estimates.
Recent Accounting Pronouncements
In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements
(amendments to ASC 605, Revenue Recognition) (ASU 2009-13). ASU 2009-13 addresses how to
determine whether an arrangement involving multiple deliverables contains more than one unit of
accounting and requires entities to allocate revenue in an arrangement containing more than one
unit of accounting using estimated selling prices of the delivered goods and services based on a
selling price hierarchy. The amendments eliminate the residual method of revenue allocation and
require revenue to be allocated using the relative selling price method. We adopted the provisions
of ASU 2009-13 effective January 1, 2011, and such adoption did not have a material impact on our
condensed consolidated financial statements.
In December 2010, the FASB issued updated accounting guidance related to the calculation of
the carrying amount of a reporting unit when performing the first step of a goodwill impairment
test. More specifically, this update requires an entity to use an equity premise when performing
the first step of a goodwill impairment test and if a reporting unit has a zero or negative
carrying amount, the entity must assess and consider qualitative factors and whether it is more
likely than not that a goodwill impairment exists. The new accounting guidance became effective for
us on January 1, 2011 for impairment tests performed during fiscal 2011. We plan to adopt the new
disclosures in conjunction with our annual impairment test as of October 1, 2011, or sooner if
triggering events occurred and indicated that a goodwill impairment test should be performed. However, as we
currently do not have any reporting units with a zero or negative carrying amount, we do not expect
the application of this guidance to have an impact on our consolidated financial statements.
In
September 2011, the FASB issued ASU 2011-08, IntangiblesGoodwill and Other (Topic 350)Testing Goodwill for Impairment
(ASU 2011-08), to allow entities to first use a qualitative approach to test goodwill for impairment.
ASU 2011-08 permits an entity to first perform a qualitative assessment to determine whether it is
more likely than not that the fair value of a reporting unit is less than its carrying value. If it
is concluded that this is the case, the currently prescribed two-step
goodwill impairment test must be performed. Otherwise, the two-step goodwill impairment test is not required.
Entities are not required to perform the qualitative assessment and are permitted to skip the
qualitative assessment for any reporting unit in any period and
proceed directly to Step 1 of the two-step goodwill impairment
test. ASU 2011-08 is effective for us in fiscal 2012 and earlier adoption is permitted. Adoption of
this guidance is not expected to have a material effect on the Companys consolidated financial
statements.
(3) Fair Value of Financial Instruments
The carrying value of financial instruments reported in our accompanying condensed
consolidated balance sheets for cash, accounts receivable, accounts payable and accrued expenses
payable and other liabilities approximate fair value due to the immediate or short-term nature or
maturity of these financial instruments. The determination of the fair value of our letters of
credit is based on fees currently charged for similar agreements. The carrying amounts and fair
values of our other financial instruments subject to fair value disclosures have been calculated
based upon market quotes and present value calculations based on our current estimated incremental
borrowing rates for similar types of borrowing arrangements, which are presented in the table below
(amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, 2011 |
|
|
|
Carrying |
|
|
Fair |
|
|
|
Amount |
|
|
Value |
|
Manufacturer flooring plans payable with interest computed at 7.00% |
|
$ |
62,911 |
|
|
$ |
50,941 |
|
Senior unsecured notes with interest compounded at 8.375% |
|
|
250,000 |
|
|
|
250,000 |
|
Capital leases payable with interest computed at 5.929% to 9.55% |
|
|
2,643 |
|
|
|
2,251 |
|
Letters of credit |
|
|
|
|
|
|
192 |
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2010 |
|
|
|
Carrying |
|
|
Fair |
|
|
|
Amount |
|
|
Value |
|
Manufacturer flooring plans payable with interest computed at 7.00% |
|
$ |
75,058 |
|
|
$ |
63,105 |
|
Senior unsecured notes with interest compounded at 8.375% |
|
|
250,000 |
|
|
|
251,250 |
|
Capital leases payable with interest computed at 5.929% to 9.55% |
|
|
2,754 |
|
|
|
2,199 |
|
Letters of credit |
|
|
|
|
|
|
216 |
|
9
(4) Stockholders Equity
The following table summarizes the activity in Stockholders Equity for the nine month period
ended September 30, 2011 (amounts in thousands, except share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
Common Stock |
|
|
Paid-in |
|
|
Treasury |
|
|
Retained |
|
|
Stockholders |
|
|
|
Shares Issued |
|
|
Amount |
|
|
Capital |
|
|
Stock |
|
|
Earnings |
|
|
Equity |
|
Balances at December 31, 2010 |
|
|
38,699,666 |
|
|
$ |
386 |
|
|
$ |
209,111 |
|
|
$ |
(56,330 |
) |
|
$ |
101,083 |
|
|
$ |
254,250 |
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
994 |
|
|
|
|
|
|
|
|
|
|
|
994 |
|
Tax benefits associated with
stock-based awards |
|
|
|
|
|
|
|
|
|
|
257 |
|
|
|
|
|
|
|
|
|
|
|
257 |
|
Issuance of common stock
|
|
|
109,275 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Repurchase of 42,016 shares of
restricted common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(554 |
) |
|
|
|
|
|
|
(554 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,064 |
|
|
|
1,064 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at September 30, 2011 |
|
|
38,808,941 |
|
|
$ |
387 |
|
|
$ |
210,362 |
|
|
$ |
(56,884 |
) |
|
$ |
102,147 |
|
|
$ |
256,012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) Stock-Based Compensation
We account for our stock-based compensation plan using the fair value recognition provisions
of ASC 718, Stock Compensation (ASC 718). Under the provisions of ASC 718, stock-based
compensation is measured at the grant date, based on the calculated fair value of the award, and is
recognized as an expense over the requisite employee service period (generally the vesting period
of the grant). Shares available for future stock-based payment awards under our 2006 Stock-Based
Incentive Compensation Plan were 3,829,079 shares as of September 30, 2011.
Non-vested Stock
The following table summarizes our non-vested stock activity for the nine month period ended
September 30, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
|
Grant Date Fair |
|
|
|
Number of Shares |
|
|
Value |
|
Non-vested stock at December 31, 2010 |
|
|
329,937 |
|
|
$ |
8.57 |
|
Granted |
|
|
109,275 |
|
|
$ |
14.46 |
|
Vested |
|
|
(148,252 |
) |
|
$ |
8.69 |
|
Forfeited |
|
|
(10,529 |
) |
|
$ |
9.37 |
|
|
|
|
|
|
|
|
|
Non-vested stock at September 30, 2011 |
|
|
280,431 |
|
|
$ |
10.77 |
|
|
|
|
|
|
|
|
|
As of September 30, 2011, we had unrecognized compensation expense of approximately $2.4
million related to non-vested stock that we expect to be recognized over a weighted-average period
of 2.2 years. The following table summarizes compensation expense related to non-vested stock,
which is included in selling, general and administrative expenses in the accompanying condensed
consolidated statements of operations for the three and nine months ended September 30, 2011 and
2010 (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
For the Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Compensation
expense |
|
$ |
334 |
|
|
$ |
301 |
|
|
$ |
994 |
|
|
$ |
732 |
|
Stock Options
At September 30, 2011, there is no unrecognized compensation expense as all stock option
awards have fully vested. The following table summarizes compensation expense included in selling,
general and administrative expenses in the accompanying condensed consolidated statements of
operations for the three and nine months ended September 30, 2011 and 2010 (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
For the Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Compensation
expense |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
9 |
|
10
The following table represents stock option activity for the nine month period ended September
30, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
|
Weighted Average |
|
|
Contractual Life |
|
|
|
Number of Shares |
|
|
Exercise Price |
|
|
In Years |
|
Outstanding options at December 31, 2010 |
|
|
51,000 |
|
|
$ |
24.80 |
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
Canceled, forfeited or expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding options at September 30, 2011 |
|
|
51,000 |
|
|
$ |
24.80 |
|
|
|
4.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at September 30, 2011 |
|
|
51,000 |
|
|
$ |
24.80 |
|
|
|
4.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The closing price of our common stock on September 30, 2011 was $8.25. All options
outstanding at September 30, 2011 have grant date fair values which exceed the September 30, 2011
closing stock price.
(6) Income (Loss) per Share
Income (loss) per common share for the three and nine month periods ended September 30, 2011
and 2010 are based on the weighted average number of common shares outstanding during the period.
The effects of potentially dilutive securities that are anti-dilutive are not included in the
computation of dilutive income (loss) per share. The following table sets forth the computation of
basic and diluted net income (loss) per common share for the three and nine month periods ended
September 30, 2011 and 2010 (amounts in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Basic net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
4,848 |
|
|
$ |
(3,780 |
) |
|
$ |
1,064 |
|
|
$ |
(22,951 |
) |
Weighted average number of shares of common stock
outstanding |
|
|
34,804 |
|
|
|
34,700 |
|
|
|
34,743 |
|
|
|
34,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share of common stock basic |
|
$ |
0.14 |
|
|
$ |
(0.11 |
) |
|
$ |
0.03 |
|
|
$ |
(0.66 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
4,848 |
|
|
$ |
(3,780 |
) |
|
$ |
1,064 |
|
|
$ |
(22,951 |
) |
Weighted average number of shares of common stock
outstanding |
|
|
34,804 |
|
|
|
34,700 |
|
|
|
34,743 |
|
|
|
34,656 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive non-vested restricted stock |
|
|
56 |
|
|
|
|
|
|
|
141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares of common stock
outstanding diluted |
|
|
34,860 |
|
|
|
34,700 |
|
|
|
34,884 |
|
|
|
34,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share of common stock diluted |
|
$ |
0.14 |
|
|
$ |
(0.11 |
) |
|
$ |
0.03 |
|
|
$ |
(0.66 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares excluded from the denominator as
anti-dilutive: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options |
|
|
51 |
|
|
|
51 |
|
|
|
51 |
|
|
|
51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested restricted stock |
|
|
52 |
|
|
|
167 |
|
|
|
|
|
|
|
224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7) Segment Information
We have identified five reportable segments: equipment rentals, new equipment sales, used
equipment sales, parts sales and service revenues. These segments are based upon how management of
the Company allocates resources and assesses performance. Non-segmented revenues and non-segmented
costs relate to equipment support activities including transportation, hauling, parts freight and
damage-waiver charges and are not allocated to the other reportable segments. There were no sales
between segments for any of the periods presented. Selling, general and administrative expenses as
well as all other income and expense items below gross profit are not generally allocated to
reportable segments.
11
We do not compile discrete financial information by segments other than the information
presented below. The following table presents information about our reportable segments (amounts in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
61,190 |
|
|
$ |
48,272 |
|
|
$ |
165,440 |
|
|
$ |
126,400 |
|
New equipment sales |
|
|
46,543 |
|
|
|
47,697 |
|
|
|
133,629 |
|
|
|
103,952 |
|
Used equipment sales |
|
|
27,172 |
|
|
|
14,700 |
|
|
|
65,655 |
|
|
|
46,062 |
|
Parts sales |
|
|
24,647 |
|
|
|
22,599 |
|
|
|
71,166 |
|
|
|
65,013 |
|
Services revenues |
|
|
14,191 |
|
|
|
12,412 |
|
|
|
40,072 |
|
|
|
36,466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segmented revenues |
|
|
173,743 |
|
|
|
145,680 |
|
|
|
475,962 |
|
|
|
377,893 |
|
Non-segmented revenues |
|
|
10,546 |
|
|
|
8,164 |
|
|
|
27,570 |
|
|
|
21,643 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
184,289 |
|
|
$ |
153,844 |
|
|
$ |
503,532 |
|
|
$ |
399,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit (Loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
26,938 |
|
|
$ |
18,092 |
|
|
$ |
66,810 |
|
|
$ |
38,969 |
|
New equipment sales |
|
|
5,420 |
|
|
|
4,718 |
|
|
|
15,358 |
|
|
|
9,960 |
|
Used equipment sales |
|
|
6,348 |
|
|
|
3,617 |
|
|
|
15,211 |
|
|
|
10,372 |
|
Parts sales |
|
|
6,574 |
|
|
|
5,889 |
|
|
|
18,992 |
|
|
|
17,209 |
|
Services revenues |
|
|
8,740 |
|
|
|
7,235 |
|
|
|
24,573 |
|
|
|
22,661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total segmented gross profit |
|
|
54,020 |
|
|
|
39,551 |
|
|
|
140,944 |
|
|
|
99,171 |
|
Non-segmented gross loss |
|
|
(279 |
) |
|
|
(1,631 |
) |
|
|
(4,292 |
) |
|
|
(4,987 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross profit |
|
$ |
53,741 |
|
|
$ |
37,920 |
|
|
$ |
136,652 |
|
|
$ |
94,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at |
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2011 |
|
|
2010 |
|
Segment identified assets: |
|
|
|
|
|
|
|
|
Equipment sales |
|
$ |
63,142 |
|
|
$ |
57,540 |
|
Equipment rentals |
|
|
447,425 |
|
|
|
426,637 |
|
Parts and services |
|
|
14,129 |
|
|
|
14,617 |
|
|
|
|
|
|
|
|
Total segment identified assets |
|
|
524,696 |
|
|
|
498,794 |
|
Non-segment identified assets |
|
|
209,814 |
|
|
|
235,627 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
734,510 |
|
|
$ |
734,421 |
|
|
|
|
|
|
|
|
The Company operates primarily in the United States and our sales to international customers
for the three and nine month periods ended September 30, 2011 were 1.5% and 2.4%, respectively, of
total revenues compared to 1.8% and 2.5% for the three and nine month periods ended September 30,
2010. No one customer accounted for more than 10% of our revenues on an overall or segment basis
for any of the periods presented.
12
(8) 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 Finance Corp., 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. are not included
within the condensed consolidating financial statements because H&E Finance Corp. has no assets or
operations. The condensed consolidating balance sheet amounts as of December 31, 2010 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, 2010.
