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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended March 31, 2020

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

For the transition period from          to        

Commission file number: 000-51759

 

H&E Equipment Services, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

 

81-0553291

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

7500 Pecue Lane,

 

70809

Baton Rouge, Louisiana

 

(ZIP Code)

(Address of Principal Executive Offices)

 

 

Registrant’s Telephone Number, Including Area Code: (225) 298-5200

 

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share

HEES

Nasdaq Global Market

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes      No  

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

 

Large Accelerated Filer

                         Accelerated Filer                  

Non-Accelerated Filer

 

 

 

 

 

Smaller Reporting Company  

                         Emerging Growth Company

 

 

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

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

As of May 1, 2020, there were 35,919,949 shares of H&E Equipment Services, Inc. common stock, $0.01 par value, outstanding.

 

 

 


H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

March 31, 2020

 

 

 

Page

PART I.  FINANCIAL INFORMATION

 

5

 

 

 

Item 1. Financial Statements:

 

5

Condensed Consolidated Balance Sheets as of March 31, 2020 (Unaudited) and December 31, 2019

 

5

Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2020 and 2019

 

6

Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2020 and 2019

 

7

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

9

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

 

27

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

37

Item 4. Controls and Procedures

 

37

 

 

 

PART II.  OTHER INFORMATION

 

39

 

 

 

Item 1. Legal Proceedings

 

39

Item 1A. Risk Factors

 

39

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

 

40

Item 3. Defaults upon Senior Securities

 

40

Item 4. Mine Safety Disclosures

 

40

Item 5. Other Information

 

40

Item 6. Exhibits

 

41

 

 

 

Signatures

 

42

 

 

2


Forward-Looking Statements

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

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

 

risks related to the impact of the COVID-19 global pandemic, such as the scope and duration of the outbreak, government actions and restrictive measures implemented in response, material delays and cancellations of construction or infrastructure projects, supply chain disruptions and other impacts to the business;

 

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

 

our ability to forecast trends in our business accurately, and the impact of economic downturns and economic uncertainty on the markets we serve (including as a result of current uncertainty due to COVID-19);

 

the impact of conditions in the global credit and commodity markets (including as a result of current volatility and uncertainty in credit and commodity markets due to COVID-19) and their effect on construction spending and the economy in general;

 

trends in oil and natural gas could adversely affect the demand for our services and products;

 

relationships with equipment suppliers;

 

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

 

our indebtedness;

 

risks associated with the expansion of our business and any potential acquisitions we may make, including any related capital expenditures, or our ability to consummate such acquisitions;

 

our possible inability to integrate any businesses we acquire;

 

competitive pressures;

 

security breaches and other disruptions in our information technology systems;

 

adverse weather events or natural disasters;

 

compliance with laws and regulations, including those relating to environmental matters, corporate governance matters and tax matters, as well as any future changes to such laws and regulations; and

 

other factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019.

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, 2019 and Item 1A — “Risk Factors” in this Quarterly Report on Form 10-Q

3


for the three month period ended March 31, 2020, as well as other reports and registration statements filed by us with the SEC. These factors should not be construed as exhaustive and should be read with other cautionary statements in this Quarterly Report on Form 10-Q and our other public filings. All of our annual, quarterly and current reports, and any amendments thereto, filed with or furnished to the SEC are available on our Internet website under the Investor Relations link. For more information about us and the announcements we make from time to time, visit our Internet website at www.he-equipment.com.

4


PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share amounts)

 

 

 

 

Balances at

 

 

 

March 31,

2020

 

 

December 31,

2019

 

 

 

(Unaudited)

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

Cash

 

$

12,440

 

 

$

14,247

 

Receivables, net of allowance for doubtful accounts of $4,774 and $5,236, respectively

 

 

169,415

 

 

 

192,204

 

Inventories, net of reserves for obsolescence of $338 and $331, respectively

 

 

106,157

 

 

 

85,478

 

Prepaid expenses and other assets

 

 

17,361

 

 

 

10,262

 

Rental equipment, net of accumulated depreciation of $696,538 and $676,376, respectively

 

 

1,171,663

 

 

 

1,217,673

 

Property and equipment, net of accumulated depreciation and amortization of $157,202 and $156,782, respectively

 

 

130,614

 

 

 

130,564

 

Operating lease right-of-use assets, net of accumulated amortization of $14,135 and $11,197, respectively

 

 

169,539

 

 

 

156,570

 

Finance lease right-of-use assets, net of accumulated amortization of $2,092 and $2,051, respectively

 

 

325

 

 

 

365

 

Deferred financing costs, net of accumulated amortization of $14,594 and $14,419, respectively

 

 

2,682

 

 

 

2,857

 

Intangible assets, net of accumulated amortization of $7,762 and $6,952, respectively

 

 

31,938

 

 

 

32,948

 

Goodwill

 

 

68,851

 

 

 

131,442

 

Total assets

 

$

1,880,985

 

 

$

1,974,610

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Amounts due on senior secured credit facility

 

$

184,921

 

 

$

216,879

 

Accounts payable

 

 

67,790

 

 

 

58,853

 

Manufacturer flooring plans payable

 

 

17,761

 

 

 

25,201

 

Accrued expenses payable and other liabilities

 

 

57,394

 

 

 

78,382

 

Dividends payable

 

 

95

 

 

 

171

 

Senior unsecured notes, net of unaccreted discount of $2,572 and $2,691 and

   deferred financing costs of $1,666 and $1,743, respectively

 

 

945,762

 

 

 

945,566

 

Operating lease right-of-use liabilities

 

 

172,376

 

 

 

159,265

 

Finance lease right-of-use liabilities

 

 

490

 

 

 

550

 

Deferred income taxes

 

 

170,328

 

 

 

180,126

 

Deferred compensation payable

 

 

2,123

 

 

 

2,098

 

Total liabilities

 

 

1,619,040

 

 

 

1,667,091

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

Common stock, $0.01 par value, 175,000,000 shares authorized; 40,020,289 and 39,921,838 shares issued at March 31, 2020 and December 31, 2019, respectively, and 35,920,148 and 35,848,089 shares outstanding at March 31, 2020 and December 31, 2019, respectively

 

 

399

 

 

 

398

 

Additional paid-in capital

 

 

237,496

 

 

 

235,844

 

Treasury stock at cost, 4,100,141 and 4,073,749 shares of common stock

   held at March 31, 2020 and December 31, 2019, respectively

 

 

(65,253

)

 

 

(64,783

)

Retained earnings

 

 

89,303

 

 

 

136,060

 

Total stockholders’ equity

 

 

261,945

 

 

 

307,519

 

Total liabilities and stockholders’ equity

 

$

1,880,985

 

 

$

1,974,610

 

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 OPERATIONS

(Unaudited)

(Amounts in thousands, except per share amounts)

 

  

 

Three Months Ended

March 31,

 

 

 

2020

 

 

2019

 

Revenues:

 

 

 

 

 

 

 

 

Equipment rentals

 

$

174,519

 

 

$

176,129

 

New equipment sales

 

 

30,873

 

 

 

59,103

 

Used equipment sales

 

 

31,218

 

 

 

29,634

 

Parts sales

 

 

29,769

 

 

 

30,428

 

Services revenues

 

 

16,822

 

 

 

15,568

 

Other

 

 

2,721

 

 

 

2,776

 

Total revenues

 

 

285,922

 

 

 

313,638

 

Cost of revenues:

 

 

 

 

 

 

 

 

Rental depreciation

 

 

59,986

 

 

 

57,148

 

Rental expense

 

 

25,569

 

 

 

24,768

 

Rental other

 

 

16,805

 

 

 

16,275

 

 

 

 

102,360

 

 

 

98,191

 

New equipment sales

 

 

27,426

 

 

 

52,099

 

Used equipment sales

 

 

20,438

 

 

 

19,012

 

Parts sales

 

 

21,903

 

 

 

22,289

 

Services revenues

 

 

5,540

 

 

 

5,004

 

Other

 

 

2,772

 

 

 

3,343

 

Total cost of revenues

 

 

180,439

 

 

 

199,938

 

Gross profit

 

 

105,483

 

 

 

113,700

 

Selling, general and administrative expenses

 

 

79,624

 

 

 

78,647

 

Impairment of goodwill

 

 

61,994

 

 

 

 

Merger costs

 

 

40

 

 

 

119

 

Gain on sales of property and equipment, net

 

 

4,264

 

 

 

741

 

Income (loss) from operations

 

 

(31,911

)

 

 

35,675

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest expense

 

 

(16,030

)

 

 

(16,855

)

Other, net

 

 

630

 

 

 

532

 

Total other expense, net

 

 

(15,400

)

 

 

(16,323

)

Income (loss) before provision (benefit) for income taxes

 

 

(47,311

)

 

 

19,352

 

Provision (benefit) for income taxes

 

 

(10,343

)

 

 

5,109

 

Net income (loss)

 

$

(36,968

)

 

$

14,243

 

Net income (loss) per common share:

 

 

 

 

 

 

 

 

Basic

 

$

(1.03

)

 

$

0.40

 

Diluted

 

$

(1.03

)

 

$

0.40

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

 

35,965

 

 

 

35,787

 

Diluted

 

 

35,965

 

 

 

35,973

 

Dividends declared per common share outstanding

 

$

0.275

 

 

$

0.275

 

 

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

 

 

6


`H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in thousands)

 

 

 

Three Months Ended

March 31,

 

 

 

2020

 

 

2019

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(36,968

)

 

$

14,243

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization of property and equipment

 

 

7,398

 

 

 

6,479

 

Depreciation of rental equipment

 

 

59,986

 

 

 

57,148

 

Amortization of finance lease right-of-use assets

 

 

40

 

 

 

41

 

Amortization of intangible assets

 

 

1,010

 

 

 

952

 

Amortization of deferred financing costs

 

 

251

 

 

 

254

 

Accretion of note discount, net of premium amortization

 

 

120

 

 

 

120

 

Non-cash operating lease expense

 

 

2,821

 

 

 

2,583

 

Provision for losses on accounts receivable

 

 

1,673

 

 

 

1,301

 

Provision for inventory obsolescence

 

 

12

 

 

 

42

 

Change in deferred income taxes

 

 

(9,798

)

 

 

4,977

 

Stock-based compensation expense

 

 

1,652

 

 

 

1,188

 

Impairment of goodwill

 

 

61,994

 

 

 

 

Gain from sales of property and equipment, net

 

 

(4,264

)

 

 

(741

)

Gain from sales of rental equipment, net

 

 

(10,567

)

 

 

(10,621

)

Changes in operating assets and liabilities, net of acquisitions:

 

 

 

 

 

 

 

 

Receivables

 

 

21,116

 

 

 

17,605

 

Inventories

 

 

(33,371

)

 

 

(58,062

)

Prepaid expenses and other assets

 

 

(7,118

)

 

 

(2,117

)

Accounts payable

 

 

9,533

 

 

 

13,539

 

Manufacturer flooring plans payable

 

 

(7,440

)

 

 

2,684

 

Accrued expenses payable and other liabilities

 

 

(23,643

)

 

 

(12,574

)

Deferred compensation payable

 

 

25

 

 

 

27

 

Net cash provided by operating activities

 

 

34,462

 

 

 

39,068

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

      Acquisition of businesses, net of cash acquired

 

 

 

 

 

(106,746

)

Purchases of property and equipment

 

 

(10,069

)

 

 

(7,221

)

Purchases of rental equipment

 

 

(19,785

)

 

 

(48,644

)

Proceeds from sales of property and equipment

 

 

6,880

 

 

 

931

 

Proceeds from sales of rental equipment

 

 

29,056

 

 

 

28,292

 

    Net cash provided by (used in) investing activities

 

 

6,082

 

 

 

(133,388

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Borrowings on senior secured credit facility

 

 

299,524

 

 

 

447,503

 

Payments on senior secured credit facility

 

 

(331,482

)

 

 

(352,617

)

Dividends paid

 

 

(9,863

)

 

 

(9,832

)

Purchases of treasury stock

 

 

(470

)

 

 

(387

)

Payments of deferred financing costs

 

 

 

 

 

(525

)

Payments of finance lease obligations

 

 

(60

)

 

 

(57

)

    Net cash provided by (used in) financing activities

 

 

(42,351

)

 

 

84,085

 

Net decrease in cash

 

 

(1,807

)

 

 

(10,235

)

Cash, beginning of period

 

 

14,247

 

 

 

16,677

 

Cash, end of period

 

$

12,440

 

 

$

6,442

 

7


H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)

(Amounts in thousands)

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2020

 

 

2019

 

Supplemental schedule of noncash investing and financing activities:

 

 

 

 

 

 

 

 

Noncash asset purchases:

 

 

 

 

 

 

 

 

Assets transferred from new and used inventory to rental fleet

 

$

12,680

 

 

$

21,112

 

Purchases of property and equipment included in accrued expenses

   payable and other liabilities

 

$

5

 

 

$

345

 

Operating lease right-of-use assets and lease liabilities recorded upon

    adoption of ASC 842

 

$

 

 

$

162,814

 

Finance lease right-of-use assets and lease liabilities recorded upon

    adoption of ASC 842

 

$

 

 

$

782

 

Operating lease assets obtained in exchange for new

   operating lease liabilities

 

$

15,906

 

 

$

8,348

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

Interest

 

$

29,305

 

 

$

29,481

 

Income taxes paid (net of refunds received)

 

$

(99

)

 

$

(519

)

 

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

 

 

8


H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

(1) Organization and Nature of Operations

Basis of Presentation

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

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such regulations. In the opinion of management, all adjustments (consisting of all normal and recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020, 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, 2019, from which the consolidated balance sheet amounts as of December 31, 2019 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 services support for four core categories of specialized equipment: (1) hi-lift or aerial work platform equipment; (2) cranes; (3) earthmoving equipment; and (4) material handling equipment. By providing equipment rental, sales, on-site parts, repair and maintenance functions under one roof, we are a one-stop provider for our customers’ varied equipment needs. This full service approach provides us with multiple points of customer contact, enables us to maintain a high quality rental fleet, as well as an effective distribution channel for fleet disposal and provides cross‑selling opportunities among our new and used equipment sales, rental, parts sales and services operations.

 

COVID-19

The novel coronavirus (“COVID-19”) was first identified in late 2019. COVID-19 spread rapidly throughout the world and, in March 2020, the World Health Organization characterized COVID-19 as a pandemic. COVID-19 is a pandemic of respiratory disease spreading from person-to-person that poses a serious public health risk. It has significantly disrupted supply chains and businesses around the world. The extent and duration of the COVID-19 impact on our operations and financial position is highly uncertain.

We care about our employees, customers and the communities we serve nationwide, so we took quick and strict action based on CDC and WHO recommendations to combat illness in our workforce and to lessen business interruption for our Company and customers.  We have been designated an essential business and our branches remain open to serve our customers. We are very focused on safely providing the equipment, parts, and service that customers need to continue their work.

We began to experience a decline in revenues in March 2020, when rental and sales volumes declined in response to shelter-in-place orders and other end-user market restrictions. We have taken, and will continue to take, the necessary actions to right-size our business in this environment, which is evolving on a daily basis.  These actions include headcount reductions, modified work

9


schedules reducing hours where needed, furloughs in selected branch locations, as well as appropriate adjustments to our capital spending plans.  

 

 

(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, 2019.  During the three month period ended March 31, 2020, there were no significant changes to those accounting policies.

Use of Estimates

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

Revenue Recognition

Under Topic 606, Revenue from Contracts with Customers, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. As described below and in note 12 to these consolidated financial statements, we adopted Topic 842, Leases, on January 1, 2019. We recognize revenue in accordance with two different accounting standards: 1) Topic 606 and 2) Topic 842.

Under Topic 606, revenue from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales incentives and amounts collected on behalf of third parties. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. Our contracts with customers generally do not include multiple performance obligations. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for such products or services.

In the table below, revenue as presented in our condensed consolidated statement of operations for the three month periods ended March 31, 2020 and 2019 is summarized by type and by the applicable accounting standard.

 

 

 

Three Month Period Ended March 31,

 

 

 

2020

 

 

2019

 

 

 

Topic 842

 

 

Topic 606

 

 

Total

 

 

Topic 842

 

 

Topic 606

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned equipment rentals

 

$

153,670

 

 

$

258

 

 

$

153,928

 

 

$

153,350

 

 

$

274

 

 

$

153,624

 

Re-rent revenue

 

 

4,690

 

 

 

 

 

 

4,690

 

 

 

6,036

 

 

 

 

 

 

6,036

 

Ancillary and other rental revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Delivery and pick-up

 

 

 

 

 

9,126

 

 

 

9,126

 

 

 

 

 

 

8,982

 

 

 

8,982

 

Other

 

 

6,775

 

 

 

 

 

 

6,775

 

 

 

7,487

 

 

 

 

 

 

7,487

 

Total ancillary rental revenues

 

 

6,775

 

 

 

9,126

 

 

 

15,901

 

 

 

7,487

 

 

 

8,982

 

 

 

16,469

 

Total equipment rental revenues

 

 

165,135

 

 

 

9,384

 

 

 

174,519

 

 

 

166,873

 

 

 

9,256

 

 

 

176,129

 

New equipment sales

 

 

 

 

 

30,873

 

 

 

30,873

 

 

 

 

 

 

59,103

 

 

 

59,103

 

Used equipment sales

 

 

 

 

 

31,218

 

 

 

31,218

 

 

 

 

 

 

29,634

 

 

 

29,634

 

Parts sales

 

 

 

 

 

29,769

 

 

 

29,769

 

 

 

 

 

 

30,428

 

 

 

30,428

 

Service revenues

 

 

 

 

 

16,822

 

 

 

16,822

 

 

 

 

 

 

15,568

 

 

 

15,568

 

Other

 

 

 

 

 

2,721

 

 

 

2,721

 

 

 

 

 

 

2,776

 

 

 

2,776

 

Total revenues

 

$

165,135

 

 

$

120,787

 

 

$

285,922

 

 

$

166,873

 

 

$

146,765

 

 

$

313,638

 

 

10


Revenues by reporting segment are presented in note 12 of our condensed consolidated financial statements, using the revenue captions reflected in our consolidated statements of operations. We believe that the disaggregation of our revenues from contracts to customers as reflected above, coupled with further discussion below and the reporting segments in note 12, depict how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by economic factors. For further information related to our accounting for revenues pursuant to Topic 606 and Topic 842, see Significant Accounting Policies in note 2 to our Annual Report on Form 10-K for the year ended December 31, 2019.

 

Receivables and contract assets and liabilities

 

We manage credit risk associated with our accounts receivables at the customer level. Because the same customers typically generate the revenues that are accounted for under both Topic 606 and Topic 842, the discussions below on credit risk and our allowance for doubtful accounts address our total revenues from Topic 606 and Topic 842.

 

We believe concentration of credit risk with respect to our receivables is limited because our customer base is comprised of a large number of geographically diverse customers. No single customer accounted for more than 10% of our revenues on an overall or segment basis for any of the periods presented in this Quarterly Report on Form 10-Q. We manage credit risk through credit approvals, credit limits and other monitoring procedures.

 

Pursuant to Topic 842 and Topic 326 for rental and non-rental receivables, respectively, we maintain an allowance for doubtful accounts that reflects our estimate of our expected credit losses. Our allowance is estimated using a loss rate model based on delinquency. The estimated loss rate is based on our historical experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable forecasts, and our own judgment as to the likelihood of ultimate payment based upon available data. Our largest exposure to doubtful accounts is in our rental operations. We perform credit evaluations of customers and establish credit limits based on reviews of our customers’ current credit information and payment histories. We believe our credit risk is somewhat mitigated by our geographically diverse customer base and our credit evaluation procedures. The actual rate of future credit losses, however, may not be similar to past experience. Our estimate of doubtful accounts could change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowance for doubtful accounts.

 

We do not have material contract assets, impairment losses associated therewith, or material contract liabilities associated with contracts with customers. Our contracts with customers do not generally result in material amounts billed to customers in excess of recognizable revenue. We did not recognize material revenues during the three month periods ended March 31, 2020 or 2019 that was included in the contract liability balance as of the beginning of such periods.

 

 

Goodwill

Goodwill is recorded as the excess of the consideration transferred plus the fair value of any non-controlling interest in the acquiree at the acquisition date over the fair values of the identifiable net assets acquired.

We evaluate goodwill for impairment at least annually, or more frequently if triggering events occur or other impairment indicators arise which might impair recoverability. Impairment of goodwill is evaluated at the reporting unit level. A reporting unit is defined as an operating segment (i.e. before aggregation or combination), or one level below an operating segment (i.e., a component). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. We have identified two components within our Rental operating segment (Equipment Rental Component 1 and Equipment Rental Component 2) and have determined that each of our other operating segments (New Equipment Sales, Used Equipment Sales, Parts Sales and Service Revenues) represent a reporting unit, resulting in six total reporting units. As further described in our Annual Report on Form 10-K for the year ended December 31, 2019, we recorded in the fourth quarter of 2019 impairment charges of $10.7 million and $1.5 million related to our new equipment sales goodwill reporting unit and our service revenues goodwill reporting unit, respectively. As a result, and as indicated in the goodwill reporting unit carrying values rollforward below, these two reporting units had no carrying value at December 31, 2019.

The goodwill impairment test consists of one step, comparing the fair value of a reporting unit with its carrying amount. An entity should recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, limited to the total amount of goodwill allocated to the reporting unit.

Based on our evaluation of the impact to our business in the first quarter of 2020 from the COVID-19 pandemic, we identified triggering events requiring an interim impairment test as of March 31, 2020. These triggering events included a deterioration in macroeconomic conditions, declines in business volume in our industry, a decline in our actual revenue and earnings compared with our planned revenue and earnings, and a sustained decrease in our stock price.  

11


We estimated the fair value of our reporting units by equally weighting results from the income approach and the market approach and we compared those fair values to the carrying values of our four reporting units with carrying values, and determined that our Equipment Rental Component 2 reporting unit had a fair value less than its carrying value, resulting in a $62.0 million impairment charge. The impairment was largely due to Equipment Rental Component 2’s forecasted declines in 2020 rental revenues, which was driven by the decrease in equipment rental demand that began in March 2020 as COVID-19’s impact became more widespread across our geographic footprint, combined with our revenue growth rate and cash flow assumptions for the remaining forecast period under the income approach, and the decline in the fair value of Equipment Rental Component 2 based on the market approach from declining business enterprise values of comparable companies in our industry, resulting in a decrease in revenue and EBITDA multiples of those companies. We determined that our Equipment Rental Component 1, Used Equipment Sales and Parts Sales reporting units were not impaired as their respective fair values exceeded their respective carrying values by approximately 34%, 90%, and 40%, respectively.

Significant assumptions inherent in the valuation methodologies for goodwill are employed and include, prospective financial information, growth rates, terminal value, discount rates, and comparable multiples from publicly traded companies in our industry. The inputs and variables used in determining the fair value of a reporting unit require management to make certain assumptions regarding the impact of operating and macroeconomic changes, as well as estimates of future cash flows. Our estimates regarding future cash flows are based on historical experience and projections of future operating performance, including revenues, margins and operating expenses. We also make certain forecasts about future economic conditions, such as the timing and duration of economic expansion or contraction cycles in our business, interest rates, and other market data. Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change in future periods. An adverse change in any of the assumptions used in our impairment testing (e.g. projected revenue and profit, discount rates, industry price multiples, etc.), including the uncertainty related to the depth and duration of COVID-19’s impact on our forecasted cash flows, could affect our fair value measurements and result in future impairments. If we are unable to achieve the financial forecasts used in our impairment analysis, we may also be required to record an impairment charge to our goodwill.    

The impairment charges are non-cash items and will not affect our cash flows, liquidity or borrowing capacity under the senior credit facility, and the charge is excluded from our financial results in evaluating our financial covenant under the senior secured credit facility.

The changes in the carrying amount of goodwill for our reporting units for the periods ended March 31, 2020 and December 31, 2019 were as follows (amounts in thousands):

 

 

 

Eq. Rental Comp. 1

 

 

Eq. Rental Comp. 2

 

 

New Eq. Sales

 

 

Used Eq. Sales

 

 

Parts Sales

 

 

Service Revenues

 

 

Total

 

Balance at December 31, 2018

 

$

34,297

 

 

$

42,536

 

 

$

10,434

 

 

$

8,461

 

 

$

8,910

 

 

$

1,205

 

 

$

105,843

 

Increases (1)

 

 

14,918

 

 

 

19,775

 

 

 

254

 

 

 

500

 

 

 

2,045

 

 

 

291

 

 

 

37,783

 

Decreases (2)

 

 

 

 

 

 

 

 

(10,688

)

 

 

 

 

 

 

 

 

(1,496

)

 

 

(12,184

)

Balance at December 31, 2019

 

 

49,215

 

 

 

62,311

 

 

 

 

 

 

8,961

 

 

 

10,955

 

 

 

 

 

 

131,442

 

Decreases (3)

 

 

(239

)

 

 

(317

)

 

 

 

 

 

(8

)

 

 

(33

)

 

 

 

 

 

(597

)

Decreases (4)

 

 

 

 

 

(61,994

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(61,994

)

Balance at March 31, 2020

 

$

48,976

 

 

$

 

 

$

 

 

$

8,953

 

 

$

10,922

 

 

$

 

 

$

68,851

 

 

 

(1)

Increases are related to goodwill recognized in the WRI 2019 acquisition. See footnote 3 for further information.

 

(2)

Decreases are related to the goodwill impairment calculated as of October 1, 2019.

 

(3)

Decreases are related to an adjustment from the final closing settlement of the WRI acquisition during the first quarter of 2020.

 

(4)

Decrease is related to the goodwill impairment calculated as of March 31, 2020.

Recent Accounting Pronouncements

Pronouncements Not Yet Adopted

In December 2019, the FASB issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Accounting Standards Codification (“ASC”) 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2020, and generally requires prospective adoption. While

12


we continue to evaluate the new guidance of ASU 2019-12, we currently do not expect the guidance to have a material impact on our consolidated financial statements.     

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited time to ease the potential burden in accounting for or recognizing the effects of reference rate reform, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”) on financial reporting. The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments are elective and are effective upon issuance for all entities through December 31, 2022. The amendments of this ASU should be applied on a prospective basis. The Company is currently evaluating the impact of the new guidance.

In March 2020, the Securities and Exchange Commission (“SEC”) adopted final rules that amend the financial disclosure requirements for subsidiary issuers and guarantors of registered debt securities in Rule 3-10 of Regulation S-X. The SEC also amended the disclosure requirements for affiliates whose securities are pledged as collateral for registered securities in Rule 3-16 of Regulation S-X. The disclosure requirements, as amended, are now relocated to newly created Rules 13-01 and 13-02 in Regulation S-X, while the amended eligibility requirements remain in Rule 3-10. The SEC amended its financial disclosure requirements for companies that conduct registered debt offerings involving subsidiaries as either issuers or guarantors and affiliates whose securities are pledged as collateral. The SEC also narrowed the circumstances that require separate financial statements of subsidiary issuers and guarantors and streamlined the alternative disclosures required in lieu of those statements. Further, the SEC replaced the requirement for separate financial statements of affiliates whose securities are pledged as collateral for registered securities with requirements similar to those adopted for subsidiary issuers and guarantors. The rule is effective January 4, 2021, but earlier compliance is permitted. The Company is currently evaluating the impact of the final rules.

  

Pronouncements Adopted in 2020

 

Credit Losses

 

On January 1, 2020, we adopted Accounting Standards Codification Topic 326, Credit Losses (Topic 326). This standard establishes an impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, we recognize an allowance for our estimate of expected credit losses over the entire contractual term of our receivables from the date of initial recognition of the financial instrument. Measurement of expected credit losses are based on relevant forecasts that affect collectability. Topic 326 applies to trade receivables from certain revenue transactions including receivables from equipment sales, parts and service sales. Under Topic 606 (Revenue from Contracts with Customers), revenue is recognized when, among other criteria, it is probable that the entity will collect the consideration to which it is entitled for goods or services transferred to a customer. At the point that these trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses over their contractual life are recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. The adoption of Topic 326 did not have a material impact on our consolidated financial statements and related disclosures or our existing internal controls because our non-rental accounts receivable are of short duration and there is not a material difference between incurred losses and expected losses.

 

Fair Value

 

On January 1, 2020, we adopted ASU No. 2018-13, Fair Value Measurement - Disclosure Framework. ASU 2018-13 modifies the disclosure requirements for fair value measurements. Entities are no longer required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies are required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The adoption of ASU 2018-13 did not have a material impact on our consolidated financial statements and footnotes.     

 

 

(3) Acquisitions

 

2019 Acquisition

 

Cobra Equipment Rentals LLC (dba “We-Rent-It”)

 

Effective February 1, 2019, we completed the acquisition of We-Rent-It (“WRI”), an equipment rental company with six branches located in central Texas. The acquisition expands our presence in the surrounding markets.

13


 

The aggregate consideration paid to the owners of WRI was approximately $107.9 million. The acquisition and related fees and expenses were funded from borrowings under our Credit Facility (defined below). The following table summarizes the final estimated fair value of the assets acquired and liabilities assumed as of the acquisition date. The final closing statement was settled during the first quarter of 2020 resulting in a $0.6 million decrease in the total consideration paid.

 

 

 

$’s in thousands

 

Cash

 

$

1,745

 

Accounts receivable

 

 

5,119

 

Inventory

 

 

731

 

Prepaid expenses and other assets

 

 

544

 

Rental equipment

 

 

51,747

 

Property and equipment

 

 

3,207

 

Other assets

 

 

21

 

Intangible assets (1)

 

 

8,700

 

Total identifiable assets acquired

 

 

71,814

 

Accounts payable

 

 

(115

)

Accrued expenses payable and other liabilities

 

 

(991

)

Total liabilities assumed

 

 

(1,106

)

Net identifiable assets acquired

 

 

70,708

 

Goodwill (2)

 

 

37,186

 

Net assets acquired

 

$

107,894

 

 

 

(1)

The following table reflects the estimated fair values and useful lives of the acquired intangible assets identified based on our purchase accounting assessments:

 

 

Fair Value

(amounts in

thousands)

 

 

Life (years)

 

Customer relationships

 

$

8,500

 

 

 

10

 

Tradenames

 

 

200

 

 

 

1

 

 

 

$

8,700

 

 

 

 

 

 

 

(2)

We have allocated the $37.2 million goodwill among our six goodwill reporting units as follows (amounts in thousands):

 

Rental Component 1

 

$

14,679

 

Rental Component 2

 

 

19,458

 

New Equipment

 

 

254

 

Used Equipment

 

 

492

 

Parts

 

 

2,012

 

Service

 

 

291

 

 

 

$

37,186

 

 

The level of goodwill that resulted from the WRI acquisition is primarily reflective of WRI’s going-concern value, the value of WRI’s assembled workforce, new customer relationships expected to arise from the acquisition and expected synergies from combining operations. We currently expect the goodwill recognized to be 100% deductible for income tax purposes.

 

Total WRI acquisition costs were $0.4 million. Since our acquisition of WRI on February 1, 2019, significant amounts of equipment rental fleet have been moved between H&E locations and the acquired WRI locations, as well as branch consolidations among the WRI branches acquired and H&E branches have occurred, and therefore, it is impractical to reasonably estimate the amount of WRI revenues and earnings since the acquisition date.

  Pro forma financial information

 

We completed the We-Rent-It acquisition on February 1, 2019. Therefore, our condensed consolidated statements of operations for the three month periods ended March 31, 2020 and 2019 and included herein, includes We-Rent-It for the period of February 1, 2019 through March 31, 2020. The pro forma information below gives effect to the WRI acquisition as if it had been completed on January 1, 2018 (the WRI pro forma acquisition date).

 

The pro forma information below is not necessarily indicative of our results of operations had the acquisitions been completed on the above date, nor is it necessarily indicative of our future results. The pro forma information does not reflect any cost savings from

14


operating efficiencies or synergies that could result from the acquisitions, nor does it reflect additional revenue opportunities following the acquisition. The pro forma adjustments reflected in the table below are subject to change as additional analysis is performed. Pursuant to ASC 805, Business Combinations, pro forma disclosures should be repeated whenever the year or interim period of the acquisition is presented. Since the WRI acquisition was completed in the first quarter of 2019, the pro forma information below gives effect to the WRI acquisition as if the acquisition occurred on January 1, 2018 (the WRI pro forma acquisition date) for the three month period ended March 31, 2018. The tables below present unaudited pro forma consolidated statements of operations information for the three month period ended March 31, 2018 as if WRI was included in our consolidated results for the entire period presented.

 

 

 

 

 

 

 

 

(amounts in thousands, except per share data)

 

 

 

Three Month Period Ended March 31, 2018

 

 

 

H&E(1)

 

 

We-Rent-It

 

 

Total

 

Total revenues

 

$

260,482

 

 

$

7,587

 

 

$

268,069

 

Pretax income

 

 

13,068

 

 

 

784

 

 

 

13,852

 

Pro forma adjustments to pretax income:

 

 

 

 

 

 

 

 

 

 

 

 

Impact of fair value mark-ups/useful life changes on

   depreciation (2)

 

 

 

 

 

(250

)

 

 

(250

)

Intangible asset amortization (3)

 

 

 

 

 

(122

)

 

 

(122

)

Interest expense (4)

 

 

 

 

 

(1,356

)

 

 

(1,356

)

Elimination of historic interest expense (5)

 

 

 

 

 

80

 

 

 

80

 

Pro forma pretax income (loss)

 

 

13,068

 

 

 

(864

)

 

 

12,204

 

Income tax expense (benefit)

 

 

3,590

 

 

 

(235

)

 

 

3,355

 

Net income (loss)

 

$

9,478

 

 

$

(629

)

 

$

8,849

 

Net income (loss) per share – basic (6)

 

$

0.27

 

 

$

(0.02

)

 

$

0.25

 

Net income (loss) per share – diluted (6)

 

$

0.26

 

 

$

(0.02

)

 

$

0.25

 

 

 

(1)

Amounts presented above for “H&E” were derived from the Company’s consolidated statements of income in its Quarterly Report on Form 10-Q for the three month period ended March 31, 2018.

 

 

(2)

Depreciation of rental equipment and non-rental equipment were adjusted for the fair value markups, and the changes in useful lives and salvage values of the equipment acquired in the acquisition.