CONDENSED CONSOLIDATING BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2011 |
|
|
|
H&E Equipment |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Services, Inc. |
|
|
Subsidiaries |
|
|
Elimination |
|
|
Consolidated |
|
|
|
|
|
|
|
(Amounts in thousands) |
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
4,894 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
4,894 |
|
Receivables, net |
|
|
86,197 |
|
|
|
13,540 |
|
|
|
|
|
|
|
99,737 |
|
Inventories, net |
|
|
64,045 |
|
|
|
13,227 |
|
|
|
|
|
|
|
77,272 |
|
Prepaid expenses and other assets |
|
|
5,349 |
|
|
|
152 |
|
|
|
|
|
|
|
5,501 |
|
Rental equipment, net |
|
|
360,530 |
|
|
|
86,895 |
|
|
|
|
|
|
|
447,425 |
|
Property and equipment, net |
|
|
49,097 |
|
|
|
10,487 |
|
|
|
|
|
|
|
59,584 |
|
Deferred financing costs, net |
|
|
5,986 |
|
|
|
|
|
|
|
|
|
|
|
5,986 |
|
Intangible assets, net |
|
|
|
|
|
|
92 |
|
|
|
|
|
|
|
92 |
|
Investment in guarantor subsidiaries |
|
|
(24,328 |
) |
|
|
|
|
|
|
24,328 |
|
|
|
|
|
Goodwill |
|
|
4,493 |
|
|
|
29,526 |
|
|
|
|
|
|
|
34,019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
556,263 |
|
|
$ |
153,919 |
|
|
$ |
24,328 |
|
|
$ |
734,510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts due on senior secured credit facility |
|
$ |
13,580 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
13,580 |
|
Accounts payable |
|
|
56,614 |
|
|
|
3,472 |
|
|
|
|
|
|
|
60,086 |
|
Manufacturer flooring plans payable |
|
|
62,791 |
|
|
|
120 |
|
|
|
|
|
|
|
62,911 |
|
Accrued expenses payable and other liabilities |
|
|
30,397 |
|
|
|
901 |
|
|
|
|
|
|
|
31,298 |
|
Intercompany balances |
|
|
(171,111 |
) |
|
|
171,111 |
|
|
|
|
|
|
|
|
|
Senior unsecured notes |
|
|
250,000 |
|
|
|
|
|
|
|
|
|
|
|
250,000 |
|
Capital lease payable |
|
|
|
|
|
|
2,643 |
|
|
|
|
|
|
|
2,643 |
|
Deferred income taxes |
|
|
55,988 |
|
|
|
|
|
|
|
|
|
|
|
55,988 |
|
Deferred compensation payable |
|
|
1,992 |
|
|
|
|
|
|
|
|
|
|
|
1,992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
300,251 |
|
|
|
178,247 |
|
|
|
|
|
|
|
478,498 |
|
Stockholders equity (deficit) |
|
|
256,012 |
|
|
|
(24,328 |
) |
|
|
24,328 |
|
|
|
256,012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
556,263 |
|
|
$ |
153,919 |
|
|
$ |
24,328 |
|
|
$ |
734,510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
CONDENSED CONSOLIDATING BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2010 |
|
|
|
H&E Equipment |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Services, Inc. |
|
|
Subsidiaries |
|
|
Elimination |
|
|
Consolidated |
|
|
|
|
|
|
|
(Amounts in thousands) |
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
29,149 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
29,149 |
|
Receivables, net |
|
|
87,629 |
|
|
|
11,510 |
|
|
|
|
|
|
|
99,139 |
|
Inventories, net |
|
|
57,698 |
|
|
|
14,458 |
|
|
|
|
|
|
|
72,156 |
|
Prepaid expenses and other assets |
|
|
8,479 |
|
|
|
200 |
|
|
|
|
|
|
|
8,679 |
|
Rental equipment, net |
|
|
339,644 |
|
|
|
86,993 |
|
|
|
|
|
|
|
426,637 |
|
Property and equipment, net |
|
|
47,301 |
|
|
|
9,885 |
|
|
|
|
|
|
|
57,186 |
|
Deferred financing costs, net |
|
|
7,027 |
|
|
|
|
|
|
|
|
|
|
|
7,027 |
|
Intangible assets, net |
|
|
|
|
|
|
429 |
|
|
|
|
|
|
|
429 |
|
Investment in guarantor subsidiaries |
|
|
(18,509 |
) |
|
|
|
|
|
|
18,509 |
|
|
|
|
|
Goodwill |
|
|
4,493 |
|
|
|
29,526 |
|
|
|
|
|
|
|
34,019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
526,911 |
|
|
$ |
153,001 |
|
|
$ |
18,509 |
|
|
$ |
734,421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
55,482 |
|
|
$ |
2,955 |
|
|
$ |
|
|
|
$ |
58,437 |
|
Manufacturer flooring plans payable |
|
|
74,882 |
|
|
|
176 |
|
|
|
|
|
|
|
75,058 |
|
Accrued expenses payable and other liabilities |
|
|
34,896 |
|
|
|
1,103 |
|
|
|
|
|
|
|
35,999 |
|
Intercompany balances |
|
|
(164,522 |
) |
|
|
164,522 |
|
|
|
|
|
|
|
|
|
Senior unsecured notes |
|
|
250,000 |
|
|
|
|
|
|
|
|
|
|
|
250,000 |
|
Capital lease payable |
|
|
|
|
|
|
2,754 |
|
|
|
|
|
|
|
2,754 |
|
Deferred income taxes |
|
|
55,919 |
|
|
|
|
|
|
|
|
|
|
|
55,919 |
|
Deferred compensation payable |
|
|
2,004 |
|
|
|
|
|
|
|
|
|
|
|
2,004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
308,661 |
|
|
|
171,510 |
|
|
|
|
|
|
|
480,171 |
|
Stockholders equity (deficit) |
|
|
254,250 |
|
|
|
(18,509 |
) |
|
|
18,509 |
|
|
|
254,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
562,911 |
|
|
$ |
153,001 |
|
|
$ |
18,509 |
|
|
$ |
734,421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2011 |
|
|
|
H&E Equipment |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Services, Inc. |
|
|
Subsidiaries |
|
|
Elimination |
|
|
Consolidated |
|
|
|
|
|
|
|
(Amounts in thousands) |
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
48,565 |
|
|
$ |
12,625 |
|
|
$ |
|
|
|
$ |
61,190 |
|
New equipment sales |
|
|
42,175 |
|
|
|
4,368 |
|
|
|
|
|
|
|
46,543 |
|
Used equipment sales |
|
|
22,471 |
|
|
|
4,701 |
|
|
|
|
|
|
|
27,172 |
|
Parts sales |
|
|
20,935 |
|
|
|
3,712 |
|
|
|
|
|
|
|
24,647 |
|
Services revenues |
|
|
12,411 |
|
|
|
1,780 |
|
|
|
|
|
|
|
14,191 |
|
Other |
|
|
8,610 |
|
|
|
1,936 |
|
|
|
|
|
|
|
10,546 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
155,167 |
|
|
|
29,122 |
|
|
|
|
|
|
|
184,289 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental depreciation |
|
|
17,328 |
|
|
|
4,748 |
|
|
|
|
|
|
|
22,076 |
|
Rental expense |
|
|
9,520 |
|
|
|
2,656 |
|
|
|
|
|
|
|
12,176 |
|
New equipment sales |
|
|
37,193 |
|
|
|
3,930 |
|
|
|
|
|
|
|
41,123 |
|
Used equipment sales |
|
|
16,882 |
|
|
|
3,942 |
|
|
|
|
|
|
|
20,824 |
|
Parts sales |
|
|
15,416 |
|
|
|
2,657 |
|
|
|
|
|
|
|
18,073 |
|
Services revenues |
|
|
4,786 |
|
|
|
665 |
|
|
|
|
|
|
|
5,451 |
|
Other |
|
|
8,580 |
|
|
|
2,245 |
|
|
|
|
|
|
|
10,825 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues |
|
|
109,705 |
|
|
|
20,843 |
|
|
|
|
|
|
|
130,548 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
|
21,717 |
|
|
|
5,221 |
|
|
|
|
|
|
|
26,938 |
|
New equipment sales |
|
|
4,982 |
|
|
|
438 |
|
|
|
|
|
|
|
5,420 |
|
Used equipment sales |
|
|
5,589 |
|
|
|
759 |
|
|
|
|
|
|
|
6,348 |
|
Parts sales |
|
|
5,519 |
|
|
|
1,055 |
|
|
|
|
|
|
|
6,574 |
|
Services revenues |
|
|
7,625 |
|
|
|
1,115 |
|
|
|
|
|
|
|
8,740 |
|
Other |
|
|
30 |
|
|
|
(309 |
) |
|
|
|
|
|
|
(279 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
45,462 |
|
|
|
8,279 |
|
|
|
|
|
|
|
53,741 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
32,217 |
|
|
|
6,825 |
|
|
|
|
|
|
|
39,042 |
|
Equity in loss of guarantor subsidiaries |
|
|
(759 |
) |
|
|
|
|
|
|
759 |
|
|
|
|
|
Gain on sales of property and equipment, net |
|
|
250 |
|
|
|
122 |
|
|
|
|
|
|
|
372 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
12,736 |
|
|
|
1,576 |
|
|
|
759 |
|
|
|
15,071 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(4,870 |
) |
|
|
(2,352 |
) |
|
|
|
|
|
|
(7,222 |
) |
Other, net |
|
|
101 |
|
|
|
17 |
|
|
|
|
|
|
|
118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expense, net |
|
|
(4,769 |
) |
|
|
(2,335 |
) |
|
|
|
|
|
|
(7,104 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
7,967 |
|
|
|
(759 |
) |
|
|
759 |
|
|
|
7,967 |
|
Income tax expense |
|
|
3,119 |
|
|
|
|
|
|
|
|
|
|
|
3,119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
4,848 |
|
|
$ |
(759 |
) |
|
$ |
759 |
|
|
$ |
4,848 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2010 |
|
|
|
H&E Equipment |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Services, Inc. |
|
|
Subsidiaries |
|
|
Elimination |
|
|
Consolidated |
|
|
|
|
|
|
|
(Amounts in thousands) |
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
37,617 |
|
|
$ |
10,655 |
|
|
$ |
|
|
|
$ |
48,272 |
|
New equipment sales |
|
|
44,125 |
|
|
|
3,572 |
|
|
|
|
|
|
|
47,697 |
|
Used equipment sales |
|
|
13,034 |
|
|
|
1,666 |
|
|
|
|
|
|
|
14,700 |
|
Parts sales |
|
|
19,055 |
|
|
|
3,544 |
|
|
|
|
|
|
|
22,599 |
|
Services revenues |
|
|
10,951 |
|
|
|
1,461 |
|
|
|
|
|
|
|
12,412 |
|
Other |
|
|
6,732 |
|
|
|
1,432 |
|
|
|
|
|
|
|
8,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
131,514 |
|
|
|
22,330 |
|
|
|
|
|
|
|
153,844 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental depreciation |
|
|
15,229 |
|
|
|
4,399 |
|
|
|
|
|
|
|
19,628 |
|
Rental expense |
|
|
8,371 |
|
|
|
2,181 |
|
|
|
|
|
|
|
10,552 |
|
New equipment sales |
|
|
39,841 |
|
|
|
3,138 |
|
|
|
|
|
|
|
42,979 |
|
Used equipment sales |
|
|
9,839 |
|
|
|
1,244 |
|
|
|
|
|
|
|
11,083 |
|
Parts sales |
|
|
14,115 |
|
|
|
2,595 |
|
|
|
|
|
|
|
16,710 |
|
Services revenues |
|
|
4,623 |
|
|
|
554 |
|
|
|
|
|
|
|
5,177 |
|
Other |
|
|
7,639 |
|
|
|
2,156 |
|
|
|
|
|
|
|
9,795 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues |
|
|
99,657 |
|
|
|
16,267 |
|
|
|
|
|
|
|
115,924 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
|
14,017 |
|
|
|
4,075 |
|
|
|
|
|
|
|
18,092 |
|
New equipment sales |
|
|
4,284 |
|
|
|
434 |
|
|
|
|
|
|
|
4,718 |
|
Used equipment sales |
|
|
3,195 |
|
|
|
422 |
|
|
|
|
|
|
|
3,617 |
|
Parts sales |
|
|
4,940 |
|
|
|
949 |
|
|
|
|
|
|
|
5,889 |
|
Services revenues |
|
|
6,328 |
|
|
|
907 |
|
|
|
|
|
|
|
7,235 |
|
Other |
|
|
(907 |
) |
|
|
(724 |
) |
|
|
|
|
|
|
(1,631 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
31,857 |
|
|
|
6,063 |
|
|
|
|
|
|
|
37,920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
30,331 |
|
|
|
6,263 |
|
|
|
|
|
|
|
36,594 |
|
Equity in loss of guarantor subsidiaries |
|
|
(2,620 |
) |
|
|
|
|
|
|
2,620 |
|
|
|
|
|
Gain on sales of property and equipment, net |
|
|
108 |
|
|
|
17 |
|
|
|
|
|
|
|
125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
|
(986 |
) |
|
|
(183 |
) |
|
|
2,620 |
|
|
|
1,451 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(4,845 |
) |
|
|
(2,442 |
) |
|
|
|
|
|
|
(7,287 |
) |
Other, net |
|
|
5 |
|
|
|
5 |
|
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expense, net |
|
|
(4,840 |
) |
|
|
(2,437 |
) |
|
|
|
|
|
|
(7,277 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
|
(5,826 |
) |
|
|
(2,620 |
) |
|
|
2,620 |
|
|
|
(5,826 |
) |
Income tax benefit |
|
|
(2,046 |
) |
|
|
|
|
|
|
|
|
|
|
(2,046 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(3,780 |
) |
|
$ |
(2,620 |
) |
|
$ |
2,620 |
|
|
$ |
(3,780 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
16
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2011 |
|
|
|
H&E Equipment |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Services, Inc. |
|
|
Subsidiaries |
|
|
Elimination |
|
|
Consolidated |
|
|
|
|
|
|
|
(Amounts in thousands) |
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
132,313 |
|
|
$ |
33,127 |
|
|
$ |
|
|
|
$ |
165,440 |
|
New equipment sales |
|
|
118,099 |
|
|
|
15,530 |
|
|
|
|
|
|
|
133,629 |
|
Used equipment sales |
|
|
54,294 |
|
|
|
11,361 |
|
|
|
|
|
|
|
65,655 |
|
Parts sales |
|
|
60,234 |
|
|
|
10,932 |
|
|
|
|
|
|
|
71,166 |
|
Services revenues |
|
|
35,189 |
|
|
|
4,883 |
|
|
|
|
|
|
|
40,072 |
|
Other |
|
|
22,532 |
|
|
|
5,038 |
|
|
|
|
|
|
|
27,570 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
422,661 |
|
|
|
80,871 |
|
|
|
|
|
|
|
503,532 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental depreciation |
|
|
50,317 |
|
|
|
13,829 |
|
|
|
|
|
|
|
64,146 |
|
Rental expense |
|
|
27,595 |
|
|
|
6,889 |
|
|
|
|
|
|
|
34,484 |
|
New equipment sales |
|
|
104,488 |
|
|
|
13,783 |
|
|
|
|
|
|
|
118,271 |
|
Used equipment sales |
|
|
41,058 |
|
|
|
9,386 |
|
|
|
|
|
|
|
50,444 |
|
Parts sales |
|
|
44,250 |
|
|
|
7,924 |
|
|
|
|
|
|
|
52,174 |
|
Services revenues |
|
|
13,784 |
|
|
|
1,715 |
|
|
|
|
|
|
|
15,499 |
|
Other |
|
|
25,128 |
|
|
|
6,734 |
|
|
|
|
|
|
|
31,862 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues |
|
|
306,620 |
|
|
|
60,260 |
|
|
|
|
|
|
|
366,880 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
|
54,401 |
|
|
|
12,409 |
|
|
|
|
|
|
|
66,810 |
|
New equipment sales |
|
|
13,611 |
|
|
|
1,747 |
|
|
|
|
|
|
|
15,358 |
|
Used equipment sales |
|
|
13,236 |
|
|
|
1,975 |
|
|
|
|
|
|
|
15,211 |
|
Parts sales |
|
|
15,984 |
|
|
|