 

 

(3)

Represents the amortization of the intangible asset acquired in the acquisition.

 

 

(4)

Interest expense was adjusted to reflect the additional debt resulting from the acquisition.

 

 

(5)

Represents the elimination of historic debt of WRI that is not part of the combined entity.

 

 

(6)

Because of the method used in calculating per share data, the summation of entities may not necessarily total to the per share data computed for the total company due to rounding.

 

 

 

 

(4) Fair Value of Financial Instruments

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

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

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

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

15


The carrying value of financial instruments reported in the accompanying condensed consolidated balance sheets for cash, accounts receivable, accounts payable and accrued expenses payable and other liabilities approximate fair value due to the immediate or short-term nature or maturity of these financial instruments. The carrying amounts and fair values of our other financial instruments subject to fair value disclosures as of March 31, 2020 and December 31, 2019 are presented in the table below (amounts in thousands).

 

 

 

March 31, 2020

 

 

 

Carrying

Amount

 

 

Fair

Value

 

Manufacturer flooring plans payable with interest computed at 3.75% (Level 3)

 

$

17,761

 

 

$

15,904

 

Senior unsecured notes with interest computed at 5.625% (Level 2)

 

 

945,762

 

 

 

881,225

 

 

 

 

December 31, 2019

 

 

 

Carrying

Amount

 

 

Fair

Value

 

Manufacturer flooring plans payable with interest computed at 5.25% (Level 3)

 

$

25,201

 

 

$

21,615

 

Senior unsecured notes due 2025 with interest computed at 5.625% (Level 2)

 

 

945,566

 

 

 

995,125

 

 

   

At March 31, 2020 and December 31, 2019, the fair value of our senior unsecured notes due 2025 was based on quoted bond trading market prices for those notes. The carrying amounts and fair values of our other financial instruments subject to fair value disclosures have been calculated based upon market quotes and present value calculations based on market rates.  

During the three month periods ended March 31, 2020 and 2019, there were no transfers of financial assets or liabilities in or out of Level 3 of the fair value hierarchy. For our Level 3 unobservable inputs, we calculate a discount rate for our manufacturing floor plans payable based on the U.S. prime rate plus the applicable margin on our Senior Secured Credit Facility. The discount rate as of March 31, 2020 and December 31, 2019 is disclosed in the above table.

 

Fair Value Measurements on a Nonrecurring Basis

 

Our non-financial assets, such as goodwill, intangible assets and property and equipment, are adjusted to fair value only when an impairment charge is recognized or the underlying investment is sold. Such fair value measurements are based predominately on Level 3 inputs. The results of our Q1 2020 goodwill impairment quantitative test indicated that the respective fair values of the Equipment Rental Component 2 reporting unit is less than the carrying value of the reporting unit, resulting in a goodwill impairment of $62.0 million. See footnote 2 for additional information.

 

 

 

16


(5) Stockholders’ Equity

The following table summarizes the activity in Stockholders’ Equity for the three month periods ended March 31, 2020 and 2019, respectively (amounts in thousands, except share data):

 

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

Shares

Issued

 

 

Amount

 

 

Paid-in

Capital

 

 

Treasury

Stock

 

 

Retained Earnings

 

 

Stockholders’

Equity

 

Balances at December 31, 2019

 

 

39,921,838

 

 

$

398

 

 

$

235,844

 

 

$

(64,783

)

 

$

136,060

 

 

$

307,519

 

Stock-based compensation

 

 

 

 

 

 

 

 

1,652

 

 

 

 

 

 

 

 

 

1,652

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,789

)

 

 

(9,789

)

Issuance of common stock, net of forfeitures

 

 

98,451

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Repurchase of 26,392 shares of restricted common stock

 

 

 

 

 

 

 

 

 

 

 

(470

)

 

 

 

 

 

(470

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(36,968

)

 

 

(36,968

)

Balances at March 31, 2020

 

 

40,020,289

 

 

$

399

 

 

$

237,496

 

 

$

(65,253

)

 

$

89,303

 

 

$

261,945

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2018

 

 

39,748,562

 

 

$

396

 

 

$

231,174

 

 

$

(63,099

)

 

$

88,332

 

 

$

256,803

 

Stock-based compensation

 

 

 

 

 

 

 

 

1,188

 

 

 

 

 

 

 

 

 

1,188

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,793

)

 

 

(9,793

)

Issuance of common stock, net of forfeitures

 

 

59,510

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Repurchase of 14,272 shares of restricted common stock

 

 

 

 

 

 

 

 

 

 

 

(387

)

 

 

 

 

 

(387

)

Cumulative effect adjustment pursuant to the adoption of ASC 842

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(56

)

 

 

(56

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,243

 

 

 

14,243

 

Balances at March 31, 2019

 

 

39,808,072

 

 

$

397

 

 

$

232,362

 

 

$

(63,486

)

 

$

92,726

 

 

$

261,999

 

 

 

 

(6) Stock-Based Compensation

We account for our stock-based compensation plans using the fair value recognition provisions of ASC 718, Stock Compensation. Under the provisions of ASC 718, stock-based compensation is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the requisite employee service period (generally the vesting period of the grant). Shares available for future stock-based payment awards under our 2016 Stock-Based Incentive Compensation Plan were 1,546,963 shares as of March 31, 2020.

Non-vested Stock

The following table summarizes our non-vested stock activity for the three months ended March 31, 2020: 

 

 

 

Number of

Shares

 

 

Weighted

Average Grant

Date Fair Value

 

Non-vested stock at December 31, 2019

 

 

377,740

 

 

$

29.26

 

Granted

 

 

23,608

 

 

$

27.11

 

Vested

 

 

(73,564

)

 

$

24.03

 

Forfeited

 

 

(1,876

)

 

$

30.57

 

Non-vested stock at March 31, 2020

 

 

325,908

 

 

$

30.28

 

 

As of March 31, 2020, we had unrecognized compensation expense of approximately $5.1 million related to non-vested stock that we expect to be recognized over a weighted-average period of approximately 1.8 years. The 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 months ended March 31, 2020 and 2019 is $1.7 million and $1.2 million, respectively.

    

 

17


(7) Income (Loss) per Share

Income (loss) per common share for the three months ended March 31, 2020 and 2019 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. We include all common shares granted under our incentive compensation plan which remain unvested (“restricted common shares”) and contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid (“participating securities”), in the number of shares outstanding in our basic and diluted EPS calculations using the two-class method. All of our restricted common shares are currently participating securities.

Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings allocated to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, distributed and undistributed earnings are allocated to both common shares and restricted common shares based on the total weighted average shares outstanding during the period.  The number of restricted common shares outstanding was approximately 0.7% of total outstanding shares for each of the three months ended March 31, 2020 and 2019, and, consequently, was immaterial to the basic and diluted EPS calculations. Therefore, use of the two-class method had no impact on our basic and diluted EPS calculations for the periods presented. The following table sets forth the computation of basic and diluted net income (loss) per common share for the three months ended March 31, 2020 and 2019 (amounts in thousands, except per share amounts):

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2020

 

 

2019

 

Basic net income (loss) per share:

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(36,968

)

 

$

14,243

 

Weighted average number of common shares outstanding

 

 

35,965

 

 

 

35,787

 

Net income (loss) per share of common stock – basic

 

$

(1.03

)

 

$

0.40

 

Diluted net income (loss) per share:

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(36,968

)

 

$

14,243

 

Weighted average number of common shares outstanding

 

 

35,965

 

 

 

35,787

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

Effect of dilutive non-vested restricted stock

 

 

 

 

 

186

 

Weighted average number of common shares outstanding – diluted

 

 

35,965

 

 

 

35,973

 

Net income (loss) per share of common stock – diluted

 

$

(1.03

)

 

$

0.40

 

Common shares excluded from the denominator as anti-dilutive:

 

 

 

 

 

 

 

 

Non-vested restricted stock

 

 

146

 

 

 

37

 

 

 

(8) Senior Secured Credit Facility

We and our subsidiaries are parties to a $750.0 million Credit Facility with Wells Fargo Capital Finance, LLC as administrative agent, and the lenders named therein (the “Credit Facility”).  For further information related to significant terms of the Credit Facility, see the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

     As of March 31, 2020, we were in compliance with our financial covenants under the Amended and Restated Credit Agreement. At March 31, 2020, we had $184.9 million of borrowings outstanding under the Credit Facility and could borrow up to approximately $557.3 million and remain in compliance with the debt covenants under the Credit Facility. At May 1, 2020, we had $597.2 million of available borrowings under our Credit Facility, net of a $7.7 million outstanding letter of credit.

      

 

(9) Senior Unsecured Notes    

 

 

For further information related to significant terms of the Senior Unsecured Notes, see the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. As of March 31, 2020, we were in compliance with the covenants governing our notes.

18


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

 

Balance at December 31, 2018

 

$

944,780

 

Accretion of discount through December 31, 2019

 

 

1,539

 

Amortization of note premium through December 31, 2019

 

 

(1,062

)

Amortization of deferred financing costs through December 31, 2019

 

 

309

 

Balance at December 31, 2019

 

$

945,566

 

Accretion of discount through March 31, 2020

 

 

385

 

Amortization of note premium through March 31, 2020

 

 

(265

)

Amortization of deferred financing costs through March 31, 2020

 

 

76

 

Balance at March 31, 2020

 

$

945,762

 

 

 

 

(10) Leases

 

We adopted Topic 842 on January 1, 2019. For a discussion of our adoption of Topic 842 and related disclosures, see note 2 and note 11 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2019.

 

At March 31, 2020, as disclosed in our condensed consolidated balance sheet, we had net operating lease right-of-use assets of $169.5 million and net finance lease right-of-use assets of $0.3 million. Our operating lease liabilities at March 31, 2020 were $172.4 million and finance lease liabilities were $0.5 million. The weighted average remaining lease term for operating leases was approximately 10.2 years and the weighted average remaining lease term for finance leases was approximately 2.0 years. The weighted average discount rate for operating and finance leases was approximately 6.6% and 5.9%, respectively.      

 

 

(11) Income Taxes

 

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was signed into law and includes certain income tax provisions relevant to businesses. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted, which is the period ended March 31, 2020. For the period ended March 31, 2020, the CARES Act did not have a material impact on the Company’s consolidated financial statements. We are evaluating the impact, if any, that the CARES Act may have on the Company's future operations, financial position, and liquidity in fiscal year 2020.

 

 

 

(12) Segment Information

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

19


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

March 31,

 

 

 

2020

 

 

2019

 

Segment Revenues:

 

 

 

 

 

 

 

 

Equipment rentals

 

$

174,519

 

 

$

176,129

 

New equipment sales

 

 

30,873

 

 

 

59,103

 

Used equipment sales

 

 

31,218

 

 

 

29,634

 

Parts sales

 

 

29,769

 

 

 

30,428

 

Services revenues

 

 

16,822

 

 

 

15,568

 

Total segmented revenues

 

 

283,201

 

 

 

310,862

 

Non-segmented revenues

 

 

2,721

 

 

 

2,776

 

Total revenues

 

$

285,922

 

 

$

313,638

 

Segment Gross Profit:

 

 

 

 

 

 

 

 

Equipment rentals

 

$

72,159

 

 

$

77,938

 

New equipment sales

 

 

3,447

 

 

 

7,004

 

Used equipment sales

 

 

10,780

 

 

 

10,622

 

Parts sales

 

 

7,866

 

 

 

8,139

 

Services revenues

 

 

11,282

 

 

 

10,564

 

Total segmented gross profit

 

 

105,534

 

 

 

114,267

 

Non-segmented gross loss

 

 

(51

)

 

 

(567

)

Total gross profit

 

$

105,483

 

 

$

113,700

 

 

 

 

 

Balances at

 

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

Segment identified assets:

 

 

 

 

 

 

 

 

Equipment sales

 

$

88,082

 

 

$

67,542

 

Equipment rentals

 

 

1,171,663

 

 

 

1,217,673

 

Parts and services

 

 

18,075

 

 

 

17,936

 

Total segment identified assets

 

 

1,277,820

 

 

 

1,303,151

 

Non-segment identified assets

 

 

603,165

 

 

 

671,459

 

Total assets

 

$

1,880,985

 

 

$

1,974,610

 

 

The Company operates primarily in the United States and our sales to international customers for the three month periods ended March 31, 2020 and 2019 were 0.4% and 0.3%, respectively, of total revenues. No one customer accounted for more than 10% of our revenues on an overall or segment basis for any of the periods presented.

 

 

(13) Condensed Consolidating Financial Information of Guarantor Subsidiaries

All of the indebtedness of H&E Equipment Services, Inc. is guaranteed by GNE Investments, Inc. and its wholly‑owned subsidiary Great Northern Equipment, Inc., H&E Equipment Services (California), LLC, H&E California Holding, Inc., H&E Equipment Services (Mid-Atlantic), Inc. and H&E Finance Corp. The guarantor subsidiaries are all wholly‑owned and the guarantees, made on a joint and several basis, are full and unconditional (subject to subordination provisions and subject to a standard limitation which provides that the maximum amount guaranteed by each guarantor will not exceed the maximum amount that can be guaranteed without making the guarantee void under fraudulent conveyance laws). There are no restrictions on H&E Equipment Services, Inc.’s ability to obtain funds from the guarantor subsidiaries by dividend or loan.

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

 

20


CONDENSED CONSOLIDATING BALANCE SHEET

 

 

 

As of March 31, 2020

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

12,440

 

 

$

 

 

$

 

 

$

12,440

 

Receivables, net

 

 

145,513

 

 

 

23,902

 

 

 

 

 

 

169,415

 

Inventories, net

 

 

100,422

 

 

 

5,735

 

 

 

 

 

 

106,157

 

Prepaid expenses and other assets

 

 

17,185

 

 

 

176

 

 

 

 

 

 

17,361

 

Rental equipment, net

 

 

1,026,632

 

 

 

145,031

 

 

 

 

 

 

1,171,663

 

Property and equipment, net

 

 

111,296

 

 

 

19,318

 

 

 

 

 

 

130,614

 

Operating lease right-of-use assets, net

 

 

148,335

 

 

 

21,204

 

 

 

 

 

 

169,539

 

Finance lease right-of-use assets, net

 

 

 

 

 

325

 

 

 

 

 

 

325

 

Deferred financing costs, net

 

 

2,682

 

 

 

 

 

 

 

 

 

2,682

 

Investment in guarantor subsidiaries

 

 

204,620

 

 

 

 

 

 

(204,620

)

 

 

 

Intangible assets, net

 

 

31,938

 

 

 

 

 

 

 

 

 

31,938

 

Goodwill

 

 

57,185

 

 

 

11,666

 

 

 

 

 

 

68,851

 

Total assets

 

$

1,858,248

 

 

$

227,357

 

 

$

(204,620

)

 

$

1,880,985

 

Liabilities and Stockholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts due on senior secured credit facility

 

$

184,921

 

 

$

 

 

$

 

 

$

184,921

 

Accounts payable

 

 

62,390

 

 

 

5,400

 

 

 

 

 

 

67,790

 

Manufacturer flooring plans payable

 

 

17,761

 

 

 

 

 

 

 

 

 

17,761

 

Accrued expenses payable and other liabilities

 

 

62,269

 

 

 

(4,875

)

 

 

 

 

 

57,394

 

Dividends payable

 

 

157

 

 

 

(62

)

 

 

 

 

 

95

 

Senior unsecured notes, net

 

 

945,762

 

 

 

 

 

 

 

 

 

945,762

 

Operating lease right-of-use liabilities

 

 

150,592

 

 

 

21,784

 

 

 

 

 

 

172,376

 

Finance lease right-of-use liabilities

 

 

 

 

 

490

 

 

 

 

 

 

490

 

Deferred income taxes

 

 

170,328

 

 

 

 

 

 

 

 

 

170,328

 

Deferred compensation payable

 

 

2,123

 

 

 

 

 

 

 

 

 

2,123

 

Total liabilities

 

 

1,596,303

 

 

 

22,737

 

 

 

 

 

 

1,619,040

 

Stockholders’ equity

 

 

261,945

 

 

 

204,620

 

 

 

(204,620

)

 

 

261,945

 

Total liabilities and stockholders’ equity

 

$

1,858,248

 

 

$

227,357

 

 

$

(204,620

)

 

$

1,880,985

 

21


CONDENSED CONSOLIDATING BALANCE SHEET

 

 

 

As of December 31, 2019

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

14,247

 

 

$

 

 

$

 

 

$

14,247

 

Receivables, net

 

 

164,260

 

 

 

27,944

 

 

 

 

 

 

192,204

 

Inventories, net

 

 

81,945

 

 

 

3,533

 

 

 

 

 

 

85,478

 

Prepaid expenses and other assets

 

 

10,129

 

 

 

133

 

 

 

 

 

 

10,262

 

Rental equipment, net

 

 

1,062,154

 

 

 

155,519

 

 

 

 

 

 

1,217,673

 

Property and equipment, net

 

 

111,429

 

 

 

19,135

 

 

 

 

 

 

130,564

 

Operating lease right-of-use assets, net

 

 

137,625

 

 

 

18,945

 

 

 

 

 

 

156,570

 

Finance lease right-of-use assets, net

 

 

 

 

 

365

 

 

 

 

 

 

365

 

Deferred financing costs, net

 

 

2,857

 

 

 

 

 

 

 

 

 

2,857

 

Investment in guarantor subsidiaries

 

 

235,749

 

 

 

 

 

 

(235,749

)

 

 

 

Intangible assets, net

 

 

32,948

 

 

 

 

 

 

 

 

 

32,948

 

Goodwill

 

 

101,916

 

 

 

29,526

 

 

 

 

 

 

131,442

 

Total assets

 

$

1,955,259

 

 

$

255,100

 

 

$

(235,749

)

 

$

1,974,610

 

Liabilities and Stockholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts due under senior secured credit facility

 

$

216,879

 

 

$

 

 

$

 

 

$

216,879

 

Accounts payable

 

 

56,225

 

 

 

2,628

 

 

 

 

 

 

58,853

 

Manufacturer flooring plans payable

 

 

25,201

 

 

 

 

 

 

 

 

 

25,201

 

Accrued expenses payable and other liabilities

 

 

81,646

 

 

 

(3,264

)

 

 

 

 

 

78,382

 

Dividends payable

 

 

231

 

 

 

(60

)

 

 

 

 

 

171

 

Senior unsecured notes, net

 

 

945,566

 

 

 

 

 

 

 

 

 

945,566

 

Operating lease right-of-use liabilities

 

 

139,768

 

 

 

19,497

 

 

 

 

 

 

159,265

 

Finance lease right-of-use liabilities

 

 

 

 

 

550

 

 

 

 

 

 

550

 

Deferred income taxes

 

 

180,126

 

 

 

 

 

 

 

 

 

180,126

 

Deferred compensation payable

 

 

2,098

 

 

 

 

 

 

 

 

 

2,098

 

Total liabilities

 

 

1,647,740

 

 

 

19,351

 

 

 

 

 

 

1,667,091

 

Stockholders’ equity

 

 

307,519

 

 

 

235,749

 

 

 

(235,749

)

 

 

307,519

 

Total liabilities and stockholders’ equity

 

$

1,955,259

 

 

$

255,100

 

 

$

(235,749

)

 

$

1,974,610

 

22


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

 

 

 

Three Months Ended March 31, 2020

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

$

151,846

 

 

$

22,673

 

 

$

 

 

$

174,519

 

New equipment sales

 

 

29,005

 

 

 

1,868

 

 

 

 

 

 

30,873

 

Used equipment sales

 

 

26,930

 

 

 

4,288

 

 

 

 

 

 

31,218

 

Parts sales

 

 

25,881

 

 

 

3,888

 

 

 

 

 

 

29,769

 

Services revenues

 

 

14,182

 

 

 

2,640

 

 

 

 

 

 

16,822

 

Other

 

 

2,246

 

 

 

475

 

 

 

 

 

 

2,721

 

Total revenues

 

 

250,090

 

 

 

35,832

 

 

 

 

 

 

285,922

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental depreciation

 

 

51,964

 

 

 

8,022

 

 

 

 

 

 

59,986

 

Rental expense

 

 

22,302

 

 

 

3,267

 

 

 

 

 

 

25,569

 

Rental other

 

 

14,093

 

 

 

2,712

 

 

 

 

 

 

16,805

 

 

 

 

88,359

 

 

 

14,001

 

 

 

 

 

 

102,360

 

New equipment sales

 

 

25,794

 

 

 

1,632

 

 

 

 

 

 

27,426

 

Used equipment sales

 

 

17,821

 

 

 

2,617

 

 

 

 

 

 

20,438

 

Parts sales

 

 

19,130

 

 

 

2,773

 

 

 

 

 

 

21,903

 

Services revenues

 

 

4,688

 

 

 

852

 

 

 

 

 

 

5,540

 

Other

 

 

2,373

 

 

 

399

 

 

 

 

 

 

2,772

 

Total cost of revenues

 

 

158,165

 

 

 

22,274

 

 

 

 

 

 

180,439

 

Gross profit (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

 

63,487

 

 

 

8,672

 

 

 

 

 

 

72,159

 

New equipment sales

 

 

3,211

 

 

 

236

 

 

 

 

 

 

3,447

 

Used equipment sales

 

 

9,109

 

 

 

1,671

 

 

 

 

 

 

10,780

 

Parts sales

 

 

6,751

 

 

 

1,115

 

 

 

 

 

 

7,866

 

Services revenues

 

 

9,494

 

 

 

1,788

 

 

 

 

 

 

11,282

 

Other

 

 

(127

)

 

 

76

 

 

 

 

 

 

(51

)

Gross profit

 

 

91,925

 

 

 

13,558

 

 

 

 

 

 

105,483

 

Selling, general and administrative expenses

 

 

69,530

 

 

 

10,094

 

 

 

 

 

 

79,624

 

Impairment of goodwill

 

 

61,994

 

 

 

 

 

 

 

 

 

61,994

 

Merger costs

 

 

40

 

 

 

 

 

 

 

 

 

40

 

Equity in earnings of guarantor subsidiaries

 

 

907

 

 

 

 

 

 

(907

)

 

 

 

Gain on sales of property and equipment, net

 

 

3,773

 

 

 

491

 

 

 

 

 

 

4,264

 

Income (loss) from operations

 

 

(34,959

)

 

 

3,955

 

 

 

(907

)

 

 

(31,911

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(12,934

)

 

 

(3,096

)

 

 

 

 

 

(16,030

)

Other, net

 

 

582

 

 

 

48

 

 

 

 

 

 

630

 

Total other expense, net

 

 

(12,352

)

 

 

(3,048

)

 

 

 

 

 

(15,400

)

Income (loss) before income tax benefit

 

 

(47,311

)

 

 

907

 

 

 

(907

)

 

 

(47,311

)

Income tax benefit

 

 

(10,343

)

 

 

 

 

 

 

 

 

(10,343

)

Net income (loss)

 

$

(36,968

)

 

$

907

 

 

$

(907

)

 

$

(36,968

)

23


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

 

 

 

 

Three Months Ended March 31, 2019

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

$

153,533

 

 

$

22,596

 

 

$

 

 

$

176,129

 

New equipment sales

 

 

52,575

 

 

 

6,528

 

 

 

 

 

 

59,103

 

Used equipment sales

 

 

25,212

 

 

 

4,422

 

 

 

 

 

 

29,634

 

Parts sales

 

 

26,554

 

 

 

3,874

 

 

 

 

 

 

30,428

 

Services revenues

 

 

13,166

 

 

 

2,402

 

 

 

 

 

 

15,568

 

Other

 

 

1,393

 

 

 

1,383

 

 

 

 

 

 

2,776

 

Total revenues

 

 

272,433

 

 

 

41,205

 

 

 

 

 

 

313,638

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental depreciation

 

 

49,263

 

 

 

7,885

 

 

 

 

 

 

57,148

 

Rental expense

 

 

21,152

 

 

 

3,616

 

 

 

 

 

 

24,768

 

Rental other

 

 

14,063

 

 

 

2,212

 

 

 

 

 

 

16,275

 

 

 

 

84,478

 

 

 

13,713

 

 

 

 

 

 

98,191

 

New equipment sales

 

 

46,460

 

 

 

5,639

 

 

 

 

 

 

52,099

 

Used equipment sales

 

 

16,211

 

 

 

2,801

 

 

 

 

 

 

19,012

 

Parts sales

 

 

19,591

 

 

 

2,698

 

 

 

 

 

 

22,289

 

Services revenues

 

 

4,282

 

 

 

722

 

 

 

 

 

 

5,004

 

Other

 

 

2,710

 

 

 

633

 

 

 

 

 

 

3,343

 

Total cost of revenues

 

 

173,732

 

 

 

26,206

 

 

 

 

 

 

199,938

 

Gross profit (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

 

69,055

 

 

 

8,883

 

 

 

 

 

 

77,938

 

New equipment sales

 

 

6,115

 

 

 

889

 

 

 

 

 

 

7,004

 

Used equipment sales

 

 

9,001

 

 

 

1,621

 

 

 

 

 

 

10,622

 

Parts sales

 

 

6,963

 

 

 

1,176

 

 

 

 

 

 

8,139

 

Services revenues

 

 

8,884

 

 

 

1,680

 

 

 

 

 

 

10,564

 

Other

 

 

(1,317

)

 

 

750

 

 

 

 

 

 

(567

)

Gross profit

 

 

98,701

 

 

 

14,999

 

 

 

 

 

 

113,700

 

Selling, general and administrative expenses

 

 

68,556

 

 

 

10,091

 

 

 

 

 

 

78,647

 

Merger costs

 

 

119

 

 

 

 

 

 

 

 

 

119

 

Equity in earnings of guarantor subsidiaries

 

 

1,724

 

 

 

 

 

 

(1,724

)

 

 

 

Gain on sales of property and equipment, net

 

 

707

 

 

 

34

 

 

 

 

 

 

741

 

Income from operations

 

 

32,457

 

 

 

4,942

 

 

 

(1,724

)

 

 

35,675

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(13,562

)

 

 

(3,293

)

 

 

 

 

 

(16,855

)

Other, net

 

 

457

 

 

 

75

 

 

 

 

 

 

532

 

Total other expense, net

 

 

(13,105

)

 

 

(3,218

)

 

 

 

 

 

(16,323

)

Income before income taxes

 

 

19,352

 

 

 

1,724

 

 

 

(1,724

)

 

 

19,352

 

Income tax expense

 

 

5,109

 

 

 

 

 

 

 

 

 

5,109

 

Net income

 

$

14,243

 

 

$

1,724

 

 

$

(1,724

)

 

$

14,243

 

 

24


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

 

 

 

Three Months Ended March 31, 2020

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(36,968

)

 

$

907

 

 

$

(907

)

 

$

(36,968

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization on property and equipment

 

 

6,500

 

 

 

898

 

 

 

 

 

 

7,398

 

Depreciation of rental equipment

 

 

51,964

 

 

 

8,022

 

 

 

 

 

 

59,986

 

Amortization of finance lease right-of-use assets

 

 

 

 

 

40

 

 

 

 

 

 

40

 

Amortization of intangible assets

 

 

1,010

 

 

 

 

 

 

 

 

 

1,010

 

Amortization of deferred financing costs

 

 

251

 

 

 

 

 

 

 

 

 

251

 

Accretion of note discount, net of premium amortization

 

 

120

 

 

 

 

 

 

 

 

 

120

 

Non-cash operating lease expense

 

 

2,341

 

 

 

480

 

 

 

 

 

 

2,821

 

Provision for losses on accounts receivable

 

 

1,561

 

 

 

112

 

 

 

 

 

 

1,673

 

Provision for inventory obsolescence

 

 

12

 

 

 

 

 

 

 

 

 

12

 

Change in deferred income taxes

 

 

(9,798

)

 

 

 

 

 

 

 

 

(9,798

)

Stock-based compensation expense

 

 

1,652

 

 

 

 

 

 

 

 

 

1,652

 

Impairment of goodwill

 

 

61,994

 

 

 

 

 

 

 

 

 

61,994

 

Gain from sales of property and equipment, net

 

 

(3,773

)

 

 

(491

)

 

 

 

 

 

(4,264

)

Gain from sales of rental equipment, net

 

 

(8,931

)

 

 

(1,636

)

 

 

 

 

 

(10,567

)

Equity in earnings of guarantor subsidiaries

 

 

(907

)

 

 

 

 

 

907

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables

 

 

17,186

 

 

 

3,930

 

 

 

 

 

 

21,116

 

Inventories

 

 

(30,213

)

 

 

(3,158

)

 

 

 

 

 

(33,371

)

Prepaid expenses and other assets

 

 

(7,075

)

 

 

(43

)

 

 

 

 

 

(7,118

)

Accounts payable

 

 

6,761

 

 

 

2,772

 

 

 

 

 

 

9,533

 

Manufacturer flooring plans payable

 

 

(7,440

)

 

 

 

 

 

 

 

 

(7,440

)

Accrued expenses payable and other liabilities

 

 

(21,580

)

 

 

(2,063

)

 

 

 

 

 

(23,643

)

Deferred compensation payable

 

 

25

 

 

 

 

 

 

 

 

 

25

 

Net cash provided by operating activities

 

 

24,692

 

 

 

9,770

 

 

 

 

 

 

34,462

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(8,951

)

 

 

(1,118

)

 

 

 

 

 

(10,069

)

Purchases of rental equipment

 

 

(20,705

)

 

 

920

 

 

 

 

 

 

(19,785

)

Proceeds from sales of property and equipment

 

 

6,352

 

 

 

528

 

 

 

 

 

 

6,880

 

Proceeds from sales of rental equipment

 

 

24,918

 

 

 

4,138

 

 

 

 

 

 

29,056

 

Investment in subsidiaries

 

 

14,176

 

 

 

 

 

 

(14,176

)

 

 

 

Net cash provided by investing activities.

 

 

15,790

 

 

 

4,468

 

 

 

(14,176

)

 

 

6,082

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings on senior secured credit facility

 

 

299,524

 

 

 

 

 

 

 

 

 

299,524

 

Payments on senior secured credit facility

 

 

(331,482

)

 

 

 

 

 

 

 

 

(331,482

)

Dividends paid

 

 

(9,861

)

 

 

(2

)

 

 

 

 

 

(9,863

)

Purchases of treasury stock

 

 

(470

)

 

 

 

 

 

 

 

 

(470

)

Payment of deferred financing costs

 

 

 

 

 

 

 

 

 

 

 

 

Payments on finance lease obligations

 

 

 

 

 

(60

)

 

 

 

 

 

(60

)

Capital contributions

 

 

 

 

 

(14,176

)

 

 

14,176

 

 

 

 

Net cash used in financing activities

 

 

(42,289

)

 

 

(14,238

)

 

 

14,176

 

 

 

(42,351

)

Net decrease in cash

 

 

(1,807

)

 

 

 

 

 

 

 

 

(1,807

)

Cash, beginning of period

 

 

14,247

 

 

 

 

 

 

 

 

 

14,247

 

Cash, end of period

 

$

12,440

 

 

$

 

 

$

 

 

$

12,440

 

25


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

 

 

 

Three Months Ended March 31, 2019

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

14,243

 

 

$

1,724

 

 

$

(1,724

)

 

$

14,243

 

Adjustments to reconcile net income to net cash provided

   by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization on property and equipment

 

 

5,692

 

 

 

787

 

 

 

 

 

 

6,479

 

Depreciation of rental equipment

 

 

49,263

 

 

 

7,885

 

 

 

 

 

 

57,148

 

Amortization of finance lease right-of-use assets

 

 

 

 

 

41

 

 

 

 

 

 

41

 

Amortization of intangible assets

 

 

952

 

 

 

 

 

 

 

 

 

952

 

Amortization of deferred financing costs

 

 

254

 

 

 

 

 

 

 

 

 

254

 

Accretion of note discount, net of premium amortization

 

 

120

 

 

 

 

 

 

 

 

 

120

 

Non-cash operating lease expense

 

 

1,999

 

 

 

584

 

 

 

 

 

 

2,583

 

Provision for losses on accounts receivable

 

 

1,112

 

 

 

189

 

 

 

 

 

 

1,301

 

Provision for inventory obsolescence

 

 

42

 

 

 

 

 

 

 

 

 

42

 

Change in deferred income taxes

 

 

4,977

 

 

 

 

 

 

 

 

 

4,977

 

Stock-based compensation expense

 

 

1,188

 

 

 

 

 

 

 

 

 

1,188

 

Gain from sales of property and equipment, net

 

 

(707

)

 

 

(34

)

 

 

 

 

 

(741

)

Gain from sales of rental equipment, net

 

 

(9,004

)

 

 

(1,617

)

 

 

 

 

 

(10,621

)

Equity in earnings of guarantor subsidiaries

 

 

(1,724

)

 

 

 

 

 

1,724

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables

 

 

8,863

 

 

 

8,742

 

 

 

 

 

 

17,605

 

Inventories

 

 

(51,703

)

 

 

(6,359

)

 

 

 

 

 

(58,062

)

Prepaid expenses and other assets

 

 

(2,109

)

 

 

(8

)

 

 

 

 

 

(2,117

)

Accounts payable

 

 

10,003

 

 

 

3,536

 

 

 

 

 

 

13,539

 

Manufacturer flooring plans payable

 

 

3,172

 

 

 

(488

)

 

 

 

 

 

2,684

 

Accrued expenses payable and other liabilities

 

 

(12,553

)

 

 

(21

)

 

 

 

 

 

(12,574

)

Deferred compensation payable

 

 

27

 

 

 

 

 

 

 

 

 

27

 

Net cash provided by operating activities

 

 

24,107

 

 

 

14,961

 

 

 

 

 

 

39,068

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Acquisition of business, net of cash acquired

 

 

(106,746

)

 

 

 

 

 

 

 

 

 

(106,746

)

Purchases of property and equipment

 

 

(5,446

)

 

 

(1,775

)

 

 

 

 

 

(7,221

)

Purchases of rental equipment

 

 

(43,311

)

 

 

(5,333

)

 

 

 

 

 

(48,644

)

Proceeds from sales of property and equipment

 

 

859

 

 

 

72

 

 

 

 

 

 

931

 

Proceeds from sales of rental equipment

 

 

24,012

 

 

 

4,280

 

 

 

 

 

 

28,292

 

Investment in subsidiaries

 

 

12,203

 

 

 

 

 

 

(12,203

)

 

 

 

Net cash used in investing activities.

 

 

(118,429

)

 

 

(2,756

)

 

 

(12,203

)

 

 

(133,388

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings on senior secured credit facility

 

 

447,503

 

 

 

 

 

 

 

 

 

447,503

 

Payments on senior secured credit facility

 

 

(352,617

)

 

 

 

 

 

 

 

 

(352,617

)

Dividends paid

 

 

(9,831

)

 

 

(1

)

 

 

 

 

 

(9,832

)

Purchases of treasury stock

 

 

(387

)

 

 

 

 

 

 

 

 

(387

)

Payment of deferred financing costs

 

 

(525

)

 

 

 

 

 

 

 

 

(525

)

Payments on finance lease obligations

 

 

(56

)

 

 

(1

)

 

 

 

 

 

(57

)

Capital contributions

 

 

 

 

 

(12,203

)

 

 

12,203

 

 

 

 

Net cash provided by (used in) financing activities

 

 

84,087

 

 

 

(12,205

)

 

 

12,203

 

 

 

84,085

 

Net decrease in cash

 

 

(10,235

)

 

 

 

 

 

 

 

 

(10,235

)

Cash, beginning of period

 

 

16,677

 

 

 

 

 

 

 

 

 

16,677

 

Cash, end of period

 

$

6,442

 

 

$

 

 

$

 

 

$

6,442

 

 

 

26


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

The following discussion summarizes the financial position of H&E Equipment Services, Inc. and its subsidiaries as of March 31, 2020, and its results of operations for the three month period ended March 31, 2020, 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, 2019. 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, 2019 and under Item 1A – “Risk Factors” in this Quarterly Report on Form 10-Q for the three month period ended March 31, 2020.

The outbreak of the COVID-19 pandemic continues to spread throughout the United States of America and the world, including in the primary regions we operate. Many State Governors have issued temporary Executive Orders that, among other stipulations, effectively prohibit in-person work activities for most industries and businesses, having the effect of suspending or severely curtailing operations. While we are considered an essential business pursuant to the various Executive Orders, if repercussions of the outbreak are prolonged, it could have a significant adverse impact to the underlying industries of some of our customers or in some or all of the primary markets in which we operate, including our customers in the oil and gas industry. To date, our branch locations remain operational and we have not incurred any significant interruptions to our day-to-day operations or supply chain, except most of our corporate employees are working remotely.

As the impact of COVID-19 became more widespread in March 2020, our equipment rental utilization began to decline from February 2020 levels and this decline continued through the end of March until mid-April, where we began to see utilization stabilize. However, the timing and the extent of any recovery or further deterioration in our equipment rental utilization cannot be reasonably estimated at this time. The extent of the ultimate impact of the pandemic on the Company's operational and financial performance will depend on various developments, including the duration and spread of the outbreak, governmental limitations on business operations generally, and its and their impact on potential customers, employees, and suppliers, vendors and distribution partners, all of which cannot be reasonably predicted at this time. Any resulting financial impact cannot be reasonably estimated at this time, but is anticipated to have a material adverse impact on our business and results of operations. For a discussion of liquidity, see Liquidity and Capital Resources below.

Overview

Background

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

As of May 1, 2020, we operated 95 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 59 years. H&E Equipment Services L.L.C. (“H&E LLC”) was formed in June 2002 through the business combination of Head & Engquist Equipment, LLC (“Head & Engquist”), a wholly-owned subsidiary of Gulf Wide Industries, L.L.C. (“Gulf Wide”), and ICM Equipment Company L.L.C. (“ICM”). Head & Engquist, founded in 1961, and ICM, founded in 1971, were two leading regional, integrated equipment service companies operating in contiguous geographic markets. In the June 2002 transaction, Head & Engquist and ICM were merged with and into Gulf Wide, which was renamed H&E LLC. Prior to the combination, Head & Engquist operated 25 facilities in the Gulf Coast region, and ICM operated 16 facilities in the Intermountain region of the United States.

Prior to our initial public offering in February 2006, our business was conducted through H&E LLC. In connection with our initial public offering, we converted H&E LLC into H&E Equipment Services, Inc. In order to have an operating Delaware

27


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

Effective January 1, 2018, we completed the acquisition of Contractors Equipment Center (“CEC”), a privately-held company focused on non-residential construction equipment rentals serving the greater Denver, Colorado area out of three branch locations. Effective April 1, 2018, we completed the acquisition of Rental, Inc., a privately-held equipment rental and distribution company with five branch locations in Alabama and Florida. Effective February 1, 2019, we completed the acquisition of We-Rent-It, a privately-held equipment rental company with six branch locations in Central Texas.

Critical Accounting Policies

Item 7, included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2019, 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 significant changes to these critical accounting policies and estimates during the three month period ended March 31, 2020. Our critical accounting policies include, among others, useful lives of rental equipment and property and equipment, acquisition accounting, goodwill, long-lived assets and income taxes.

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, 2019 and in note 2 to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

Business Segments

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

 

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

 

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

 

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

 

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

 

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

Our non-segmented revenues and costs relate to equipment support activities that we provide to customers in connection with new and used equipment sales and parts and services revenues and are not generally allocated to reportable segments.

28


For additional information about our business segments, see note 11 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 three month period ended March 31, 2020, approximately 61.0% of our total revenues were attributable to equipment rentals, 10.8% of our total revenues were attributable to new equipment sales, 10.9% were attributable to used equipment sales, 10.4% were attributable to parts sales, 5.9% were attributable to our services revenues and 1.0% 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 well as in the petrochemical and energy sectors. As a result, our total revenues are affected by several factors including, but not limited to, the demand for and availability of rental equipment, rental rates and other competitive factors, the demand for new and used equipment, the level of construction and industrial activities, spending levels by our customers, adverse weather conditions and general economic conditions.

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

New Equipment Sales. We seek to optimize revenues from new equipment sales by selling equipment through a professional in-house retail sales force focused by product type. While sales of new equipment are impacted by the availability of equipment from the manufacturer, we believe our status as a leading distributor for some of our key suppliers improves our ability to obtain equipment. New equipment sales are an important component of our integrated model due to customer interaction and service contact and new equipment sales also lead to future parts and services revenues.

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.

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.

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.

Our non-segmented revenues relate to equipment support activities that we provide to customers in connection with new and used equipment sales and parts and services revenues and are not generally allocated to reportable segments.

Principal Costs and Expenses

Our largest expenses are the costs to purchase the new equipment we sell, the costs associated with the used equipment we sell, rental expenses, rental depreciation and costs associated with parts sales and services, all of which are included in cost of revenues. For the three month period ended March 31, 2020, our total cost of revenues was $180.4 million. Our operating expenses consist principally of selling, general and administrative expenses. For the three month period ended March 31, 2020, our selling, general and administrative expenses were $79.6 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.

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

29


Cost of Revenues:

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

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

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

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

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

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

Our non-segmented costs relate to equipment support activities that we provide to customers in connection with new and used equipment sales and parts and services revenues and are not generally allocated to reportable segments.

Selling, General and Administrative Expenses:

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

Interest Expense:

Interest expense for the periods presented represents the interest on our outstanding debt instruments, including aggregate amounts outstanding under our revolving senior secured credit facility (the “Credit Facility”), senior unsecured notes due 2025 and our finance lease obligations. Interest expense also includes interest on our outstanding manufacturer flooring plans payable which are used to finance inventory and rental equipment purchases. Non-cash interest expense related to the amortization cost of deferred financing costs and the accretion/amortization of note discount/premium are also included in interest expense.

Principal Cash Flows

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

Rental Fleet

A substantial portion of our overall value is in our rental fleet equipment. The net book value of our rental equipment at March 31, 2020 was $1.2 billion, or approximately 60.3% of our total assets. Our rental fleet as of March 31, 2020 consisted of 43,213 units having an original acquisition cost (which we define as the cost originally paid to manufacturers or the original amount financed under operating leases) of approximately $1.9 billion. As of March 31, 2020, our rental fleet composition was as follows (dollars in millions):

 

30


 

 

Units

 

 

% of

Total

Units

 

 

Original

Acquisition

Cost

 

 

% of

Original

Acquisition

Cost

 

 

Average

Age in

Months

 

Hi-Lift or Aerial Work Platforms

 

 

22,556

 

 

 

52.2

%

 

$

718.4

 

 

 

37.6

%

 

 

44.1

 

Cranes

 

 

229

 

 

 

0.5

%

 

 

82.4

 

 

 

4.3

%

 

 

60.3

 

Earthmoving

 

 

5,000

 

 

 

11.6

%

 

 

446.3

 

 

 

23.3

%

 

 

25.6

 

Material Handling(1)

 

 

7,006

 

 

 

16.2

%

 

 

534.3

 

 

 

27.9

%

 

 

37.8

 

Other

 

 

8,422

 

 

 

19.5

%

 

 

132.1

 

 

 

6.9

%

 

 

27.3

 

Total

 

 

43,213

 

 

 

100.0

%

 

$

1,913.5

 

 

 

100.0

%

 

 

37.7

 

_____________

 

(1)

For discussion and analysis purposes, we have changed our Industrial Lift Trucks product line category to Material Handling, which now includes both Industrial Lift Trucks and Telehandlers, which were previously grouped in the above Hi-Lift or Aerial Work Platforms category. We believe this grouping reclassification better reflects how we manage our product lines and is more consistent with industry practice.

 

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 decreased by approximately $29.3 million, or 1.5%, for the three month period ended March 31, 2020. The average age of our rental fleet equipment increased by approximately 1.4 months for the three month period ended March 31, 2020.

Our average rental rates for the three month period ended March 31, 2020 were 0.4% lower than in the three month period ended March 31, 2019 and approximately 1.9% lower than the three month period ended December 31, 2019 (see further discussion on rental rates in “Results of Operations” below). Our average rental rates do not include rental rate data for legacy We-Rent-It operations for February and March 2019.

The rental equipment mix among our four core product lines for the three months ended March 31, 2020 was largely consistent with that of the prior year comparable period as a percentage of original acquisition cost.

Principal External Factors that Affect our Businesses

We are subject to a number of external factors that may adversely affect our businesses. These factors, and other factors, are discussed below and under the heading “Forward-Looking Statements,” and in Item 1A—Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2019.

 

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

 

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

 

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

Regional and Industry-Specific Activity and Trends. Expenditures by our customers may be impacted by the overall level of construction activity in the markets and regions in which they operate, the price of oil and other commodities and other general

31


economic trends impacting the industries in which our customers and end users operate. As our customers adjust their activity and spending levels in response to these external factors, our rentals and sales of equipment to those customers will be impacted. For example, high levels of industrial activity in our Gulf Coast and Intermountain regions in recent years have been a meaningful driver of growth in our revenues. Conversely, declines in oil and natural gas prices and the related downturn in oil industry activities can result in a significant decrease in our new equipment sales, primarily the sale of new cranes, due to lower demand. Most recently, in the first quarter of 2020, worldwide crude oil and natural gas prices sharply declined as a result of the lack of agreement on production levels by members of the Organization of the Petroleum Exporting Countries and other oil- and gas-producing countries, which has resulted in production outstripping the demand for oil and natural gas. Additionally, the effects of the COVID-19 outbreak, has decreased demand for oil and gas products as companies and other organizations have suspended or curtailed operations and travel. We believe the uncertainty regarding future oil and natural gas prices continues to impact customer capital expenditure decisions.  

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 months ended March 31, 2020 and 2019. The period-to-period comparisons of our financial results are not necessarily indicative of future results.

 

Three Months Ended March 31, 2020 Compared to the Three Months Ended March 31, 2019

Revenues.

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

 

Total

 

 

Total

 

 

 

2020

 

 

2019

 

 

Dollar

Increase

 

 

Percentage

Increase

 

 

 

(in thousands, except percentages)

 

Segment Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rentals

 

$

158,618

 

 

$

159,660

 

 

$

(1,042

)

 

 

(0.7

)%

Rentals other

 

 

15,901

 

 

 

16,469

 

 

 

(568

)

 

 

(3.4

)%

Total equipment rentals

 

 

174,519

 

 

 

176,129

 

 

 

(1,610

)

 

 

(0.9

)%

New equipment sales

 

 

30,873

 

 

 

59,103

 

 

 

(28,230

)

 

 

(47.8

)%

Used equipment sales

 

 

31,218

 

 

 

29,634

 

 

 

1,584

 

 

 

5.3

%

Parts sales

 

 

29,769

 

 

 

30,428

 

 

 

(659

)

 

 

(2.2

)%

Services revenues

 

 

16,822

 

 

 

15,568

 

 

 

1,254

 

 

 

8.1

%

Non-Segmented revenues

 

 

2,721

 

 

 

2,776

 

 

 

(55

)

 

 

(2.0

)%

Total revenues

 

$

285,922

 

 

$

313,638

 

 

$

(27,716

)

 

 

(8.8

)%

_____________

 

(1)

Pursuant to SEC Regulation S-X, our equipment rental revenues, as presented in our condensed consolidated statements of operations in this Quarterly Report on Form 10-Q, are aggregated and presented in a single line item, “Equipment rentals”. The above table disaggregates our equipment rental revenues for discussion and analysis purposes only.

 

Total Revenues. Our total revenues were approximately $285.9 million for the three month period ended March 31, 2020 compared to $313.6 million for the three month period ended March 31, 2019, a decrease of $27.7 million, or 8.8%. Revenues for all reportable segments and non-segmented other revenues are further discussed below.

Equipment Rental Revenues. Our total revenues from equipment rentals for the three month period ended March 31, 2020 declined slightly, decreasing approximately $1.6 million, or 0.9%, to $174.5 million from $176.1 million in the three month period ended March 31, 2019. Our total rental revenues were adversely impacted by wet weather in the first two months of the quarter and the initial impact from the COVID-19 economic downturn in March.

Rentals: Rental revenues decreased $1.0 million, or 0.7%, to $158.6 million for the three month period ended March 31, 2020 compared to $159.7 million for the three month period ended March 31, 2019. Rental revenues from aerial work platform equipment decreased $2.5 million and crane rental revenues decreased $0.8 million. Rental revenues on earthmoving equipment, other equipment and material handling equipment increased $5.0 million, $1.3 million and $0.7 million, respectively. These product line equipment

32


rental revenue fluctuations do not include the impact of legacy WRI equipment rental revenues of approximately $4.7 million for the prior year period.

Our average rental rates for the three month period ended March 31, 2020 decreased 0.4% compared to the same three month period last year and decreased approximately 1.9% from the three month period ended December 31, 2019. Our average rental rates for the three month period ended March 31, 2019 do not include rental rate data for legacy WRI operations.

Rental equipment dollar utilization (annual rental revenues divided by the average original rental fleet equipment costs) for the three month period ended March 31, 2020 was 33.1% compared to 35.2% in the three month period ended March 31, 2019, a decrease of 2.1%. The decrease in comparative rental equipment dollar utilization was the net result of the decrease in equipment rental rates as noted above and a decrease in rental equipment time utilization. Rental equipment time utilization as a percentage of original equipment cost was approximately 64.3% for the three month period ended March 31, 2020 compared to 70.0% in the three month period ended March 31, 2019, a decrease of 5.7%. The decrease in rental equipment time utilization as a percentage of original equipment cost was largely due to a $61.2 million increase, or 3.3%, in our equipment rental fleet since March 31, 2019 combined with the effects of the COVID-19 pandemic on economic activity.

Rentals Other: Our rentals other revenues consists primarily of equipment support activities that we provide to customers in connection with renting equipment, such as hauling charges, damage waiver policies, environmental and other recovery fees. Rental other revenues for the three month period ended March 31, 2020 were $15.9 million compared to $16.5 million for the three month period ended March 31, 2019, a decrease of approximately $0.6 million, or 3.4%, primarily due to the decrease in equipment rental revenues as described above.

New Equipment Sales Revenues. Our new equipment sales for the three month period ended March 31, 2020 decreased $28.2 million, or 47.8%, to $30.9 million from $59.1 million for the three month period ended March 31, 2019. This decrease, as noted below, was driven primarily by decreased sales of new cranes from continuing uncertainty related to oil and gas prices, and decreased sales of new earthmoving equipment as customers began to delay, and in some cases cancel, large capital purchases due to the uncertainty surrounding the COVID-19 outbreak.

Sales of new cranes and new earthmoving equipment decreased $12.0 million and $9.8 million, respectively. Sales of new material handling equipment, new other equipment and new aerial work platform equipment decreased $3.7 million, $2.3 million and $0.4 million, respectively.

Used Equipment Sales Revenues. Our used equipment sales increased $1.6 million, or 5.3%, to $31.2 million for the three month period ended March 31, 2020, from approximately $29.6 million for the same three month period in 2019. This increase, as noted below, was driven primarily by increased sales of used earthmoving and used other equipment.

Sales of used earthmoving increased $4.3 million and sales of used other equipment increased $0.5 million. Partially offsetting these increases, aerial work platform used equipment sales and used crane sales decreased $1.6 million and $1.5 million, respectively.

Parts Sales Revenues. Our parts sales revenues for the three month period ended March 31, 2020 decreased $0.7 million, or 2.2%, to $29.8 million from approximately $30.4 million for the same three month period last year. The decrease in parts sales was attributable to decreases in parts sales across all product lines, with the exception of our crane product line.

Services Revenues. Our services revenues for the three month period ended March 31, 2020 increased $1.3 million, or 8.1%, to approximately $16.8 million from $15.6 million for the same three month period last year. This increase is primarily due to higher services revenues from our crane services.

Non-Segmented Other Revenues. Our non-segmented other revenues relate to equipment support activities that we provide to customers in connection with new and used equipment sales and parts and services revenues and are not generally allocated to reportable segments. For the three month period ended March 31, 2020, our other revenues were approximately $2.7 million, a decrease of $0.1 million, or 2.0%, from approximately $2.8 million in the same three month period in 2019.  

33


Gross Profit.

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

 

Total

 

 

Total

 

 

 

2020

 

 

2019

 

 

Dollar

Increase

(Decrease)

 

 

Percentage

Increase

(Decrease)

 

 

 

(in thousands, except percentages)

 

Segment Gross Profit (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rentals

 

$

73,063

 

 

$

77,744

 

 

$

(4,681

)

 

 

(6.0

)%

Rentals other

 

 

(904

)

 

 

194

 

 

 

(1,098

)

 

 

(566.0

)%

Total equipment rentals

 

 

72,159

 

 

 

77,938

 

 

 

(5,779

)

 

 

(7.4

)%

New equipment sales

 

 

3,447

 

 

 

7,004

 

 

 

(3,557

)

 

 

(50.8

)%

Used equipment sales

 

 

10,780

 

 

 

10,622

 

 

 

158

 

 

 

1.5

%

Parts sales

 

 

7,866

 

 

 

8,139

 

 

 

(273

)

 

 

(3.4

)%

Services revenues

 

 

11,282

 

 

 

10,564

 

 

 

718

 

 

 

6.8

%

Non-Segmented revenues gross loss

 

 

(51

)

 

 

(567

)

 

 

516

 

 

 

(91.0

)%

Total gross profit

 

$

105,483

 

 

$

113,700

 

 

$

(8,217

)

 

 

(7.2

)%

 

Total Gross Profit. Our total gross profit was $105.5 million for the three month period ended March 31, 2020 compared to $113.7 million for the same three month period in 2019, a decrease of $8.2 million, or 7.2%. Total gross profit margin for the three month period ended March 31, 2020 was approximately 36.9%, an increase of 0.6% from the 36.3% gross profit margin for the same three month period in 2019. Gross profit and gross margin for all reportable segments and non-segmented other revenues are further described below.

Equipment Rentals Gross Profit. Our total gross profit from equipment rentals for the three month period ended March 31, 2020 decreased approximately $5.8 million, or 7.4%, to $72.2 million from $77.9 million in the same three month period in 2019. Total gross profit margin from equipment rentals for the three month period ended March 31, 2020 was approximately 41.3% compared to 44.3% for the same period in 2019, a decrease of approximately 3.0%.

Rentals: Rental revenues gross profit decreased $4.7 million to $73.1 million for the three month period ended March 31, 2020 compared to $77.7 million for the same three month period in 2019. The gross profit decrease was the result of a $1.0 million decrease in equipment rental revenues for the three month period ended March 31, 2020 compared to the same period last year, combined with a $2.8 million increase in rental equipment depreciation expense and a $0.8 million increase in rental expenses. The increases in both depreciation expense and rental expenses are primarily due to a larger fleet size in 2020 compared to 2019.

Gross profit margin on equipment rentals for the three month period ended March 31, 2020 was approximately 46.1% compared to 48.7% for the same period in 2019, a decrease of 2.6%. Depreciation expense was 37.8% of equipment rental revenues for the three month period ended March 31, 2020 compared to 35.8% for the same period in 2019, an increase of 2.0%, which is the result of a larger fleet size in 2020 compared to 2019 and lower equipment rental revenues. As a percentage of revenues, rental expenses were 16.1% for the three month period ended March 31, 2020 compared to 15.5% for the same period last year, an increase of 0.6%, resulting primarily from the decrease in rental revenues and higher maintenance costs.

Rentals Other: Our rentals other revenues consists primarily of equipment support activities that we provide to customers in connection with renting equipment, such as hauling charges, damage waiver policies, environmental and other recovery fees. Rental other revenues gross loss for the three month period ended March 31, 2020 was $0.9 million compared to a gross profit of $0.2 million, for the same period in 2019, a decrease of $1.1 million. Gross loss margin was 5.7% for the three month period ended March 31, 2020 compared to a gross profit margin of 1.1% for the same period last year.

New Equipment Sales Gross Profit. Our new equipment sales gross profit for the three month period ended March 31, 2020 decreased $3.6 million, or 50.8%, to $3.4 million compared to $7.0 million for the same three month period in 2019 on a total new equipment sales decrease of $28.2 million. Gross profit margin on new equipment sales was 11.2% for the three month period ended March 31, 2020, compared to 11.9% for the same period last year, a decrease of 0.7%. The decrease in gross profit margin was primarily due to lower gross margins on new earthmoving and crane equipment sales.

Used Equipment Sales Gross Profit. Our used equipment sales gross profit for the three month period ended March 31, 2020 increased $0.2 million, or 1.5%, to $10.8 million from $10.6 million in the same period in 2019 on a used equipment sales increase of $1.6 million.

34


Gross profit margin on used equipment sales for the three month period ended March 31, 2020 was approximately 34.5%, down 1.3% from 35.8% for the same three month period in 2019, primarily as a result of lower used earthmoving, material handling and crane sales gross margin. Our used equipment sales from the rental fleet, which comprised 93.1% and 95.5% of our used equipment sales for the three month periods ended March 31, 2020 and 2019, respectively, were approximately 157.2%  and 160.1% of net book value for the three month periods ended March 31, 2020 and 2019, respectively.

Parts Sales Gross Profit. Our parts sales gross profit for the three month period ended March 31, 2020 was approximately $7.9 million, a decrease of $0.3 million, or 3.4%, from gross profit of $8.1 million for the same period last year on a parts sales decrease of $0.7 million. Gross profit margin for the three month period ended March 31, 2020 was 26.4% compared to 26.8% for the same three month period last year, a decrease of 0.4%, resulting from the mix of parts sold.

Services Revenues Gross Profit. For the three month period ended March 31, 2020, our services revenues gross profit increased $0.7 million, or 6.8%, to $11.3 million from $10.6 million for the same three month period in 2019 on a $1.3 million increase in services revenues. Gross profit margin for the three month period ended March 31, 2020 was 67.1%, a decrease of 0.8% from approximately 67.9% in the same three month period in 2019, as a result of services revenues mix.

Non-Segmented Other Revenues Gross Profit (Loss). Our non-segmented other revenues relate to equipment support activities that we provide to customers in connection with new and used equipment sales and parts and services revenues and are not generally allocated to reportable segments. For the three month period ended March 31, 2020, our other revenues gross loss was $0.1 million compared to a gross loss of $0.6 million, in the same period in 2019.

Selling, General and Administrative Expenses (“SG&A”). SG&A expenses increased $1.0 million, or 1.2%, to $79.6 million for the three month period ended March 31, 2020 compared to $78.6 million for the three month period ended March 31, 2019.

Employee salaries, wages, payroll taxes and related employee benefit and other employee related expenses decreased $1.7 million due to lower commissions and incentive pay combined with headcount reductions and reduced employee hours in response to COVID-19’s impact to our business. Legal and professional fees increased $0.9 million. Liability insurance costs increased $1.5 million. Depreciation and amortization increased $0.3 million. Approximately $0.5 million of the total increase in SG&A expenses was attributable to branches opened since January 1, 2019 (but excluding for this purpose branches acquired as a result of our WRI acquisition) with less than three months of comparable operations in either or both of the three month periods ended March 31, 2020 and 2019. SG&A expenses as a percentage of total revenues for the three month periods ended March 31, 2020 and 2019 were 27.8% and 25.1%, respectively, an increase of 2.7%, resulting from the net increases described above and lower total revenues.

Impairment of Goodwill. Impairment of goodwill incurred in the three months ended March 31, 2020 was $62.0 million. The impairment related to one of our six reporting units, Equipment Rental Component 2. There was no impairment of goodwill for the three months ended March 31, 2019. See note 2 to the consolidated financial statements for additional information.

Gain on Sales of Property & Equipment (Net). We had net gains on sales of property and equipment of $4.3 million compared to $0.7 million for the same period last year, an increase of $3.6 million. This increase is primarily due to a $2.1 million gain on a sale-leaseback transaction in the current period.

Other Income (Expense). For the three month period ended March 31, 2020, our net other expenses decreased approximately $0.9 million to $15.4 million compared to $16.3 million for the same three month period in 2019 as a result of lower interest expense. Interest expense decreased approximately $0.8 million to $16.0 million for the three month period ended March 31, 2020 compared to $16.9 million for the same period last year.

Income Taxes. We recorded income tax benefit of $10.3 million for the three month period ended March 31, 2020 compared to income tax expense of $5.1 million for the three month period ended March 31, 2019. Our effective income tax rate for the three month period ended March 31, 2020 was 21.9% compared to 26.4% for the same period in 2019. Our rate for the three month period ended March 31, 2020 includes the impact of 4.5% related to nondeductible goodwill impairment. On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security Act” (“CARES Act”). We are evaluating the impact, if any, that the CARES Act may have on the Company's future operations, financial position, and liquidity in fiscal year 2020. However, the income tax related provisions of the CARES Act did not have a material impact to our recorded income tax benefit for the three month period ended March 31, 2020. Based on available evidence, both positive and negative, we believe it is more likely than not that our federal deferred tax assets at March 31, 2020 are fully realizable through future reversals of existing taxable temporary differences and future taxable income, and are not subject to any limitations.

35


Liquidity and Capital Resources

Cash flow from operating activities. For the three month period ended March 31, 2020, the net cash provided by our operating activities was $34.5 million. Our reported net loss of $37.0 million, when adjusted for non-cash income and expense items, such as depreciation and amortization, deferred income taxes, net amortization (accretion) of note discount (premium), provision for losses on accounts receivable, provision for inventory obsolescence, stock-based compensation expense, impairment of goodwill and net gains on the sale of long-lived assets, provided positive cash flows of $75.4 million. These cash flows from operating activities were also positively impacted by a $21.1 million decrease in receivables and a $9.5 million increase in accounts payable. Partially offsetting these positive cash flows were a $33.4 million increase in inventories, a $23.6 million decrease in accrued expenses payable and other liabilities, a $7.4 million decrease in manufacturing flooring plans payable and a $7.1 million increase in prepaid expenses and other assets.

For the three month period ended March 31, 2019, the net cash provided by our operating activities was $39.1 million. Our reported net income of $14.2 million, when adjusted for non-cash income and expense items, such as depreciation and amortization, deferred income taxes, net amortization (accretion) of note discount (premium), provision for losses on accounts receivable, provision for inventory obsolescence, stock-based compensation expense and net gains on the sale of long-lived assets, provided positive cash flows of $75.5 million. These cash flows from operating activities were also positively impacted by a $17.6 million decrease in receivables, a $13.5 million increase in accounts payable and a $2.6 million increase in manufacturing flooring plans payable. Partially offsetting these positive cash flows were a $58.1 million increase in inventories, a $12.6 million decrease in accrued expenses payable and other liabilities and a $2.1 million increase in prepaid expenses and other assets.

Cash flow from investing activities. For the three month period ended March 31, 2020, our net cash provided by our investing activities exceeded our cash used in our investing activities, resulting in net cash provided by our investing activities of approximately $6.1 million. Purchases of rental and non-rental equipment were $29.9 million and proceeds from the sale of rental and non-rental equipment were $35.9 million.

For the three month period ended March 31, 2019, our net 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 $133.4 million. The acquisition of WRI totaled $106.7 million (net of cash acquired). Purchases of rental and non-rental equipment were $55.9 million and proceeds from the sale of rental and non-rental equipment were $29.2 million.

Cash flow from financing activities. For the three month period ended March 31, 2020, net cash used in our financing activities was $42.4 million. Net payments under our Credit Facility for the three month period ended March 31, 2020 were $32.0 million. Additionally, dividends paid totaled $9.9 million, or $0.275 per common share. Treasury stock purchases totaled $0.5 million and finance lease principal payments were $0.1 million.

For the three month period ended March 31, 2019, net cash provided by our financing activities was $84.1 million. Net borrowings under our Credit Facility for the three month period ended March 31, 2019 were $94.9 million, which was partially offset by dividends paid totaling $9.8 million, or $0.275 per common share. Payments of deferred financing costs were $0.5 million. Treasury stock purchases totaled $0.4 million and finance lease principal payments were $0.1 million.

Senior Secured Credit Facility

We and our subsidiaries are parties to a $750.0 million Credit Facility with Wells Fargo Capital Finance, LLC as administrative agent, and the lenders named therein. At March 31, 2020, we had total borrowings under the Credit Facility of $184.9 million and we could borrow up to $557.3 million and remain in compliance with the debt covenants under the Credit Facility. At May 1, 2020, we had $597.2 million of available borrowings under our Credit Facility, net of a $7.7 million outstanding letter of credit. We do not anticipate any near-term impacts to our liquidity under the Credit Facility as a result of the COVID-19 pandemic.

 

Cash Requirements Related to Operations

Our principal sources of liquidity have been from cash provided by operating activities and the sales of new, used and rental fleet equipment, proceeds from the issuance of debt, and borrowings available under the Credit Facility. Our principal uses of cash historically have been to fund operating activities and working capital (including new and used equipment inventories), purchases of rental fleet equipment and property and equipment, fund payments due under facility operating leases and manufacturer flooring plans payable, and to meet debt service requirements. In the future, we may pursue additional strategic acquisitions and seek to open new start-up locations, the frequency of which could be tempered depending on the depth and duration of the current COVID-19 pandemic.

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 three month period ended March 31, 2020 were approximately

36


$32.5 million, including $12.7 million of non-cash transfers from new and used equipment to rental fleet inventory. Our gross property and equipment capital expenditures for the three month period ended March 31, 2020 were $10.1 million. In response to changing economic conditions, we believe we have the flexibility to modify our capital expenditures by adjusting them (either up or down) to match our actual performance. As a result of the economic downturn due to the current COVID-19 pandemic, we anticipate decreasing our capital expenditures to adjust for current market conditions.  

To service our debt, we will require a significant amount of cash. Our ability to pay interest and principal on our indebtedness (including the Credit Facility, the Senior Notes and our other indebtedness), will depend upon our future operating performance and the availability of borrowings under the Credit Facility and/or other debt and equity financing alternatives available to us, which will be affected by prevailing economic conditions and conditions in the global credit and capital markets, as well as financial, business and other factors, some of which are beyond our control. Based on our current level of operations and given the current state of the capital markets, we believe our cash flow from operations, available cash and available borrowings under the Credit Facility will be adequate to meet our future liquidity needs for the foreseeable future. As of May 1, 2020, we had $597.2 million of available borrowings under the Credit Facility, net of $7.7 million of outstanding letters of credit. As a result of our planned decrease in capital expenditures for the remainder of 2020, combined with our borrowing availability under the Credit Facility, we do not expect our liquidity to be negatively impacted by the current COVID-19 pandemic.

Quarterly Dividend

On February 14, 2020, the Company announced a quarterly dividend of $0.275 per share to stockholders of record, which was paid on March 13, 2020, totaling approximately $9.9 million. The Company intends to continue to pay regular quarterly cash dividends; however, the declaration of any subsequent dividends is discretionary and will be subject to a final determination by the Board of Directors each quarter after its review of, among other things, business and market conditions.

 

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, 2019.

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, 2019.

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our earnings may be affected by changes in interest rates since interest expense on the Credit Facility is currently calculated based upon the index rate plus an applicable margin of 0.50% to 1.00%, depending on the Average Availability (as defined in the Credit Facility), in the case of index rate revolving loans and LIBOR plus an applicable margin of 1.25% to 1.75%, depending on the Average Availability (as defined in the Credit Facility), in the case of LIBOR revolving loans.  At March 31, 2020, we had outstanding borrowings under the Credit Facility totaling $184.9 million. A 1.0% increase in the interest rate on the Credit Facility would result in an increase of approximately $1.8 million in interest expense on an annualized basis. At May 1, 2020, we had borrowings outstanding totaling approximately $145.1 million, with $597.2 million of available borrowings, net of $7.7 million of outstanding letters of credit.  We did not have significant exposure to changing interest rates as of March 31, 2020 on the fixed-rate senior unsecured notes.  Historically, we have not engaged in derivatives or other financial instruments for trading, speculative or hedging purposes, though we may do so from time to time if such instruments are available to us on acceptable terms and prevailing market conditions are accommodating.

 

 

Item 4. Controls and Procedures

Management’s Quarterly Evaluation of Disclosure Controls and Procedures

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

Our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively) have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a‑15(e) and 15d-15(e)

37


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 March 31, 2020, our current disclosure controls and procedures were effective.

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

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that occurred during the three month period ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

38


PART II. OTHER INFORMATION

 

 

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

Losses that exceed our deductibles and self-insured retentions are insured through various commercial lines of insurance policies. As of May 8, 2020, we are aware of a contingent liability related to an automobile liability claim for which we have determined that an unfavorable outcome is probable. Based on the information currently available to us, we cannot predict the timing of the claim’s ultimate resolution or reasonably estimate the amount or a range of potential losses that will arise from the claim. The ultimate loss on the insured claim could be material. Pursuant to ASC 450, Contingencies, and other relevant guidance, when the contingency become both probable and estimable, our consolidated balance sheets will reflect a liability for the total amount of estimated claim and an asset for the portion of the claim recoverable through insurance. This gross-up presentation could be material to our consolidated balance sheets. Our loss exposure, however, is limited to our insurance policy deductible, which is immaterial to our consolidated statements of income.  