3,008 |
|
|
|
|
|
|
|
18,992 |
|
Services revenues |
|
|
21,405 |
|
|
|
3,168 |
|
|
|
|
|
|
|
24,573 |
|
Other |
|
|
(2,596 |
) |
|
|
(1,696 |
) |
|
|
|
|
|
|
(4,292 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
116,041 |
|
|
|
20,611 |
|
|
|
|
|
|
|
136,652 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
95,057 |
|
|
|
19,624 |
|
|
|
|
|
|
|
114,681 |
|
Equity in loss of guarantor subsidiaries |
|
|
(5,819 |
) |
|
|
|
|
|
|
5,819 |
|
|
|
|
|
Gain on sales of property and equipment, net |
|
|
378 |
|
|
|
143 |
|
|
|
|
|
|
|
521 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
15,543 |
|
|
|
1,130 |
|
|
|
5,819 |
|
|
|
22,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(14,629 |
) |
|
|
(6,978 |
) |
|
|
|
|
|
|
(21,607 |
) |
Other, net |
|
|
597 |
|
|
|
29 |
|
|
|
|
|
|
|
626 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expense, net |
|
|
(14,032 |
) |
|
|
(6,949 |
) |
|
|
|
|
|
|
(20,981 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
1,511 |
|
|
|
(5,819 |
) |
|
|
5,819 |
|
|
|
1,511 |
|
Income tax benefit |
|
|
447 |
|
|
|
|
|
|
|
|
|
|
|
447 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
1,064 |
|
|
$ |
(5,819 |
) |
|
$ |
5,819 |
|
|
$ |
1,064 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2010 |
|
|
|
H&E Equipment |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Services, Inc. |
|
|
Subsidiaries |
|
|
Elimination |
|
|
Consolidated |
|
|
|
|
|
|
|
(Amounts in thousands) |
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
99,849 |
|
|
$ |
26,551 |
|
|
$ |
|
|
|
$ |
126,400 |
|
New equipment sales |
|
|
93,221 |
|
|
|
10,731 |
|
|
|
|
|
|
|
103,952 |
|
Used equipment sales |
|
|
39,658 |
|
|
|
6,404 |
|
|
|
|
|
|
|
46,062 |
|
Parts sales |
|
|
54,942 |
|
|
|
10,071 |
|
|
|
|
|
|
|
65,013 |
|
Services revenues |
|
|
32,020 |
|
|
|
4,446 |
|
|
|
|
|
|
|
36,466 |
|
Other |
|
|
17,634 |
|
|
|
4,009 |
|
|
|
|
|
|
|
21,643 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
337,324 |
|
|
|
62,212 |
|
|
|
|
|
|
|
399,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental depreciation |
|
|
45,631 |
|
|
|
12,629 |
|
|
|
|
|
|
|
58,260 |
|
Rental expense |
|
|
23,458 |
|
|
|
5,713 |
|
|
|
|
|
|
|
29,171 |
|
New equipment sales |
|
|
84,247 |
|
|
|
9,745 |
|
|
|
|
|
|
|
93,992 |
|
Used equipment sales |
|
|
30,824 |
|
|
|
4,866 |
|
|
|
|
|
|
|
35,690 |
|
Parts sales |
|
|
40,420 |
|
|
|
7,384 |
|
|
|
|
|
|
|
47,804 |
|
Services revenues |
|
|
12,320 |
|
|
|
1,485 |
|
|
|
|
|
|
|
13,805 |
|
Other |
|
|
20,852 |
|
|
|
5,778 |
|
|
|
|
|
|
|
26,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues |
|
|
257,752 |
|
|
|
47,600 |
|
|
|
|
|
|
|
305,352 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
|
30,760 |
|
|
|
8,209 |
|
|
|
|
|
|
|
38,969 |
|
New equipment sales |
|
|
8,974 |
|
|
|
986 |
|
|
|
|
|
|
|
9,960 |
|
Used equipment sales |
|
|
8,834 |
|
|
|
1,538 |
|
|
|
|
|
|
|
10,372 |
|
Parts sales |
|
|
14,522 |
|
|
|
2,687 |
|
|
|
|
|
|
|
17,209 |
|
Services revenues |
|
|
19,700 |
|
|
|
2,961 |
|
|
|
|
|
|
|
22,661 |
|
Other |
|
|
(3,218 |
) |
|
|
(1,769 |
) |
|
|
|
|
|
|
(4,987 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
79,572 |
|
|
|
14,612 |
|
|
|
|
|
|
|
94,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
91,114 |
|
|
|
18,119 |
|
|
|
|
|
|
|
109,233 |
|
Equity in loss of guarantor subsidiaries |
|
|
(10,726 |
) |
|
|
|
|
|
|
10,726 |
|
|
|
|
|
Gain on sales of property and equipment, net |
|
|
264 |
|
|
|
60 |
|
|
|
|
|
|
|
324 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
|
(22,004 |
) |
|
|
(3,447 |
) |
|
|
10,726 |
|
|
|
(14,725 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(14,494 |
) |
|
|
(7,287 |
) |
|
|
|
|
|
|
(21,781 |
) |
Other, net |
|
|
158 |
|
|
|
8 |
|
|
|
|
|
|
|
166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expense, net |
|
|
(14,336 |
) |
|
|
(7,279 |
) |
|
|
|
|
|
|
(21,615 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
|
(36,340 |
) |
|
|
(10,726 |
) |
|
|
10,726 |
|
|
|
(36,340 |
) |
Income tax benefit |
|
|
(13,389 |
) |
|
|
|
|
|
|
|
|
|
|
(13,389 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(22,951 |
) |
|
$ |
(10,726 |
) |
|
$ |
10,726 |
|
|
$ |
(22,951 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
18
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2011 |
|
|
|
H&E Equipment |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Services, Inc. |
|
|
Subsidiaries |
|
|
Elimination |
|
|
Consolidated |
|
|
|
|
|
|
|
(Amounts in thousands) |
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
1,064 |
|
|
$ |
(5,819 |
) |
|
$ |
5,819 |
|
|
$ |
1,064 |
|
Adjustments to reconcile net income (loss) to net cash
provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization on property and equipment |
|
|
7,948 |
|
|
|
1,362 |
|
|
|
|
|
|
|
9,310 |
|
Depreciation on rental equipment |
|
|
50,317 |
|
|
|
13,829 |
|
|
|
|
|
|
|
64,146 |
|
Amortization of loan discounts and deferred financing
costs |
|
|
1,042 |
|
|
|
|
|
|
|
|
|
|
|
1,042 |
|
Amortization of intangible assets |
|
|
|
|
|
|
337 |
|
|
|
|
|
|
|
337 |
|
Provision for losses on accounts receivable |
|
|
2,849 |
|
|
|
(663 |
) |
|
|
|
|
|
|
2,186 |
|
Provision for inventory obsolescence |
|
|
170 |
|
|
|
|
|
|
|
|
|
|
|
170 |
|
Provision for deferred income taxes |
|
|
69 |
|
|
|
|
|
|
|
|
|
|
|
69 |
|
Stock-based compensation expense |
|
|
994 |
|
|
|
|
|
|
|
|
|
|
|
994 |
|
Gain on sales of property and equipment, net |
|
|
(378 |
) |
|
|
(143 |
) |
|
|
|
|
|
|
(521 |
) |
Gain on sales of rental equipment, net |
|
|
(12,121 |
) |
|
|
(1,982 |
) |
|
|
|
|
|
|
(14,103 |
) |
Equity in loss of guarantor subsidiaries |
|
|
5,819 |
|
|
|
|
|
|
|
(5,819 |
) |
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables, net |
|
|
(1,417 |
) |
|
|
(1,367 |
) |
|
|
|
|
|
|
(2,784 |
) |
Inventories, net |
|
|
(29,242 |
) |
|
|
(3,743 |
) |
|
|
|
|
|
|
(32,985 |
) |
Prepaid expenses and other assets |
|
|
3,129 |
|
|
|
48 |
|
|
|
|
|
|
|
3,177 |
|
Accounts payable |
|
|
1,132 |
|
|
|
517 |
|
|
|
|
|
|
|
1,649 |
|
Manufacturer flooring plans payable |
|
|
(12,091 |
) |
|
|
(56 |
) |
|
|
|
|
|
|
(12,147 |
) |
Accrued expenses payable and other liabilities |
|
|
(4,498 |
) |
|
|
(202 |
) |
|
|
|
|
|
|
(4,700 |
) |
Intercompany balances |
|
|
(6,589 |
) |
|
|
6,589 |
|
|
|
|
|
|
|
|
|
Deferred compensation payable |
|
|
(12 |
) |
|
|
|
|
|
|
|
|
|
|
(12 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
8,185 |
|
|
|
8,707 |
|
|
|
|
|
|
|
16,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(9,982 |
) |
|
|
(1,968 |
) |
|
|
|
|
|
|
(11,950 |
) |
Purchases of rental equipment |
|
|
(73,897 |
) |
|
|
(16,772 |
) |
|
|
|
|
|
|
(90,669 |
) |
Proceeds from sales of property and equipment |
|
|
616 |
|
|
|
147 |
|
|
|
|
|
|
|
763 |
|
Proceeds from sales of rental equipment |
|
|
37,540 |
|
|
|
9,997 |
|
|
|
|
|
|
|
47,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(45,723 |
) |
|
|
(8,596 |
) |
|
|
|
|
|
|
(54,319 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess tax benefit from stock-based awards |
|
|
257 |
|
|
|
|
|
|
|
|
|
|
|
257 |
|
Purchases of treasury stock |
|
|
(554 |
) |
|
|
|
|
|
|
|
|
|
|
(554 |
) |
Borrowings on senior secured credit facility |
|
|
352,711 |
|
|
|
|
|
|
|
|
|
|
|
352,711 |
|
Payments on senior secured credit facility |
|
|
(339,131 |
) |
|
|
|
|
|
|
|
|
|
|
(339,131 |
) |
Payments on capital lease obligations |
|
|
|
|
|
|
(111 |
) |
|
|
|
|
|
|
(111 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
13,283 |
|
|
|
(111 |
) |
|
|
|
|
|
|
13,172 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash |
|
|
(24,255 |
) |
|
|
|
|
|
|
|
|
|
|
(24,255 |
) |
Cash, beginning of period |
|
|
29,149 |
|
|
|
|
|
|
|
|
|
|
|
29,149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of period |
|
$ |
4,894 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
4,894 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2010 |
|
|
|
H&E Equipment |
|
|
Guarantor |
|
|
|
|
|
|
|
|
|
Services |
|
|
Subsidiaries |
|
|
Elimination |
|
|
Consolidated |
|
|
|
|
|
|
|
(Amounts in thousands) |
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(22,951 |
) |
|
$ |
(10,726 |
) |
|
$ |
10,726 |
|
|
$ |
(22,951 |
) |
Adjustments to reconcile net loss to net cash
used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization on property and
equipment |
|
|
8,385 |
|
|
|
1,561 |
|
|
|
|
|
|
|
9,946 |
|
Depreciation on rental equipment |
|
|
45,631 |
|
|
|
12,629 |
|
|
|
|
|
|
|
58,260 |
|
Amortization of loan discounts and deferred
financing costs |
|
|
1,060 |
|
|
|
|
|
|
|
|
|
|
|
1,060 |
|
Amortization of intangible assets |
|
|
|
|
|
|
435 |
|
|
|
|
|
|
|
435 |
|
Provision for losses on accounts receivable |
|
|
2,519 |
|
|
|
(94 |
) |
|
|
|
|
|
|
2,425 |
|
Provision for inventory obsolescence |
|
|
192 |
|
|
|
|
|
|
|
|
|
|
|
192 |
|
Decrease in deferred income taxes |
|
|
(11,443 |
) |
|
|
|
|
|
|
|
|
|
|
(11,443 |
) |
Stock-based compensation expense |
|
|
741 |
|
|
|
|
|
|
|
|
|
|
|
741 |
|
Gain on sales of property and equipment, net |
|
|
(264 |
) |
|
|
(60 |
) |
|
|
|
|
|
|
(324 |
) |
Gain on sales of rental equipment, net |
|
|
(7,860 |
) |
|
|
(1,467 |
) |
|
|
|
|
|
|
(9,327 |
) |
Equity in loss of guarantor subsidiaries |
|
|
10,726 |
|
|
|
|
|
|
|
(10,726 |
) |
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables, net |
|
|
(30,617 |
) |
|
|
2,227 |
|
|
|
|
|
|
|
(28,390 |
) |
Inventories, net |
|
|
(24,063 |
) |
|
|
(29 |
) |
|
|
|
|
|
|
(24,092 |
) |
Prepaid expenses and other assets |
|
|
(2,139 |
) |
|
|
(107 |
) |
|
|
|
|
|
|
(2,246 |
) |
Accounts payable |
|
|
28,967 |
|
|
|
4,109 |
|
|
|
|
|
|
|
33,076 |
|
Manufacturer flooring plans payable |
|
|
(17,729 |
) |
|
|
364 |
|
|
|
|
|
|
|
(17,365 |
) |
Accrued expenses payable and other liabilities |
|
|
(4,246 |
) |
|
|
207 |
|
|
|
|
|
|
|
(4,039 |
) |
Intercompany balances |
|
|
9,545 |
|
|
|
(9,545 |
) |
|
|
|
|
|
|
|
|
Deferred compensation payable |
|
|
47 |
|
|
|
|
|
|
|
|
|
|
|
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
(13,499 |
) |
|
|
(496 |
) |
|
|
|
|
|
|
(13,995 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(2,876 |
) |
|
|
(386 |
) |
|
|
|
|
|
|
(3,262 |
) |
Purchases of rental equipment |
|
|
(27,022 |
) |
|
|
(4,920 |
) |
|
|
|
|
|
|
(31,942 |
) |
Proceeds from sales of property and equipment |
|
|
359 |
|
|
|
75 |
|
|
|
|
|
|
|
434 |
|
Proceeds from sales of rental equipment |
|
|
28,884 |
|
|
|
5,821 |
|
|
|
|
|
|
|
34,705 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing
activities |
|
|
(655 |
) |
|
|
590 |
|
|
|
|
|
|
|
(65 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of treasury stock |
|
|
(212 |
) |
|
|
|
|
|
|
|
|
|
|
(212 |
) |
Payments of deferred financing costs |
|
|
(2,888 |
) |
|
|
|
|
|
|
|
|
|
|
(2,888 |
) |
Payments on capital lease obligations |
|
|
(1,216 |
) |
|
|
(104 |
) |
|
|
|
|
|
|
(1,320 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(4,316 |
) |
|
|
(104 |
) |
|
|
|
|
|
|
(4,420 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash |
|
|
(18,470 |
) |
|
|
(10 |
) |
|
|
|
|
|
|
(18,480 |
) |
Cash, beginning of period |
|
|
45,326 |
|
|
|
10 |
|
|
|
|
|
|
|
45,336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of period |
|
$ |
26,856 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
26,856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
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 September 30, 2011, and its results of operations for the three and
nine month periods ended September 30, 2011, 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, 2010. The
following discussion contains, in addition to historical information, forward-looking statements
that include risks and uncertainties (see discussion of Forward-Looking Statements included
elsewhere in this Quarterly Report on Form 10-Q). Our actual results may differ materially from
those anticipated in these forward-looking statements as a result of certain factors, including
those factors set forth under Item 1A Risk Factors of our Annual Report on Form 10-K for the
year ended December 31, 2010.