 

 

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, 2019, which could materially affect our business, financial condition or future results.

As of the date of this Quarterly Report on Form 10-Q and other than the risk factor set forth below, there have been no material changes with respect to the Company’s risk factors previously disclosed on Form 10-K for the year ended December 31, 2019.

The COVID-19 pandemic has significantly impacted worldwide economic conditions and could have a material adverse effect on our operations and business.

The recent outbreak of coronavirus in China is spreading globally and has begun to adversely affect economic conditions throughout the United States of America and the world, including in the primary regions we operate. Many State Governors have issued temporary Executive Orders that, among other stipulations, effectively prohibit in-person work activities for most industries and businesses, having the effect of suspending or severely curtailing operations. While we are considered an essential business pursuant to the various Executive Orders and our branch locations generally remain operational, if repercussions of the outbreak are prolonged, it could have a significant adverse impact to the underlying industries of some of our customers or in some or all of the primary markets in which we operate, including our customers in the oil and natural gas industry. The extent of the ultimate impact of the pandemic on the Company's operational and financial performance and liquidity will depend on various developments, including the duration and spread of the outbreak, governmental limitations on business operations generally, and its and their impact on potential customers, employees, and suppliers vendors and distribution partners, all of which are uncertain and cannot be reasonably predicted at this time. As we cannot predict the duration or scope of the COVID-19 pandemic, any resulting financial impact cannot be reasonably estimated at this time, but is anticipated to have a material adverse impact on our business, results of operations, financial condition and liquidity.

Our business could be adversely affected by declines in construction and industrial activities, or a downturn in the economy in general, which could lead to decreased demand for equipment, depressed equipment rental rates and lower sales prices, resulting in a decline in our revenues, gross margins and operating results.

Our equipment is principally used in connection with construction and industrial activities. Consequently, a downturn in construction or industrial activities, or the economy in general, may lead to a decrease in the demand for equipment or depress rental rates and the sales prices for our equipment. Our business may also be negatively impacted, either temporarily or long-term, by:

 

a reduction in spending levels by customers;

 

unfavorable credit markets affecting end-user access to capital;

 

adverse changes in federal, state and local government infrastructure spending;

 

an increase in the cost of construction materials;

 

adverse weather conditions or natural disasters which may affect a particular region;

39


 

a decrease in the level of exploration, development, production activity and capital spending by oil and natural gas companies;

 

a prolonged shutdown of the U.S. government;

 

an increase in interest rates; or

 

terrorism or hostilities involving the United States.

Weakness or deterioration in the non-residential construction and industrial sectors caused by these or other factors could have a material adverse effect on our financial position, results of operations and cash flows in the future and may also have a material adverse effect on residual values realized on the disposition of our rental fleet. For example, during fiscal years 2009 and 2010, the economic downturn and related economic uncertainty, combined with weakness in the construction industry and a decrease in industrial activity, resulted in a significant decrease in the demand for our new and used equipment and depressed equipment rental rates, which resulted in decreased revenues and lower gross margins realized on our equipment rentals and on the sale of our new and used inventory during those periods. More recently, the decline in oil prices and the related downturn in oil industry activities during fiscal years 2014, 2015 and 2016 resulted in a significant decrease in our new equipment sales, primarily the sale of new cranes, due to lower demand. Recently, in early 2020, oil prices and consumption have decreased significantly and we believe the uncertainty regarding future oil prices and consumption may negatively impact customer capital expenditure decisions.

 

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

On December 31, 2019, 76,719 shares of restricted stock units, which were granted in 2017, vested and were subsequently issued on March 9, 2020, at $17.81 per share. Holders of those shares returned an aggregate of 26,392 shares of common stock to the Company during the quarter ended March 31, 2020 as payment for their respective withholding taxes. This resulted in an addition of 26,392 shares to treasury stock.

 

 

Item 3. Defaults upon Senior Securities.

None.

 

 

Item 4. Mine Safety Disclosures.

Not applicable.

 

 

Item 5. Other Information.

None.

 

 

40


Item 6. Exhibits.

 

 

 

 

31.1

 

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

 

 

 

31.2

 

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

 

 

 

32.1

 

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

 

 

 

101.INS

 

Inline XBRL Instance Document (filed herewith).

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document (filed herewith).

 

 

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).

 

 

 

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).

 

 

 

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith).

 

 

 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).

 

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

 

 

41


SIGNATURES

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

 

 

H&E EQUIPMENT SERVICES, INC.

 

 

Dated: May 8, 2020

By: 

/s/ Bradley W. Barber

 

 

Bradley W. Barber

Chief Executive Officer & President

(Principal Executive Officer)

 

 

 

Dated: May 8, 2020

By:

/s/ Leslie S. Magee

 

 

Leslie S. Magee

Chief Financial Officer and Secretary

(Principal Financial and Accounting Officer)

 

 

 

42

hees-ex311_7.htm

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, Bradley W. Barber, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of H&E Equipment Services, Inc.;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

designed such disclosure controls and procedures, or caused such 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;

 

(b)

designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

 

(a)

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 registrant’s ability to record, process, summarize and report financial information; and

 

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: May 8, 2020

By:

/s/ Bradley W. Barber

 

 

Bradley W. Barber

Chief Executive Officer & President

(Principal Executive Officer)

 

hees-ex312_6.htm

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.

I have reviewed this quarterly report on Form 10-Q of H&E Equipment Services, Inc.;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

designed such disclosure controls and procedures, or caused such 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;

 

(b)

designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

 

(a)

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 registrant’s ability to record, process, summarize and report financial information; and

 

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: May 8, 2020

By:

/s/ Leslie S. Magee

 

 

Leslie S. Magee

Chief Financial Officer and Secretary

(Principal Financial Officer)

 

hees-ex321_8.htm

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 March 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bradley W. Barber, Chief Executive Officer and President 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:

 

(1)

to my knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: May 8, 2020

By:

/s/ Bradley W. Barber

 

 

Bradley W. Barber

Chief Executive Officer & President

(Principal Executive Officer)

 

 

 

Dated: May 8, 2020

By:

/s/ Leslie S. Magee

 

 

Leslie S. Magee

Chief Financial Officer and Secretary

(Principal Financial Officer)

 

v3.20.1
Segment Information - Schedule of Information about Reportable Segments (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Mar. 31, 2018
Dec. 31, 2019
Segment Revenues:        
Revenues $ 285,922 $ 313,638 $ 260,482  
Segment Gross Profit:        
Total gross profit 105,483 113,700    
Segment identified assets:        
Total assets 1,880,985     $ 1,974,610
Equipment Rentals [Member]        
Segment Revenues:        
Revenues 174,519 176,129    
Segment Gross Profit:        
Total gross profit 72,159 77,938    
New Equipment Sales [Member]        
Segment Revenues:        
Revenues 30,873 59,103    
Segment Gross Profit:        
Total gross profit 3,447 7,004    
Used Equipment Sales [Member]        
Segment Revenues:        
Revenues 31,218 29,634    
Segment Gross Profit:        
Total gross profit 10,780 10,622    
Parts Sales [Member]        
Segment Revenues:        
Revenues 29,769 30,428    
Segment Gross Profit:        
Total gross profit 7,866 8,139    
Services Revenues [Member]        
Segment Revenues:        
Revenues 16,822 15,568    
Segment Gross Profit:        
Total gross profit 11,282 10,564    
Operating Segments [Member]        
Segment Revenues:        
Revenues 283,201 310,862    
Segment Gross Profit:        
Total gross profit 105,534 114,267    
Segment identified assets:        
Total assets 1,277,820     1,303,151
Operating Segments [Member] | Equipment Rentals [Member]        
Segment Revenues:        
Revenues 174,519 176,129    
Segment Gross Profit:        
Total gross profit 72,159 77,938    
Segment identified assets:        
Total assets 1,171,663     1,217,673
Operating Segments [Member] | New Equipment Sales [Member]        
Segment Revenues:        
Revenues 30,873 59,103    
Segment Gross Profit:        
Total gross profit 3,447 7,004    
Operating Segments [Member] | Used Equipment Sales [Member]        
Segment Revenues:        
Revenues 31,218 29,634    
Segment Gross Profit:        
Total gross profit 10,780 10,622    
Segment identified assets:        
Total assets 88,082     67,542
Operating Segments [Member] | Parts Sales [Member]        
Segment Revenues:        
Revenues 29,769 30,428    
Segment Gross Profit:        
Total gross profit 7,866 8,139    
Operating Segments [Member] | Services Revenues [Member]        
Segment Revenues:        
Revenues 16,822 15,568    
Segment Gross Profit:        
Total gross profit 11,282 10,564    
Operating Segments [Member] | Parts and Services [Member]        
Segment identified assets:        
Total assets 18,075     17,936
Non-Segmented [Member]        
Segment Revenues:        
Revenues 2,721 2,776    
Segment Gross Profit:        
Total gross profit (51) $ (567)    
Segment identified assets:        
Total assets $ 603,165     $ 671,459
v3.20.1
Income (Loss) per Share
3 Months Ended
Mar. 31, 2020
Earnings Per Share [Abstract]  
Income (Loss) per Share

(7) Income (Loss) per Share

Income (loss) per common share for the three months ended March 31, 2020 and 2019 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. We include all common shares granted under our incentive compensation plan which remain unvested (“restricted common shares”) and contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid (“participating securities”), in the number of shares outstanding in our basic and diluted EPS calculations using the two-class method. All of our restricted common shares are currently participating securities.

Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings allocated to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, distributed and undistributed earnings are allocated to both common shares and restricted common shares based on the total weighted average shares outstanding during the period.  The number of restricted common shares outstanding was approximately 0.7% of total outstanding shares for each of the three months ended March 31, 2020 and 2019, and, consequently, was immaterial to the basic and diluted EPS calculations. Therefore, use of the two-class method had no impact on our basic and diluted EPS calculations for the periods presented. The following table sets forth the computation of basic and diluted net income (loss) per common share for the three months ended March 31, 2020 and 2019 (amounts in thousands, except per share amounts):

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2020

 

 

2019

 

Basic net income (loss) per share:

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(36,968

)

 

$

14,243

 

Weighted average number of common shares outstanding

 

 

35,965

 

 

 

35,787

 

Net income (loss) per share of common stock – basic

 

$

(1.03

)

 

$

0.40

 

Diluted net income (loss) per share:

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(36,968

)

 

$

14,243

 

Weighted average number of common shares outstanding

 

 

35,965

 

 

 

35,787

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

Effect of dilutive non-vested restricted stock

 

 

 

 

 

186

 

Weighted average number of common shares outstanding – diluted

 

 

35,965

 

 

 

35,973

 

Net income (loss) per share of common stock – diluted

 

$

(1.03

)

 

$

0.40

 

Common shares excluded from the denominator as anti-dilutive:

 

 

 

 

 

 

 

 

Non-vested restricted stock

 

 

146

 

 

 

37

 

 

v3.20.1
Income Taxes
3 Months Ended
Mar. 31, 2020
Income Tax Disclosure [Abstract]  
Income Taxes

(11) Income Taxes

 

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was signed into law and includes certain income tax provisions relevant to businesses. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted, which is the period ended March 31, 2020. For the period ended March 31, 2020, the CARES Act did not have a material impact on the Company’s consolidated financial statements. We are evaluating the impact, if any, that the CARES Act may have on the Company's future operations, financial position, and liquidity in fiscal year 2020.

v3.20.1
Acquisitions - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Parenthetical) (Detail)
$ in Thousands
Feb. 01, 2019
USD ($)
ReportingUnit
Mar. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Business Acquisition [Line Items]        
Goodwill   $ 68,851 $ 131,442 $ 105,843
We-Rent-It [Member]        
Business Acquisition [Line Items]        
Fair Value (amounts in thousands) $ 8,700      
Goodwill $ 37,186      
Number of goodwill reporting units | ReportingUnit 6      
We-Rent-It [Member] | Rental Component 1 [Member]        
Business Acquisition [Line Items]        
Goodwill $ 14,679      
We-Rent-It [Member] | Rental Component 2 [Member]        
Business Acquisition [Line Items]        
Goodwill 19,458      
We-Rent-It [Member] | New Equipment [Member]        
Business Acquisition [Line Items]        
Goodwill 254      
We-Rent-It [Member] | Used Equipment [Member]        
Business Acquisition [Line Items]        
Goodwill 492      
We-Rent-It [Member] | Parts [Member]        
Business Acquisition [Line Items]        
Goodwill 2,012      
We-Rent-It [Member] | Service [Member]        
Business Acquisition [Line Items]        
Goodwill 291      
Customer Relationships [Member] | We-Rent-It [Member]        
Business Acquisition [Line Items]        
Fair Value (amounts in thousands) $ 8,500      
Life (years) 10 years      
Tradenames [Member] | We-Rent-It [Member]        
Business Acquisition [Line Items]        
Fair Value (amounts in thousands) $ 200      
Life (years) 1 year      
v3.20.1
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
shares in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Revenues:    
Revenues $ 285,922,000 $ 313,638,000
Cost of revenues:    
Cost of revenues 180,439,000 199,938,000
Gross profit 105,483,000 113,700,000
Selling, general and administrative expenses 79,624,000 78,647,000
Impairment of goodwill 61,994,000  
Merger costs 40,000 119,000
Gain on sales of property and equipment, net 4,264,000 741,000
Income (loss) from operations (31,911,000) 35,675,000
Other income (expense):    
Interest expense (16,030,000) (16,855,000)
Other, net 630,000 532,000
Total other expense, net (15,400,000) (16,323,000)
Income (loss) before provision (benefit) for income taxes (47,311,000) 19,352,000
Provision (benefit) for income taxes (10,343,000) 5,109,000
Net income (loss) $ (36,968,000) $ 14,243,000
Net income (loss) per common share:    
Basic $ (1.03) $ 0.40
Diluted $ (1.03) $ 0.40
Weighted average common shares outstanding:    
Basic 35,965 35,787
Diluted 35,965 35,973
Dividends declared per common share outstanding $ 0.275 $ 0.275
Equipment Rentals [Member]    
Revenues:    
Revenues $ 174,519,000 $ 176,129,000
Cost of revenues:    
Cost of revenues 102,360,000 98,191,000
Gross profit 72,159,000 77,938,000
Equipment Rentals [Member] | Rentals Other [Member]    
Cost of revenues:    
Cost of revenues 16,805,000 16,275,000
Equipment Rentals [Member] | Rental Depreciation [Member]    
Cost of revenues:    
Cost of revenues 59,986,000 57,148,000
Equipment Rentals [Member] | Rental Expense [Member]    
Cost of revenues:    
Cost of revenues 25,569,000 24,768,000
New Equipment Sales [Member]    
Revenues:    
Revenues 30,873,000 59,103,000
Cost of revenues:    
Cost of revenues 27,426,000 52,099,000
Gross profit 3,447,000 7,004,000
Used Equipment Sales [Member]    
Revenues:    
Revenues 31,218,000 29,634,000
Cost of revenues:    
Cost of revenues 20,438,000 19,012,000
Gross profit 10,780,000 10,622,000
Parts Sales [Member]    
Revenues:    
Revenues 29,769,000 30,428,000
Cost of revenues:    
Cost of revenues 21,903,000 22,289,000
Gross profit 7,866,000 8,139,000
Services Revenues [Member]    
Revenues:    
Revenues 16,822,000 15,568,000
Cost of revenues:    
Cost of revenues 5,540,000 5,004,000
Gross profit 11,282,000 10,564,000
Other [Member]    
Revenues:    
Revenues 2,721,000 2,776,000
Cost of revenues:    
Cost of revenues 2,772,000 3,343,000
Equipment Rentals [Member]    
Revenues:    
Revenues 174,519,000 176,129,000
New Equipment Sales [Member]    
Revenues:    
Revenues 30,873,000 59,103,000
Used Equipment Sales [Member]    
Revenues:    
Revenues 31,218,000 29,634,000
Parts Sales [Member]    
Revenues:    
Revenues 29,769,000 30,428,000
Services Revenues [Member]    
Revenues:    
Revenues 16,822,000 15,568,000
Other [Member]    
Revenues:    
Revenues $ 2,721,000 $ 2,776,000
v3.20.1
Significant Accounting Policies - Additional Information (Detail)
3 Months Ended 12 Months Ended
Mar. 31, 2020
USD ($)
Customer
Segment
Dec. 31, 2019
USD ($)
Mar. 31, 2019
Customer
Dec. 31, 2019
USD ($)
Customer
Dec. 31, 2018
USD ($)
Summary Of Significant Accounting Policy [Line Items]          
Customer accounted for more than 10% of revenue | Customer 0   0 0  
Number of operating segments | Segment 6        
Goodwill impairment $ 61,994,000        
Goodwill 68,851,000 $ 131,442,000   $ 131,442,000 $ 105,843,000
New Equipment Sales [Member]          
Summary Of Significant Accounting Policy [Line Items]          
Goodwill impairment   10,700      
Goodwill   0   0 10,434,000
Service Revenues [Member]          
Summary Of Significant Accounting Policy [Line Items]          
Goodwill impairment   1,500      
Goodwill   0   0  
Equipment Rental Component 2 [Member]          
Summary Of Significant Accounting Policy [Line Items]          
Goodwill impairment 62,000,000.0        
Goodwill   62,311,000   62,311,000 42,536,000
Equipment Rental Component 1 [Member]          
Summary Of Significant Accounting Policy [Line Items]          
Goodwill $ 48,976,000 49,215,000   49,215,000 34,297,000
Reporting units, percentage of fair value that exceeded respective carrying value 34.00%        
Used Equipment Sales [Member]          
Summary Of Significant Accounting Policy [Line Items]          
Goodwill $ 8,953,000 8,961,000   8,961,000 8,461,000
Reporting units, percentage of fair value that exceeded respective carrying value 90.00%        
Parts Sales [Member]          
Summary Of Significant Accounting Policy [Line Items]          
Goodwill $ 10,922,000 $ 10,955,000   $ 10,955,000 $ 8,910,000
Reporting units, percentage of fair value that exceeded respective carrying value 40.00%        
v3.20.1
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($)
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]    
Transfer of financial assets $ 0 $ 0
Transfer of financial liabilities 0 $ 0
Goodwill impairment 61,994,000  
Equipment Rental Component 2 [Member]    
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]    
Goodwill impairment $ 62,000,000.0  
Fair Value [Member] | Level 1 [Member] | Senior Unsecured Notes Due 2022 [Member]    
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]    
Senior unsecured notes, due year 2025 2025
v3.20.1
Acquisitions
3 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
Acquisitions

(3) Acquisitions

 

2019 Acquisition

 

Cobra Equipment Rentals LLC (dba “We-Rent-It”)

 

Effective February 1, 2019, we completed the acquisition of We-Rent-It (“WRI”), an equipment rental company with six branches located in central Texas. The acquisition expands our presence in the surrounding markets.

 

The aggregate consideration paid to the owners of WRI was approximately $107.9 million. The acquisition and related fees and expenses were funded from borrowings under our Credit Facility (defined below). The following table summarizes the final estimated fair value of the assets acquired and liabilities assumed as of the acquisition date. The final closing statement was settled during the first quarter of 2020 resulting in a $0.6 million decrease in the total consideration paid.

 

 

 

$’s in thousands

 

Cash

 

$

1,745

 

Accounts receivable

 

 

5,119

 

Inventory

 

 

731

 

Prepaid expenses and other assets

 

 

544

 

Rental equipment

 

 

51,747

 

Property and equipment

 

 

3,207

 

Other assets

 

 

21

 

Intangible assets (1)

 

 

8,700

 

Total identifiable assets acquired

 

 

71,814

 

Accounts payable

 

 

(115

)

Accrued expenses payable and other liabilities

 

 

(991

)

Total liabilities assumed

 

 

(1,106

)

Net identifiable assets acquired

 

 

70,708

 

Goodwill (2)

 

 

37,186

 

Net assets acquired

 

$

107,894

 

 

 

(1)

The following table reflects the estimated fair values and useful lives of the acquired intangible assets identified based on our purchase accounting assessments:

 

 

Fair Value

(amounts in

thousands)

 

 

Life (years)

 

Customer relationships

 

$

8,500

 

 

 

10

 

Tradenames

 

 

200

 

 

 

1

 

 

 

$

8,700

 

 

 

 

 

 

 

(2)

We have allocated the $37.2 million goodwill among our six goodwill reporting units as follows (amounts in thousands):

 

Rental Component 1

 

$

14,679

 

Rental Component 2

 

 

19,458

 

New Equipment

 

 

254

 

Used Equipment

 

 

492

 

Parts

 

 

2,012

 

Service

 

 

291

 

 

 

$

37,186

 

 

The level of goodwill that resulted from the WRI acquisition is primarily reflective of WRI’s going-concern value, the value of WRI’s assembled workforce, new customer relationships expected to arise from the acquisition and expected synergies from combining operations. We currently expect the goodwill recognized to be 100% deductible for income tax purposes.

 

Total WRI acquisition costs were $0.4 million. Since our acquisition of WRI on February 1, 2019, significant amounts of equipment rental fleet have been moved between H&E locations and the acquired WRI locations, as well as branch consolidations among the WRI branches acquired and H&E branches have occurred, and therefore, it is impractical to reasonably estimate the amount of WRI revenues and earnings since the acquisition date.

  Pro forma financial information

 

We completed the We-Rent-It acquisition on February 1, 2019. Therefore, our condensed consolidated statements of operations for the three month periods ended March 31, 2020 and 2019 and included herein, includes We-Rent-It for the period of February 1, 2019 through March 31, 2020. The pro forma information below gives effect to the WRI acquisition as if it had been completed on January 1, 2018 (the WRI pro forma acquisition date).

 

The pro forma information below is not necessarily indicative of our results of operations had the acquisitions been completed on the above date, nor is it necessarily indicative of our future results. The pro forma information does not reflect any cost savings from

operating efficiencies or synergies that could result from the acquisitions, nor does it reflect additional revenue opportunities following the acquisition. The pro forma adjustments reflected in the table below are subject to change as additional analysis is performed. Pursuant to ASC 805, Business Combinations, pro forma disclosures should be repeated whenever the year or interim period of the acquisition is presented. Since the WRI acquisition was completed in the first quarter of 2019, the pro forma information below gives effect to the WRI acquisition as if the acquisition occurred on January 1, 2018 (the WRI pro forma acquisition date) for the three month period ended March 31, 2018. The tables below present unaudited pro forma consolidated statements of operations information for the three month period ended March 31, 2018 as if WRI was included in our consolidated results for the entire period presented.

 

 

 

 

 

 

 

 

(amounts in thousands, except per share data)

 

 

 

Three Month Period Ended March 31, 2018

 

 

 

H&E(1)

 

 

We-Rent-It

 

 

Total

 

Total revenues

 

$

260,482

 

 

$

7,587

 

 

$

268,069

 

Pretax income

 

 

13,068

 

 

 

784

 

 

 

13,852

 

Pro forma adjustments to pretax income:

 

 

 

 

 

 

 

 

 

 

 

 

Impact of fair value mark-ups/useful life changes on

   depreciation (2)

 

 

 

 

 

(250

)

 

 

(250

)

Intangible asset amortization (3)

 

 

 

 

 

(122

)

 

 

(122

)

Interest expense (4)

 

 

 

 

 

(1,356

)

 

 

(1,356

)

Elimination of historic interest expense (5)

 

 

 

 

 

80

 

 

 

80

 

Pro forma pretax income (loss)

 

 

13,068

 

 

 

(864

)

 

 

12,204

 

Income tax expense (benefit)

 

 

3,590

 

 

 

(235

)

 

 

3,355

 

Net income (loss)

 

$

9,478

 

 

$

(629

)

 

$

8,849

 

Net income (loss) per share – basic (6)

 

$

0.27

 

 

$

(0.02

)

 

$

0.25

 

Net income (loss) per share – diluted (6)

 

$

0.26

 

 

$

(0.02

)

 

$

0.25

 

 

 

(1)

Amounts presented above for “H&E” were derived from the Company’s consolidated statements of income in its Quarterly Report on Form 10-Q for the three month period ended March 31, 2018.

 

 

(2)

Depreciation of rental equipment and non-rental equipment were adjusted for the fair value markups, and the changes in useful lives and salvage values of the equipment acquired in the acquisition.

 

 

(3)

Represents the amortization of the intangible asset acquired in the acquisition.

 

 

(4)

Interest expense was adjusted to reflect the additional debt resulting from the acquisition.

 

 

(5)

Represents the elimination of historic debt of WRI that is not part of the combined entity.

 

 

(6)

Because of the method used in calculating per share data, the summation of entities may not necessarily total to the per share data computed for the total company due to rounding.

 

 

 

v3.20.1
Segment Information (Tables)
3 Months Ended
Mar. 31, 2020
Segment Reporting [Abstract]  
Schedule of Information about Reportable Segments The following table presents information about our reportable segments (amounts in thousands):

 

 

 

Three Months Ended

March 31,

 

 

 

2020

 

 

2019

 

Segment Revenues:

 

 

 

 

 

 

 

 

Equipment rentals

 

$

174,519

 

 

$

176,129

 

New equipment sales

 

 

30,873

 

 

 

59,103

 

Used equipment sales

 

 

31,218

 

 

 

29,634

 

Parts sales

 

 

29,769

 

 

 

30,428

 

Services revenues

 

 

16,822

 

 

 

15,568

 

Total segmented revenues

 

 

283,201

 

 

 

310,862

 

Non-segmented revenues

 

 

2,721

 

 

 

2,776

 

Total revenues

 

$

285,922

 

 

$

313,638

 

Segment Gross Profit:

 

 

 

 

 

 

 

 

Equipment rentals

 

$

72,159

 

 

$

77,938

 

New equipment sales

 

 

3,447

 

 

 

7,004

 

Used equipment sales

 

 

10,780

 

 

 

10,622

 

Parts sales

 

 

7,866

 

 

 

8,139

 

Services revenues

 

 

11,282

 

 

 

10,564

 

Total segmented gross profit

 

 

105,534

 

 

 

114,267

 

Non-segmented gross loss

 

 

(51

)

 

 

(567

)

Total gross profit

 

$

105,483

 

 

$

113,700

 

 

 

 

 

Balances at

 

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

Segment identified assets:

 

 

 

 

 

 

 

 

Equipment sales

 

$

88,082

 

 

$

67,542

 

Equipment rentals

 

 

1,171,663

 

 

 

1,217,673

 

Parts and services

 

 

18,075

 

 

 

17,936

 

Total segment identified assets

 

 

1,277,820

 

 

 

1,303,151

 

Non-segment identified assets

 

 

603,165

 

 

 

671,459

 

Total assets

 

$

1,880,985

 

 

$

1,974,610

 

v3.20.1
Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2020
Accounting Policies [Abstract]  
Use of Estimates

Use of Estimates

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

Revenue Recognition

Revenue Recognition

Under Topic 606, Revenue from Contracts with Customers, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. As described below and in note 12 to these consolidated financial statements, we adopted Topic 842, Leases, on January 1, 2019. We recognize revenue in accordance with two different accounting standards: 1) Topic 606 and 2) Topic 842.

Under Topic 606, revenue from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales incentives and amounts collected on behalf of third parties. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. Our contracts with customers generally do not include multiple performance obligations. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for such products or services.

In the table below, revenue as presented in our condensed consolidated statement of operations for the three month periods ended March 31, 2020 and 2019 is summarized by type and by the applicable accounting standard.

 

 

 

Three Month Period Ended March 31,

 

 

 

2020

 

 

2019

 

 

 

Topic 842

 

 

Topic 606

 

 

Total

 

 

Topic 842

 

 

Topic 606

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned equipment rentals

 

$

153,670

 

 

$

258

 

 

$

153,928

 

 

$

153,350

 

 

$

274

 

 

$

153,624

 

Re-rent revenue

 

 

4,690

 

 

 

 

 

 

4,690

 

 

 

6,036

 

 

 

 

 

 

6,036

 

Ancillary and other rental revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Delivery and pick-up

 

 

 

 

 

9,126

 

 

 

9,126

 

 

 

 

 

 

8,982

 

 

 

8,982

 

Other

 

 

6,775

 

 

 

 

 

 

6,775

 

 

 

7,487

 

 

 

 

 

 

7,487

 

Total ancillary rental revenues

 

 

6,775

 

 

 

9,126

 

 

 

15,901

 

 

 

7,487

 

 

 

8,982

 

 

 

16,469

 

Total equipment rental revenues

 

 

165,135

 

 

 

9,384

 

 

 

174,519

 

 

 

166,873

 

 

 

9,256

 

 

 

176,129

 

New equipment sales

 

 

 

 

 

30,873

 

 

 

30,873

 

 

 

 

 

 

59,103

 

 

 

59,103

 

Used equipment sales

 

 

 

 

 

31,218

 

 

 

31,218

 

 

 

 

 

 

29,634

 

 

 

29,634

 

Parts sales

 

 

 

 

 

29,769

 

 

 

29,769

 

 

 

 

 

 

30,428

 

 

 

30,428

 

Service revenues

 

 

 

 

 

16,822

 

 

 

16,822

 

 

 

 

 

 

15,568

 

 

 

15,568

 

Other

 

 

 

 

 

2,721

 

 

 

2,721

 

 

 

 

 

 

2,776

 

 

 

2,776

 

Total revenues

 

$

165,135

 

 

$

120,787

 

 

$

285,922

 

 

$

166,873

 

 

$

146,765

 

 

$

313,638

 

 

Revenues by reporting segment are presented in note 12 of our condensed consolidated financial statements, using the revenue captions reflected in our consolidated statements of operations. We believe that the disaggregation of our revenues from contracts to customers as reflected above, coupled with further discussion below and the reporting segments in note 12, depict how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by economic factors. For further information related to our accounting for revenues pursuant to Topic 606 and Topic 842, see Significant Accounting Policies in note 2 to our Annual Report on Form 10-K for the year ended December 31, 2019.

 

Receivables and contract assets and liabilities

 

We manage credit risk associated with our accounts receivables at the customer level. Because the same customers typically generate the revenues that are accounted for under both Topic 606 and Topic 842, the discussions below on credit risk and our allowance for doubtful accounts address our total revenues from Topic 606 and Topic 842.

 

We believe concentration of credit risk with respect to our receivables is limited because our customer base is comprised of a large number of geographically diverse customers. No single customer accounted for more than 10% of our revenues on an overall or segment basis for any of the periods presented in this Quarterly Report on Form 10-Q. We manage credit risk through credit approvals, credit limits and other monitoring procedures.

 

Pursuant to Topic 842 and Topic 326 for rental and non-rental receivables, respectively, we maintain an allowance for doubtful accounts that reflects our estimate of our expected credit losses. Our allowance is estimated using a loss rate model based on delinquency. The estimated loss rate is based on our historical experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable forecasts, and our own judgment as to the likelihood of ultimate payment based upon available data. Our largest exposure to doubtful accounts is in our rental operations. We perform credit evaluations of customers and establish credit limits based on reviews of our customers’ current credit information and payment histories. We believe our credit risk is somewhat mitigated by our geographically diverse customer base and our credit evaluation procedures. The actual rate of future credit losses, however, may not be similar to past experience. Our estimate of doubtful accounts could change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowance for doubtful accounts.

 

We do not have material contract assets, impairment losses associated therewith, or material contract liabilities associated with contracts with customers. Our contracts with customers do not generally result in material amounts billed to customers in excess of recognizable revenue. We did not recognize material revenues during the three month periods ended March 31, 2020 or 2019 that was included in the contract liability balance as of the beginning of such periods.

 

Goodwill

Goodwill

Goodwill is recorded as the excess of the consideration transferred plus the fair value of any non-controlling interest in the acquiree at the acquisition date over the fair values of the identifiable net assets acquired.

We evaluate goodwill for impairment at least annually, or more frequently if triggering events occur or other impairment indicators arise which might impair recoverability. Impairment of goodwill is evaluated at the reporting unit level. A reporting unit is defined as an operating segment (i.e. before aggregation or combination), or one level below an operating segment (i.e., a component). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. We have identified two components within our Rental operating segment (Equipment Rental Component 1 and Equipment Rental Component 2) and have determined that each of our other operating segments (New Equipment Sales, Used Equipment Sales, Parts Sales and Service Revenues) represent a reporting unit, resulting in six total reporting units. As further described in our Annual Report on Form 10-K for the year ended December 31, 2019, we recorded in the fourth quarter of 2019 impairment charges of $10.7 million and $1.5 million related to our new equipment sales goodwill reporting unit and our service revenues goodwill reporting unit, respectively. As a result, and as indicated in the goodwill reporting unit carrying values rollforward below, these two reporting units had no carrying value at December 31, 2019.

The goodwill impairment test consists of one step, comparing the fair value of a reporting unit with its carrying amount. An entity should recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, limited to the total amount of goodwill allocated to the reporting unit.

Based on our evaluation of the impact to our business in the first quarter of 2020 from the COVID-19 pandemic, we identified triggering events requiring an interim impairment test as of March 31, 2020. These triggering events included a deterioration in macroeconomic conditions, declines in business volume in our industry, a decline in our actual revenue and earnings compared with our planned revenue and earnings, and a sustained decrease in our stock price.  

We estimated the fair value of our reporting units by equally weighting results from the income approach and the market approach and we compared those fair values to the carrying values of our four reporting units with carrying values, and determined that our Equipment Rental Component 2 reporting unit had a fair value less than its carrying value, resulting in a $62.0 million impairment charge. The impairment was largely due to Equipment Rental Component 2’s forecasted declines in 2020 rental revenues, which was driven by the decrease in equipment rental demand that began in March 2020 as COVID-19’s impact became more widespread across our geographic footprint, combined with our revenue growth rate and cash flow assumptions for the remaining forecast period under the income approach, and the decline in the fair value of Equipment Rental Component 2 based on the market approach from declining business enterprise values of comparable companies in our industry, resulting in a decrease in revenue and EBITDA multiples of those companies. We determined that our Equipment Rental Component 1, Used Equipment Sales and Parts Sales reporting units were not impaired as their respective fair values exceeded their respective carrying values by approximately 34%, 90%, and 40%, respectively.

Significant assumptions inherent in the valuation methodologies for goodwill are employed and include, prospective financial information, growth rates, terminal value, discount rates, and comparable multiples from publicly traded companies in our industry. The inputs and variables used in determining the fair value of a reporting unit require management to make certain assumptions regarding the impact of operating and macroeconomic changes, as well as estimates of future cash flows. Our estimates regarding future cash flows are based on historical experience and projections of future operating performance, including revenues, margins and operating expenses. We also make certain forecasts about future economic conditions, such as the timing and duration of economic expansion or contraction cycles in our business, interest rates, and other market data. Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change in future periods. An adverse change in any of the assumptions used in our impairment testing (e.g. projected revenue and profit, discount rates, industry price multiples, etc.), including the uncertainty related to the depth and duration of COVID-19’s impact on our forecasted cash flows, could affect our fair value measurements and result in future impairments. If we are unable to achieve the financial forecasts used in our impairment analysis, we may also be required to record an impairment charge to our goodwill.    

The impairment charges are non-cash items and will not affect our cash flows, liquidity or borrowing capacity under the senior credit facility, and the charge is excluded from our financial results in evaluating our financial covenant under the senior secured credit facility.

The changes in the carrying amount of goodwill for our reporting units for the periods ended March 31, 2020 and December 31, 2019 were as follows (amounts in thousands):

 

 

 

Eq. Rental Comp. 1

 

 

Eq. Rental Comp. 2

 

 

New Eq. Sales

 

 

Used Eq. Sales

 

 

Parts Sales

 

 

Service Revenues

 

 

Total

 

Balance at December 31, 2018

 

$

34,297

 

 

$

42,536

 

 

$

10,434

 

 

$

8,461

 

 

$

8,910

 

 

$

1,205

 

 

$

105,843

 

Increases (1)

 

 

14,918

 

 

 

19,775

 

 

 

254

 

 

 

500

 

 

 

2,045

 

 

 

291

 

 

 

37,783

 

Decreases (2)

 

 

 

 

 

 

 

 

(10,688

)

 

 

 

 

 

 

 

 

(1,496

)

 

 

(12,184

)

Balance at December 31, 2019

 

 

49,215

 

 

 

62,311

 

 

 

 

 

 

8,961

 

 

 

10,955

 

 

 

 

 

 

131,442

 

Decreases (3)

 

 

(239

)

 

 

(317

)

 

 

 

 

 

(8

)

 

 

(33

)

 

 

 

 

 

(597

)

Decreases (4)

 

 

 

 

 

(61,994

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(61,994

)

Balance at March 31, 2020

 

$

48,976

 

 

$

 

 

$

 

 

$

8,953

 

 

$

10,922

 

 

$

 

 

$

68,851

 

 

 

(1)

Increases are related to goodwill recognized in the WRI 2019 acquisition. See footnote 3 for further information.

 

(2)

Decreases are related to the goodwill impairment calculated as of October 1, 2019.

 

(3)

Decreases are related to an adjustment from the final closing settlement of the WRI acquisition during the first quarter of 2020.

 

(4)

Decrease is related to the goodwill impairment calculated as of March 31, 2020.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Pronouncements Not Yet Adopted

In December 2019, the FASB issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Accounting Standards Codification (“ASC”) 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2020, and generally requires prospective adoption. While

we continue to evaluate the new guidance of ASU 2019-12, we currently do not expect the guidance to have a material impact on our consolidated financial statements.     

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited time to ease the potential burden in accounting for or recognizing the effects of reference rate reform, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”) on financial reporting. The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments are elective and are effective upon issuance for all entities through December 31, 2022. The amendments of this ASU should be applied on a prospective basis. The Company is currently evaluating the impact of the new guidance.

In March 2020, the Securities and Exchange Commission (“SEC”) adopted final rules that amend the financial disclosure requirements for subsidiary issuers and guarantors of registered debt securities in Rule 3-10 of Regulation S-X. The SEC also amended the disclosure requirements for affiliates whose securities are pledged as collateral for registered securities in Rule 3-16 of Regulation S-X. The disclosure requirements, as amended, are now relocated to newly created Rules 13-01 and 13-02 in Regulation S-X, while the amended eligibility requirements remain in Rule 3-10. The SEC amended its financial disclosure requirements for companies that conduct registered debt offerings involving subsidiaries as either issuers or guarantors and affiliates whose securities are pledged as collateral. The SEC also narrowed the circumstances that require separate financial statements of subsidiary issuers and guarantors and streamlined the alternative disclosures required in lieu of those statements. Further, the SEC replaced the requirement for separate financial statements of affiliates whose securities are pledged as collateral for registered securities with requirements similar to those adopted for subsidiary issuers and guarantors. The rule is effective January 4, 2021, but earlier compliance is permitted. The Company is currently evaluating the impact of the final rules.

  

Pronouncements Adopted in 2020

 

Credit Losses

 

On January 1, 2020, we adopted Accounting Standards Codification Topic 326, Credit Losses (Topic 326). This standard establishes an impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, we recognize an allowance for our estimate of expected credit losses over the entire contractual term of our receivables from the date of initial recognition of the financial instrument. Measurement of expected credit losses are based on relevant forecasts that affect collectability. Topic 326 applies to trade receivables from certain revenue transactions including receivables from equipment sales, parts and service sales. Under Topic 606 (Revenue from Contracts with Customers), revenue is recognized when, among other criteria, it is probable that the entity will collect the consideration to which it is entitled for goods or services transferred to a customer. At the point that these trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses over their contractual life are recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. The adoption of Topic 326 did not have a material impact on our consolidated financial statements and related disclosures or our existing internal controls because our non-rental accounts receivable are of short duration and there is not a material difference between incurred losses and expected losses.

 

Fair Value

 

On January 1, 2020, we adopted ASU No. 2018-13, Fair Value Measurement - Disclosure Framework. ASU 2018-13 modifies the disclosure requirements for fair value measurements. Entities are no longer required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies are required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The adoption of ASU 2018-13 did not have a material impact on our consolidated financial statements and footnotes.     

v3.20.1
Stockholders' Equity (Tables)
3 Months Ended
Mar. 31, 2020
Equity [Abstract]  
Summary of Activity in Stockholders' Equity

The following table summarizes the activity in Stockholders’ Equity for the three month periods ended March 31, 2020 and 2019, respectively (amounts in thousands, except share data):

 

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

Shares

Issued

 

 

Amount

 

 

Paid-in

Capital

 

 

Treasury

Stock

 

 

Retained Earnings

 

 

Stockholders’

Equity

 

Balances at December 31, 2019

 

 

39,921,838

 

 

$

398

 

 

$

235,844

 

 

$

(64,783

)

 

$

136,060

 

 

$

307,519

 

Stock-based compensation

 

 

 

 

 

 

 

 

1,652

 

 

 

 

 

 

 

 

 

1,652

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,789

)

 

 

(9,789

)

Issuance of common stock, net of forfeitures

 

 

98,451

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Repurchase of 26,392 shares of restricted common stock

 

 

 

 

 

 

 

 

 

 

 

(470

)

 

 

 

 

 

(470

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(36,968

)

 

 

(36,968

)

Balances at March 31, 2020

 

 

40,020,289

 

 

$

399

 

 

$

237,496

 

 

$

(65,253

)

 

$

89,303

 

 

$

261,945

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2018

 

 

39,748,562

 

 

$

396

 

 

$

231,174

 

 

$

(63,099

)

 

$

88,332

 

 

$

256,803

 

Stock-based compensation

 

 

 

 

 

 

 

 

1,188

 

 

 

 

 

 

 

 

 

1,188

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,793

)

 

 

(9,793

)

Issuance of common stock, net of forfeitures

 

 

59,510

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Repurchase of 14,272 shares of restricted common stock

 

 

 

 

 

 

 

 

 

 

 

(387

)

 

 

 

 

 

(387

)

Cumulative effect adjustment pursuant to the adoption of ASC 842

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(56

)

 

 

(56

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,243

 

 

 

14,243

 

Balances at March 31, 2019

 

 

39,808,072

 

 

$

397

 

 

$

232,362

 

 

$

(63,486

)

 

$

92,726

 

 

$

261,999

 

v3.20.1
Income (Loss) per Share - Summary of Computation of Basic and Diluted Net Income (Loss) Per Common Share (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Basic net income (loss) per share:    
Net income (loss) $ (36,968) $ 14,243
Weighted average number of common shares outstanding 35,965 35,787
Net income (loss) per share of common stock – basic $ (1.03) $ 0.40
Effect of dilutive securities:    
Weighted average number of common shares outstanding – diluted 35,965 35,973
Net income (loss) per share of common stock – diluted $ (1.03) $ 0.40
Non-vested restricted stock [Member]    
Effect of dilutive securities:    
Effect of dilutive stock options and non-vested restricted stock   186
Common shares excluded from the denominator as anti-dilutive:    
Common shares excluded from the denominator as anti-dilutive 146 37
v3.20.1
Stockholders' Equity - Summary of Activity in Stockholders' Equity (Parenthetical) (Detail) - $ / shares
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Schedule of Capitalization, Equity [Line Items]    
Cash dividends declared on common stock, per share $ 0.275 $ 0.275
Repurchase of restricted common stock, shares 26,392 14,272
Retained Earnings [Member]    
Schedule of Capitalization, Equity [Line Items]    
Cash dividends declared on common stock, per share $ 0.275 $ 0.275
v3.20.1
Segment Information - Additional Information (Detail)
3 Months Ended 12 Months Ended
Mar. 31, 2020
Customer
Segment
Mar. 31, 2019
Customer
Dec. 31, 2019
Customer
Segment Reporting [Abstract]      
Number of reportable segment | Segment 5    
Sales to international customers 0.40% 0.30%  
Customer accounted for more than 10% of revenue | Customer 0 0 0
v3.20.1
Significant Accounting Policies (Tables)
3 Months Ended
Mar. 31, 2020
Accounting Policies [Abstract]  
Summary of Revenue by Type and by Applicable Accounting Standard

In the table below, revenue as presented in our condensed consolidated statement of operations for the three month periods ended March 31, 2020 and 2019 is summarized by type and by the applicable accounting standard.

 

 

 

Three Month Period Ended March 31,

 

 

 

2020

 

 

2019

 

 

 

Topic 842

 

 

Topic 606

 

 

Total

 

 

Topic 842

 

 

Topic 606

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned equipment rentals

 

$

153,670

 

 

$

258

 

 

$

153,928

 

 

$

153,350

 

 

$

274

 

 

$

153,624

 

Re-rent revenue

 

 

4,690

 

 

 

 

 

 

4,690

 

 

 

6,036

 

 

 

 

 

 

6,036

 

Ancillary and other rental revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Delivery and pick-up

 

 

 

 

 

9,126

 

 

 

9,126

 

 

 

 

 

 

8,982

 

 

 

8,982

 

Other

 

 

6,775

 

 

 

 

 

 

6,775

 

 

 

7,487

 

 

 

 

 

 

7,487

 

Total ancillary rental revenues

 

 

6,775

 

 

 

9,126

 

 

 

15,901

 

 

 

7,487

 

 

 

8,982

 

 

 

16,469

 

Total equipment rental revenues

 

 

165,135

 

 

 

9,384

 

 

 

174,519

 

 

 

166,873

 

 

 

9,256

 

 

 

176,129

 

New equipment sales

 

 

 

 

 

30,873

 

 

 

30,873

 

 

 

 

 

 

59,103

 

 

 

59,103

 

Used equipment sales

 

 

 

 

 

31,218

 

 

 

31,218

 

 

 

 

 

 

29,634

 

 

 

29,634

 

Parts sales

 

 

 

 

 

29,769

 

 

 

29,769

 

 

 

 

 

 

30,428

 

 

 

30,428

 

Service revenues

 

 

 

 

 

16,822

 

 

 

16,822

 

 

 

 

 

 

15,568

 

 

 

15,568

 

Other

 

 

 

 

 

2,721

 

 

 

2,721

 

 

 

 

 

 

2,776

 

 

 

2,776

 

Total revenues

 

$

165,135

 

 

$

120,787

 

 

$

285,922

 

 

$

166,873

 

 

$

146,765

 

 

$

313,638

 

 

Schedule of Changes in Carrying Amount of Goodwill

The changes in the carrying amount of goodwill for our reporting units for the periods ended March 31, 2020 and December 31, 2019 were as follows (amounts in thousands):

 

 

 

Eq. Rental Comp. 1

 

 

Eq. Rental Comp. 2

 

 

New Eq. Sales

 

 

Used Eq. Sales

 

 

Parts Sales

 

 

Service Revenues

 

 

Total

 

Balance at December 31, 2018

 

$

34,297

 

 

$

42,536

 

 

$

10,434

 

 

$

8,461

 

 

$

8,910

 

 

$

1,205

 

 

$

105,843

 

Increases (1)

 

 

14,918

 

 

 

19,775

 

 

 

254

 

 

 

500

 

 

 

2,045

 

 

 

291

 

 

 

37,783

 

Decreases (2)

 

 

 

 

 

 

 

 

(10,688

)

 

 

 

 

 

 

 

 

(1,496

)

 

 

(12,184

)

Balance at December 31, 2019

 

 

49,215

 

 

 

62,311

 

 

 

 

 

 

8,961

 

 

 

10,955

 

 

 

 

 

 

131,442

 

Decreases (3)

 

 

(239

)

 

 

(317

)

 

 

 

 

 

(8

)

 

 

(33

)

 

 

 

 

 

(597

)

Decreases (4)

 

 

 

 

 

(61,994

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(61,994

)

Balance at March 31, 2020

 

$

48,976

 

 

$

 

 

$

 

 

$

8,953

 

 

$

10,922

 

 

$

 

 

$

68,851

 

 

 

(1)

Increases are related to goodwill recognized in the WRI 2019 acquisition. See footnote 3 for further information.

 

(2)

Decreases are related to the goodwill impairment calculated as of October 1, 2019.

 

(3)

Decreases are related to an adjustment from the final closing settlement of the WRI acquisition during the first quarter of 2020.

 

(4)

Decrease is related to the goodwill impairment calculated as of March 31, 2020.

v3.20.1
Stock-Based Compensation (Tables)
3 Months Ended
Mar. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Schedule of Non-Vested Stock Activity

The following table summarizes our non-vested stock activity for the three months ended March 31, 2020: 

 

 

 

Number of

Shares

 

 

Weighted

Average Grant

Date Fair Value

 

Non-vested stock at December 31, 2019

 

 

377,740

 

 

$

29.26

 

Granted

 

 

23,608

 

 

$

27.11

 

Vested

 

 

(73,564

)

 

$

24.03

 

Forfeited

 

 

(1,876

)

 

$

30.57

 

Non-vested stock at March 31, 2020

 

 

325,908

 

 

$

30.28

 

v3.20.1
Consolidating Financial Information of Guarantor Subsidiaries (Tables)
3 Months Ended
Mar. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Condensed Consolidating Balance Sheet

CONDENSED CONSOLIDATING BALANCE SHEET

 

 

 

As of March 31, 2020

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

12,440

 

 

$

 

 

$

 

 

$

12,440

 

Receivables, net

 

 

145,513

 

 

 

23,902

 

 

 

 

 

 

169,415

 

Inventories, net

 

 

100,422

 

 

 

5,735

 

 

 

 

 

 

106,157

 

Prepaid expenses and other assets

 

 

17,185

 

 

 

176

 

 

 

 

 

 

17,361

 

Rental equipment, net

 

 

1,026,632

 

 

 

145,031

 

 

 

 

 

 

1,171,663

 

Property and equipment, net

 

 

111,296

 

 

 

19,318

 

 

 

 

 

 

130,614

 

Operating lease right-of-use assets, net

 

 

148,335

 

 

 

21,204

 

 

 

 

 

 

169,539

 

Finance lease right-of-use assets, net

 

 

 

 

 

325

 

 

 

 

 

 

325

 

Deferred financing costs, net

 

 

2,682

 

 

 

 

 

 

 

 

 

2,682

 

Investment in guarantor subsidiaries

 

 

204,620

 

 

 

 

 

 

(204,620

)

 

 

 

Intangible assets, net

 

 

31,938

 

 

 

 

 

 

 

 

 

31,938

 

Goodwill

 

 

57,185

 

 

 

11,666

 

 

 

 

 

 

68,851

 

Total assets

 

$

1,858,248

 

 

$

227,357

 

 

$

(204,620

)

 

$

1,880,985

 

Liabilities and Stockholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts due on senior secured credit facility

 

$

184,921

 

 

$

 

 

$

 

 

$

184,921

 

Accounts payable

 

 

62,390

 

 

 

5,400

 

 

 

 

 

 

67,790

 

Manufacturer flooring plans payable

 

 

17,761

 

 

 

 

 

 

 

 

 

17,761

 

Accrued expenses payable and other liabilities

 

 

62,269

 

 

 

(4,875

)

 

 

 

 

 

57,394

 

Dividends payable

 

 

157

 

 

 

(62

)

 

 

 

 

 

95

 

Senior unsecured notes, net

 

 

945,762

 

 

 

 

 

 

 

 

 

945,762

 

Operating lease right-of-use liabilities

 

 

150,592

 

 

 

21,784

 

 

 

 

 

 

172,376

 

Finance lease right-of-use liabilities

 

 

 

 

 

490

 

 

 

 

 

 

490

 

Deferred income taxes

 

 

170,328

 

 

 

 

 

 

 

 

 

170,328

 

Deferred compensation payable

 

 

2,123

 

 

 

 

 

 

 

 

 

2,123

 

Total liabilities

 

 

1,596,303

 

 

 

22,737

 

 

 

 

 

 

1,619,040

 

Stockholders’ equity

 

 

261,945

 

 

 

204,620

 

 

 

(204,620

)

 

 

261,945

 

Total liabilities and stockholders’ equity

 

$

1,858,248

 

 

$

227,357

 

 

$

(204,620

)

 

$

1,880,985

 

CONDENSED CONSOLIDATING BALANCE SHEET

 

 

 

As of December 31, 2019

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

14,247

 

 

$

 

 

$

 

 

$

14,247

 

Receivables, net

 

 

164,260

 

 

 

27,944

 

 

 

 

 

 

192,204

 

Inventories, net

 

 

81,945

 

 

 

3,533

 

 

 

 

 

 

85,478

 

Prepaid expenses and other assets

 

 

10,129

 

 

 

133

 

 

 

 

 

 

10,262

 

Rental equipment, net

 

 

1,062,154

 

 

 

155,519

 

 

 

 

 

 

1,217,673

 

Property and equipment, net

 

 

111,429

 

 

 

19,135

 

 

 

 

 

 

130,564

 

Operating lease right-of-use assets, net

 

 

137,625

 

 

 

18,945

 

 

 

 

 

 

156,570

 

Finance lease right-of-use assets, net

 

 

 

 

 

365

 

 

 

 

 

 

365

 

Deferred financing costs, net

 

 

2,857

 

 

 

 

 

 

 

 

 

2,857

 

Investment in guarantor subsidiaries

 

 

235,749

 

 

 

 

 

 

(235,749

)

 

 

 

Intangible assets, net

 

 

32,948

 

 

 

 

 

 

 

 

 

32,948

 

Goodwill

 

 

101,916

 

 

 

29,526

 

 

 

 

 

 

131,442

 

Total assets

 

$

1,955,259

 

 

$

255,100

 

 

$

(235,749

)

 

$

1,974,610

 

Liabilities and Stockholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts due under senior secured credit facility

 

$

216,879

 

 

$

 

 

$

 

 

$

216,879

 

Accounts payable

 

 

56,225

 

 

 

2,628

 

 

 

 

 

 

58,853

 

Manufacturer flooring plans payable

 

 

25,201

 

 

 

 

 

 

 

 

 

25,201

 

Accrued expenses payable and other liabilities

 

 

81,646

 

 

 

(3,264

)

 

 

 

 

 

78,382

 

Dividends payable

 

 

231

 

 

 

(60

)

 

 

 

 

 

171

 

Senior unsecured notes, net

 

 

945,566

 

 

 

 

 

 

 

 

 

945,566

 

Operating lease right-of-use liabilities

 

 

139,768

 

 

 

19,497

 

 

 

 

 

 

159,265

 

Finance lease right-of-use liabilities

 

 

 

 

 

550

 

 

 

 

 

 

550

 

Deferred income taxes

 

 

180,126

 

 

 

 

 

 

 

 

 

180,126

 

Deferred compensation payable

 

 

2,098

 

 

 

 

 

 

 

 

 

2,098

 

Total liabilities

 

 

1,647,740

 

 

 

19,351

 

 

 

 

 

 

1,667,091

 

Stockholders’ equity

 

 

307,519

 

 

 

235,749

 

 

 

(235,749

)

 

 

307,519

 

Total liabilities and stockholders’ equity

 

$

1,955,259

 

 

$

255,100

 

 

$

(235,749

)

 

$

1,974,610

 

Condensed Consolidating Statement of Operations

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

 

 

 

Three Months Ended March 31, 2020

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

$

151,846

 

 

$

22,673

 

 

$

 

 

$

174,519

 

New equipment sales

 

 

29,005

 

 

 

1,868

 

 

 

 

 

 

30,873

 

Used equipment sales

 

 

26,930

 

 

 

4,288

 

 

 

 

 

 

31,218

 

Parts sales

 

 

25,881

 

 

 

3,888

 

 

 

 

 

 

29,769

 

Services revenues

 

 

14,182

 

 

 

2,640

 

 

 

 

 

 

16,822

 

Other

 

 

2,246

 

 

 

475

 

 

 

 

 

 

2,721

 

Total revenues

 

 

250,090

 

 

 

35,832

 

 

 

 

 

 

285,922

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental depreciation

 

 

51,964

 

 

 

8,022

 

 

 

 

 

 

59,986

 

Rental expense

 

 

22,302

 

 

 

3,267

 

 

 

 

 

 

25,569

 

Rental other

 

 

14,093

 

 

 

2,712

 

 

 

 

 

 

16,805

 

 

 

 

88,359

 

 

 

14,001

 

 

 

 

 

 

102,360

 

New equipment sales

 

 

25,794

 

 

 

1,632

 

 

 

 

 

 

27,426

 

Used equipment sales

 

 

17,821

 

 

 

2,617

 

 

 

 

 

 

20,438

 

Parts sales

 

 

19,130

 

 

 

2,773

 

 

 

 

 

 

21,903

 

Services revenues

 

 

4,688

 

 

 

852

 

 

 

 

 

 

5,540

 

Other

 

 

2,373

 

 

 

399

 

 

 

 

 

 

2,772

 

Total cost of revenues

 

 

158,165

 

 

 

22,274

 

 

 

 

 

 

180,439

 

Gross profit (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

 

63,487

 

 

 

8,672

 

 

 

 

 

 

72,159

 

New equipment sales

 

 

3,211

 

 

 

236

 

 

 

 

 

 

3,447

 

Used equipment sales

 

 

9,109

 

 

 

1,671

 

 

 

 

 

 

10,780

 

Parts sales

 

 

6,751

 

 

 

1,115

 

 

 

 

 

 

7,866

 

Services revenues

 

 

9,494

 

 

 

1,788

 

 

 

 

 

 

11,282

 

Other

 

 

(127

)

 

 

76

 

 

 

 

 

 

(51

)

Gross profit

 

 

91,925

 

 

 

13,558

 

 

 

 

 

 

105,483

 

Selling, general and administrative expenses

 

 

69,530

 

 

 

10,094

 

 

 

 

 

 

79,624

 

Impairment of goodwill

 

 

61,994

 

 

 

 

 

 

 

 

 

61,994

 

Merger costs

 

 

40

 

 

 

 

 

 

 

 

 

40

 

Equity in earnings of guarantor subsidiaries

 

 

907

 

 

 

 

 

 

(907

)

 

 

 

Gain on sales of property and equipment, net

 

 

3,773

 

 

 

491

 

 

 

 

 

 

4,264

 

Income (loss) from operations

 

 

(34,959

)

 

 

3,955

 

 

 

(907

)

 

 

(31,911

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(12,934

)

 

 

(3,096

)

 

 

 

 

 

(16,030

)

Other, net

 

 

582

 

 

 

48

 

 

 

 

 

 

630

 

Total other expense, net

 

 

(12,352

)

 

 

(3,048

)

 

 

 

 

 

(15,400

)

Income (loss) before income tax benefit

 

 

(47,311

)

 

 

907

 

 

 

(907

)

 

 

(47,311

)

Income tax benefit

 

 

(10,343

)

 

 

 

 

 

 

 

 

(10,343

)

Net income (loss)

 

$

(36,968

)

 

$

907

 

 

$

(907

)

 

$

(36,968

)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

 

 

 

 

Three Months Ended March 31, 2019

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

$

153,533

 

 

$

22,596

 

 

$

 

 

$

176,129

 

New equipment sales

 

 

52,575

 

 

 

6,528

 

 

 

 

 

 

59,103

 

Used equipment sales

 

 

25,212

 

 

 

4,422

 

 

 

 

 

 

29,634

 

Parts sales

 

 

26,554

 

 

 

3,874

 

 

 

 

 

 

30,428

 

Services revenues

 

 

13,166

 

 

 

2,402

 

 

 

 

 

 

15,568

 

Other

 

 

1,393

 

 

 

1,383

 

 

 

 

 

 

2,776

 

Total revenues

 

 

272,433

 

 

 

41,205

 

 

 

 

 

 

313,638

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental depreciation

 

 

49,263

 

 

 

7,885

 

 

 

 

 

 

57,148

 

Rental expense

 

 

21,152

 

 

 

3,616

 

 

 

 

 

 

24,768

 

Rental other

 

 

14,063

 

 

 

2,212

 

 

 

 

 

 

16,275

 

 

 

 

84,478

 

 

 

13,713

 

 

 

 

 

 

98,191

 

New equipment sales

 

 

46,460

 

 

 

5,639

 

 

 

 

 

 

52,099

 

Used equipment sales

 

 

16,211

 

 

 

2,801

 

 

 

 

 

 

19,012

 

Parts sales

 

 

19,591

 

 

 

2,698

 

 

 

 

 

 

22,289

 

Services revenues

 

 

4,282

 

 

 

722

 

 

 

 

 

 

5,004

 

Other

 

 

2,710

 

 

 

633

 

 

 

 

 

 

3,343

 

Total cost of revenues

 

 

173,732

 

 

 

26,206

 

 

 

 

 

 

199,938

 

Gross profit (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

 

69,055

 

 

 

8,883

 

 

 

 

 

 

77,938

 

New equipment sales

 

 

6,115

 

 

 

889

 

 

 

 

 

 

7,004

 

Used equipment sales

 

 

9,001

 

 

 

1,621

 

 

 

 

 

 

10,622

 

Parts sales

 

 

6,963

 

 

 

1,176

 

 

 

 

 

 

8,139

 

Services revenues

 

 

8,884

 

 

 

1,680

 

 

 

 

 

 

10,564

 

Other

 

 

(1,317

)

 

 

750

 

 

 

 

 

 

(567

)

Gross profit

 

 

98,701

 

 

 

14,999

 

 

 

 

 

 

113,700

 

Selling, general and administrative expenses

 

 

68,556

 

 

 

10,091

 

 

 

 

 

 

78,647

 

Merger costs

 

 

119

 

 

 

 

 

 

 

 

 

119

 

Equity in earnings of guarantor subsidiaries

 

 

1,724

 

 

 

 

 

 

(1,724

)

 

 

 

Gain on sales of property and equipment, net

 

 

707

 

 

 

34

 

 

 

 

 

 

741

 

Income from operations

 

 

32,457

 

 

 

4,942

 

 

 

(1,724

)

 

 

35,675

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(13,562

)

 

 

(3,293

)

 

 

 

 

 

(16,855

)

Other, net

 

 

457

 

 

 

75

 

 

 

 

 

 

532

 

Total other expense, net

 

 

(13,105

)

 

 

(3,218

)

 

 

 

 

 

(16,323

)

Income before income taxes

 

 

19,352

 

 

 

1,724

 

 

 

(1,724

)

 

 

19,352

 

Income tax expense

 

 

5,109

 

 

 

 

 

 

 

 

 

5,109

 

Net income

 

$

14,243

 

 

$

1,724

 

 

$

(1,724

)

 

$

14,243

 

Condensed Consolidating Statement of Cash Flows

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

 

 

 

Three Months Ended March 31, 2020

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(36,968

)

 

$

907

 

 

$

(907

)

 

$

(36,968

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization on property and equipment

 

 

6,500

 

 

 

898

 

 

 

 

 

 

7,398

 

Depreciation of rental equipment

 

 

51,964

 

 

 

8,022

 

 

 

 

 

 

59,986

 

Amortization of finance lease right-of-use assets

 

 

 

 

 

40

 

 

 

 

 

 

40

 

Amortization of intangible assets

 

 

1,010

 

 

 

 

 

 

 

 

 

1,010

 

Amortization of deferred financing costs

 

 

251

 

 

 

 

 

 

 

 

 

251

 

Accretion of note discount, net of premium amortization

 

 

120

 

 

 

 

 

 

 

 

 

120

 

Non-cash operating lease expense

 

 

2,341

 

 

 

480

 

 

 

 

 

 

2,821

 

Provision for losses on accounts receivable

 

 

1,561

 

 

 

112

 

 

 

 

 

 

1,673

 

Provision for inventory obsolescence

 

 

12

 

 

 

 

 

 

 

 

 

12

 

Change in deferred income taxes

 

 

(9,798

)

 

 

 

 

 

 

 

 

(9,798

)

Stock-based compensation expense

 

 

1,652

 

 

 

 

 

 

 

 

 

1,652

 

Impairment of goodwill

 

 

61,994

 

 

 

 

 

 

 

 

 

61,994

 

Gain from sales of property and equipment, net

 

 

(3,773

)

 

 

(491

)

 

 

 

 

 

(4,264

)

Gain from sales of rental equipment, net

 

 

(8,931

)

 

 

(1,636

)

 

 

 

 

 

(10,567

)

Equity in earnings of guarantor subsidiaries

 

 

(907

)

 

 

 

 

 

907

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables

 

 

17,186

 

 

 

3,930

 

 

 

 

 

 

21,116

 

Inventories

 

 

(30,213

)

 

 

(3,158

)

 

 

 

 

 

(33,371

)

Prepaid expenses and other assets

 

 

(7,075

)

 

 

(43

)

 

 

 

 

 

(7,118

)

Accounts payable

 

 

6,761

 

 

 

2,772

 

 

 

 

 

 

9,533

 

Manufacturer flooring plans payable

 

 

(7,440

)

 

 

 

 

 

 

 

 

(7,440

)

Accrued expenses payable and other liabilities

 

 

(21,580

)

 

 

(2,063

)

 

 

 

 

 

(23,643

)

Deferred compensation payable

 

 

25

 

 

 

 

 

 

 

 

 

25

 

Net cash provided by operating activities

 

 

24,692

 

 

 

9,770

 

 

 

 

 

 

34,462

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(8,951

)

 

 

(1,118

)

 

 

 

 

 

(10,069

)

Purchases of rental equipment

 

 

(20,705

)

 

 

920

 

 

 

 

 

 

(19,785

)

Proceeds from sales of property and equipment

 

 

6,352

 

 

 

528

 

 

 

 

 

 

6,880

 

Proceeds from sales of rental equipment

 

 

24,918

 

 

 

4,138

 

 

 

 

 

 

29,056

 

Investment in subsidiaries

 

 

14,176

 

 

 

 

 

 

(14,176

)

 

 

 

Net cash provided by investing activities.

 

 

15,790

 

 

 

4,468

 

 

 

(14,176

)

 

 

6,082

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings on senior secured credit facility

 

 

299,524

 

 

 

 

 

 

 

 

 

299,524

 

Payments on senior secured credit facility

 

 

(331,482

)

 

 

 

 

 

 

 

 

(331,482

)

Dividends paid

 

 

(9,861

)

 

 

(2

)

 

 

 

 

 

(9,863

)

Purchases of treasury stock

 

 

(470

)

 

 

 

 

 

 

 

 

(470

)

Payment of deferred financing costs

 

 

 

 

 

 

 

 

 

 

 

 

Payments on finance lease obligations

 

 

 

 

 

(60

)

 

 

 

 

 

(60

)

Capital contributions

 

 

 

 

 

(14,176

)

 

 

14,176

 

 

 

 

Net cash used in financing activities

 

 

(42,289

)

 

 

(14,238

)

 

 

14,176

 

 

 

(42,351

)

Net decrease in cash

 

 

(1,807

)

 

 

 

 

 

 

 

 

(1,807

)

Cash, beginning of period

 

 

14,247

 

 

 

 

 

 

 

 

 

14,247

 

Cash, end of period

 

$

12,440

 

 

$

 

 

$

 

 

$

12,440

 

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

 

 

 

Three Months Ended March 31, 2019

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

14,243

 

 

$

1,724

 

 

$

(1,724

)

 

$

14,243

 

Adjustments to reconcile net income to net cash provided

   by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization on property and equipment

 

 

5,692

 

 

 

787

 

 

 

 

 

 

6,479

 

Depreciation of rental equipment

 

 

49,263

 

 

 

7,885

 

 

 

 

 

 

57,148

 

Amortization of finance lease right-of-use assets

 

 

 

 

 

41

 

 

 

 

 

 

41

 

Amortization of intangible assets

 

 

952

 

 

 

 

 

 

 

 

 

952

 

Amortization of deferred financing costs

 

 

254

 

 

 

 

 

 

 

 

 

254

 

Accretion of note discount, net of premium amortization

 

 

120

 

 

 

 

 

 

 

 

 

120

 

Non-cash operating lease expense

 

 

1,999

 

 

 

584

 

 

 

 

 

 

2,583

 

Provision for losses on accounts receivable

 

 

1,112

 

 

 

189

 

 

 

 

 

 

1,301

 

Provision for inventory obsolescence

 

 

42

 

 

 

 

 

 

 

 

 

42

 

Change in deferred income taxes

 

 

4,977

 

 

 

 

 

 

 

 

 

4,977

 

Stock-based compensation expense

 

 

1,188

 

 

 

 

 

 

 

 

 

1,188

 

Gain from sales of property and equipment, net

 

 

(707

)

 

 

(34

)

 

 

 

 

 

(741

)

Gain from sales of rental equipment, net

 

 

(9,004

)

 

 

(1,617

)

 

 

 

 

 

(10,621

)

Equity in earnings of guarantor subsidiaries

 

 

(1,724

)

 

 

 

 

 

1,724

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables

 

 

8,863

 

 

 

8,742

 

 

 

 

 

 

17,605

 

Inventories

 

 

(51,703

)

 

 

(6,359

)

 

 

 

 

 

(58,062

)

Prepaid expenses and other assets

 

 

(2,109

)

 

 

(8

)

 

 

 

 

 

(2,117

)

Accounts payable

 

 

10,003

 

 

 

3,536

 

 

 

 

 

 

13,539

 

Manufacturer flooring plans payable

 

 

3,172

 

 

 

(488

)

 

 

 

 

 

2,684

 

Accrued expenses payable and other liabilities

 

 

(12,553

)

 

 

(21

)

 

 

 

 

 

(12,574

)

Deferred compensation payable

 

 

27

 

 

 

 

 

 

 

 

 

27

 

Net cash provided by operating activities

 

 

24,107

 

 

 

14,961

 

 

 

 

 

 

39,068

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Acquisition of business, net of cash acquired

 

 

(106,746

)

 

 

 

 

 

 

 

 

 

(106,746

)

Purchases of property and equipment

 

 

(5,446

)

 

 

(1,775

)

 

 

 

 

 

(7,221

)

Purchases of rental equipment

 

 

(43,311

)

 

 

(5,333

)

 

 

 

 

 

(48,644

)

Proceeds from sales of property and equipment

 

 

859

 

 

 

72

 

 

 

 

 

 

931

 

Proceeds from sales of rental equipment

 

 

24,012

 

 

 

4,280

 

 

 

 

 

 

28,292

 

Investment in subsidiaries

 

 

12,203

 

 

 

 

 

 

(12,203

)

 

 

 

Net cash used in investing activities.