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 work platform equipment;
(2) cranes; (3) earthmoving equipment; and (4) industrial lift trucks. By providing equipment
rental, sales, on-site parts, repair and maintenance functions under one roof, we are a one-stop
provider for our customers varied equipment needs. This full service approach provides us with
multiple points of customer contact, enables us to maintain a high quality rental fleet, as well as
an effective distribution channel for fleet disposal and provides cross-selling opportunities among
our new and used equipment sales, rental, parts sales and service operations.
As of October 31, 2011, we operated 65 full-service facilities throughout the Intermountain,
Southwest, Gulf Coast, West Coast, Southeast and Mid-Atlantic regions of the United States. Our
work force includes distinct, focused sales forces for our new and used equipment sales and rental
operations, highly skilled service technicians, product specialists and regional managers. We focus
our sales and rental activities on, and organize our personnel principally by, our four core
equipment categories. We believe this allows us to provide specialized equipment knowledge, improve
the effectiveness of our rental and sales force and strengthen our customer relationships. In
addition, we have branch managers for each location who are responsible for managing their assets
and financial results. We believe this fosters accountability in our business, and strengthens our
local and regional relationships.
Through our predecessor companies, we have been in the equipment services business for
approximately 50 years. H&E Equipment Services L.L.C. (H&E LLC) was formed in June 2002 through
the business combination of Head & Engquist, a wholly-owned subsidiary of Gulf Wide, and ICM. Head
& Engquist, founded in 1961, and ICM, founded in 1971, were two leading regional, integrated
equipment service companies operating in contiguous geographic markets. In the June 2002
transaction, Head & Engquist and ICM were merged with and into Gulf Wide, which was renamed H&E
LLC. Prior to the combination, Head & Engquist operated 25 facilities in the Gulf Coast region, and
ICM operated 16 facilities in the Intermountain region of the United States.
In connection with our initial public offering in February 2006, we converted H&E LLC into H&E
Equipment Services, Inc. Prior to our initial public offering, our business was conducted through
H&E LLC. In order to have an operating Delaware corporation as the issuer for our initial public
offering, H&E Equipment Services, Inc. was formed as a Delaware corporation and wholly-owned
subsidiary of H&E Holdings, and immediately prior to the closing of our initial public offering, on
February 3, 2006, H&E LLC and H&E Holdings merged with and into us (H&E Equipment Services, Inc.),
with us surviving the reincorporation merger as the operating company. Effective February 3, 2006,
H&E LLC and Holdings no longer existed under operation of law pursuant to the merger
reincorporation.
Critical Accounting Policies
Item 7, included in Part II of our Annual Report on Form 10-K for the year ended December 31,
2010, presents the accounting policies and related estimates that we believe are the most critical
to understanding our consolidated financial statements, financial condition, and results of
operations and cash flows, and which require complex management judgment and assumptions, or
involve uncertainties. There have been no changes to these critical accounting policies and
estimates during the three and nine month periods ended September 30, 2011. These policies include,
among others, revenue recognition, the adequacy of the allowance for doubtful accounts, the
propriety of our estimated useful life of rental equipment and property and equipment, the
potential impairment of long-lived assets including goodwill and intangible assets, obsolescence
reserves on inventory, the allocation of purchase price related to business combinations, reserves
for claims, including self-insurance reserves, and deferred income taxes, including the valuation
of any related deferred tax assets.
21
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, 2010 and in note 2 to the condensed consolidated financial statements in
this Quarterly Report on Form 10-Q.
Business Segments
We have five reportable segments because we derive our revenues from five principal business
activities: (1) equipment rentals; (2) new equipment sales; (3) used equipment sales; (4) parts
sales; and (5) repair and maintenance services. These segments are based upon how we allocate
resources and assess performance. In addition, we also have non-segmented revenues and costs that
relate to equipment support activities.
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Equipment Rentals. Our rental operation primarily rents our four core types of
construction and industrial equipment. We have a well-maintained rental fleet and our own
dedicated sales force, focused by equipment type. We actively manage the size, quality,
age and composition of our rental fleet based on our analysis of key measures such as time
utilization (which we analyze as equipment usage based on: (1) the number of rental
equipment units available for rent, and (2) as a percentage of original equipment cost),
rental rate trends and targets, rental equipment dollar utilization and maintenance and
repair costs, which we closely monitor. We maintain fleet quality through regional quality
control managers and our parts and services operations. |
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New Equipment Sales. Our new equipment sales operation sells new equipment in all of
our four core product categories. We have a retail sales force focused by equipment type
that is separate from our rental sales force. Manufacturer purchase terms and pricing are
managed by our product specialists. |
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Used Equipment Sales. Our used equipment sales are generated primarily from sales of
used equipment from our rental fleet, as well as from sales of inventoried equipment that
we acquire through trade-ins from our equipment customers and through selective purchases
of high quality used equipment. Used equipment is sold by our dedicated retail sales
force. Our used equipment sales are an effective way for us to manage the size and
composition of our rental fleet and provide a profitable distribution channel for disposal
of rental equipment. |
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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. |
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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 7 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 nine months ended September 30, 2011, 32.9% of our total revenues
were attributable to equipment rentals, 26.5% of our total revenues were attributable to new
equipment sales, 13.0% were attributable to used equipment sales, 14.1% were attributable to parts
sales, 8.0% were attributable to our services revenues and 5.5% 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
22
factors including, but not limited to, the demand for and availability of rental equipment,
rental rates and other competitive factors, the demand for new and used equipment, the level of
construction and industrial activities, spending levels by our customers, adverse weather
conditions and general economic conditions. For a discussion of the impact of seasonality on our
revenues, see Seasonality below.
Equipment Rentals. Our rental operation primarily rents our four core types of construction
and industrial equipment. We have a well-maintained rental fleet and our own dedicated sales
force, focused by equipment type. We actively manage the size, quality, age and composition of
our rental fleet based on our analysis of key measures such as time utilization (which we
analyze: (1) as equipment usage based on the number of rental equipment units available for rent
and (2) as a percentage of original equipment cost), rental rate trends and targets, rental
equipment dollar utilization and maintenance and repair costs, which we closely monitor. We
maintain fleet quality through regional quality control managers and our parts and services
operations. We recognize revenue from equipment rentals in the period earned on a straight-line
basis, over the contract term, regardless of the timing of the billing to customers.
New Equipment Sales. We seek to optimize revenues from new equipment sales by selling
equipment through a professional in-house retail sales force focused by product type. While
sales of new equipment are impacted by the availability of equipment from the manufacturer, we
believe our status as a leading distributor for some of our key suppliers improves our ability
to obtain equipment. New equipment sales are an important component of our integrated model due
to customer interaction and service contact and new equipment sales also lead to future parts
and service revenues. We recognize revenue from the sale of new equipment at the time of
delivery to, or pick-up by, the customer and when all obligations under the sales contract have
been fulfilled and collectibility is reasonably assured.
Used Equipment Sales. We generate the majority of our used equipment sales revenues by
selling equipment from our rental fleet. The remainder of our used equipment sales revenues
comes from the sale of inventoried equipment that we acquire through trade-ins from our
equipment customers and selective purchases of high-quality used equipment. Our policy is not to
offer specified price trade-in arrangements on equipment for sale. Sales of our rental fleet
equipment allow us to manage the size, quality, composition and age of our rental fleet, and
provide us with a profitable distribution channel for the disposal of rental equipment. We
recognize revenue for the sale of used equipment at the time of delivery to, or pick-up by, the
customer and when all obligations under the sales contract have been fulfilled and
collectibility is reasonably assured.
Parts Sales. We generate revenues from the sale of new and used parts for equipment that we
rent or sell, as well as for other makes of equipment. Our product support sales representatives
are instrumental in generating our parts revenues. They are product specialists and receive
performance incentives for achieving certain sales levels. Most of our parts sales come from our
extensive in-house parts inventory. Our parts sales provide us with a relatively stable revenue
stream that is generally less sensitive to the economic cycles that tend to affect our rental
and equipment sales operations. We recognize revenues from parts sales at the time of delivery
to, or pick-up by, the customer and when all obligations under the sales contract have been
fulfilled and collectibility is reasonably assured.
Services. We derive our services revenues from maintenance and repair services to customers
for their owned equipment. In addition to repair and maintenance on an as-needed or scheduled
basis, we also provide ongoing preventative maintenance services to industrial customers. Our
after-market service provides a high-margin, relatively stable source of revenue through
changing economic cycles. We recognize services revenues at the time services are rendered and
collectibility is reasonably assured.
Non-Segmented Other Revenues. Our non-segmented other revenue consists of billings to
customers for equipment support and activities including: transportation, hauling, parts freight,
environmental fees and loss damage waiver charges. We recognize non-segmented other revenues at the
time of billing and after the related services have been provided.
Principal Costs and Expenses
Our largest expenses are the costs to purchase the new equipment we sell and rent, 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
nine months ended September 30, 2011, our total cost of revenues was $366.9 million. Our operating
expenses consist principally of selling, general and administrative expenses. For the nine months
ended September 30, 2011, our selling, general and administrative expenses were $114.7 million. In
addition, we have interest expense related to our debt instruments. Operating expenses and all
other income and expense items below the gross profit line of our consolidated statements of
operations are not generally allocated to our reportable segments.
23
We are also subject to federal and state income taxes. We have been notified by the Internal
Revenue Service (IRS) that our Federal Tax Returns for the tax years 2005, 2006, 2007, 2008 and
2009 have been selected for examination. We currently do not expect any material adjustment
resulting from the IRS examination.
Cost of Revenues:
Rental Depreciation. Depreciation of rental equipment represents the depreciation costs
attributable to rental equipment. Estimated useful lives vary based upon type of equipment.
Generally, we depreciate cranes and aerial work platforms over a ten year estimated useful life,
earthmoving over a five year estimated useful life with a 25% salvage value, and industrial
lift-trucks over a seven year estimated useful life. Attachments and other smaller type
equipment are depreciated over a three year estimated useful life.
Rental Expense. Rental expense represents the costs associated with rental equipment,
including, among other things, the cost of servicing and maintaining our rental equipment,
property taxes on our fleet and other miscellaneous costs of rental equipment.
New Equipment Sales. Cost of new equipment sold primarily consists of the equipment cost of
the new equipment that is sold, net of any amount of credit given to the customer towards the
equipment for trade-ins.
Used Equipment Sales. Cost of used equipment sold consists of the net book value of rental
equipment for used equipment sold from our rental fleet, the equipment costs for used equipment
we purchase for sale or the trade-in value of used equipment that we obtain from customers in
equipment sales transactions.
Parts Sales. Cost of parts sales represents costs attributable to the sale of parts
directly to customers.
Services Support. Cost of services revenues represents costs attributable to service
provided for the maintenance and repair of customer-owned equipment and equipment then on-rent
by customers.
Non-Segmented Other. These expenses include costs associated with providing transportation,
hauling, parts freight, and damage waiver including, among other items, drivers wages, fuel
costs, shipping costs, and our costs related to damage waiver policies.
Selling, General and Administrative Expenses:
Our selling, general and administrative (SG&A) expenses include sales and marketing
expenses, payroll and related benefit costs, insurance expenses, professional fees, property and
other taxes, administrative overhead, depreciation associated with property and equipment (other
than rental equipment) and amortization expense associated with intangible assets. These expenses
are not generally allocated to our reportable segments.
Interest Expense:
Interest expense for the periods presented represents the interest on our outstanding debt
instruments. Interest expense also includes interest on our outstanding manufacturer flooring plans
payable which are used to finance inventory and rental equipment purchases. Non-cash interest
expense related to the amortization cost of deferred financing costs is also included in interest
expense.
Principal Cash Flows
We generate cash primarily from our operating activities and historically, we have used cash
flows from operating activities, manufacturer floor plan financings and available borrowings under
our revolving senior secured credit facility as the primary sources of funds to purchase our
inventory and to fund working capital and capital expenditures (see also Liquidity and Capital
Resources below).
Rental Fleet
A significant portion of our overall value is in our rental fleet equipment. The net book
value of rental equipment at September 30, 2011 was $447.4 million, or approximately 60.9% of our
total assets. Our rental fleet, as of September 30, 2011, consisted of
24
approximately 17,233 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 $726.1 million. As of September 30, 2011, our rental fleet composition was as follows
(dollars in millions):
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|
|
|
|
|
|
|
|
|
% of |
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|
Original |
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% of Original |
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Average |
|
|
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|
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Total |
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|
Acquisition |
|
|
Acquisition |
|
|
Age in |
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|
|
Units |
|
|
Units |
|
|
Cost |
|
|
Cost |
|
|
Months |
|
Hi-Lift or Aerial Work Platforms |
|
|
12,187 |
|
|
|
70.7 |
% |
|
$ |
437.0 |
|
|
|
60.2 |
% |
|
|
49.8 |
|
Cranes |
|
|
357 |
|
|
|
2.1 |
% |
|
|
93.1 |
|
|
|
12.8 |
% |
|
|
40.1 |
|
Earthmoving |
|
|
1,788 |
|
|
|
10.4 |
% |
|
|
151.8 |
|
|
|
20.9 |
% |
|
|
27.5 |
|
Industrial Lift Trucks |
|
|
552 |
|
|
|
3.2 |
% |
|
|
19.2 |
|
|
|
2.6 |
% |
|
|
28.7 |
|
Other |
|
|
2,349 |
|
|
|
13.6 |
% |
|
|
25.0 |
|
|
|
3.5 |
% |
|
|
24.7 |
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|
|
|
|
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|
|
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|
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Total |
|
|
17,233 |
|
|
|
100.0 |
% |
|
$ |
726.1 |
|
|
|
100.0 |
% |
|
|
43.2 |
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
Determining the optimal age and mix for our rental fleet equipment is subjective and requires
considerable estimates and judgments by management. We constantly evaluate the mix, age and quality
of the equipment in our rental fleet in response to current economic and market conditions,
competition and customer demand. The mix and age of our rental fleet, as well as our cash flows,
are impacted by sales of equipment from the rental fleet, which are influenced by used equipment
pricing at the retail and secondary auction market levels, and the capital expenditures to acquire
new rental fleet equipment. In making equipment acquisition decisions, we evaluate current economic
and market conditions, competition, manufacturers availability, pricing and return on investment
over the estimated useful life of the specific equipment, among other things. As a result of our
in-house service capabilities and extensive maintenance program, we believe our rental fleet is
well-maintained.