 

 

(118,429

)

 

 

(2,756

)

 

 

(12,203

)

 

 

(133,388

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings on senior secured credit facility

 

 

447,503

 

 

 

 

 

 

 

 

 

447,503

 

Payments on senior secured credit facility

 

 

(352,617

)

 

 

 

 

 

 

 

 

(352,617

)

Dividends paid

 

 

(9,831

)

 

 

(1

)

 

 

 

 

 

(9,832

)

Purchases of treasury stock

 

 

(387

)

 

 

 

 

 

 

 

 

(387

)

Payment of deferred financing costs

 

 

(525

)

 

 

 

 

 

 

 

 

(525

)

Payments on finance lease obligations

 

 

(56

)

 

 

(1

)

 

 

 

 

 

(57

)

Capital contributions

 

 

 

 

 

(12,203

)

 

 

12,203

 

 

 

 

Net cash provided by (used in) financing activities

 

 

84,087

 

 

 

(12,205

)

 

 

12,203

 

 

 

84,085

 

Net decrease in cash

 

 

(10,235

)

 

 

 

 

 

 

 

 

(10,235

)

Cash, beginning of period

 

 

16,677

 

 

 

 

 

 

 

 

 

16,677

 

Cash, end of period

 

$

6,442

 

 

$

 

 

$

 

 

$

6,442

 

 

v3.20.1
Leases - Additional Information (Detail) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Leases [Abstract]    
Net operating lease right-of-use assets $ 169,539 $ 156,570
Net finance lease right-of-use assets 325 365
Operating lease liabilities 172,376 159,265
Finance lease liabilities $ 490 $ 550
Weighted average remaining lease term for operating leases 10 years 2 months 12 days  
Weighted average remaining lease term for finance leases 2 years  
Weighted average discount rate for operating leases 6.60%  
Weighted average discount rate for finance leases 5.90%  
v3.20.1
Income (Loss) per Share - Additional Information (Detail)
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Earnings Per Share [Abstract]    
Restricted common shares, percentage 0.70% 0.70%
v3.20.1
Stockholders' Equity - Summary of Activity in Stockholders' Equity (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Schedule of Capitalization, Equity [Line Items]    
Beginning Balances $ 307,519 $ 256,803
Beginning Balances, shares 39,921,838  
Stock-based compensation $ 1,652 1,188
Cash dividends declared on common stock ($0.275 per share) (9,789) (9,793)
Issuance of common stock, net of forfeitures 1 1
Repurchase of shares of restricted common stock (470) (387)
Cumulative effect adjustment pursuant to the adoption of ASC 842   (56)
Net income (loss) (36,968) 14,243
Ending Balances $ 261,945 261,999
Ending Balances, shares 40,020,289  
Common Stock [Member]    
Schedule of Capitalization, Equity [Line Items]    
Beginning Balances $ 398 $ 396
Beginning Balances, shares 39,921,838 39,748,562
Issuance of common stock, net of forfeitures $ 1 $ 1
Issuance of common stock, net of forfeitures, shares 98,451 59,510
Ending Balances $ 399 $ 397
Ending Balances, shares 40,020,289 39,808,072
Additional Paid-in Capital [Member]    
Schedule of Capitalization, Equity [Line Items]    
Beginning Balances $ 235,844 $ 231,174
Stock-based compensation 1,652 1,188
Ending Balances 237,496 232,362
Treasury Stock [Member]    
Schedule of Capitalization, Equity [Line Items]    
Beginning Balances (64,783) (63,099)
Repurchase of shares of restricted common stock (470) (387)
Ending Balances (65,253) (63,486)
Retained Earnings [Member]    
Schedule of Capitalization, Equity [Line Items]    
Beginning Balances 136,060 88,332
Cash dividends declared on common stock ($0.275 per share) (9,789) (9,793)
Cumulative effect adjustment pursuant to the adoption of ASC 842   (56)
Net income (loss) (36,968) 14,243
Ending Balances $ 89,303 $ 92,726
v3.20.1
Condensed Consolidating Financial Information of Guarantor Subsidiaries - Condensed Consolidating Balance Sheet (Detail) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Mar. 31, 2019
Dec. 31, 2018
Assets:        
Cash $ 12,440 $ 14,247    
Receivables, net 169,415 192,204    
Inventories, net 106,157 85,478    
Prepaid expenses and other assets 17,361 10,262    
Rental equipment, net 1,171,663 1,217,673    
Property and equipment, net 130,614 130,564    
Operating lease right-of-use assets, net 169,539 156,570    
Finance lease right-of-use assets, net 325 365    
Deferred financing costs, net 2,682 2,857    
Intangible assets, net 31,938 32,948    
Goodwill 68,851 131,442   $ 105,843
Total assets 1,880,985 1,974,610    
Liabilities and Stockholders’ Equity:        
Amounts due on senior secured credit facility 184,921 216,879    
Accounts payable 67,790 58,853    
Manufacturer flooring plans payable 17,761 25,201    
Accrued expenses payable and other liabilities 57,394 78,382    
Dividends payable 95 171    
Senior unsecured notes, net 945,762 945,566    
Operating lease right-of-use liabilities 172,376 159,265    
Finance lease right-of-use liabilities 490 550    
Deferred income taxes 170,328 180,126    
Deferred compensation payable 2,123 2,098    
Total liabilities 1,619,040 1,667,091    
Stockholders’ equity 261,945 307,519 $ 261,999 $ 256,803
Total liabilities and stockholders’ equity 1,880,985 1,974,610    
Reportable Legal Entities [Member] | H & E Equipment Services [Member]        
Assets:        
Cash 12,440 14,247    
Receivables, net 145,513 164,260    
Inventories, net 100,422 81,945    
Prepaid expenses and other assets 17,185 10,129    
Rental equipment, net 1,026,632 1,062,154    
Property and equipment, net 111,296 111,429    
Operating lease right-of-use assets, net 148,335 137,625    
Deferred financing costs, net 2,682 2,857    
Investment in guarantor subsidiaries 204,620 235,749    
Intangible assets, net 31,938 32,948    
Goodwill 57,185 101,916    
Total assets 1,858,248 1,955,259    
Liabilities and Stockholders’ Equity:        
Amounts due on senior secured credit facility 184,921 216,879    
Accounts payable 62,390 56,225    
Manufacturer flooring plans payable 17,761 25,201    
Accrued expenses payable and other liabilities 62,269 81,646    
Dividends payable 157 231    
Senior unsecured notes, net 945,762 945,566    
Operating lease right-of-use liabilities 150,592 139,768    
Deferred income taxes 170,328 180,126    
Deferred compensation payable 2,123 2,098    
Total liabilities 1,596,303 1,647,740    
Stockholders’ equity 261,945 307,519    
Total liabilities and stockholders’ equity 1,858,248 1,955,259    
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]        
Assets:        
Receivables, net 23,902 27,944    
Inventories, net 5,735 3,533    
Prepaid expenses and other assets 176 133    
Rental equipment, net 145,031 155,519    
Property and equipment, net 19,318 19,135    
Operating lease right-of-use assets, net 21,204 18,945    
Finance lease right-of-use assets, net 325 365    
Goodwill 11,666 29,526    
Total assets 227,357 255,100    
Liabilities and Stockholders’ Equity:        
Accounts payable 5,400 2,628    
Accrued expenses payable and other liabilities (4,875) (3,264)    
Dividends payable (62) (60)    
Operating lease right-of-use liabilities 21,784 19,497    
Finance lease right-of-use liabilities 490 550    
Total liabilities 22,737 19,351    
Stockholders’ equity 204,620 235,749    
Total liabilities and stockholders’ equity 227,357 255,100    
Elimination [Member]        
Assets:        
Investment in guarantor subsidiaries (204,620) (235,749)    
Total assets (204,620) (235,749)    
Liabilities and Stockholders’ Equity:        
Stockholders’ equity (204,620) (235,749)    
Total liabilities and stockholders’ equity $ (204,620) $ (235,749)    
v3.20.1
Senior Secured Credit Facility
3 Months Ended
Mar. 31, 2020
Secured Debt [Member]  
Senior Secured Credit Facility

(8) Senior Secured Credit Facility

We and our subsidiaries are parties to a $750.0 million Credit Facility with Wells Fargo Capital Finance, LLC as administrative agent, and the lenders named therein (the “Credit Facility”).  For further information related to significant terms of the Credit Facility, see the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

     As of March 31, 2020, we were in compliance with our financial covenants under the Amended and Restated Credit Agreement. At March 31, 2020, we had $184.9 million of borrowings outstanding under the Credit Facility and could borrow up to approximately $557.3 million and remain in compliance with the debt covenants under the Credit Facility. At May 1, 2020, we had $597.2 million of available borrowings under our Credit Facility, net of a $7.7 million outstanding letter of credit.

v3.20.1
Segment Information
3 Months Ended
Mar. 31, 2020
Segment Reporting [Abstract]  
Segment Information

(12) Segment Information

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

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

 

 

 

Three Months Ended

March 31,

 

 

 

2020

 

 

2019

 

Segment Revenues:

 

 

 

 

 

 

 

 

Equipment rentals

 

$

174,519

 

 

$

176,129

 

New equipment sales

 

 

30,873

 

 

 

59,103

 

Used equipment sales

 

 

31,218

 

 

 

29,634

 

Parts sales

 

 

29,769

 

 

 

30,428

 

Services revenues

 

 

16,822

 

 

 

15,568

 

Total segmented revenues

 

 

283,201

 

 

 

310,862

 

Non-segmented revenues

 

 

2,721

 

 

 

2,776

 

Total revenues

 

$

285,922

 

 

$

313,638

 

Segment Gross Profit:

 

 

 

 

 

 

 

 

Equipment rentals

 

$

72,159

 

 

$

77,938

 

New equipment sales

 

 

3,447

 

 

 

7,004

 

Used equipment sales

 

 

10,780

 

 

 

10,622

 

Parts sales

 

 

7,866

 

 

 

8,139

 

Services revenues

 

 

11,282

 

 

 

10,564

 

Total segmented gross profit

 

 

105,534

 

 

 

114,267

 

Non-segmented gross loss

 

 

(51

)

 

 

(567

)

Total gross profit

 

$

105,483

 

 

$

113,700

 

 

 

 

 

Balances at

 

 

 

March 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

Segment identified assets:

 

 

 

 

 

 

 

 

Equipment sales

 

$

88,082

 

 

$

67,542

 

Equipment rentals

 

 

1,171,663

 

 

 

1,217,673

 

Parts and services

 

 

18,075

 

 

 

17,936

 

Total segment identified assets

 

 

1,277,820

 

 

 

1,303,151

 

Non-segment identified assets

 

 

603,165

 

 

 

671,459

 

Total assets

 

$

1,880,985

 

 

$

1,974,610

 

 

The Company operates primarily in the United States and our sales to international customers for the three month periods ended March 31, 2020 and 2019 were 0.4% and 0.3%, respectively, of total revenues. No one customer accounted for more than 10% of our revenues on an overall or segment basis for any of the periods presented.

v3.20.1
Fair Value of Financial Instruments - Estimated Incremental Borrowing Rates for Similar Types of Borrowing Arrangements (Parenthetical) (Detail)
3 Months Ended
Dec. 31, 2019
Mar. 31, 2020
Level 3 [Member] | Carrying Amount [Member]    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Manufacturer flooring plans payable, interest rate 5.25% 3.75%
Level 3 [Member] | Fair Value [Member]    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Manufacturer flooring plans payable, interest rate 5.25% 3.75%
Level 2 [Member] | Carrying Amount [Member] | Senior Unsecured Notes Due 2025 [Member]    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Senior unsecured notes, interest rate 5.625% 5.625%
Senior unsecured notes, due year 2025  
Level 2 [Member] | Fair Value [Member] | Senior Unsecured Notes Due 2025 [Member]    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Senior unsecured notes, interest rate 5.625% 5.625%
Senior unsecured notes, due year 2025  
v3.20.1
Fair Value of Financial Instruments
3 Months Ended
Mar. 31, 2020
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments

(4) Fair Value of Financial Instruments

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

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

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

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

The carrying value of financial instruments reported in the accompanying condensed consolidated balance sheets for cash, accounts receivable, accounts payable and accrued expenses payable and other liabilities approximate fair value due to the immediate or short-term nature or maturity of these financial instruments. The carrying amounts and fair values of our other financial instruments subject to fair value disclosures as of March 31, 2020 and December 31, 2019 are presented in the table below (amounts in thousands).

 

 

 

March 31, 2020

 

 

 

Carrying

Amount

 

 

Fair

Value

 

Manufacturer flooring plans payable with interest computed at 3.75% (Level 3)

 

$

17,761

 

 

$

15,904

 

Senior unsecured notes with interest computed at 5.625% (Level 2)

 

 

945,762

 

 

 

881,225

 

 

 

 

December 31, 2019

 

 

 

Carrying

Amount

 

 

Fair

Value

 

Manufacturer flooring plans payable with interest computed at 5.25% (Level 3)

 

$

25,201

 

 

$

21,615

 

Senior unsecured notes due 2025 with interest computed at 5.625% (Level 2)

 

 

945,566

 

 

 

995,125

 

 

   

At March 31, 2020 and December 31, 2019, the fair value of our senior unsecured notes due 2025 was based on quoted bond trading market prices for those notes. The carrying amounts and fair values of our other financial instruments subject to fair value disclosures have been calculated based upon market quotes and present value calculations based on market rates.  

During the three month periods ended March 31, 2020 and 2019, there were no transfers of financial assets or liabilities in or out of Level 3 of the fair value hierarchy. For our Level 3 unobservable inputs, we calculate a discount rate for our manufacturing floor plans payable based on the U.S. prime rate plus the applicable margin on our Senior Secured Credit Facility. The discount rate as of March 31, 2020 and December 31, 2019 is disclosed in the above table.

 

Fair Value Measurements on a Nonrecurring Basis

 

Our non-financial assets, such as goodwill, intangible assets and property and equipment, are adjusted to fair value only when an impairment charge is recognized or the underlying investment is sold. Such fair value measurements are based predominately on Level 3 inputs. The results of our Q1 2020 goodwill impairment quantitative test indicated that the respective fair values of the Equipment Rental Component 2 reporting unit is less than the carrying value of the reporting unit, resulting in a goodwill impairment of $62.0 million. See footnote 2 for additional information.

 

 

v3.20.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2020
May 01, 2020
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Mar. 31, 2020  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q1  
Trading Symbol HEES  
Entity Registrant Name H&E Equipment Services, Inc.  
Entity Central Index Key 0001339605  
Current Fiscal Year End Date --12-31  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   35,919,949
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Shell Company false  
Title of 12(b) Security Common Stock, par value $0.01 per share  
Security Exchange Name NASDAQ  
Entity File Number 000-51759  
Document Quarterly Report true  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 81-0553291  
Entity Address, Address Line One 7500 Pecue Lane  
Entity Address, City or Town Baton Rouge  
Entity Address, State or Province LA  
Entity Address, Postal Zip Code 70809  
City Area Code 225  
Local Phone Number 298-5200  
Document Transition Report false  
v3.20.1
Acquisitions - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Feb. 01, 2019
Dec. 31, 2018
Business Acquisition [Line Items]        
Goodwill $ 68,851 $ 131,442   $ 105,843
We-Rent-It [Member]        
Business Acquisition [Line Items]        
Cash     $ 1,745  
Accounts receivable     5,119  
Inventory     731  
Prepaid expenses and other assets     544  
Rental equipment     51,747  
Property and equipment     3,207  
Other assets     21  
Intangible assets     8,700  
Total identifiable assets acquired     71,814  
Accounts payable     (115)  
Accrued expenses payable and other liabilities     (991)  
Total liabilities assumed     (1,106)  
Net identifiable assets acquired     70,708  
Goodwill     37,186  
Net assets acquired     $ 107,894  
v3.20.1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Cash flows from operating activities:    
Net income (loss) $ (36,968) $ 14,243
Adjustments to reconcile net income (loss) to net cash provided by operating activities:    
Depreciation and amortization of property and equipment 7,398 6,479
Depreciation of rental equipment 59,986 57,148
Amortization of finance lease right-of-use assets 40 41
Amortization of intangible assets 1,010 952
Amortization of deferred financing costs 251 254
Accretion of note discount, net of premium amortization 120 120
Non-cash operating lease expense 2,821 2,583
Provision for losses on accounts receivable 1,673 1,301
Provision for inventory obsolescence 12 42
Change in deferred income taxes (9,798) 4,977
Stock-based compensation expense 1,652 1,188
Impairment of goodwill 61,994  
Gain from sales of property and equipment, net (4,264) (741)
Gain from sales of rental equipment, net (10,567) (10,621)
Changes in operating assets and liabilities, net of acquisitions:    
Receivables 21,116 17,605
Inventories (33,371) (58,062)
Prepaid expenses and other assets (7,118) (2,117)
Accounts payable 9,533 13,539
Manufacturer flooring plans payable (7,440) 2,684
Accrued expenses payable and other liabilities (23,643) (12,574)
Deferred compensation payable 25 27
Net cash provided by operating activities 34,462 39,068
Cash flows from investing activities:    
Acquisition of businesses, net of cash acquired   (106,746)
Purchases of property and equipment (10,069) (7,221)
Purchases of rental equipment (19,785) (48,644)
Proceeds from sales of property and equipment 6,880 931
Proceeds from sales of rental equipment 29,056 28,292
Net cash provided by (used in) investing activities 6,082 (133,388)
Cash flows from financing activities:    
Borrowings on senior secured credit facility 299,524 447,503
Payments on senior secured credit facility (331,482) (352,617)
Dividends paid (9,863) (9,832)
Purchases of treasury stock (470) (387)
Payments of deferred financing costs   (525)
Payments of finance lease obligations (60) (57)
Net cash provided by (used in) financing activities (42,351) 84,085
Net decrease in cash (1,807) (10,235)
Cash, beginning of period 14,247 16,677
Cash, end of period 12,440 6,442
Noncash asset purchases:    
Assets transferred from new and used inventory to rental fleet 12,680 21,112
Purchases of property and equipment included in accrued expenses payable and other liabilities 5 345
Operating lease right-of-use assets and lease liabilities recorded upon adoption of ASC 842   162,814
Finance lease right-of-use assets and lease liabilities recorded upon adoption of ASC 842   782
Operating lease assets obtained in exchange for new operating lease liabilities 15,906 8,348
Cash paid during the period for:    
Interest 29,305 29,481
Income taxes paid (net of refunds received) $ (99) $ (519)
v3.20.1
Significant Accounting Policies - Summary of Revenue by Type and by Applicable Accounting Standard (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Mar. 31, 2018
Revenues:      
Revenues $ 285,922 $ 313,638 $ 260,482
Topic 842      
Revenues:      
Revenues 165,135 166,873  
Topic 606      
Revenues:      
Revenues 120,787 146,765  
Rental Revenues [Member] | Owned Equipment Rentals [Member]      
Revenues:      
Revenues 153,928 153,624  
Rental Revenues [Member] | Owned Equipment Rentals [Member] | Topic 842      
Revenues:      
Revenues 153,670 153,350  
Rental Revenues [Member] | Owned Equipment Rentals [Member] | Topic 606      
Revenues:      
Revenues 258 274  
Rental Revenues [Member] | Re Rent Revenues [Member]      
Revenues:      
Revenues 4,690 6,036  
Rental Revenues [Member] | Re Rent Revenues [Member] | Topic 842      
Revenues:      
Revenues 4,690 6,036  
Ancillary And Other Rental Revenues [Member]      
Revenues:      
Revenues 15,901 16,469  
Ancillary And Other Rental Revenues [Member] | Topic 842      
Revenues:      
Revenues 6,775 7,487  
Ancillary And Other Rental Revenues [Member] | Topic 606      
Revenues:      
Revenues 9,126 8,982  
Ancillary And Other Rental Revenues [Member] | Delivery and Pick-up [Member]      
Revenues:      
Revenues 9,126 8,982  
Ancillary And Other Rental Revenues [Member] | Delivery and Pick-up [Member] | Topic 606      
Revenues:      
Revenues 9,126 8,982  
Ancillary And Other Rental Revenues [Member] | Other [Member]      
Revenues:      
Revenues 6,775 7,487  
Ancillary And Other Rental Revenues [Member] | Other [Member] | Topic 842      
Revenues:      
Revenues 6,775 7,487  
Total Equipment Rental Revenues [Member]      
Revenues:      
Revenues 174,519 176,129  
Total Equipment Rental Revenues [Member] | Topic 842      
Revenues:      
Revenues 165,135 166,873  
Total Equipment Rental Revenues [Member] | Topic 606      
Revenues:      
Revenues 9,384 9,256  
New Equipment Sales [Member]      
Revenues:      
Revenues 30,873 59,103  
New Equipment Sales [Member] | Topic 606      
Revenues:      
Revenues 30,873 59,103  
Used Equipment Sales [Member]      
Revenues:      
Revenues 31,218 29,634  
Used Equipment Sales [Member] | Topic 606      
Revenues:      
Revenues 31,218 29,634  
Parts Sales [Member]      
Revenues:      
Revenues 29,769 30,428  
Parts Sales [Member] | Topic 606      
Revenues:      
Revenues 29,769 30,428  
Parts and Services [Member]      
Revenues:      
Revenues 16,822 15,568  
Parts and Services [Member] | Topic 606      
Revenues:      
Revenues 16,822 15,568  
Other [Member]      
Revenues:      
Revenues 2,721 2,776  
Other [Member] | Topic 606      
Revenues:      
Revenues $ 2,721 $ 2,776  
v3.20.1
Fair Value of Financial Instruments (Tables)
3 Months Ended
Mar. 31, 2020
Fair Value Disclosures [Abstract]  
Estimated Incremental Borrowing Rates for Similar Types of Borrowing Arrangements The carrying amounts and fair values of our other financial instruments subject to fair value disclosures as of March 31, 2020 and December 31, 2019 are presented in the table below (amounts in thousands).

 

 

 

March 31, 2020

 

 

 

Carrying

Amount

 

 

Fair

Value

 

Manufacturer flooring plans payable with interest computed at 3.75% (Level 3)

 

$

17,761

 

 

$

15,904

 

Senior unsecured notes with interest computed at 5.625% (Level 2)

 

 

945,762

 

 

 

881,225

 

 

 

 

December 31, 2019

 

 

 

Carrying

Amount

 

 

Fair

Value

 

Manufacturer flooring plans payable with interest computed at 5.25% (Level 3)

 

$

25,201

 

 

$

21,615

 

Senior unsecured notes due 2025 with interest computed at 5.625% (Level 2)

 

 

945,566

 

 

 

995,125

 

v3.20.1
Senior Unsecured Notes (Tables)
3 Months Ended
Mar. 31, 2020
Senior Unsecured Notes [Member]  
Debt Instrument [Line Items]  
Reconciliation of Senior Unsecured Notes to Condensed Consolidated Balance Sheets

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

 

Balance at December 31, 2018

 

$

944,780

 

Accretion of discount through December 31, 2019

 

 

1,539

 

Amortization of note premium through December 31, 2019

 

 

(1,062

)

Amortization of deferred financing costs through December 31, 2019

 

 

309

 

Balance at December 31, 2019

 

$

945,566

 

Accretion of discount through March 31, 2020

 

 

385

 

Amortization of note premium through March 31, 2020

 

 

(265

)

Amortization of deferred financing costs through March 31, 2020

 

 

76

 

Balance at March 31, 2020

 

$

945,762

 

v3.20.1
Senior Secured Credit Facility - Additional Information (Detail) - USD ($)
May 01, 2020
Mar. 31, 2020
Wells Fargo Capital Finance, LLC [Member] | Credit Facility [Member]    
Debt Instrument [Line Items]    
Existing credit facility with its lenders   $ 750,000,000.0
Revolving Credit Facility [Member]    
Debt Instrument [Line Items]    
Outstanding letters of credit   184,900,000
Available borrowings under our senior secured credit facility   $ 557,300,000
Revolving Credit Facility [Member] | Subsequent Event [Member]    
Debt Instrument [Line Items]    
Outstanding letters of credit $ 7,700,000  
Available borrowings under our senior secured credit facility $ 597,200,000  
v3.20.1
Stock-Based Compensation - Additional Information (Detail) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Unrecognized compensation expense related to non-vested stock $ 5.1  
Expected non-vested stock recognized over a weighted-average period 1 year 9 months 18 days  
Compensation expense $ 1.7 $ 1.2
2016 Stock-Based Incentive Compensation Plan [Member]    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Stock-Based incentive compensation plan 1,546,963  
v3.20.1
Condensed Consolidating Financial Information of Guarantor Subsidiaries - Condensed Consolidating Statement of Cash Flows (Detail) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Cash flows from operating activities:      
Net income (loss) $ (36,968) $ 14,243  
Adjustments to reconcile net income (loss) to net cash provided by operating activities:      
Depreciation and amortization of property and equipment 7,398 6,479  
Depreciation of rental equipment 59,986 57,148  
Amortization of finance lease right-of-use assets 40 41  
Amortization of intangible assets 1,010 952  
Amortization of deferred financing costs 251 254  
Accretion of note discount, net of premium amortization 120 120  
Non-cash operating lease expense 2,821 2,583  
Provision for losses on accounts receivable 1,673 1,301  
Provision for inventory obsolescence 12 42  
Change in deferred income taxes (9,798) 4,977  
Stock-based compensation expense 1,652 1,188  
Impairment of goodwill 61,994    
Gain from sales of property and equipment, net (4,264) (741)  
Gain from sales of rental equipment, net (10,567) (10,621)  
Changes in operating assets and liabilities:      
Receivables 21,116 17,605  
Inventories (33,371) (58,062)  
Prepaid expenses and other assets (7,118) (2,117)  
Accounts payable 9,533 13,539  
Manufacturer flooring plans payable (7,440) 2,684  
Accrued expenses payable and other liabilities (23,643) (12,574)  
Deferred compensation payable 25 27  
Depreciation and amortization on property and equipment 7,398 6,479  
Depreciation of rental equipment 59,986 57,148  
Net cash provided by operating activities 34,462 39,068  
Cash flows from investing activities:      
Acquisition of businesses, net of cash acquired   (106,746)  
Purchases of property and equipment (10,069) (7,221)  
Purchases of rental equipment (19,785) (48,644)  
Proceeds from sales of property and equipment 6,880 931  
Proceeds from sales of rental equipment 29,056 28,292  
Net cash provided by (used in) investing activities 6,082 (133,388)  
Acquisition of business, net of cash acquired   (106,746)  
Cash flows from financing activities:      
Borrowings on senior secured credit facility 299,524 447,503  
Payments on senior secured credit facility (331,482) (352,617)  
Dividends paid (9,863) (9,832)  
Purchases of treasury stock (470) (387)  
Payment of deferred financing costs   (525)  
Payments of finance lease obligations (60) (57)  
Net cash provided by (used in) financing activities (42,351) 84,085  
Net decrease in cash (1,807) (10,235)  
Cash, beginning of period 14,247 16,677 $ 16,677
Cash, end of period 12,440 6,442 14,247
Reportable Legal Entities [Member] | H & E Equipment Services [Member]      
Cash flows from operating activities:      
Net income (loss) (36,968) 14,243  
Adjustments to reconcile net income (loss) to net cash provided by operating activities:      
Depreciation and amortization of property and equipment 6,500 5,692  
Depreciation of rental equipment 51,964 49,263  
Amortization of intangible assets 1,010 952  
Amortization of deferred financing costs 251 254  
Accretion of note discount, net of premium amortization 120 120  
Non-cash operating lease expense 2,341 1,999  
Provision for losses on accounts receivable 1,561 1,112  
Provision for inventory obsolescence 12 42  
Change in deferred income taxes (9,798) 4,977  
Stock-based compensation expense 1,652 1,188  
Impairment of goodwill 61,994    
Gain from sales of property and equipment, net (3,773) (707)  
Gain from sales of rental equipment, net (8,931) (9,004)  
Equity in earnings of guarantor subsidiaries (907) (1,724)  
Changes in operating assets and liabilities:      
Receivables 17,186 8,863  
Inventories (30,213) (51,703)  
Prepaid expenses and other assets (7,075) (2,109)  
Accounts payable 6,761 10,003  
Manufacturer flooring plans payable (7,440) 3,172  
Accrued expenses payable and other liabilities (21,580) (12,553)  
Deferred compensation payable 25 27  
Depreciation and amortization on property and equipment 6,500 5,692  
Depreciation of rental equipment 51,964 49,263  
Net cash provided by operating activities 24,692 24,107  
Cash flows from investing activities:      
Acquisition of businesses, net of cash acquired   (106,746)  
Purchases of property and equipment (8,951) (5,446)  
Purchases of rental equipment (20,705) (43,311)  
Proceeds from sales of property and equipment 6,352 859  
Proceeds from sales of rental equipment 24,918 24,012  
Investment in subsidiaries 14,176 12,203  
Net cash provided by (used in) investing activities 15,790 (118,429)  
Acquisition of business, net of cash acquired   (106,746)  
Cash flows from financing activities:      
Borrowings on senior secured credit facility 299,524 447,503  
Payments on senior secured credit facility (331,482) (352,617)  
Dividends paid (9,861) (9,831)  
Purchases of treasury stock (470) (387)  
Payment of deferred financing costs   (525)  
Payments of finance lease obligations   (56)  
Net cash provided by (used in) financing activities (42,289) 84,087  
Net decrease in cash (1,807) (10,235)  
Cash, beginning of period 14,247 16,677 16,677
Cash, end of period 12,440 6,442 $ 14,247
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]      
Cash flows from operating activities:      
Net income (loss) 907 1,724  
Adjustments to reconcile net income (loss) to net cash provided by operating activities:      
Depreciation and amortization of property and equipment 898 787  
Depreciation of rental equipment 8,022 7,885  
Amortization of finance lease right-of-use assets 40 41  
Non-cash operating lease expense 480 584  
Provision for losses on accounts receivable 112 189  
Gain from sales of property and equipment, net (491) (34)  
Gain from sales of rental equipment, net (1,636) (1,617)  
Changes in operating assets and liabilities:      
Receivables 3,930 8,742  
Inventories (3,158) (6,359)  
Prepaid expenses and other assets (43) (8)  
Accounts payable 2,772 3,536  
Manufacturer flooring plans payable   (488)  
Accrued expenses payable and other liabilities (2,063) (21)  
Depreciation and amortization on property and equipment 898 787  
Depreciation of rental equipment 8,022 7,885  
Net cash provided by operating activities 9,770 14,961  
Cash flows from investing activities:      
Purchases of property and equipment (1,118) (1,775)  
Purchases of rental equipment 920 (5,333)  
Proceeds from sales of property and equipment 528 72  
Proceeds from sales of rental equipment 4,138 4,280  
Net cash provided by (used in) investing activities 4,468 (2,756)  
Cash flows from financing activities:      
Dividends paid (2) (1)  
Payments of finance lease obligations (60) (1)  
Capital contributions (14,176) (12,203)  
Net cash provided by (used in) financing activities (14,238) (12,205)  
Elimination [Member]      
Cash flows from operating activities:      
Net income (loss) (907) (1,724)  
Adjustments to reconcile net income (loss) to net cash provided by operating activities:      
Equity in earnings of guarantor subsidiaries 907 1,724  
Cash flows from investing activities:      
Investment in subsidiaries (14,176) (12,203)  
Net cash provided by (used in) investing activities (14,176) (12,203)  
Cash flows from financing activities:      
Capital contributions 14,176 12,203  
Net cash provided by (used in) financing activities $ 14,176 $ 12,203  
v3.20.1
Acquisitions - Unaudited Pro Forma Consolidated Statements of Operations Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Mar. 31, 2018
Business Acquisition [Line Items]      
Total revenues $ 285,922 $ 313,638 $ 260,482
Pretax income $ (47,311) $ 19,352 13,068
Pro forma pretax income (loss)     13,068
Income tax expense (benefit)     3,590
Net income (loss)     $ 9,478
Net income (loss) per share – basic     $ 0.27
Net income (loss) per share – diluted     $ 0.26
Pro forma adjustments to pretax income:      
Total revenues     $ 268,069
Pretax income     13,852
Pro forma adjustments to pretax income:      
Impact of fair value mark-ups/useful life changes on depreciation     (250)
Intangible asset amortization     (122)
Interest expense     (1,356)
Elimination of historic interest expense     80
Pro forma pretax income (loss)     12,204
Income tax expense (benefit)     3,355
Net income (loss)     $ 8,849
Net income (loss) per share – basic     $ 0.25
Net income (loss) per share – diluted     $ 0.25
We-Rent-It [Member]      
Business Acquisition [Line Items]      
Total revenues     $ 7,587
Pretax income     784
Pro forma adjustments to pretax income:      
Impact of fair value mark-ups/useful life changes on depreciation     (250)
Intangible asset amortization     (122)
Interest expense     (1,356)
Elimination of historic interest expense     80
Pro forma pretax income (loss)     (864)
Income tax expense (benefit)     (235)
Net income (loss)     $ (629)
Net income (loss) per share – basic     $ (0.02)
Net income (loss) per share – diluted     $ (0.02)
v3.20.1
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Statement Of Financial Position [Abstract]    
Allowance for doubtful accounts receivables $ 4,774 $ 5,236
Reserves for obsolescence inventories 338 331
Accumulated depreciation, rental equipment 696,538 676,376
Accumulated depreciation and amortization, property and equipment 157,202 156,782
Accumulated amortization, operating lease right-of-use assets 14,135 11,197
Accumulated amortization, financing lease right-of-use assets 2,092 2,051
Accumulated amortization, deferred financing costs 14,594 14,419
Accumulated amortization, intangible assets 7,762 6,952
Unaccreted discount, net 2,572 2,691
Deferred financing costs $ 1,666 $ 1,743
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, shares authorized 25,000,000 25,000,000
Preferred stock, shares issued 0 0
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 175,000,000 175,000,000
Common stock, shares issued 40,020,289 39,921,838
Common stock, shares outstanding 35,920,148 35,848,089
Treasury stock, shares 4,100,141 4,073,749
v3.20.1
Significant Accounting Policies - Schedule of Changes in Carrying Amount of Goodwill (Detail) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2020
Dec. 31, 2019
Goodwill [Line Items]    
Beginning balance $ 131,442,000 $ 105,843,000
Increases (Decreases) (61,994,000) (12,184,000)
Ending balance 68,851,000 131,442,000
CEC and Rental Inc [Member]    
Goodwill [Line Items]    
Increases (Decreases) (597,000) 37,783,000
Equipment Rental Component 1 [Member]    
Goodwill [Line Items]    
Beginning balance 49,215,000 34,297,000
Ending balance 48,976,000 49,215,000
Equipment Rental Component 1 [Member] | CEC and Rental Inc [Member]    
Goodwill [Line Items]    
Increases (Decreases) (239,000) 14,918,000
Equipment Rental Component 2 [Member]    
Goodwill [Line Items]    
Beginning balance 62,311,000 42,536,000
Increases (Decreases) (61,994,000)  
Ending balance   62,311,000
Equipment Rental Component 2 [Member] | CEC and Rental Inc [Member]    
Goodwill [Line Items]    
Increases (Decreases) (317,000) 19,775,000
New Equipment Sales [Member]    
Goodwill [Line Items]    
Beginning balance 0 10,434,000
Increases (Decreases)   (10,688,000)
Ending balance   0
New Equipment Sales [Member] | CEC and Rental Inc [Member]    
Goodwill [Line Items]    
Increases (Decreases)   254,000
Used Equipment Sales [Member]    
Goodwill [Line Items]    
Beginning balance 8,961,000 8,461,000
Ending balance 8,953,000 8,961,000
Used Equipment Sales [Member] | CEC and Rental Inc [Member]    
Goodwill [Line Items]    
Increases (Decreases) (8,000) 500,000
Parts Sales [Member]    
Goodwill [Line Items]    
Beginning balance 10,955,000 8,910,000
Ending balance 10,922,000 10,955,000
Parts Sales [Member] | CEC and Rental Inc [Member]    
Goodwill [Line Items]    
Increases (Decreases) $ (33,000) 2,045,000
Parts and Services [Member]    
Goodwill [Line Items]    
Beginning balance   1,205,000
Increases (Decreases)   (1,496,000)
Parts and Services [Member] | CEC and Rental Inc [Member]    
Goodwill [Line Items]    
Increases (Decreases)   $ 291,000
v3.20.1
Significant Accounting Policies
3 Months Ended
Mar. 31, 2020
Accounting Policies [Abstract]  
Significant Accounting Policies

(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, 2019.  During the three month period ended March 31, 2020, there were no significant changes to those accounting policies.

Use of Estimates

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

Revenue Recognition

Under Topic 606, Revenue from Contracts with Customers, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. As described below and in note 12 to these consolidated financial statements, we adopted Topic 842, Leases, on January 1, 2019. We recognize revenue in accordance with two different accounting standards: 1) Topic 606 and 2) Topic 842.

Under Topic 606, revenue from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales incentives and amounts collected on behalf of third parties. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. Our contracts with customers generally do not include multiple performance obligations. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for such products or services.

In the table below, revenue as presented in our condensed consolidated statement of operations for the three month periods ended March 31, 2020 and 2019 is summarized by type and by the applicable accounting standard.

 

 

 

Three Month Period Ended March 31,

 

 

 

2020

 

 

2019

 

 

 

Topic 842

 

 

Topic 606

 

 

Total

 

 

Topic 842

 

 

Topic 606

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned equipment rentals

 

$

153,670

 

 

$

258

 

 

$

153,928

 

 

$

153,350

 

 

$

274

 

 

$

153,624

 

Re-rent revenue

 

 

4,690

 

 

 

 

 

 

4,690

 

 

 

6,036

 

 

 

 

 

 

6,036

 

Ancillary and other rental revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Delivery and pick-up

 

 

 

 

 

9,126

 

 

 

9,126

 

 

 

 

 

 

8,982

 

 

 

8,982

 

Other

 

 

6,775

 

 

 

 

 

 

6,775

 

 

 

7,487

 

 

 

 

 

 

7,487

 

Total ancillary rental revenues

 

 

6,775

 

 

 

9,126

 

 

 

15,901

 

 

 

7,487

 

 

 

8,982

 

 

 

16,469

 

Total equipment rental revenues

 

 

165,135

 

 

 

9,384

 

 

 

174,519

 

 

 

166,873

 

 

 

9,256

 

 

 

176,129

 

New equipment sales

 

 

 

 

 

30,873

 

 

 

30,873

 

 

 

 

 

 

59,103

 

 

 

59,103

 

Used equipment sales

 

 

 

 

 

31,218

 

 

 

31,218

 

 

 

 

 

 

29,634

 

 

 

29,634

 

Parts sales

 

 

 

 

 

29,769

 

 

 

29,769

 

 

 

 

 

 

30,428

 

 

 

30,428

 

Service revenues

 

 

 

 

 

16,822

 

 

 

16,822

 

 

 

 

 

 

15,568

 

 

 

15,568

 

Other

 

 

 

 

 

2,721

 

 

 

2,721

 

 

 

 

 

 

2,776

 

 

 

2,776

 

Total revenues

 

$

165,135

 

 

$

120,787

 

 

$

285,922

 

 

$

166,873

 

 

$

146,765

 

 

$

313,638

 

 

Revenues by reporting segment are presented in note 12 of our condensed consolidated financial statements, using the revenue captions reflected in our consolidated statements of operations. We believe that the disaggregation of our revenues from contracts to customers as reflected above, coupled with further discussion below and the reporting segments in note 12, depict how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by economic factors. For further information related to our accounting for revenues pursuant to Topic 606 and Topic 842, see Significant Accounting Policies in note 2 to our Annual Report on Form 10-K for the year ended December 31, 2019.

 

Receivables and contract assets and liabilities

 

We manage credit risk associated with our accounts receivables at the customer level. Because the same customers typically generate the revenues that are accounted for under both Topic 606 and Topic 842, the discussions below on credit risk and our allowance for doubtful accounts address our total revenues from Topic 606 and Topic 842.

 

We believe concentration of credit risk with respect to our receivables is limited because our customer base is comprised of a large number of geographically diverse customers. No single customer accounted for more than 10% of our revenues on an overall or segment basis for any of the periods presented in this Quarterly Report on Form 10-Q. We manage credit risk through credit approvals, credit limits and other monitoring procedures.

 

Pursuant to Topic 842 and Topic 326 for rental and non-rental receivables, respectively, we maintain an allowance for doubtful accounts that reflects our estimate of our expected credit losses. Our allowance is estimated using a loss rate model based on delinquency. The estimated loss rate is based on our historical experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable forecasts, and our own judgment as to the likelihood of ultimate payment based upon available data. Our largest exposure to doubtful accounts is in our rental operations. We perform credit evaluations of customers and establish credit limits based on reviews of our customers’ current credit information and payment histories. We believe our credit risk is somewhat mitigated by our geographically diverse customer base and our credit evaluation procedures. The actual rate of future credit losses, however, may not be similar to past experience. Our estimate of doubtful accounts could change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowance for doubtful accounts.

 

We do not have material contract assets, impairment losses associated therewith, or material contract liabilities associated with contracts with customers. Our contracts with customers do not generally result in material amounts billed to customers in excess of recognizable revenue. We did not recognize material revenues during the three month periods ended March 31, 2020 or 2019 that was included in the contract liability balance as of the beginning of such periods.

 

 

Goodwill

Goodwill is recorded as the excess of the consideration transferred plus the fair value of any non-controlling interest in the acquiree at the acquisition date over the fair values of the identifiable net assets acquired.

We evaluate goodwill for impairment at least annually, or more frequently if triggering events occur or other impairment indicators arise which might impair recoverability. Impairment of goodwill is evaluated at the reporting unit level. A reporting unit is defined as an operating segment (i.e. before aggregation or combination), or one level below an operating segment (i.e., a component). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. We have identified two components within our Rental operating segment (Equipment Rental Component 1 and Equipment Rental Component 2) and have determined that each of our other operating segments (New Equipment Sales, Used Equipment Sales, Parts Sales and Service Revenues) represent a reporting unit, resulting in six total reporting units. As further described in our Annual Report on Form 10-K for the year ended December 31, 2019, we recorded in the fourth quarter of 2019 impairment charges of $10.7 million and $1.5 million related to our new equipment sales goodwill reporting unit and our service revenues goodwill reporting unit, respectively. As a result, and as indicated in the goodwill reporting unit carrying values rollforward below, these two reporting units had no carrying value at December 31, 2019.

The goodwill impairment test consists of one step, comparing the fair value of a reporting unit with its carrying amount. An entity should recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, limited to the total amount of goodwill allocated to the reporting unit.

Based on our evaluation of the impact to our business in the first quarter of 2020 from the COVID-19 pandemic, we identified triggering events requiring an interim impairment test as of March 31, 2020. These triggering events included a deterioration in macroeconomic conditions, declines in business volume in our industry, a decline in our actual revenue and earnings compared with our planned revenue and earnings, and a sustained decrease in our stock price.  

We estimated the fair value of our reporting units by equally weighting results from the income approach and the market approach and we compared those fair values to the carrying values of our four reporting units with carrying values, and determined that our Equipment Rental Component 2 reporting unit had a fair value less than its carrying value, resulting in a $62.0 million impairment charge. The impairment was largely due to Equipment Rental Component 2’s forecasted declines in 2020 rental revenues, which was driven by the decrease in equipment rental demand that began in March 2020 as COVID-19’s impact became more widespread across our geographic footprint, combined with our revenue growth rate and cash flow assumptions for the remaining forecast period under the income approach, and the decline in the fair value of Equipment Rental Component 2 based on the market approach from declining business enterprise values of comparable companies in our industry, resulting in a decrease in revenue and EBITDA multiples of those companies. We determined that our Equipment Rental Component 1, Used Equipment Sales and Parts Sales reporting units were not impaired as their respective fair values exceeded their respective carrying values by approximately 34%, 90%, and 40%, respectively.

Significant assumptions inherent in the valuation methodologies for goodwill are employed and include, prospective financial information, growth rates, terminal value, discount rates, and comparable multiples from publicly traded companies in our industry. The inputs and variables used in determining the fair value of a reporting unit require management to make certain assumptions regarding the impact of operating and macroeconomic changes, as well as estimates of future cash flows. Our estimates regarding future cash flows are based on historical experience and projections of future operating performance, including revenues, margins and operating expenses. We also make certain forecasts about future economic conditions, such as the timing and duration of economic expansion or contraction cycles in our business, interest rates, and other market data. Many of the factors used in assessing fair value are outside the control of management, and these assumptions and estimates may change in future periods. An adverse change in any of the assumptions used in our impairment testing (e.g. projected revenue and profit, discount rates, industry price multiples, etc.), including the uncertainty related to the depth and duration of COVID-19’s impact on our forecasted cash flows, could affect our fair value measurements and result in future impairments. If we are unable to achieve the financial forecasts used in our impairment analysis, we may also be required to record an impairment charge to our goodwill.    

The impairment charges are non-cash items and will not affect our cash flows, liquidity or borrowing capacity under the senior credit facility, and the charge is excluded from our financial results in evaluating our financial covenant under the senior secured credit facility.

The changes in the carrying amount of goodwill for our reporting units for the periods ended March 31, 2020 and December 31, 2019 were as follows (amounts in thousands):

 

 

 

Eq. Rental Comp. 1

 

 

Eq. Rental Comp. 2

 

 

New Eq. Sales

 

 

Used Eq. Sales

 

 

Parts Sales

 

 

Service Revenues

 

 

Total

 

Balance at December 31, 2018

 

$

34,297

 

 

$

42,536

 

 

$

10,434

 

 

$

8,461

 

 

$

8,910

 

 

$

1,205

 

 

$

105,843

 

Increases (1)

 

 

14,918

 

 

 

19,775

 

 

 

254

 

 

 

500

 

 

 

2,045

 

 

 

291

 

 

 

37,783

 

Decreases (2)

 

 

 

 

 

 

 

 

(10,688

)

 

 

 

 

 

 

 

 

(1,496

)

 

 

(12,184

)

Balance at December 31, 2019

 

 

49,215

 

 

 

62,311

 

 

 

 

 

 

8,961

 

 

 

10,955

 

 

 

 

 

 

131,442

 

Decreases (3)

 

 

(239

)

 

 

(317

)

 

 

 

 

 

(8

)

 

 

(33

)

 

 

 

 

 

(597

)

Decreases (4)

 

 

 

 

 

(61,994

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(61,994

)

Balance at March 31, 2020

 

$

48,976

 

 

$

 

 

$

 

 

$

8,953

 

 

$

10,922

 

 

$

 

 

$

68,851

 

 

 

(1)

Increases are related to goodwill recognized in the WRI 2019 acquisition. See footnote 3 for further information.

 

(2)

Decreases are related to the goodwill impairment calculated as of October 1, 2019.

 

(3)

Decreases are related to an adjustment from the final closing settlement of the WRI acquisition during the first quarter of 2020.

 

(4)

Decrease is related to the goodwill impairment calculated as of March 31, 2020.

Recent Accounting Pronouncements

Pronouncements Not Yet Adopted

In December 2019, the FASB issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Accounting Standards Codification (“ASC”) 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2020, and generally requires prospective adoption. While

we continue to evaluate the new guidance of ASU 2019-12, we currently do not expect the guidance to have a material impact on our consolidated financial statements.     

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited time to ease the potential burden in accounting for or recognizing the effects of reference rate reform, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”) on financial reporting. The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments are elective and are effective upon issuance for all entities through December 31, 2022. The amendments of this ASU should be applied on a prospective basis. The Company is currently evaluating the impact of the new guidance.

In March 2020, the Securities and Exchange Commission (“SEC”) adopted final rules that amend the financial disclosure requirements for subsidiary issuers and guarantors of registered debt securities in Rule 3-10 of Regulation S-X. The SEC also amended the disclosure requirements for affiliates whose securities are pledged as collateral for registered securities in Rule 3-16 of Regulation S-X. The disclosure requirements, as amended, are now relocated to newly created Rules 13-01 and 13-02 in Regulation S-X, while the amended eligibility requirements remain in Rule 3-10. The SEC amended its financial disclosure requirements for companies that conduct registered debt offerings involving subsidiaries as either issuers or guarantors and affiliates whose securities are pledged as collateral. The SEC also narrowed the circumstances that require separate financial statements of subsidiary issuers and guarantors and streamlined the alternative disclosures required in lieu of those statements. Further, the SEC replaced the requirement for separate financial statements of affiliates whose securities are pledged as collateral for registered securities with requirements similar to those adopted for subsidiary issuers and guarantors. The rule is effective January 4, 2021, but earlier compliance is permitted. The Company is currently evaluating the impact of the final rules.

  

Pronouncements Adopted in 2020

 

Credit Losses

 

On January 1, 2020, we adopted Accounting Standards Codification Topic 326, Credit Losses (Topic 326). This standard establishes an impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, we recognize an allowance for our estimate of expected credit losses over the entire contractual term of our receivables from the date of initial recognition of the financial instrument. Measurement of expected credit losses are based on relevant forecasts that affect collectability. Topic 326 applies to trade receivables from certain revenue transactions including receivables from equipment sales, parts and service sales. Under Topic 606 (Revenue from Contracts with Customers), revenue is recognized when, among other criteria, it is probable that the entity will collect the consideration to which it is entitled for goods or services transferred to a customer. At the point that these trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses over their contractual life are recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. The adoption of Topic 326 did not have a material impact on our consolidated financial statements and related disclosures or our existing internal controls because our non-rental accounts receivable are of short duration and there is not a material difference between incurred losses and expected losses.

 

Fair Value

 

On January 1, 2020, we adopted ASU No. 2018-13, Fair Value Measurement - Disclosure Framework. ASU 2018-13 modifies the disclosure requirements for fair value measurements. Entities are no longer required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies are required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The adoption of ASU 2018-13 did not have a material impact on our consolidated financial statements and footnotes.     

 

 

v3.20.1
Organization and Nature of Operations (Policies)
3 Months Ended
Mar. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Basis of Presentation

Basis of Presentation

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

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such regulations. In the opinion of management, all adjustments (consisting of all normal and recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020, 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, 2019, from which the consolidated balance sheet amounts as of December 31, 2019 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.

v3.20.1
Stock-Based Compensation
3 Months Ended
Mar. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation

(6) Stock-Based Compensation

We account for our stock-based compensation plans using the fair value recognition provisions of ASC 718, Stock Compensation. Under the provisions of ASC 718, stock-based compensation is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the requisite employee service period (generally the vesting period of the grant). Shares available for future stock-based payment awards under our 2016 Stock-Based Incentive Compensation Plan were 1,546,963 shares as of March 31, 2020.

Non-vested Stock

The following table summarizes our non-vested stock activity for the three months ended March 31, 2020: 

 

 

 

Number of

Shares

 

 

Weighted

Average Grant

Date Fair Value

 

Non-vested stock at December 31, 2019

 

 

377,740

 

 

$

29.26

 

Granted

 

 

23,608

 

 

$

27.11

 

Vested

 

 

(73,564

)

 

$

24.03

 

Forfeited

 

 

(1,876

)

 

$

30.57

 

Non-vested stock at March 31, 2020

 

 

325,908

 

 

$

30.28

 

 

As of March 31, 2020, we had unrecognized compensation expense of approximately $5.1 million related to non-vested stock that we expect to be recognized over a weighted-average period of approximately 1.8 years. The 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 months ended March 31, 2020 and 2019 is $1.7 million and $1.2 million, respectively.

v3.20.1
Leases
3 Months Ended
Mar. 31, 2020
Leases [Abstract]  
Leases

(10) Leases

 

We adopted Topic 842 on January 1, 2019. For a discussion of our adoption of Topic 842 and related disclosures, see note 2 and note 11 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2019.

 

At March 31, 2020, as disclosed in our condensed consolidated balance sheet, we had net operating lease right-of-use assets of $169.5 million and net finance lease right-of-use assets of $0.3 million. Our operating lease liabilities at March 31, 2020 were $172.4 million and finance lease liabilities were $0.5 million. The weighted average remaining lease term for operating leases was approximately 10.2 years and the weighted average remaining lease term for finance leases was approximately 2.0 years. The weighted average discount rate for operating and finance leases was approximately 6.6% and 5.9%, respectively.      

 

v3.20.1
Condensed Consolidating Financial Information of Guarantor Subsidiaries - Condensed Consolidating Statement of Operations (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Mar. 31, 2018
Revenues:      
Revenues $ 285,922 $ 313,638 $ 260,482
Cost of revenues:      
Cost of revenues 180,439 199,938  
Gross profit (loss):      
Gross profit 105,483 113,700  
Selling, general and administrative expenses 79,624 78,647  
Impairment of goodwill 61,994    
Merger costs 40 119  
Gain on sales of property and equipment, net 4,264 741  
Income (loss) from operations (31,911) 35,675  
Other income (expense):      
Interest expense (16,030) (16,855)  
Other, net 630 532  
Total other expense, net (15,400) (16,323)  
Income (loss) before provision (benefit) for income taxes (47,311) 19,352 $ 13,068
Income tax expense (benefit) (10,343) 5,109  
Net income (loss) (36,968) 14,243  
Reportable Legal Entities [Member] | H & E Equipment Services [Member]      
Revenues:      
Revenues 250,090 272,433  
Cost of revenues:      
Cost of revenues 158,165 173,732  
Gross profit (loss):      
Gross profit 91,925 98,701  
Selling, general and administrative expenses 69,530 68,556  
Impairment of goodwill 61,994    
Merger costs 40 119  
Equity in earnings of guarantor subsidiaries 907 1,724  
Gain on sales of property and equipment, net 3,773 707  
Income (loss) from operations (34,959) 32,457  
Other income (expense):      
Interest expense (12,934) (13,562)  
Other, net 582 457  
Total other expense, net (12,352) (13,105)  
Income (loss) before provision (benefit) for income taxes (47,311) 19,352  
Income tax expense (benefit) (10,343) 5,109  
Net income (loss) (36,968) 14,243  
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]      
Revenues:      
Revenues 35,832 41,205  
Cost of revenues:      
Cost of revenues 22,274 26,206  
Gross profit (loss):      
Gross profit 13,558 14,999  
Selling, general and administrative expenses 10,094 10,091  
Gain on sales of property and equipment, net 491 34  
Income (loss) from operations 3,955 4,942  
Other income (expense):      
Interest expense (3,096) (3,293)  
Other, net 48 75  
Total other expense, net (3,048) (3,218)  
Income (loss) before provision (benefit) for income taxes 907 1,724  
Net income (loss) 907 1,724  
Elimination [Member]      
Gross profit (loss):      
Equity in earnings of guarantor subsidiaries (907) (1,724)  
Income (loss) from operations (907) (1,724)  
Other income (expense):      
Income (loss) before provision (benefit) for income taxes (907) (1,724)  
Net income (loss) (907) (1,724)  
Equipment Rentals [Member]      
Revenues:      
Revenues 174,519 176,129  
Cost of revenues:      
Cost of revenues 102,360 98,191  
Gross profit (loss):      
Gross profit 72,159 77,938  
Equipment Rentals [Member] | Rentals Other [Member]      
Cost of revenues:      
Cost of revenues 16,805 16,275  
Equipment Rentals [Member] | Rental Depreciation [Member]      
Cost of revenues:      
Cost of revenues 59,986 57,148  
Equipment Rentals [Member] | Rental Expense [Member]      
Cost of revenues:      
Cost of revenues 25,569 24,768  
Equipment Rentals [Member] | Reportable Legal Entities [Member] | H & E Equipment Services [Member]      
Revenues:      
Revenues 151,846 153,533  
Cost of revenues:      
Cost of revenues 88,359 84,478  
Gross profit (loss):      
Gross profit 63,487 69,055  
Equipment Rentals [Member] | Reportable Legal Entities [Member] | H & E Equipment Services [Member] | Rentals Other [Member]      
Cost of revenues:      
Cost of revenues 14,093 14,063  
Equipment Rentals [Member] | Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]      
Revenues:      
Revenues 22,673 22,596  
Cost of revenues:      
Cost of revenues 14,001 13,713  
Gross profit (loss):      
Gross profit 8,672 8,883  
Equipment Rentals [Member] | Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | Rentals Other [Member]      
Cost of revenues:      
Cost of revenues 2,712 2,212  
Equipment Rentals [Member] | Reportable Legal Entities [Member] | Rental Depreciation [Member] | H & E Equipment Services [Member]      
Cost of revenues:      
Cost of revenues 51,964 49,263  
Equipment Rentals [Member] | Reportable Legal Entities [Member] | Rental Depreciation [Member] | Guarantor Subsidiaries [Member]      
Cost of revenues:      
Cost of revenues 8,022 7,885  
Equipment Rentals [Member] | Reportable Legal Entities [Member] | Rental Expense [Member] | H & E Equipment Services [Member]      
Cost of revenues:      
Cost of revenues 22,302 21,152  
Equipment Rentals [Member] | Reportable Legal Entities [Member] | Rental Expense [Member] | Guarantor Subsidiaries [Member]      
Cost of revenues:      
Cost of revenues 3,267 3,616  
New Equipment Sales [Member]      
Revenues:      
Revenues 30,873 59,103  
Cost of revenues:      
Cost of revenues 27,426 52,099  
Gross profit (loss):      
Gross profit 3,447 7,004  
New Equipment Sales [Member] | Reportable Legal Entities [Member] | H & E Equipment Services [Member]      
Revenues:      
Revenues 29,005 52,575  
Cost of revenues:      
Cost of revenues 25,794 46,460  
Gross profit (loss):      
Gross profit 3,211 6,115  
New Equipment Sales [Member] | Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]      
Revenues:      
Revenues 1,868 6,528  
Cost of revenues:      
Cost of revenues 1,632 5,639  
Gross profit (loss):      
Gross profit 236 889  
Used Equipment Sales [Member]      
Revenues:      
Revenues 31,218 29,634  
Cost of revenues:      
Cost of revenues 20,438 19,012  
Gross profit (loss):      
Gross profit 10,780 10,622  
Used Equipment Sales [Member] | Reportable Legal Entities [Member] | H & E Equipment Services [Member]      
Revenues:      
Revenues 26,930 25,212  
Cost of revenues:      
Cost of revenues 17,821 16,211  
Gross profit (loss):      
Gross profit 9,109 9,001  
Used Equipment Sales [Member] | Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]      
Revenues:      
Revenues 4,288 4,422  
Cost of revenues:      
Cost of revenues 2,617 2,801  
Gross profit (loss):      
Gross profit 1,671 1,621  
Parts Sales [Member]      
Revenues:      
Revenues 29,769 30,428  
Cost of revenues:      
Cost of revenues 21,903 22,289  
Gross profit (loss):      
Gross profit 7,866 8,139  
Parts Sales [Member] | Reportable Legal Entities [Member] | H & E Equipment Services [Member]      
Revenues:      
Revenues 25,881 26,554  
Cost of revenues:      
Cost of revenues 19,130 19,591  
Gross profit (loss):      
Gross profit 6,751 6,963  
Parts Sales [Member] | Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]      
Revenues:      
Revenues 3,888 3,874  
Cost of revenues:      
Cost of revenues 2,773 2,698  
Gross profit (loss):      
Gross profit 1,115 1,176  
Services Revenues [Member]      
Revenues:      
Revenues 16,822 15,568  
Cost of revenues:      
Cost of revenues 5,540 5,004  
Gross profit (loss):      
Gross profit 11,282 10,564  
Services Revenues [Member] | Reportable Legal Entities [Member] | H & E Equipment Services [Member]      
Revenues:      
Revenues 14,182 13,166  
Cost of revenues:      
Cost of revenues 4,688 4,282  
Gross profit (loss):      
Gross profit 9,494 8,884  
Services Revenues [Member] | Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]      
Revenues:      
Revenues 2,640 2,402  
Cost of revenues:      
Cost of revenues 852 722  
Gross profit (loss):      
Gross profit 1,788 1,680  
Other [Member]      
Revenues:      
Revenues 2,721 2,776  
Cost of revenues:      
Cost of revenues 2,772 3,343  
Other [Member] | Reportable Legal Entities [Member] | H & E Equipment Services [Member]      
Revenues:      
Revenues 2,246 1,393  
Other [Member] | Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]      
Revenues:      
Revenues 475 1,383  
Other [Member]      
Cost of revenues:      
Cost of revenues 2,772 3,343  
Other [Member] | Reportable Legal Entities [Member] | H & E Equipment Services [Member]      
Cost of revenues:      
Cost of revenues 2,373 2,710  
Other [Member] | Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]      
Cost of revenues:      
Cost of revenues 399 633  
Other Gross Profit      
Gross profit (loss):      
Gross profit (51) (567)  
Other Gross Profit | Reportable Legal Entities [Member] | H & E Equipment Services [Member]      
Gross profit (loss):      
Gross profit (127) (1,317)  
Other Gross Profit | Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]      
Gross profit (loss):      
Gross profit $ 76 $ 750  
v3.20.1
Fair Value of Financial Instruments - Estimated Incremental Borrowing Rates for Similar Types of Borrowing Arrangements (Detail) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Carrying Amount [Member] | Level 3 [Member]    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Manufacturer flooring plans payable with interest computed at 3.75 / 5.50% (Level 3) $ 17,761 $ 25,201
Carrying Amount [Member] | Level 2 [Member] | Senior Unsecured Notes Due 2025 [Member]    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Senior unsecured notes due 2025 with interest computed at 5.625% (Level 2) 945,762 945,566
Fair Value [Member] | Level 3 [Member]    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Manufacturer flooring plans payable with interest computed at 3.75 / 5.50% (Level 3) 15,904 21,615
Fair Value [Member] | Level 2 [Member] | Senior Unsecured Notes Due 2025 [Member]    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Senior unsecured notes due 2025 with interest computed at 5.625% (Level 2) $ 881,225 $ 995,125
v3.20.1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
ASSETS    
Cash $ 12,440 $ 14,247
Receivables, net of allowance for doubtful accounts of $4,774 and $5,236, respectively 169,415 192,204
Inventories, net of reserves for obsolescence of $338 and $331, respectively 106,157 85,478
Prepaid expenses and other assets 17,361 10,262
Rental equipment, net of accumulated depreciation of $696,538 and $676,376, respectively 1,171,663 1,217,673
Property and equipment, net of accumulated depreciation and amortization of $157,202 and $156,782, respectively 130,614 130,564
Operating lease right-of-use assets, net of accumulated amortization of $14,135 and $11,197, respectively 169,539 156,570
Finance lease right-of-use assets, net of accumulated amortization of $2,092 and $2,051, respectively 325 365
Deferred financing costs, net of accumulated amortization of $14,594 and $14,419, respectively 2,682 2,857
Intangible assets, net of accumulated amortization of $7,762 and $6,952, respectively 31,938 32,948
Goodwill 68,851 131,442
Total assets 1,880,985 1,974,610
Liabilities:    
Amounts due on senior secured credit facility 184,921 216,879
Accounts payable 67,790 58,853
Manufacturer flooring plans payable 17,761 25,201
Accrued expenses payable and other liabilities 57,394 78,382
Dividends payable 95 171
Senior unsecured notes, net of unaccreted discount of $2,572 and $2,691 and deferred financing costs of $1,666 and $1,743, respectively 945,762 945,566
Operating lease right-of-use liabilities 172,376 159,265
Finance lease right-of-use liabilities 490 550
Deferred income taxes 170,328 180,126
Deferred compensation payable 2,123 2,098
Total liabilities 1,619,040 1,667,091
Commitments and Contingencies
Stockholders' equity:    
Preferred stock, $0.01 par value, 25,000,000 shares authorized; no shares issued
Common stock, $0.01 par value, 175,000,000 shares authorized; 40,020,289 and 39,921,838 shares issued at March 31, 2020 and December 31, 2019, respectively, and 35,920,148 and 35,848,089 shares outstanding at March 31, 2020 and December 31, 2019, respectively 399 398
Additional paid-in capital 237,496 235,844
Treasury stock at cost, 4,100,141 and 4,073,749 shares of common stock held at March 31, 2020 and December 31, 2019, respectively (65,253) (64,783)
Retained earnings 89,303 136,060
Total stockholders’ equity 261,945 307,519
Total liabilities and stockholders’ equity $ 1,880,985 $ 1,974,610
v3.20.1
Acquisitions - Additional Information (Detail)
$ in Thousands
3 Months Ended
Feb. 01, 2019
USD ($)
Branch
Mar. 31, 2020
USD ($)
Mar. 31, 2019
USD ($)
Business Acquisition [Line Items]      
Acquisition costs   $ 40 $ 119
We-Rent-It [Member]      
Business Acquisition [Line Items]      
Business acquisition, completion date Feb. 01, 2019    
Number of branches located | Branch 6    
Aggregate consideration paid to the owners $ 107,900    
Business combination decrease in consideration paid   $ 600  
Percentage of goodwill deductible for income tax purposes 100.00%    
Acquisition costs $ 400    
v3.20.1
Organization and Nature of Operations
3 Months Ended
Mar. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Organization and Nature of Operations

(1) Organization and Nature of Operations

Basis of Presentation

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

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such regulations. In the opinion of management, all adjustments (consisting of all normal and recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020, 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, 2019, from which the consolidated balance sheet amounts as of December 31, 2019 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 services support for four core categories of specialized equipment: (1) hi-lift or aerial work platform equipment; (2) cranes; (3) earthmoving equipment; and (4) material handling equipment. By providing equipment rental, sales, on-site parts, repair and maintenance functions under one roof, we are a one-stop provider for our customers’ varied equipment needs. This full service approach provides us with multiple points of customer contact, enables us to maintain a high quality rental fleet, as well as an effective distribution channel for fleet disposal and provides cross‑selling opportunities among our new and used equipment sales, rental, parts sales and services operations.

 

COVID-19

The novel coronavirus (“COVID-19”) was first identified in late 2019. COVID-19 spread rapidly throughout the world and, in March 2020, the World Health Organization characterized COVID-19 as a pandemic. COVID-19 is a pandemic of respiratory disease spreading from person-to-person that poses a serious public health risk. It has significantly disrupted supply chains and businesses around the world. The extent and duration of the COVID-19 impact on our operations and financial position is highly uncertain.

We care about our employees, customers and the communities we serve nationwide, so we took quick and strict action based on CDC and WHO recommendations to combat illness in our workforce and to lessen business interruption for our Company and customers.  We have been designated an essential business and our branches remain open to serve our customers. We are very focused on safely providing the equipment, parts, and service that customers need to continue their work.