The original acquisition cost of our gross rental fleet increased by $41.0 million, or 6.0%,
for the nine month period ended September 30, 2011, primarily in response to improved equipment
time utilization from the increase in demand. The average age of our rental fleet equipment
increased approximately 0.1 months for the nine months ended September 30, 2011.
Our average rental rates for the nine months ended September 30, 2011 were 4.9% higher than
the comparative nine month period ended September 30, 2010. On a sequential basis, our average
rental rates for the three month period ended September 30, 2011 increased 4.1% compared to the
three month period ended June 30, 2011.
The rental equipment mix among our four core product lines for the nine months ended September
30, 2011 was largely consistent with that of the prior year comparable period as a percentage of
total units available for rent and as a percentage of original acquisition cost.
Principal External Factors that Affect our Businesses
We are subject to a number of external factors that may adversely affect our businesses. These
factors, and other factors, are discussed below and in Item 1A Risk Factors of our Annual
Report on Form 10-K for the year ended December 31, 2010:
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Economic downturns. The demand for our products is dependent on the general economy,
the stability of the global credit markets, the industries in which our customers operate
or serve, and other factors. Downturns in the general economy or in the construction and
manufacturing industries, as well as adverse credit market conditions, can cause demand
for our products to materially decrease. The recent macroeconomic downturn, including
current conditions in the global credit markets, is a principal factor currently affecting
our business. |
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Spending levels by customers. Rentals and sales of equipment to the construction
industry and to industrial companies constitute a significant portion of our total
revenues. As a result, we depend upon customers in these businesses and their ability and
willingness to make capital expenditures to rent or buy specialized equipment.
Accordingly, our business is impacted by fluctuations in customers spending levels on
capital expenditures and by the availability of credit to those customers. |
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Adverse weather conditions. Adverse weather in a geographic region in which we operate may depress
demand for equipment in that region. Our equipment is primarily used outdoors and, as a result,
prolonged adverse weather conditions may prohibit our customers from continuing their work
projects. Adverse weather also has a seasonal impact in parts of our Intermountain region, primarily in the winter months. |
25
We believe that our integrated business tempers the effects of downturns in a particular
segment. For a discussion of the impact 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 for the three and
nine month periods ended September 30, 2011 and 2010. The period-to-period comparisons of our
financial results are not necessarily indicative of future results.
During the years ended December 31, 2010 and 2009, our revenues and gross profits/margins were
negatively impacted by lower customer demand resulting from several factors, including: (i) the
decline in construction and industrial activities; (ii) the recent macroeconomic downturn; and
(iii) unfavorable credit markets affecting end-user access to capital. Although our total gross
profit margins have slowly trended downward since the year ended December 31, 2006, the rate of
total gross profit margin decline was the most significant during the year ended December 31, 2009
and in the first quarter of 2010, as a result of the above factors. However, during the second,
third and fourth quarters of 2010, as well the first three quarters of 2011, our operating segments
generally realized either higher gross profit margins or improvements in the rate of gross profit
margin decline on a year-over-year comparative quarterly basis. We cannot forecast with certainty
whether these gross profit margin improvements during the recent quarters are indicative of a
favorable trend in our business, nor can we forecast whether, or to what extent, we may experience
any further declines, or whether our responses to ongoing or future unfavorable business conditions
will be meaningful in mitigating or reversing the gross profit margin declines for the foreseeable
future.
Further deterioration or a continuation of current levels in the non-residential construction
industry and the industrial sectors we serve could result in declining revenues and gross
profits/margins and may have a material adverse effect on our financial position, results of
operations and cash flows in the future. During the recent economic downturn, we proactively
responded to these unfavorable business factors through various operational and strategic measures,
including closing underperforming branches and redeploying rental fleet assets to existing branches
with higher demand or to branches in new markets where demand is higher; minimizing rental fleet
capital expenditures; reducing headcount; implementing cost reduction measures throughout the
Company; and using some of the excess cash flow resulting from our planned reduction in capital
expenditures to repay outstanding debt. We believe that these measures strengthened our balance
sheet by improving our cash position. We will continue to evaluate and respond to business
conditions as appropriate. While we cannot predict the timing, duration or the impact of an
economic recovery and/or improved conditions within the construction and industrial sectors, we
believe that our efforts have positioned us to take advantage of future opportunities when a
prolonged economic and business recovery occurs.
Three Months Ended September 30, 2011 Compared to the Three Months Ended September 30, 2010
Revenues.
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|
|
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|
|
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|
|
|
|
|
|
Total |
|
|
Total |
|
|
|
Three Months Ended |
|
|
Dollar |
|
|
Percentage |
|
|
|
September 30, |
|
|
Increase |
|
|
Increase |
|
|
|
2011 |
|
|
2010 |
|
|
(Decrease) |
|
|
(Decrease) |
|
|
|
(in thousands, except percentages) |
|
Segment Revenues: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
61,190 |
|
|
$ |
48,272 |
|
|
$ |
12,918 |
|
|
|
26.8 |
% |
New equipment sales |
|
|
46,543 |
|
|
|
47,697 |
|
|
|
(1,154 |
) |
|
|
(2.4 |
)% |
Used equipment sales |
|
|
27,172 |
|
|
|
14,700 |
|
|
|
12,472 |
|
|
|
84.8 |
% |
Parts sales |
|
|
24,647 |
|
|
|
22,599 |
|
|
|
2,048 |
|
|
|
9.1 |
% |
Services revenues |
|
|
14,191 |
|
|
|
12,412 |
|
|
|
1,779 |
|
|
|
14.3 |
% |
Non-Segmented revenues |
|
|
10,546 |
|
|
|
8,164 |
|
|
|
2,382 |
|
|
|
29.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
184,289 |
|
|
$ |
153,844 |
|
|
$ |
30,445 |
|
|
|
19.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues. Our total revenues were $184.3 million for the three month period ended
September 30, 2011 compared to $153.8 million for the same three month period in 2010, an increase
of approximately $30.4 million, or 19.8%. Revenues for our reportable segments and non-segmented
revenues are further discussed below.
Equipment Rental Revenues. Our revenues from equipment rentals for the three month period
ended September 30, 2011
26
increased $12.9 million, or 26.8%, to $61.2 million from $48.3 million in the same three month
period in 2010. Rental revenues from aerial work platforms and earthmoving equipment increased $8.4
million and $1.2 million, respectively, while rental revenues from cranes and other equipment
increased $1.1 million and $1.9 million, respectively. Lift truck rental revenues increased $0.4
million. Our average rental rates for the three month period ended September 30, 2011 increased
8.9% compared to the same three month period in 2010. On a sequential basis, our average rental
rates for the three month period ended September 30, 2011 increased 4.1% compared to the three
month period ended June 30, 2011.
Rental equipment dollar utilization (annual rental revenues divided by the average original
rental fleet equipment costs) for the three month period ended September 30, 2011 improved to
approximately 33.7% compared to 29.2% for the same three month period in 2010, an increase of 4.5%.
The increase in comparative rental equipment dollar utilization was the result of a 6.6% increase
in rental equipment time utilization (equipment usage based on the number of rental equipment units
available for rent), combined with an 8.9% increase in average rental rates in the comparative
period. On a sequential basis, average rental rates for the three month period ended September 30, 2011 increased 4.1%
compared to the prior three month period ended June 30, 2011. Rental equipment time utilization
based on the number of rental equipment units available for rent was 68.9% for the three month
period ended September 30, 2011 compared to 62.3% for the same three month period in 2010. Rental
equipment time utilization as a percentage of original equipment cost was 71.8% for the three
months ended September 30, 2011 compared to 65.9% for the same three month period in 2010, an
increase of 5.9%.
New Equipment Sales Revenues. Our new equipment sales for the three month period ended
September 30, 2011 decreased approximately $1.2 million, or 2.4%, to $46.5 million from
approximately $47.7 million for the comparable period in 2010. Sales of new cranes decreased $0.5
million and sales of aerial work platform equipment decreased $1.4 million. Sales of new lift
trucks decreased $0.3 million. These decreases were partially offset by an increase in new
earthmoving equipment and other equipment of $0.4 million and $0.6 million, respectively.
Used Equipment Sales Revenues. Our used equipment sales increased $12.5 million, or 84.8%, to
$27.2 million for the three month period ended September 30, 2011, from $14.7 million for the same
three month period in 2010. Sales of used earthmoving equipment and used cranes increased $8.6
million and $1.8 million, respectively, while sales of used aerial work platform equipment
increased $1.5 million. Sales of used lift trucks and other
equipment each increased approximately $0.3
million.
Parts Sales Revenues. Our parts sales increased $2.0 million, or 9.1%, to $24.6 million for
the three month period ended September 30, 2011 from $22.6 million for the same three month period
in 2010. The increase in parts revenues was due to higher demand for parts compared to last year.
Services Revenues. Our services revenues for the three month period ended September 30, 2011
increased $1.8 million, or 14.3%, to $14.2 million from $12.4 million for the same three month
period last year. The increase in service revenues was largely due to an increase in demand for
services in conjunction with the improvements in our rental and sales businesses.
Non-Segmented Other Revenues. Our non-segmented other revenues consisted primarily of
equipment support activities including transportation, hauling, parts freight and damage waiver
charges. For the three month period ended September 30, 2011, our other revenues were approximately
$10.5 million, an increase of $2.4 million, or 29.2%, from $8.2 million in the same three month
period in 2010. The increase was primarily due to an increase in the volume of these services in
conjunction with the related improvements of our primary business activities.
Gross Profit.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
Total |
|
|
|
Three Months Ended |
|
|
Dollar |
|
|
Percentage |
|
|
|
September 30, |
|
|
Change |
|
|
Change |
|
|
|
2011 |
|
|
2010 |
|
|
Increase |
|
|
Increase |
|
|
|
(in thousands, except percentages) |
|
Segment Gross Profit (Loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
26,938 |
|
|
$ |
18,092 |
|
|
$ |
8,846 |
|
|
|
48.9 |
% |
New equipment sales |
|
|
5,420 |
|
|
|
4,718 |
|
|
|
702 |
|
|
|
14.9 |
% |
Used equipment sales |
|
|
6,348 |
|
|
|
3,617 |
|
|
|
2,731 |
|
|
|
75.5 |
% |
Parts sales |
|
|
6,574 |
|
|
|
5,889 |
|
|
|
685 |
|
|
|
11.6 |
% |
Services revenues |
|
|
8,740 |
|
|
|
7,235 |
|
|
|
1,505 |
|
|
|
20.8 |
% |
Non-Segmented revenues |
|
|
(279 |
) |
|
|
(1,631 |
) |
|
|
1,352 |
|
|
|
82.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross profit |
|
$ |
53,741 |
|
|
$ |
37,920 |
|
|
$ |
15,821 |
|
|
|
41.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
27
Total Gross Profit. Our total gross profit was $53.7 million for the three month period ended
September 30, 2011 compared to $37.9 million for the same three month period in 2010, an increase
of $15.8 million, or 41.7%. Total gross profit margin for the three month period ended September
30, 2011 was 29.2%, an increase of 4.6% from the 24.6% gross profit margin for the same three month
period in 2010. Gross profit (loss) and gross margin for all reportable segments are further
described below:
Equipment Rentals Gross Profit. Our gross profit from equipment rentals for the three month
period ended September 30, 2011 increased $8.8 million, or 48.9%, to $26.9 million from $18.1
million in the same three month period in 2010. The increase in equipment rentals gross profit was
the net result of a $12.9 million increase in rental revenues for the three month period ended
September 30, 2011, which was partially offset by a $1.6 million net increase in rental expenses
and an approximately $2.5 million increase in rental equipment depreciation expense. The increase
in rental expenses and rental equipment depreciation expense was primarily due to a larger fleet
size in 2011 compared to 2010. As a percentage of equipment rental revenues, rental expenses were
19.9% for the three month period ended September 30, 2011 compared to 21.9% for the same three
month period in 2010 and depreciation expense was 36.1% for the three month period ended September
30, 2011 compared to 40.7% for the same three month period in 2010.
Gross profit margin for the three month period ended September 30, 2011 was approximately
44.0%, up 6.5% from 37.5% in the same three month period in 2010. This gross profit margin
improvement was primarily due to the increase in comparative rental revenues resulting from improved utilization and higher average rental
rates, combined with the decreases in depreciation expenses and rental expenses as a
percentage of equipment rental revenues for the three month period
ended September 30, 2011 compared to the same period last year.
New Equipment Sales Gross Profit. Our new equipment sales gross profit for the three month
period ended September 30, 2011 increased $0.7 million, or 14.9%, to $5.4 million compared to $4.7
million for the same three month period in 2010 on a total new equipment sales decrease of $1.2
million. Gross profit margin on new equipment sales for the three month period ended September 30,
2011 was 11.6%, an increase of approximately 1.7% from 9.9% in the same three month period in 2010,
reflecting primarily improved margins on new crane sales in the current year period.
Used Equipment Sales Gross Profit. Our used equipment sales gross profit for the three month
period ended September 30, 2011 increased $2.7 million, or 75.5%, to $6.3 million from $3.6 million
for the same three month period in 2010 on a used equipment sales increase of $12.5 million. Gross
profit margin for the three month period ended September 30, 2011 was 23.4%, down 1.2% from 24.6%
in the same three month period in 2010, primarily as a result of the mix of used equipment sold.
Our used equipment sales from the rental fleet, which comprised approximately 76.0% and 79.5% of
our used equipment sales for the three month periods ended September 30, 2011 and 2010,
respectively, were approximately 140.1% of net book value for the three month period ended
September 30, 2011 compared to 140.6% for the same three month period in 2010.
Parts Sales Gross Profit. For the three month period ended September 30, 2011, our parts sales
revenue gross profit increased approximately $0.7 million, or 11.6%, to $6.6 million from $5.9
million for the same three month period in 2010 on a $2.0 million increase in parts sales revenues.
Gross profit margin for the three month period ended September 30, 2011 was 26.7%, an increase of
0.6% from 26.1% in the same three month period in 2010, as a result of the mix of parts sold.
Services Revenues Gross Profit. For the three month period ended September 30, 2011, our
services revenues gross profit increased $1.5 million, or 20.8%, to $8.7 million from $7.2 million
for the same three month period in 2010. Gross profit margin for the three month period ended
September 30, 2011 was 61.6%, up 3.3% from 58.3% in the same three month period in 2010 as a result
of service revenues mix.
Non-Segmented Other Revenues Gross Loss. Our non-segmented other revenues realized a gross
loss of $0.3 million for the three month period ended September 30, 2011 compared to a gross loss
of $1.6 million for the same three month period in 2010. On a gross margin basis, the margin of
gross loss improved to a gross loss margin of 2.6% from 20.0%, primarily reflective of the $2.4
million improvement is non-segmented other revenues.
Selling, General and Administrative Expenses. SG&A expenses increased approximately $2.4
million, or 6.7%, to $39.0 million for the three month period ended September 30, 2011 compared to
$36.6 million for the same three month period in 2010. The net increase in SG&A expenses was
attributable to several factors. Employee salaries and wages and related employee expenses
increased $1.9 million as a result of higher salaries, wages and payroll taxes primarily from an
increase from commission and incentive pay that resulted from higher rental and sales revenues.
Stock-based compensation expense was $0.3 million each of the three month periods ended September
30, 2011 and 2010. Other outside services costs increased $0.6 million. As a percent of total
revenues, SG&A expenses were 21.2% for the three months ended September 30, 2011, a decrease of
2.6% from 23.8% for the same three month
28
period in 2010, primarily as a result of the current year increase in total revenues.
Other Income (Expense). For the three month period ended September 30, 2011, our net other
expenses decreased $0.2 million to $7.1 million compared to $7.3 million for the same three month
period in 2010. Interest expense was $7.2 million for the three month period ended September 30,
2011 compared to $7.3 million for the same period in 2010. Miscellaneous other income increased
$0.1 million compared to the three month period ended September 30, 2010.
Income Taxes. We recorded income tax expense of $3.1 million for the three month period ended
September 30, 2011 compared to an income tax benefit of $2.0 million for the three month period
ended September 30, 2010. Our effective income tax rate for the three month period ended September
30, 2011 was 39.1% compared to 35.1% for the same three month period in 2010. The increase in our
effective tax rate was primarily the result of an increase to unrecognized tax benefits. The
amount of unrecognized tax benefits increased by $0.1 million from $6.5 million to $6.6 million
during the three month period ended September 30, 2011. Based on available evidence, both positive
and negative, we believe it is more likely than not that our deferred tax assets at September 30,
2011 are fully realizable through future reversals of existing taxable temporary differences and
future taxable income, and are not subject to any limitations.
Nine Months Ended September 30, 2011 Compared to the Nine Months Ended September 30, 2010
Revenues.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
Total |
|
|
Total |
|
|
|
September 30, |
|
|
Dollar |
|
|
Percentage |
|
|
|
2011 |
|
|
2010 |
|
|
Increase |
|
|
Increase |
|
|
|
(in thousands, except percentages) |
|
Segment Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
165,440 |
|
|
$ |
126,400 |
|
|
$ |
39,040 |
|
|
|
30.9 |
% |
New equipment sales |
|
|
133,629 |
|
|
|
103,952 |
|
|
|
29,677 |
|
|
|
28.5 |
% |
Used equipment sales |
|
|
65,655 |
|
|
|
46,062 |
|
|
|
19,593 |
|
|
|
42.5 |
% |
Parts sales |
|
|
71,166 |
|
|
|
65,013 |
|
|
|
6,153 |
|
|
|
9.5 |
% |
Services revenues |
|
|
40,072 |
|
|
|
36,466 |
|
|
|
3,606 |
|
|
|
9.9 |
% |
Non-Segmented revenues |
|
|
27,570 |
|
|
|
21,643 |
|
|
|
5,927 |
|
|
|
27.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
503,532 |
|
|
$ |
399,536 |
|
|
$ |
103,996 |
|
|
|
26.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues. Our total revenues were $503.5 million for the nine month period ended
September 30, 2011 compared to $399.5 million for the same nine month period in 2010, an increase
of $104.0 million, or 26.0%. Revenues for all reportable segments and non-segmented revenues
increased and are further discussed below.
Equipment Rental Revenues. Our revenues from equipment rentals for the nine month period ended
September 30, 2011 increased $39.0 million, or 30.9%, to $165.4 million from $126.4 million in the
same nine month period in 2010. Rental revenues from aerial work platforms and earthmoving
equipment increased $24.5 million and $5.8 million, respectively, while rental revenues from cranes
and other equipment increased $3.4 million and $4.1 million, respectively. Lift truck rental
revenues increased $1.2 million. Our average rental rates for the nine month period ended September
30, 2011 increased 4.9% compared to the same nine month period in 2010.
Rental equipment dollar utilization (annual rental revenues divided by the average original
rental fleet equipment costs) for the nine month period ended September 30, 2011 improved to 30.9%
compared to 25.5% for the same nine month period in 2010, an increase of 5.4%. The increase in
comparative rental equipment dollar utilization was the net result of a 10.1% increase in rental
equipment time utilization (equipment usage based on the number of rental equipment units available
for rent), combined with a 4.9% increase in average rental rates in the comparative period. Rental
equipment time utilization based on the number of rental equipment units available for rent was
65.7% for the nine month period ended September 30, 2011 compared to 55.6% for the same nine month
period in 2010. Rental equipment time utilization as a percentage of original equipment cost was
68.9% for the nine months ended September 30, 2011 compared to 58.4% for the same nine month period
in 2010, an increase of 10.5%.
New Equipment Sales Revenues. Our new equipment sales for the nine month period ended
September 30, 2011 increased $29.7 million, or 28.5%, to $133.6 million from approximately $104.0
million for the comparable period in 2010. Sales of new cranes and earthmoving equipment increased
$14.3 million and $14.6 million, respectively, while sales of new other equipment increased $2.7
million. These increases were partially offset by a decrease in new aerial work platform equipment
and new lift truck sales of $0.8 million and $1.2 million, respectively.
29
Used Equipment Sales Revenues. Our used equipment sales increased $19.6 million, or 42.5%, to
$65.7 million for the nine month period ended September 30, 2011, from $46.1 million for the same
nine month period in 2010. Sales of used earthmoving equipment and aerial work platform equipment
increased $12.9 million and $3.9 million, respectively. Used crane sales increased $2.8 million and
used lift truck sales increased $0.2 million. Used other equipment sales decreased $0.2 million.
Parts Sales Revenues. Our parts sales increased approximately $6.2 million, or 9.5%, to $71.2
million for the nine month period ended September 30, 2011 from $65.0 million for the same nine
month period in 2010. The increase in parts revenues was due to higher demand for parts compared
to last year.
Services Revenues. Our services revenues for the nine month period ended September 30, 2011
increased $3.6 million, or 9.9%, to $40.1 million from approximately $36.5 million for the same
nine month period last year. The increase in service revenues was largely due to an increase in
demand for services in conjunction with the improvements in our rental and sales businesses.
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 nine month period ended September 30, 2011, our other revenues were $27.6 million,
an increase of $5.9 million, or 27.4%, from $21.6 million in the same nine month period in 2010.
The increase was primarily due to an increase in the volume of these services in conjunction with
the related improvements of our primary business activities.
Gross Profit.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
Total Dollar |
|
|
Total Percentage |
|
|
|
September 30, |
|
|
Change |
|
|
Change |
|
|
|
2011 |
|
|
2010 |
|
|
Increase |
|
|
Increase |
|
|
|
(in thousands, except percentages) |
|
Segment Gross Profit (Loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment rentals |
|
$ |
66,810 |
|
|
$ |
38,969 |
|
|
$ |
27,841 |
|
|
|
71.4 |
% |
New equipment sales |
|
|
15,358 |
|
|
|
9,960 |
|
|
|
5,398 |
|
|
|
54.2 |
% |
Used equipment sales |
|
|
15,211 |
|
|
|
10,372 |
|
|
|
4,839 |
|
|
|
46.7 |
% |
Parts sales |
|
|
18,992 |
|
|
|
17,209 |
|
|
|
1,783 |
|
|
|
10.4 |
% |
Services revenues |
|
|
24,573 |
|
|
|
22,661 |
|
|
|
1,912 |
|
|
|
8.4 |
% |
Non-Segmented revenues |
|
|
(4,292 |
) |
|
|
(4,987 |
) |
|
|
695 |
|
|
|
13.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross profit |
|
$ |
136,652 |
|
|
$ |
94,184 |
|
|
$ |
42,468 |
|
|
|
45.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Gross Profit. Our total gross profit was $136.7 million for the nine month period ended
September 30, 2011 compared to $94.2 million for the same nine month period in 2010, an increase of
$42.5 million, or 45.1%. Total gross profit margin for the nine month period ended September 30,
2011 was 27.1%, an increase of 3.5% from the 23.6% gross profit margin for the same nine month
period in 2010. Gross profit (loss) and gross margin for all reportable segments are further
described below:
Equipment Rentals Gross Profit. Our gross profit from equipment rentals for the nine month
period ended September 30, 2011 increased $27.8 million, or 71.4%, to $66.8 million from $39.0
million in the same nine month period in 2010. The increase in equipment rentals gross profit was
the net result of a $39.0 million increase in rental revenues for the nine month period ended
September 30, 2011, which was partially offset by a $5.3 million net increase in rental expenses
and a $5.9 million increase in rental equipment depreciation expense. The increase in rental
expenses and rental equipment depreciation expense was primarily due to a larger fleet size in 2011
compared to 2010. As a percentage of equipment rental revenues, rental expenses were 20.8% for the
nine month period ended September 30, 2011 compared to 23.1% for the same nine month period in 2010
and depreciation expense was approximately 38.8% for the nine month period ended September 30, 2011
compared to 46.1% for the same nine month period in 2010. These percentage decreases were primarily
attributable to the increase in comparative rental revenues.
Gross profit margin for the nine month period ended September 30, 2011 was 40.4%, up 9.5% from
30.9% in the same nine month period in 2010. This gross profit margin improvement was primarily due
to the increase in comparative rental revenues resulting from improved utilization and higher average rental rates, combined with the decreases in depreciation and rental expenses as a percentage of
equipment rental revenues for the nine months ended September 30,
2011 compared to the same period last year.
New Equipment Sales Gross Profit. Our new equipment sales gross profit for the nine month
period ended September 30, 2011 increased $5.4 million, or 54.2%, to $15.4 million compared to
$10.0 million for the same nine month period in 2010 on a total new
30
equipment sales increase of $29.7 million. Gross profit margin on new equipment sales for the
nine month period ended September 30, 2011 was 11.5%, an increase of 2.0% from 9.5% in the same
nine month period in 2010, primarily reflecting improved margins on new crane sales in the current
year period.
Used Equipment Sales Gross Profit. Our used equipment sales gross profit for the nine month
period ended September 30, 2011 increased $4.8 million, or 46.7%, to $15.2 million from
approximately $10.4 million for the same nine month period in 2010 on a used equipment sales
increase of $19.6 million. Gross profit margin for the nine month period ended September 30, 2011
was 23.2%, up 0.6% from 22.6% in the same nine month period in 2010. Our used equipment sales from
the rental fleet, which comprised approximately 72.4% and 75.3% of our used equipment sales for the
nine month periods ended September 30, 2011 and 2010, respectively, were approximately 142.2% of net
book value for the nine month period ended September 30, 2011
compared to 136.8% for the same nine
month period in 2010.
Parts Sales Gross Profit. For the nine month period ended September 30, 2011, our parts sales
revenue gross profit increased $1.8 million, or 10.4%, to $19.0 million from $17.2 million for the
same nine month period in 2010 on a $6.2 million increase in parts sales revenues. Gross profit
margin was 26.7% for both nine month periods ended September 30, 2011 and 2010.
Services Revenues Gross Profit. For the nine month period ended September 30, 2011, our
services revenues gross profit increased $1.9 million, or 8.4%, to $24.6 million from $22.7 million
for the same nine month period in 2010 on a $3.6 million increase in services revenues. Gross
profit margin for the nine month period ended September 30, 2011 was 61.3%, down approximately 0.9%
from 62.2% in the same nine month period in 2010 primarily as a result of service revenues mix.
Non-Segmented Other Revenues Gross Loss. Our non-segmented other revenues realized a gross
loss of approximately $4.3 million for the nine month period ended September 30, 2011 compared to a
gross loss of $5.0 million for the same nine month period in 2010. On a gross margin basis, the
margin of gross loss improved to a gross loss margin of 15.6% from 23.0%, primarily reflective of
the $5.9 million improvement is non-segmented other revenues.
Selling, General and Administrative Expenses. SG&A expenses increased approximately $5.5
million, or 5.0%, to $114.7 million for the nine month period ended September 30, 2011 compared to
$109.2 million for the same nine month period in 2010. The net increase in SG&A expenses was
attributable to several factors. Employee salaries and wages and related employee expenses
increased $5.2 million as a result higher salaries, wages and payroll taxes from increased employee
headcount combined with increased commission and incentive pay that resulted from higher rental and sales
revenues, which was partially offset by lower health insurance and workers compensation costs as a
result of favorable claims experience in the nine month period ended
September 30, 2011 compared to the same prior year period. Stock-based
compensation expense was $1.0 million and $0.7 million for the nine month periods ended September
30, 2011 and 2010, respectively. Other outside services costs increased $0.8 million. Fuel and
utility costs increased $0.6 million and marketing related costs increased $0.8 million. These
increases were partially offset by a $1.2 million decrease in professional fees resulting primarily
from data conversion costs and other consulting fees incurred last year related to our enterprise
resource planning system implementation. General liability insurance costs decreased $0.4 million.
As a percent of total revenues, SG&A expenses were 22.8% for the nine months ended September 30,
2011, a decrease of 4.5% from 27.3% for the same nine month period in 2010, primarily as a result
of the nine month period ended September 30, 2011 increase in total
revenues compared to the same period last year.