We began to experience a decline in revenues in March 2020, when rental and sales volumes declined in response to shelter-in-place orders and other end-user market restrictions. We have taken, and will continue to take, the necessary actions to right-size our business in this environment, which is evolving on a daily basis.  These actions include headcount reductions, modified work

schedules reducing hours where needed, furloughs in selected branch locations, as well as appropriate adjustments to our capital spending plans.  

v3.20.1
Stockholders' Equity
3 Months Ended
Mar. 31, 2020
Equity [Abstract]  
Stockholders' Equity

(5) Stockholders’ Equity

The following table summarizes the activity in Stockholders’ Equity for the three month periods ended March 31, 2020 and 2019, respectively (amounts in thousands, except share data):

 

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

Shares

Issued

 

 

Amount

 

 

Paid-in

Capital

 

 

Treasury

Stock

 

 

Retained Earnings

 

 

Stockholders’

Equity

 

Balances at December 31, 2019

 

 

39,921,838

 

 

$

398

 

 

$

235,844

 

 

$

(64,783

)

 

$

136,060

 

 

$

307,519

 

Stock-based compensation

 

 

 

 

 

 

 

 

1,652

 

 

 

 

 

 

 

 

 

1,652

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,789

)

 

 

(9,789

)

Issuance of common stock, net of forfeitures

 

 

98,451

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Repurchase of 26,392 shares of restricted common stock

 

 

 

 

 

 

 

 

 

 

 

(470

)

 

 

 

 

 

(470

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(36,968

)

 

 

(36,968

)

Balances at March 31, 2020

 

 

40,020,289

 

 

$

399

 

 

$

237,496

 

 

$

(65,253

)

 

$

89,303

 

 

$

261,945

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2018

 

 

39,748,562

 

 

$

396

 

 

$

231,174

 

 

$

(63,099

)

 

$

88,332

 

 

$

256,803

 

Stock-based compensation

 

 

 

 

 

 

 

 

1,188

 

 

 

 

 

 

 

 

 

1,188

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,793

)

 

 

(9,793

)

Issuance of common stock, net of forfeitures

 

 

59,510

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Repurchase of 14,272 shares of restricted common stock

 

 

 

 

 

 

 

 

 

 

 

(387

)

 

 

 

 

 

(387

)

Cumulative effect adjustment pursuant to the adoption of ASC 842

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(56

)

 

 

(56

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,243

 

 

 

14,243

 

Balances at March 31, 2019

 

 

39,808,072

 

 

$

397

 

 

$

232,362

 

 

$

(63,486

)

 

$

92,726

 

 

$

261,999

 

 

v3.20.1
Senior Unsecured Notes
3 Months Ended
Mar. 31, 2020
Senior Unsecured Notes [Member]  
Debt Instrument [Line Items]  
Senior Secured Credit Facility

(9) Senior Unsecured Notes    

 

 

For further information related to significant terms of the Senior Unsecured Notes, see the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. As of March 31, 2020, we were in compliance with the covenants governing our notes.

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

 

Balance at December 31, 2018

 

$

944,780

 

Accretion of discount through December 31, 2019

 

 

1,539

 

Amortization of note premium through December 31, 2019

 

 

(1,062

)

Amortization of deferred financing costs through December 31, 2019

 

 

309

 

Balance at December 31, 2019

 

$

945,566

 

Accretion of discount through March 31, 2020

 

 

385

 

Amortization of note premium through March 31, 2020

 

 

(265

)

Amortization of deferred financing costs through March 31, 2020

 

 

76

 

Balance at March 31, 2020

 

$

945,762

 

v3.20.1
Condensed Consolidating Financial Information of Guarantor Subsidiaries
3 Months Ended
Mar. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Condensed Consolidating Financial Information of Guarantor Subsidiaries

(13) Condensed Consolidating Financial Information of Guarantor Subsidiaries

All of the indebtedness of H&E Equipment Services, Inc. is guaranteed by GNE Investments, Inc. and its wholly‑owned subsidiary Great Northern Equipment, Inc., H&E Equipment Services (California), LLC, H&E California Holding, Inc., H&E Equipment Services (Mid-Atlantic), Inc. and H&E Finance Corp. The guarantor subsidiaries are all wholly‑owned and the guarantees, made on a joint and several basis, are full and unconditional (subject to subordination provisions and subject to a standard limitation which provides that the maximum amount guaranteed by each guarantor will not exceed the maximum amount that can be guaranteed without making the guarantee void under fraudulent conveyance laws). There are no restrictions on H&E Equipment Services, Inc.’s ability to obtain funds from the guarantor subsidiaries by dividend or loan.

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

 

CONDENSED CONSOLIDATING BALANCE SHEET

 

 

 

As of March 31, 2020

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

12,440

 

 

$

 

 

$

 

 

$

12,440

 

Receivables, net

 

 

145,513

 

 

 

23,902

 

 

 

 

 

 

169,415

 

Inventories, net

 

 

100,422

 

 

 

5,735

 

 

 

 

 

 

106,157

 

Prepaid expenses and other assets

 

 

17,185

 

 

 

176

 

 

 

 

 

 

17,361

 

Rental equipment, net

 

 

1,026,632

 

 

 

145,031

 

 

 

 

 

 

1,171,663

 

Property and equipment, net

 

 

111,296

 

 

 

19,318

 

 

 

 

 

 

130,614

 

Operating lease right-of-use assets, net

 

 

148,335

 

 

 

21,204

 

 

 

 

 

 

169,539

 

Finance lease right-of-use assets, net

 

 

 

 

 

325

 

 

 

 

 

 

325

 

Deferred financing costs, net

 

 

2,682

 

 

 

 

 

 

 

 

 

2,682

 

Investment in guarantor subsidiaries

 

 

204,620

 

 

 

 

 

 

(204,620

)

 

 

 

Intangible assets, net

 

 

31,938

 

 

 

 

 

 

 

 

 

31,938

 

Goodwill

 

 

57,185

 

 

 

11,666

 

 

 

 

 

 

68,851

 

Total assets

 

$

1,858,248

 

 

$

227,357

 

 

$

(204,620

)

 

$

1,880,985

 

Liabilities and Stockholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts due on senior secured credit facility

 

$

184,921

 

 

$

 

 

$

 

 

$

184,921

 

Accounts payable

 

 

62,390

 

 

 

5,400

 

 

 

 

 

 

67,790

 

Manufacturer flooring plans payable

 

 

17,761

 

 

 

 

 

 

 

 

 

17,761

 

Accrued expenses payable and other liabilities

 

 

62,269

 

 

 

(4,875

)

 

 

 

 

 

57,394

 

Dividends payable

 

 

157

 

 

 

(62

)

 

 

 

 

 

95

 

Senior unsecured notes, net

 

 

945,762

 

 

 

 

 

 

 

 

 

945,762

 

Operating lease right-of-use liabilities

 

 

150,592

 

 

 

21,784

 

 

 

 

 

 

172,376

 

Finance lease right-of-use liabilities

 

 

 

 

 

490

 

 

 

 

 

 

490

 

Deferred income taxes

 

 

170,328

 

 

 

 

 

 

 

 

 

170,328

 

Deferred compensation payable

 

 

2,123

 

 

 

 

 

 

 

 

 

2,123

 

Total liabilities

 

 

1,596,303

 

 

 

22,737

 

 

 

 

 

 

1,619,040

 

Stockholders’ equity

 

 

261,945

 

 

 

204,620

 

 

 

(204,620

)

 

 

261,945

 

Total liabilities and stockholders’ equity

 

$

1,858,248

 

 

$

227,357

 

 

$

(204,620

)

 

$

1,880,985

 

CONDENSED CONSOLIDATING BALANCE SHEET

 

 

 

As of December 31, 2019

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

14,247

 

 

$

 

 

$

 

 

$

14,247

 

Receivables, net

 

 

164,260

 

 

 

27,944

 

 

 

 

 

 

192,204

 

Inventories, net

 

 

81,945

 

 

 

3,533

 

 

 

 

 

 

85,478

 

Prepaid expenses and other assets

 

 

10,129

 

 

 

133

 

 

 

 

 

 

10,262

 

Rental equipment, net

 

 

1,062,154

 

 

 

155,519

 

 

 

 

 

 

1,217,673

 

Property and equipment, net

 

 

111,429

 

 

 

19,135

 

 

 

 

 

 

130,564

 

Operating lease right-of-use assets, net

 

 

137,625

 

 

 

18,945

 

 

 

 

 

 

156,570

 

Finance lease right-of-use assets, net

 

 

 

 

 

365

 

 

 

 

 

 

365

 

Deferred financing costs, net

 

 

2,857

 

 

 

 

 

 

 

 

 

2,857

 

Investment in guarantor subsidiaries

 

 

235,749

 

 

 

 

 

 

(235,749

)

 

 

 

Intangible assets, net

 

 

32,948

 

 

 

 

 

 

 

 

 

32,948

 

Goodwill

 

 

101,916

 

 

 

29,526

 

 

 

 

 

 

131,442

 

Total assets

 

$

1,955,259

 

 

$

255,100

 

 

$

(235,749

)

 

$

1,974,610

 

Liabilities and Stockholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts due under senior secured credit facility

 

$

216,879

 

 

$

 

 

$

 

 

$

216,879

 

Accounts payable

 

 

56,225

 

 

 

2,628

 

 

 

 

 

 

58,853

 

Manufacturer flooring plans payable

 

 

25,201

 

 

 

 

 

 

 

 

 

25,201

 

Accrued expenses payable and other liabilities

 

 

81,646

 

 

 

(3,264

)

 

 

 

 

 

78,382

 

Dividends payable

 

 

231

 

 

 

(60

)

 

 

 

 

 

171

 

Senior unsecured notes, net

 

 

945,566

 

 

 

 

 

 

 

 

 

945,566

 

Operating lease right-of-use liabilities

 

 

139,768

 

 

 

19,497

 

 

 

 

 

 

159,265

 

Finance lease right-of-use liabilities

 

 

 

 

 

550

 

 

 

 

 

 

550

 

Deferred income taxes

 

 

180,126

 

 

 

 

 

 

 

 

 

180,126

 

Deferred compensation payable

 

 

2,098

 

 

 

 

 

 

 

 

 

2,098

 

Total liabilities

 

 

1,647,740

 

 

 

19,351

 

 

 

 

 

 

1,667,091

 

Stockholders’ equity

 

 

307,519

 

 

 

235,749

 

 

 

(235,749

)

 

 

307,519

 

Total liabilities and stockholders’ equity

 

$

1,955,259

 

 

$

255,100

 

 

$

(235,749

)

 

$

1,974,610

 

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

 

 

 

Three Months Ended March 31, 2020

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

$

151,846

 

 

$

22,673

 

 

$

 

 

$

174,519

 

New equipment sales

 

 

29,005

 

 

 

1,868

 

 

 

 

 

 

30,873

 

Used equipment sales

 

 

26,930

 

 

 

4,288

 

 

 

 

 

 

31,218

 

Parts sales

 

 

25,881

 

 

 

3,888

 

 

 

 

 

 

29,769

 

Services revenues

 

 

14,182

 

 

 

2,640

 

 

 

 

 

 

16,822

 

Other

 

 

2,246

 

 

 

475

 

 

 

 

 

 

2,721

 

Total revenues

 

 

250,090

 

 

 

35,832

 

 

 

 

 

 

285,922

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental depreciation

 

 

51,964

 

 

 

8,022

 

 

 

 

 

 

59,986

 

Rental expense

 

 

22,302

 

 

 

3,267

 

 

 

 

 

 

25,569

 

Rental other

 

 

14,093

 

 

 

2,712

 

 

 

 

 

 

16,805

 

 

 

 

88,359

 

 

 

14,001

 

 

 

 

 

 

102,360

 

New equipment sales

 

 

25,794

 

 

 

1,632

 

 

 

 

 

 

27,426

 

Used equipment sales

 

 

17,821

 

 

 

2,617

 

 

 

 

 

 

20,438

 

Parts sales

 

 

19,130

 

 

 

2,773

 

 

 

 

 

 

21,903

 

Services revenues

 

 

4,688

 

 

 

852

 

 

 

 

 

 

5,540

 

Other

 

 

2,373

 

 

 

399

 

 

 

 

 

 

2,772

 

Total cost of revenues

 

 

158,165

 

 

 

22,274

 

 

 

 

 

 

180,439

 

Gross profit (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

 

63,487

 

 

 

8,672

 

 

 

 

 

 

72,159

 

New equipment sales

 

 

3,211

 

 

 

236

 

 

 

 

 

 

3,447

 

Used equipment sales

 

 

9,109

 

 

 

1,671

 

 

 

 

 

 

10,780

 

Parts sales

 

 

6,751

 

 

 

1,115

 

 

 

 

 

 

7,866

 

Services revenues

 

 

9,494

 

 

 

1,788

 

 

 

 

 

 

11,282

 

Other

 

 

(127

)

 

 

76

 

 

 

 

 

 

(51

)

Gross profit

 

 

91,925

 

 

 

13,558

 

 

 

 

 

 

105,483

 

Selling, general and administrative expenses

 

 

69,530

 

 

 

10,094

 

 

 

 

 

 

79,624

 

Impairment of goodwill

 

 

61,994

 

 

 

 

 

 

 

 

 

61,994

 

Merger costs

 

 

40

 

 

 

 

 

 

 

 

 

40

 

Equity in earnings of guarantor subsidiaries

 

 

907

 

 

 

 

 

 

(907

)

 

 

 

Gain on sales of property and equipment, net

 

 

3,773

 

 

 

491

 

 

 

 

 

 

4,264

 

Income (loss) from operations

 

 

(34,959

)

 

 

3,955

 

 

 

(907

)

 

 

(31,911

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(12,934

)

 

 

(3,096

)

 

 

 

 

 

(16,030

)

Other, net

 

 

582

 

 

 

48

 

 

 

 

 

 

630

 

Total other expense, net

 

 

(12,352

)

 

 

(3,048

)

 

 

 

 

 

(15,400

)

Income (loss) before income tax benefit

 

 

(47,311

)

 

 

907

 

 

 

(907

)

 

 

(47,311

)

Income tax benefit

 

 

(10,343

)

 

 

 

 

 

 

 

 

(10,343

)

Net income (loss)

 

$

(36,968

)

 

$

907

 

 

$

(907

)

 

$

(36,968

)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

 

 

 

 

Three Months Ended March 31, 2019

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

$

153,533

 

 

$

22,596

 

 

$

 

 

$

176,129

 

New equipment sales

 

 

52,575

 

 

 

6,528

 

 

 

 

 

 

59,103

 

Used equipment sales

 

 

25,212

 

 

 

4,422

 

 

 

 

 

 

29,634

 

Parts sales

 

 

26,554

 

 

 

3,874

 

 

 

 

 

 

30,428

 

Services revenues

 

 

13,166

 

 

 

2,402

 

 

 

 

 

 

15,568

 

Other

 

 

1,393

 

 

 

1,383

 

 

 

 

 

 

2,776

 

Total revenues

 

 

272,433

 

 

 

41,205

 

 

 

 

 

 

313,638

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental depreciation

 

 

49,263

 

 

 

7,885

 

 

 

 

 

 

57,148

 

Rental expense

 

 

21,152

 

 

 

3,616

 

 

 

 

 

 

24,768

 

Rental other

 

 

14,063

 

 

 

2,212

 

 

 

 

 

 

16,275

 

 

 

 

84,478

 

 

 

13,713

 

 

 

 

 

 

98,191

 

New equipment sales

 

 

46,460

 

 

 

5,639

 

 

 

 

 

 

52,099

 

Used equipment sales

 

 

16,211

 

 

 

2,801

 

 

 

 

 

 

19,012

 

Parts sales

 

 

19,591

 

 

 

2,698

 

 

 

 

 

 

22,289

 

Services revenues

 

 

4,282

 

 

 

722

 

 

 

 

 

 

5,004

 

Other

 

 

2,710

 

 

 

633

 

 

 

 

 

 

3,343

 

Total cost of revenues

 

 

173,732

 

 

 

26,206

 

 

 

 

 

 

199,938

 

Gross profit (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

 

69,055

 

 

 

8,883

 

 

 

 

 

 

77,938

 

New equipment sales

 

 

6,115

 

 

 

889

 

 

 

 

 

 

7,004

 

Used equipment sales

 

 

9,001

 

 

 

1,621

 

 

 

 

 

 

10,622

 

Parts sales

 

 

6,963

 

 

 

1,176

 

 

 

 

 

 

8,139

 

Services revenues

 

 

8,884

 

 

 

1,680

 

 

 

 

 

 

10,564

 

Other

 

 

(1,317

)

 

 

750

 

 

 

 

 

 

(567

)

Gross profit

 

 

98,701

 

 

 

14,999

 

 

 

 

 

 

113,700

 

Selling, general and administrative expenses

 

 

68,556

 

 

 

10,091

 

 

 

 

 

 

78,647

 

Merger costs

 

 

119

 

 

 

 

 

 

 

 

 

119

 

Equity in earnings of guarantor subsidiaries

 

 

1,724

 

 

 

 

 

 

(1,724

)

 

 

 

Gain on sales of property and equipment, net

 

 

707

 

 

 

34

 

 

 

 

 

 

741

 

Income from operations

 

 

32,457

 

 

 

4,942

 

 

 

(1,724

)

 

 

35,675

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(13,562

)

 

 

(3,293

)

 

 

 

 

 

(16,855

)

Other, net

 

 

457

 

 

 

75

 

 

 

 

 

 

532

 

Total other expense, net

 

 

(13,105

)

 

 

(3,218

)

 

 

 

 

 

(16,323

)

Income before income taxes

 

 

19,352

 

 

 

1,724

 

 

 

(1,724

)

 

 

19,352

 

Income tax expense

 

 

5,109

 

 

 

 

 

 

 

 

 

5,109

 

Net income

 

$

14,243

 

 

$

1,724

 

 

$

(1,724

)

 

$

14,243

 

 

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

 

 

 

Three Months Ended March 31, 2020

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(36,968

)

 

$

907

 

 

$

(907

)

 

$

(36,968

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization on property and equipment

 

 

6,500

 

 

 

898

 

 

 

 

 

 

7,398

 

Depreciation of rental equipment

 

 

51,964

 

 

 

8,022

 

 

 

 

 

 

59,986

 

Amortization of finance lease right-of-use assets

 

 

 

 

 

40

 

 

 

 

 

 

40

 

Amortization of intangible assets

 

 

1,010

 

 

 

 

 

 

 

 

 

1,010

 

Amortization of deferred financing costs

 

 

251

 

 

 

 

 

 

 

 

 

251

 

Accretion of note discount, net of premium amortization

 

 

120

 

 

 

 

 

 

 

 

 

120

 

Non-cash operating lease expense

 

 

2,341

 

 

 

480

 

 

 

 

 

 

2,821

 

Provision for losses on accounts receivable

 

 

1,561

 

 

 

112

 

 

 

 

 

 

1,673

 

Provision for inventory obsolescence

 

 

12

 

 

 

 

 

 

 

 

 

12

 

Change in deferred income taxes

 

 

(9,798

)

 

 

 

 

 

 

 

 

(9,798

)

Stock-based compensation expense

 

 

1,652

 

 

 

 

 

 

 

 

 

1,652

 

Impairment of goodwill

 

 

61,994

 

 

 

 

 

 

 

 

 

61,994

 

Gain from sales of property and equipment, net

 

 

(3,773

)

 

 

(491

)

 

 

 

 

 

(4,264

)

Gain from sales of rental equipment, net

 

 

(8,931

)

 

 

(1,636

)

 

 

 

 

 

(10,567

)

Equity in earnings of guarantor subsidiaries

 

 

(907

)

 

 

 

 

 

907

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables

 

 

17,186

 

 

 

3,930

 

 

 

 

 

 

21,116

 

Inventories

 

 

(30,213

)

 

 

(3,158

)

 

 

 

 

 

(33,371

)

Prepaid expenses and other assets

 

 

(7,075

)

 

 

(43

)

 

 

 

 

 

(7,118

)

Accounts payable

 

 

6,761

 

 

 

2,772

 

 

 

 

 

 

9,533

 

Manufacturer flooring plans payable

 

 

(7,440

)

 

 

 

 

 

 

 

 

(7,440

)

Accrued expenses payable and other liabilities

 

 

(21,580

)

 

 

(2,063

)

 

 

 

 

 

(23,643

)

Deferred compensation payable

 

 

25

 

 

 

 

 

 

 

 

 

25

 

Net cash provided by operating activities

 

 

24,692

 

 

 

9,770

 

 

 

 

 

 

34,462

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(8,951

)

 

 

(1,118

)

 

 

 

 

 

(10,069

)

Purchases of rental equipment

 

 

(20,705

)

 

 

920

 

 

 

 

 

 

(19,785

)

Proceeds from sales of property and equipment

 

 

6,352

 

 

 

528

 

 

 

 

 

 

6,880

 

Proceeds from sales of rental equipment

 

 

24,918

 

 

 

4,138

 

 

 

 

 

 

29,056

 

Investment in subsidiaries

 

 

14,176

 

 

 

 

 

 

(14,176

)

 

 

 

Net cash provided by investing activities.

 

 

15,790

 

 

 

4,468

 

 

 

(14,176

)

 

 

6,082

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings on senior secured credit facility

 

 

299,524

 

 

 

 

 

 

 

 

 

299,524

 

Payments on senior secured credit facility

 

 

(331,482

)

 

 

 

 

 

 

 

 

(331,482

)

Dividends paid

 

 

(9,861

)

 

 

(2

)

 

 

 

 

 

(9,863

)

Purchases of treasury stock

 

 

(470

)

 

 

 

 

 

 

 

 

(470

)

Payment of deferred financing costs

 

 

 

 

 

 

 

 

 

 

 

 

Payments on finance lease obligations

 

 

 

 

 

(60

)

 

 

 

 

 

(60

)

Capital contributions

 

 

 

 

 

(14,176

)

 

 

14,176

 

 

 

 

Net cash used in financing activities

 

 

(42,289

)

 

 

(14,238

)

 

 

14,176

 

 

 

(42,351

)

Net decrease in cash

 

 

(1,807

)

 

 

 

 

 

 

 

 

(1,807

)

Cash, beginning of period

 

 

14,247

 

 

 

 

 

 

 

 

 

14,247

 

Cash, end of period

 

$

12,440

 

 

$

 

 

$

 

 

$

12,440

 

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

 

 

 

Three Months Ended March 31, 2019

 

 

 

H&E Equipment

Services

 

 

Guarantor

Subsidiaries

 

 

Elimination

 

 

Consolidated

 

 

 

(Amounts in thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

14,243

 

 

$

1,724

 

 

$

(1,724

)

 

$

14,243

 

Adjustments to reconcile net income to net cash provided

   by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization on property and equipment

 

 

5,692

 

 

 

787

 

 

 

 

 

 

6,479

 

Depreciation of rental equipment

 

 

49,263

 

 

 

7,885

 

 

 

 

 

 

57,148

 

Amortization of finance lease right-of-use assets

 

 

 

 

 

41

 

 

 

 

 

 

41

 

Amortization of intangible assets

 

 

952

 

 

 

 

 

 

 

 

 

952

 

Amortization of deferred financing costs

 

 

254

 

 

 

 

 

 

 

 

 

254

 

Accretion of note discount, net of premium amortization

 

 

120

 

 

 

 

 

 

 

 

 

120

 

Non-cash operating lease expense

 

 

1,999

 

 

 

584

 

 

 

 

 

 

2,583

 

Provision for losses on accounts receivable

 

 

1,112

 

 

 

189

 

 

 

 

 

 

1,301

 

Provision for inventory obsolescence

 

 

42

 

 

 

 

 

 

 

 

 

42

 

Change in deferred income taxes

 

 

4,977

 

 

 

 

 

 

 

 

 

4,977

 

Stock-based compensation expense

 

 

1,188

 

 

 

 

 

 

 

 

 

1,188

 

Gain from sales of property and equipment, net

 

 

(707

)

 

 

(34

)

 

 

 

 

 

(741

)

Gain from sales of rental equipment, net

 

 

(9,004

)

 

 

(1,617

)

 

 

 

 

 

(10,621

)

Equity in earnings of guarantor subsidiaries

 

 

(1,724

)

 

 

 

 

 

1,724

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables

 

 

8,863

 

 

 

8,742

 

 

 

 

 

 

17,605

 

Inventories

 

 

(51,703

)

 

 

(6,359

)

 

 

 

 

 

(58,062

)

Prepaid expenses and other assets

 

 

(2,109

)

 

 

(8

)

 

 

 

 

 

(2,117

)

Accounts payable

 

 

10,003

 

 

 

3,536

 

 

 

 

 

 

13,539

 

Manufacturer flooring plans payable

 

 

3,172

 

 

 

(488

)

 

 

 

 

 

2,684

 

Accrued expenses payable and other liabilities

 

 

(12,553

)

 

 

(21

)

 

 

 

 

 

(12,574

)

Deferred compensation payable

 

 

27

 

 

 

 

 

 

 

 

 

27

 

Net cash provided by operating activities

 

 

24,107

 

 

 

14,961

 

 

 

 

 

 

39,068

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Acquisition of business, net of cash acquired

 

 

(106,746

)

 

 

 

 

 

 

 

 

 

(106,746

)

Purchases of property and equipment

 

 

(5,446

)

 

 

(1,775

)

 

 

 

 

 

(7,221

)

Purchases of rental equipment

 

 

(43,311

)

 

 

(5,333

)

 

 

 

 

 

(48,644

)

Proceeds from sales of property and equipment

 

 

859

 

 

 

72

 

 

 

 

 

 

931

 

Proceeds from sales of rental equipment

 

 

24,012

 

 

 

4,280

 

 

 

 

 

 

28,292

 

Investment in subsidiaries

 

 

12,203

 

 

 

 

 

 

(12,203

)

 

 

 

Net cash used in investing activities.

 

 

(118,429

)

 

 

(2,756

)

 

 

(12,203

)

 

 

(133,388

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings on senior secured credit facility

 

 

447,503

 

 

 

 

 

 

 

 

 

447,503

 

Payments on senior secured credit facility

 

 

(352,617

)

 

 

 

 

 

 

 

 

(352,617

)

Dividends paid

 

 

(9,831

)

 

 

(1

)

 

 

 

 

 

(9,832

)

Purchases of treasury stock

 

 

(387

)

 

 

 

 

 

 

 

 

(387

)

Payment of deferred financing costs

 

 

(525

)

 

 

 

 

 

 

 

 

(525

)

Payments on finance lease obligations

 

 

(56

)

 

 

(1

)

 

 

 

 

 

(57

)

Capital contributions

 

 

 

 

 

(12,203

)

 

 

12,203

 

 

 

 

Net cash provided by (used in) financing activities

 

 

84,087

 

 

 

(12,205

)

 

 

12,203

 

 

 

84,085

 

Net decrease in cash

 

 

(10,235

)

 

 

 

 

 

 

 

 

(10,235

)

Cash, beginning of period

 

 

16,677

 

 

 

 

 

 

 

 

 

16,677

 

Cash, end of period

 

$

6,442

 

 

$

 

 

$

 

 

$

6,442

 

 

v3.20.1
Acquisitions (Tables) - We-Rent-It [Member]
3 Months Ended
Mar. 31, 2020
Business Acquisition [Line Items]  
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed The following table summarizes the final estimated fair value of the assets acquired and liabilities assumed as of the acquisition date. The final closing statement was settled during the first quarter of 2020 resulting in a $0.6 million decrease in the total consideration paid.

 

 

 

$’s in thousands

 

Cash

 

$

1,745

 

Accounts receivable

 

 

5,119

 

Inventory

 

 

731

 

Prepaid expenses and other assets

 

 

544

 

Rental equipment

 

 

51,747

 

Property and equipment

 

 

3,207

 

Other assets

 

 

21

 

Intangible assets (1)

 

 

8,700

 

Total identifiable assets acquired

 

 

71,814

 

Accounts payable

 

 

(115

)

Accrued expenses payable and other liabilities

 

 

(991

)

Total liabilities assumed

 

 

(1,106

)

Net identifiable assets acquired

 

 

70,708

 

Goodwill (2)

 

 

37,186

 

Net assets acquired

 

$

107,894

 

 

 

(1)

The following table reflects the estimated fair values and useful lives of the acquired intangible assets identified based on our purchase accounting assessments:

 

 

Fair Value

(amounts in

thousands)

 

 

Life (years)

 

Customer relationships

 

$

8,500

 

 

 

10

 

Tradenames

 

 

200

 

 

 

1

 

 

 

$

8,700

 

 

 

 

 

 

 

(2)

We have allocated the $37.2 million goodwill among our six goodwill reporting units as follows (amounts in thousands):

 

Rental Component 1

 

$

14,679

 

Rental Component 2

 

 

19,458

 

New Equipment

 

 

254

 

Used Equipment

 

 

492

 

Parts

 

 

2,012

 

Service

 

 

291

 

 

 

$

37,186

 

Unaudited Pro Forma Consolidated Statements of Operations Information Pursuant to ASC 805, Business Combinations, pro forma disclosures should be repeated whenever the year or interim period of the acquisition is presented. Since the WRI acquisition was completed in the first quarter of 2019, the pro forma information below gives effect to the WRI acquisition as if the acquisition occurred on January 1, 2018 (the WRI pro forma acquisition date) for the three month period ended March 31, 2018. The tables below present unaudited pro forma consolidated statements of operations information for the three month period ended March 31, 2018 as if WRI was included in our consolidated results for the entire period presented.

 

 

 

 

 

 

 

 

(amounts in thousands, except per share data)

 

 

 

Three Month Period Ended March 31, 2018

 

 

 

H&E(1)

 

 

We-Rent-It

 

 

Total

 

Total revenues

 

$

260,482

 

 

$

7,587

 

 

$

268,069

 

Pretax income

 

 

13,068

 

 

 

784

 

 

 

13,852

 

Pro forma adjustments to pretax income:

 

 

 

 

 

 

 

 

 

 

 

 

Impact of fair value mark-ups/useful life changes on

   depreciation (2)

 

 

 

 

 

(250

)

 

 

(250

)

Intangible asset amortization (3)

 

 

 

 

 

(122

)

 

 

(122

)

Interest expense (4)

 

 

 

 

 

(1,356

)

 

 

(1,356

)

Elimination of historic interest expense (5)

 

 

 

 

 

80

 

 

 

80

 

Pro forma pretax income (loss)

 

 

13,068

 

 

 

(864

)

 

 

12,204

 

Income tax expense (benefit)

 

 

3,590

 

 

 

(235

)

 

 

3,355

 

Net income (loss)

 

$

9,478

 

 

$

(629

)

 

$

8,849

 

Net income (loss) per share – basic (6)

 

$

0.27

 

 

$

(0.02

)

 

$

0.25

 

Net income (loss) per share – diluted (6)

 

$

0.26

 

 

$

(0.02

)

 

$

0.25

 

 

 

(1)

Amounts presented above for “H&E” were derived from the Company’s consolidated statements of income in its Quarterly Report on Form 10-Q for the three month period ended March 31, 2018.

 

 

(2)

Depreciation of rental equipment and non-rental equipment were adjusted for the fair value markups, and the changes in useful lives and salvage values of the equipment acquired in the acquisition.

 

 

(3)

Represents the amortization of the intangible asset acquired in the acquisition.

 

 

(4)

Interest expense was adjusted to reflect the additional debt resulting from the acquisition.

 

 

(5)

Represents the elimination of historic debt of WRI that is not part of the combined entity.

 

 

(6)

Because of the method used in calculating per share data, the summation of entities may not necessarily total to the per share data computed for the total company due to rounding.

 

 

v3.20.1
Income (Loss) per Share (Tables)
3 Months Ended
Mar. 31, 2020
Earnings Per Share [Abstract]  
Summary of Computation of Basic and Diluted Net Income (Loss) Per Common Share The following table sets forth the computation of basic and diluted net income (loss) per common share for the three months ended March 31, 2020 and 2019 (amounts in thousands, except per share amounts):

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2020

 

 

2019

 

Basic net income (loss) per share:

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(36,968

)

 

$

14,243

 

Weighted average number of common shares outstanding

 

 

35,965

 

 

 

35,787

 

Net income (loss) per share of common stock – basic

 

$

(1.03

)

 

$

0.40

 

Diluted net income (loss) per share:

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(36,968

)

 

$

14,243

 

Weighted average number of common shares outstanding

 

 

35,965

 

 

 

35,787

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

Effect of dilutive non-vested restricted stock

 

 

 

 

 

186

 

Weighted average number of common shares outstanding – diluted

 

 

35,965

 

 

 

35,973

 

Net income (loss) per share of common stock – diluted

 

$

(1.03

)

 

$

0.40

 

Common shares excluded from the denominator as anti-dilutive:

 

 

 

 

 

 

 

 

Non-vested restricted stock

 

 

146

 

 

 

37

 

 

v3.20.1
Senior Unsecured Notes - Reconciliation of Senior Unsecured Notes to Condensed Consolidated Balance Sheets (Detail) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Debt Instrument [Line Items]      
Senior unsecured notes, beginning balance $ 945,566    
Amortization of deferred financing costs 251 $ 254  
Senior unsecured notes, ending balance 945,762   $ 945,566
Senior Unsecured Notes [Member]      
Debt Instrument [Line Items]      
Senior unsecured notes, beginning balance 945,566 $ 944,780 944,780
Accretion of discount 385   1,539
Amortization of note premium (265)   (1,062)
Amortization of deferred financing costs 76   309
Senior unsecured notes, ending balance $ 945,762   $ 945,566
v3.20.1
Stock-Based Compensation - Schedule of Non-Vested Stock Activity (Detail)
3 Months Ended
Mar. 31, 2020
$ / shares
shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Non-vested stock, beginning balance, Number of Shares | shares 377,740
Granted, Number of Shares | shares 23,608
Vested, Number of Shares | shares (73,564)
Forfeited, Number of Shares | shares (1,876)
Non-vested stock, ending balance, Number of Shares | shares 325,908
Non-vested stock, beginning balance, Weighted Average Grant Date Fair Value | $ / shares $ 29.26
Granted, Weighted Average Grant Date Fair Value | $ / shares 27.11
Vested, Weighted Average Grant Date Fair Value | $ / shares 24.03
Forfeited, Weighted Average Grant Date Fair Value | $ / shares 30.57
Non-vested stock, ending balance, Weighted Average Grant Date Fair Value | $ / shares $ 30.28