Other Income (Expense). For the nine month period ended September 30, 2011, our net other
expenses decreased approximately $0.6 million to $21.0 million compared to $21.6 million for the
same nine month period in 2010. The decrease was the result of a $0.2 million decrease in interest
expense to $21.6 million for the nine month period ended September 30, 2011 compared to $21.8
million for the same nine month period in 2010. Miscellaneous other income increased approximately
$0.5 million compared to the nine month period ended September 30, 2010.
Income Taxes. We recorded income tax expense of $0.4 million for the nine month period ended
September 30, 2011 compared to an income tax benefit of approximately $13.4 million for the nine
month period ended September 30, 2010. Our effective income tax rate for the nine month period
ended September 30, 2011 was 29.6% compared to 36.8% for the same nine month period in 2010. The
decrease in our effective tax rate was primarily the result of a favorable increase in permanent
differences related to tax deductible goodwill. The amount of unrecognized tax benefits increased
by $0.1 million from $6.5 million to $6.6 million for the nine month period ended September 30,
2011. Based on available evidence, both positive and negative, we believe it is more likely than
not that our deferred tax assets at September 30, 2011 are fully realizable through future
reversals of existing taxable temporary differences and future taxable income, and are not subject
to any limitations.
31
Liquidity and Capital Resources
Cash flow from operating activities. For the nine month period ended September 30, 2011, our
cash provided by our operating activities was $16.9 million. Our reported net income of $1.1
million, which, when adjusted for non-cash income and 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 $64.7 million. These cash flows from operating activities were also positively impacted by a
$3.2 million decrease in prepaid expenses and other assets and a $1.6 million decrease in accounts
payable. Offsetting these positive cash flows were an increase of $33.0 million in net inventories,
a $12.1 million decrease in manufacturing flooring plans payable, a $4.7 million decrease in
accrued expenses payable and other liabilities and a $2.8 million decrease in net receivables.
For the nine month period ended September 30, 2010, our cash provided by our operating
activities was exceeded by our cash used in our operating activities, resulting in net cash used in
our operating activities of $14.0 million. Our reported net loss of approximately $23.0 million,
which, when adjusted for non-cash income and 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 $29.0 million. These cash flows from operating activities were also positively
impacted by an increase of $33.1 million in accounts payable. Offsetting these positive cash flows
were a $17.4 million decrease in manufacturing flooring plans payable, an $28.4 million increase
net accounts receivable, a $24.1 million increase in net inventories, a $2.2 million increase in
prepaid expenses and other assets and a $4.0 million decrease in accrued expenses payable and other
liabilities.
Cash flow from investing activities. For the nine months ended September 30, 2011, cash
provided by our investing activities was exceeded by our cash used in our investing activities,
resulting in net cash used in our investing activities of approximately $54.3 million. This was a
result of purchases of rental and non-rental equipment totaling $102.6 million, which was partially
offset by proceeds from the sale of rental and non-rental equipment of approximately $48.3 million.
For the nine month period ended September 30, 2010, our cash provided by our investing
activities was exceeded by our cash used in our investing activities, resulting in net cash used in
our investing activities of approximately $0.1 million. This was a net result of purchases of
rental and non-rental equipment of $35.2 million and proceeds from the sales of rental and
non-rental equipment totaling $35.1 million.
Cash flow from financing activities. For the nine month period ended September 30, 2011, cash
provided by our financing activities was approximately $13.2 million, which included net borrowings
under our senior secured credit facility of $13.6 million. We purchased approximately $0.6 million
of treasury stock for the nine month period ended September 30, 2011 and recognized $0.2 million of
excess tax benefits associated with stock-based awards. Payments on capital lease obligations for
the nine months ended September 30, 2011 were $0.1 million.
For the nine month period ended September 30, 2010, cash used in our financing activities was
approximately $4.4 million, representing payments of our notes payable and capital lease obligation
and purchases of treasury stock of $1.2 million, $0.1 million and $0.2 million, respectively, and
transactions costs of $2.9 million associated with our amended and restated senior secured credit.
Senior Secured Credit Facility
We and our subsidiaries are parties to a $320.0 million senior secured credit facility with
General Electric Capital Corporation as administrative agent, and the lenders named therein. The
credit facility matures on July 29, 2015. The revolving loans under the credit facility bear
interest, at our option, either at (i) the index rate plus an applicable margin ranging from 1.50%
to 2.25% depending on our leverage ratio or (ii) the LIBOR rate plus an applicable margin of 2.50%
to 3.25% depending on our leverage ratio. The unused commitment fee under the senior secured credit
facility is 0.50%.
Our senior secured credit facility requires us to maintain a minimum fixed charge coverage
ratio in the event that our excess borrowing availability is below $40.0 million (as adjusted if
the incremental facility is exercised). The credit facility also requires us to maintain a maximum
total leverage ratio of 5.0 to 1.0, which is tested if excess availability is less than $40 million
(as adjusted if the incremental facility is exercised). As of September 30, 2011, we were in compliance
with our financial covenants under the senior secured credit facility.
At September 30, 2011, the interest rate on the senior secured credit facility was based on a
3.25% U.S. Prime Rate plus 175 basis points, or 5.0%. At October 31, 2011, we had $291.6 million of
available borrowings under our senior secured credit facility, net of $7.0 million of outstanding
letters of credit.
32
Senior Unsecured Notes
We currently have outstanding $250.0 million aggregate principal amount of 8 3/8% senior
unsecured notes due 2016. The senior unsecured notes are guaranteed, jointly and severally, on an
unsecured senior basis by all of our existing and future domestic restricted subsidiaries.
We may redeem the senior unsecured notes at specified redemption prices plus accrued and
unpaid interest and additional interest. In addition, if we experience a change of control, we will
be required to make an offer to repurchase the senior unsecured notes at a price equal to 101% of
the principal amount thereof, plus accrued and unpaid interest and additional interest.
The indenture governing our senior secured notes contains certain covenants that, among other
things, limit our ability and the ability of our restricted subsidiaries to: (i) incur additional
indebtedness, assume a guarantee or issue preferred stock; (ii) pay dividends or make other equity
distributions or payments to or affecting our subsidiaries; (iii) purchase or redeem our capital
stock; (iv) make certain investments; (v) create liens; (vi) sell or dispose of assets or engage in
mergers or consolidation; (vii) engage in certain transactions with subsidiaries or affiliates;
(viii) enter into sale leaseback transactions with subsidiaries or affiliates; (viii) enter into
sale leaseback transactions; and (ix) engage in certain business activities. Each of the covenants
is subject to exceptions and qualifications.
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 facility operating leases and manufacturer flooring plans
payable, and to meet debt service requirements. In the future, we may pursue additional strategic
acquisitions. In addition, we may use cash from working capital and/or borrowings under our senior
secured credit facility should we repurchase Company securities. 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 nine month period ended September 30, 2011 were approximately $118.4 million, including
approximately $27.7 million of non-cash transfers from new and used equipment to rental fleet
inventory. Our gross property and equipment capital expenditures for the nine month period ended
September 30, 2011 were approximately $12.0 million. In response to changing economic conditions,
we believe we have the flexibility to modify our capital expenditures by adjusting them (either up
or down) to match our actual performance.
To service our debt, we will require a significant amount of cash. Our ability to pay interest
and principal on our indebtedness (including the 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 conditions in the global credit and capital markets, as well as financial, business and other
factors, some of which are beyond our control. Based on our current level of operations and given
the current state of the capital markets, we believe our cash flow from operations, available cash
and available borrowings under our senior secured credit facility will be adequate to meet our
future liquidity needs for the foreseeable future. As of October 31, 2011, we had $291.6 million of
available borrowings under our senior secured credit facility, net of $7.0 million of outstanding
letters of credit.
We cannot provide absolute assurance that our future cash flow from operating activities will
be sufficient to meet our long-term obligations and commitments. If we are unable to generate
sufficient cash flow from operating activities in the future to service our indebtedness and to
meet our other commitments, we will be required to adopt one or more alternatives, such as
refinancing or restructuring our indebtedness, selling material assets or operations or seeking to
raise additional debt or equity capital. 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
debt agreements, including the indenture governing our senior unsecured notes, and our senior
secured credit facility, as well as any future debt agreements, contain or may contain restrictive
covenants, which may prohibit us from adopting any of these alternatives. Our failure to comply
with these covenants could result in an event of default which, if not cured or waived, could
result in the acceleration of all of our debt.
33
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. Typically, parts and service activities
are less affected by changes in demand caused by seasonality.
Contractual and Commercial Commitments
There have been no material changes from the information included in our Annual Report on Form
10-K for the year ended December 31, 2010.
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, 2010.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our earnings may be affected by changes in interest rates since interest expense on our senior
secured credit facility is currently calculated based upon the index rate plus an applicable margin
of 1.50% to 2.25%, depending on the leverage ratio, in the case of index rate revolving loans and
LIBOR plus an applicable margin of 2.50% to 3.25%, depending on the leverage ratio, in the case of
LIBOR revolving loans. At September 30, 2011, we had total borrowings under our senior secured
credit facility of $13.6 million. A 1.0% increase in the interest rate on the senior secured credit
facility would result in approximately a $0.1 million increase in interest expense on an annualized
basis. At October 31, 2011, we had $291.6 million of available borrowings under our senior secured
credit facility, net of $7.0 million of outstanding letters of credit. We did not have significant
exposure to changing interest rates as of September 30, 2011 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 the Company files or furnishes under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods
specified in the SECs rules and forms, and that such information is accumulated and communicated
to the Companys management, including its Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required financial disclosure.
Our Chief Executive Officer and Chief Financial Officer (our principal executive officer and
principal financial officer, respectively) have evaluated the effectiveness of our disclosure
controls and procedures (as defined in Rule 13a-15e and 15d-15e 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 September 30, 2011, our current disclosure controls and
procedures were effective.
The design of any system of control is based upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in achieving its stated
objectives under all future events, no matter how remote, or that the degree of compliance with the
policies or procedures may not deteriorate. Because of its inherent limitations, disclosure
controls and procedures may not prevent or detect all misstatements. Accordingly, even effective
disclosure controls and procedures can only provide reasonable assurance of achieving their control
objectives.
34
Changes in Internal Control Over Financial Reporting
There have been no changes in the Companys internal control over financial reporting that
occurred during the quarter ended September 30, 2011 that have materially affected, or are
reasonably likely to materially affect, the Companys internal control over financial reporting.
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, 2010, which could materially affect our
business, financial condition or future results.
As of the date of this Quarterly Report on Form 10-Q, there have been no material changes with
respect to the Companys risk factors previously disclosed on Form 10-K for the year ended December
31, 2010.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
On June 30, 2011, 25,682 shares of non-vested stock that were issued in 2008 vested at $13.99
per share. On July 12, 2011, holders of those vested shares returned 5,290 shares of common stock
to the Company as payment for their respective employee withholding taxes. This resulted in an
addition of 5,290 shares to Treasury Stock.
Item 3. Defaults upon Senior Securities.
None.
Item 4. (Removed and Reserved).
Item 5. Other Information.
None.
35
Item 6. Exhibits.
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10.1 *
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Form of Restricted Stock Award Agreement for Officers of H&E Equipment Services, Inc. |
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31.1*
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2*
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1**
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Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. |
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101.INS**
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XBRL Instance Document |
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101.SCH**
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XBRL Taxonomy Extension Schema Document |
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101.CAL**
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XBRL Taxonomy Extension Calculation Linkbase Document |
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101.LAB**
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XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE**
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XBRL Taxonomy Extension Presentation Linkbase Document |
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* |
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- Filed herewith. |
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** |
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- Furnished herewith. |
36
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.
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H&E EQUIPMENT SERVICES, INC.
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Dated: November 3, 2011 |
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: November 3, 2011 |
By: |
/s/ Leslie S. Magee
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Leslie S. Magee |
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Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer) |
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37
EXHIBIT INDEX
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10.1*
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Form of Restricted Stock Award Agreement for Officers of H&E Equipment Services, Inc. |
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31.1*
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
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31.2**
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
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32.1**
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Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (furnished herewith). |
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101.INS**
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XBRL Instance Document |
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101.SCH**
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XBRL Taxonomy Extension Schema Document |
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101.CAL**
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XBRL Taxonomy Extension Calculation Linkbase Document |
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101.LAB**
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XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE**
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XBRL Taxonomy Extension Presentation Linkbase Document |
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* |
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- Filed herewith. |
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** |
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- Furnished herewith. |
38
exv10w1
Exhibit 10.1
FORM OF RESTRICTED STOCK AWARD AGREEMENT
PERSONAL AND CONFIDENTIAL
[Date]
[ ]
[ ]
[ ]
We are pleased to inform you that on [ ] (the Grant Date), pursuant to the H&E Equipment
Services, Inc. Amended and Restated 2006 Stock-Based Incentive Compensation Plan (as the same may
be amended from time to time, the Plan), the Committee granted you [ ] shares of the Companys
common stock, par value $0.01, (hereinafter either the Restricted Stock or Award) subject to
the restrictions set forth below. You should be aware that any award granted to you under the Plan
is a form of compensation to you and is considered personal and confidential information. The
purpose of the Plan is to attract and retain valued employees by offering them a greater stake in
the Companys success and a closer identity with it, and to encourage ownership of the Companys
Stock by such employees. You should be aware that participation of all employees in the Plan is not
the purpose of the Plan.
This Award is subject to the applicable terms and conditions of the Plan, which are incorporated
herein by reference, and in the event of any contradiction, distinction or difference between this
letter and the terms of the Plan, the terms of the Plan will control. Unless otherwise stated, all
capitalized terms used herein have the meanings set forth in the Plan. By accepting this Award you
(i) acknowledge that you have received and read a copy of the Plan and understand its terms and
(ii) acknowledge that with respect to this Award and the Restricted Stock, you are bound by the
terms of the Plan.
Subject to your continued employment with the Company the restrictions applicable to your
Restricted Stock will lapse in accordance with the following schedule:
[ ] shares will vest on the first anniversary of the Grant Date;
[ ] shares will vest on the second anniversary of the Grant Date; and
[ ] shares will vest on the third anniversary of the Grant Date.
Should your employment with the Company terminate for any reason before any portion of your Award
vests, then that portion of your Award shall be forfeited with no further compensation due to you.
Finally, if you are terminated by the Company for Cause, your entire Award, regardless of whether
any or all of the shares of Restricted Stock that relate to such Award are vested, shall be
forfeited with no further compensation due to you.
In the event that during your service with the Company, a Change in Control, as defined in the
Plan, occurs, your Award will vest in full.
You will either receive certificate(s) for the shares of Restricted Stock granted to you, which the
Company will retain until such shares vest, or such shares will be issued to you in book-entry form
in an account with the Companys transfer agent. In either case, you will be designated as the
registered owner of the Restricted Stock granted to you under this Award. You also agree to
deliver an original, signed and undated stock power (in the form attached hereto as Exhibit A to
the Company or the Companys designee authorizing the Committee to transfer title to the
certificate(s) representing any shares of Restricted Stock that are forfeited under the terms of
the Plan and this Award to the Company in the event that your employment with the Company should
terminate for any reason prior to the lapse of the restrictions or if your service with the Company
is terminated by the Company for Cause at any time.
As described more fully in the attached description of the consequences of making or not making an
election pursuant to Section 83(b) of the Code (Exhibit B), your acceptance of this Award will not
typically constitute a taxable event. Instead, you will recognize taxable income upon each vesting
date described in the schedule above and will recognize capital gain or loss upon your ultimate
disposition or forfeiture of the shares.
You may, however, make an election pursuant to Section 83(b) of the Code within 30 days of your
receipt of this Award to include in your current year taxable income the grant date Fair Market
Value of the Restricted Stock. In such case, you would not recognize taxable income upon each
vesting date and would recognize capital gain or loss only upon your ultimate disposition or
forfeiture of the shares.
You must make appropriate arrangements with the Company to provide for the withholding of the taxes
that will be due with respect to this Award as it vests (or upon grant if you make an election
pursuant to Section 83(b) of the Code). As defined in the Plan, the Company shall, at the election
of the Participant, have the right to retain the number of shares of Company Stock whose Fair
Market Value equals the amount legally required to be withheld in satisfaction of the applicable
withholding taxes. As promptly thereafter as possible, the Company will release to you the vested
shares of Restricted Stock, whether in book-entry form in a non-restricted account with the
Companys transfer agent or if such certificates were previously issued in your name and held by
the Company, the Company will deliver to you certificates for your vested shares of Restricted
Stock.
You should also be aware that any transfer of this Restricted Stock is subject to the Companys
Insider Trading Policy which has previously been provided to you and is posted on the Companys
intranet.
The construction and interpretation of any provision of this Award or the Plan shall be final and
conclusive when made by the Committee.
Nothing in this letter shall confer on you the right to continue in the service of the Company or
interfere in any way with the right of the Company to terminate your service at any time.
You should sign and return a copy of this agreement to the Chief Financial Officer indicating your
agreement to the terms of this letter and the Award granted hereby. This acknowledgement must be
returned within fifteen (15) days; otherwise, the Award will lapse and become null and void. Your
signature will also acknowledge that this letter reflects our final agreement regarding the Award
granted hereunder and supersedes any prior written or oral agreement, understanding or
communication otherwise regarding your Award and that you have received and reviewed the Plan and
that you agree to abide by the applicable terms of these documents as provided herein.
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Very truly yours, |
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Enclosures |
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The undersigned hereby agrees to the foregoing: |
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[ ]
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Date |
Exhibit A
STOCK POWER
For Value Received, [ ] hereby sells, assigns and transfers unto H&E Equipment Services, Inc.
______________ Shares of Restricted Stock of H&E Equipment Services, Inc. (the Company) standing
in his name on the books of said corporation, represented either in book-entry form in an account
with the Companys transfer agent or in certificated form as Certificate No. herewith, and does
hereby irrevocably constitute and appoint the Company to transfer the said stock on the books of
the within named corporation with full power of substitution in the premises.
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In the presence of:
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______________________(Signature of Witness) |
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______________________(Printed Name of Witness) |
Exhibit B
Explanation of Election under Section 83(b) of the Code
If you are awarded Restricted Stock of the Company, you may make an election (an 83(b) Election)
under Section 83(b) of the Internal Revenue Code. An Election Form and a Waiver Form have been
supplied to you with your Award letter. YOU MUST COMPLETE EITHER THE ELECTION FORM (EXHIBIT D) OR
THE WAIVER FORM (EXHIBIT C) NOTIFYING THE COMPANY OF AN 83(b) ELECTION OR DECLINE OF AN 83(b)
ELECTION AND RETURN TO LESLIE MAGEE, CHIEF FINANICAL OFFICER, BY FAX AT (225) 298-5382 OR YOU MAY
SCAN AND RETURN BY EMAIL TO KCOCHRAN@HE-EQUIPMENT.COM. To help you understand the effect of a
Section 83(b) Election, a brief description of the tax consequences of Section 83 of the Code
follows.
Overview of Section 83 of the Code
Section 83 of the Code applies to restricted property transferred in connection with the
performance of services. Section 83 applies to Restricted Stock you acquire under the Companys
Amended and Restated 2006 Stock-Based Incentive Compensation Plan. If you acquire Restricted Stock
and do not make the election described below, Section 83 may cause several taxable events to occur
while you own restricted property:
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There is generally no tax imposed on the transfer of restricted property from an
employer to an employee, nor is there any tax if restricted property is sold by an
employer to an employee for its then fair market value. Absent an 83(b) Election, you
would have no immediate taxable event upon your Award of Restricted Stock. |
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Absent an 83(b) Election, upon the lapse of the restrictions to which the Restricted
Stock is subject, the difference between the amount you originally paid for your stock,
if any, and its then fair market value, is subject to tax at ordinary income tax rates. |
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Finally, the holding period for determining the tax treatment on a sale of your
Restricted Stock is determined by reference to the date on which the restrictions
lapsed, not the date of purchase. Accordingly, without an 83(b) Election, you would be
taxed at unfavorable short-term capital gain rates upon a sale of a portion of your
Restricted Stock unless you had held that stock for at least one year following its
vesting date. |
Section 83(b) Election
As an alternative to the rules above, Section 83(b) provides that you may elect, within 30 days of
the receipt of restricted property, to include the fair market value of the property (determined
without regard to the restrictions), less the price you paid for it, if any, in your gross income
for the taxable year in which you acquired the property. The advantage of making an 83(b) Election
in this situation is that any subsequent increase in value will be taxed only when you dispose of
your shares, and then will be taxed at favorable long term capital gains rates (assuming you have
held the stock for at least one year following its grant date).
The taxable ordinary income upon an 83(b) Election will be the fair market value of the Restricted
Stock on the date it was granted, less the price you paid for it, if any.
Procedure for 83(b) Election
In order to achieve the tax treatment provided by an 83(b) Election, you must make a valid, timely
election to include in your taxable, ordinary income in the year you are awarded Restricted Stock,
the Fair Market Value of the Restricted Stock less the price you paid, if any, for the Restricted
Stock. You must complete the 83(b) election form attached to your Award letter and deliver the
form, preferably by certified or registered mail, return receipt requested, to the Internal Revenue
Service Center where you file your federal income taxes within 30 days of the date you receive the
Award. Upon making such election, you shall promptly furnish a copy of the election to the
Company. If you decline such election, you shall promptly furnish a copy of the waiver form to the
Company within 30 days of the date you receive the Award. PLEASE BE REMINDED THAT YOU MUST COMPLETE
EITHER THE ELECTION FORM OR THE WAIVER FORM NOTIFYING THE COMPANY OF AN 83(b) ELECTION OR DECLINE
OF AN 83(b) ELECTION. RETURN THE ELECTION OR WAIVER FORM TO LESLIE MAGEE, CHIEF
FINANCIAL OFFICER, BY FAX AT (225) 298-5382 OR YOU MAY SCAN AND RETURN BY EMAIL TO
KCOCHRAN@HE-EQUIPMENT.COM.
THE COMPANY SHALL BEAR NO RESPONSIBILITY OR LIABILITY FOR ANY ADVERSE TAX CONSEQUENCES TO YOU
RESULTING FROM YOUR SECTION 83(b) ELECTION OR YOUR FAILURE TO MAKE SUCH ELECTION.
Tax Withholding
At the time of your 83(b) Election, or absent such election, when restrictions on your Restricted
Stock lapse, you must make appropriate arrangements with the Company concerning withholding of any
taxes that may be due with respect to such Common Stock. If you have properly and timely made the
required election under Code Section 83(b), no federal income tax withholding will be required
under current law when your restricted shares vest. You may tender cash payment to the Company in
an amount equal to the required withholding or if you fail to make the required 83(b) Election so
that you experience a taxable event when your restricted shares vest, you may request the Company
to retain the number of shares of Common Stock whose Fair Market Value equals the amount to be
withheld. Please contact Diane Miller in Human Resources for assistance in determining your
required withholding. As promptly thereafter as possible, the Company will issue the vested shares
to you as certificates or in book-entry form in an account with the Companys transfer agent.
**************************
IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the IRS, we inform
you that any U.S. federal tax advice contained in this communication (including any attachments) is
not intended or written to be used, and cannot be used, for the purpose of (a) avoiding penalties
under the Internal Revenue Code or (b) promoting, marketing or recommending to another party any
transaction or matter addressed herein.
**************************
EXHIBIT C
Waiver of 83(b) Election
The undersigned, a recipient of «F12» shares of common stock of H&E Equipment Services, Inc.,
a Delaware corporation (the Company), pursuant to a restricted stock award granted [ ] under the
Companys Amended and Restated 2006 Stock-Based Incentive Compensation Plan (as the same may be
amended from time to time, the Plan), hereby states as follows:
1. The undersigned acknowledges receipt of the Restricted Stock Award Agreement Letter and the
Plan relating to the offering of such shares. The undersigned has carefully reviewed the Plan and
the Agreement pursuant to which the award was granted.
2. The undersigned hereby states that the undersigned has decided (check as applicable):
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to make an election pursuant to Section 83(b) of the Code, and is
submitting to the Company an executed form entitled 83(b) Election Form
(Exhibit D) within 30 days of receipt of the Award, |
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OR |
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not to make an election pursuant to Section 83(b) of the Code, and is submitting to
the Company this executed form, Waiver of 83(b) Election,
within 30 days of receipt of the Award. |
EXHIBIT D
83(b) Election Form
Election to Include Value of Restricted Property in Gross Income
in Year of Transfer Under Code §83(b)
The undersigned hereby elects under section 83(b) of the Internal Revenue Code with respect to
the property described below to include in gross income the excess (if any) of the fair market
value of the property at the time of transfer (determined without regard to any lapse restriction)
over the amount paid for such property, as compensation for services, and supplies the following
information in accordance with Treasury regulation section 1.83-2(e):
1. The name, address and taxpayer identification number of the undersigned is:
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Name:
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[ ] |
Address:
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[ ] |
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[ ] |
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Social Security Number:
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[ ] |
2. The description of the property with respect to which the election is being made is [ ]
shares of Restricted Stock (each a Share) of H&E Equipment Services, Inc., a Delaware Corporation
(the Company).
3. The date on which the property was transferred is [ ] and the taxable year for which this
election is made is calendar year[ ].
4.The nature of the restrictions to which this property is subject: The Shares will vest
over a term of years contingent upon the undersigneds continued service with the Company.
5.The fair market value at time of transfer (determined without regard to any restrictions
other than restrictions which by their terms will never lapse) of the property with respect to
which this election is being made is _____ per Share of Common Stock.
6.The amount paid for the property is $0 per Share of Common Stock.
7.A copy of this statement has been furnished to the Company, which is the person for whom
services were performed. Also, a copy of this statement will be submitted with the income tax
return of the undersigned for the taxable year in which the property was acquired.
Signed: ____________________
Dated: _______________, ____
_______________, 2011
VIA CERTIFIED MAIL
Internal Revenue Service Center
__________________________
__________________________
__________________________
Re: Filing of 83(b) Election
To Whom it May Concern:
Enclosed for filing as of _______________, ____ (the postmark of this package) is an 83(b)
election for taxpayer [ ]; social security number [ ].
Kindly (i) accept the 83(b) election for filing effective today, (ii) date stamp the enclosed
copies of this letter and of the 83(b) election as evidence of such filing and (iii) return the
dated stamped copies of the letter and of the 83(b) election to me in the enclosed self-addressed
stamped envelope. Thank you.
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Sincerely,
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Name: |
[ ] |
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Address: [ ]
[ ] |
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Enclosures
EMPLOYEE SUMMARY OF DISTRIBUTION OF FORMS
1. |
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Award Agreement Letter |
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Sign and return within fifteen (15) days of receipt of the Award to: |
Leslie S. Magee
H&E Equipment Services, Inc.
11100 Mead Road, Suite 200
Baton Rouge, LA 70816
2. |
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Stock Power (Exhibit A) |
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Sign exactly as your name appears on the Stock Power and have witnessed. Leave
all other fields blank DO NOT DATE. The original must be returned with
the Award Agreement Letter above within fifteen (15) days of receipt of the Award. |
3. |
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Waiver of 83(b) Election (Exhibit C) |
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You must choose to waive OR select an 83(b) election. Make your appropriate
selection, sign and return within thirty (30) days of receipt of Award to: |
Leslie S. Magee
H&E Equipment Services, Inc.
FAX: 225.298.5382
EMAIL: kcochran@he-equipment.com
4. |
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83(b) Election Form (Exhibit D) Disregard if you have chosen to waive the 83(b) Election in
#3 above. |
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If you have made an election pursuant to Section 83(b) of the Code, you must complete this
form. |
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(a) |
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File original with the Internal Revenue Service Center where the taxpayers
income tax return will be filed. Filing must be made within thirty (30) days of receipt
of the Award. |
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(b) |
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Attach one copy to the taxpayers income tax return for the taxable year in which the
property was transferred. |
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(c) |
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Submit one copy within thirty (30) days of receipt of Award to the Company: |
Leslie S. Magee
H&E Equipment Services, Inc.
FAX: 225.298.5382
EMAIL: kcochran@he-equipment.com
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, certify that:
1. |
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I have reviewed this quarterly report on Form 10-Q of H&E Equipment Services, Inc.; |
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2. |
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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; |
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3. |
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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; |
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4. |
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The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and
15d-15e) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15f and 15d-15f) for the registrant and have: |
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(a) |
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designed such disclosure controls and procedures, or caused such disclosure controls
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 of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants Board of Directors (or persons performing the equivalent
functions): |
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(a) |
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all significant deficiencies and material weaknesses 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: November 3, 2011 |
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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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, certify that:
1. |
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I have reviewed this quarterly report on Form 10-Q of H&E Equipment Services, Inc.; |
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2. |
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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; |
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3. |
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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; |
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4. |
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The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and
15d-15e) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15f and 15d-15f) for the registrant and have: |
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(a) |
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designed such disclosure controls and procedures, or caused such disclosure controls
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 of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants Board of Directors (or persons performing the equivalent
functions): |
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(a) |
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all significant deficiencies and material weaknesses 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: November 3, 2011 |
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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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 September 30, 2011 as filed with the Securities and Exchange
Commission on the date hereof (the Report), I, John M. Engquist, President and Chief Executive
Officer of the Company, and Leslie S. Magee, Chief Financial Officer 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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to my knowledge, the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and |
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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: November 3, 2011 |
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: November 3, 2011 |
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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