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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, 2025

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 April 22, 2025, there were 36,666,584 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, 2025

 

Page

PART I. FINANCIAL INFORMATION

 

5

 

 

Item 1. Financial Statements:

 

5

Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024

 

5

Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2025 and 2024

 

6

Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2025 and 2024

 

7

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

9

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

 

22

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

31

Item 4. Controls and Procedures

 

31

 

 

PART II. OTHER INFORMATION

 

31

 

 

Item 1. Legal Proceedings

 

31

Item 1A. Risk Factors

 

31

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

 

32

Item 3. Defaults upon Senior Securities

 

32

Item 4. Mine Safety Disclosures

 

32

Item 5. Other Information

 

32

Item 6. Exhibits

 

32

Signatures

 

33

 

 

2


 

Forward-Looking Statements

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

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

general economic and geopolitical conditions in North America and elsewhere throughout the globe 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 inflation and increasing interest rates);
the impact of conditions in the global credit and commodity markets and their effect on construction spending and the economy in general;
trends in oil and natural gas which could adversely affect the demand for our products and services;
our inability to obtain equipment and other supplies for our business from our key suppliers on acceptable terms or at all, as a result of supply chain disruptions, insolvency, financial difficulties, supplier relationships or other factors;
increased maintenance and repair costs as our fleet ages and decreases in our equipment’s residual value;
risks related to a global pandemic and similar health concerns, such as the scope and duration of the outbreak, government actions and restrictive measures implemented in response to the pandemic, material delays and cancellations of construction or infrastructure projects, labor shortages, supply chain disruptions and other impacts to the business;
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 ability to integrate any businesses or assets we acquire;
competitive pressures;
security breaches, cybersecurity attacks, increased adoption of artificial intelligence technologies, failure to protect personal information, compliance with data protection laws and other disruptions in our information technology systems;
adverse weather events or natural disasters;
risks related to climate change and climate change regulation;
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;
our ability to complete the pending transaction with Herc Holdings Inc., a Delaware corporation, contemplated by the Herc Merger Agreement (as defined below), the parties’ ability to satisfy the conditions to the consummation of the Offer (as defined below) and the other conditions set forth in the Merger Agreement;
risks associated with substantial costs and management resources required to consummate the Offer and Merger (as defined below);
the impact of certain interim covenants that we are subject to under the Herc Merger Agreement, including those that might discourage a potential third-party acquirer;

 

3


 

business uncertainties and contractual restrictions we are subject to during the pendency of the Offer and Merger, that could disrupt our business and affect our relationships with existing and prospective employees, suppliers and other business partners;
risks associated with failure to consummate the Merger; and
other factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.

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, 2024, 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.herentals.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 and per share amounts)

 

 

Balances at

 


 

 

March 31, 2025

 

 

December 31, 2024

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Cash

 

$

10,322

 

 

$

16,413

 

Receivables, net of allowance for doubtful accounts of $8,873 and $9,435, respectively

 

 

213,001

 

 

 

248,643

 

Inventories, net of reserves for obsolescence of $271 and $180, respectively

 

 

12,871

 

 

 

12,976

 

Prepaid expenses and other assets

 

 

21,699

 

 

 

11,214

 

Rental equipment, net of accumulated depreciation of $1,170,645 and $1,112,196, respectively

 

 

1,753,700

 

 

 

1,841,855

 

Property and equipment, net of accumulated depreciation and amortization of $217,523 and $211,682, respectively

 

 

246,773

 

 

 

242,626

 

Operating lease right-of-use assets, net of accumulated amortization of $99,608 and $94,892, respectively

 

 

216,888

 

 

 

215,990

 

Finance lease right-of-use assets, net of accumulated amortization of $918 and $790, respectively

 

 

3,626

 

 

 

3,753

 

Deferred financing costs, net of accumulated amortization of $19,017 and $18,735, respectively

 

 

3,198

 

 

 

3,480

 

Intangible assets, net of accumulated amortization of $38,687 and $36,089, respectively

 

 

60,813

 

 

 

63,411

 

Goodwill

 

 

135,169

 

 

 

135,169

 

Total assets

 

$

2,678,060

 

 

$

2,795,530

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Senior secured credit facility

 

$

114,473

 

 

$

199,304

 

Accounts payable

 

 

45,023

 

 

 

45,149

 

Accrued expenses payable and other liabilities

 

 

88,810

 

 

 

94,856

 

Dividends payable

 

 

214

 

 

 

400

 

Senior unsecured notes, net of unaccreted discount of $4,342 and $4,635 and deferred financing costs of $1,003 and $1,070, respectively

 

 

1,244,655

 

 

 

1,244,295

 

Operating lease liabilities

 

 

241,864

 

 

 

239,641

 

Finance lease liabilities

 

 

3,912

 

 

 

4,007

 

Deferred income taxes

 

 

335,227

 

 

 

345,398

 

Total liabilities

 

 

2,074,178

 

 

 

2,173,050

 

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; 41,203,382 and 41,086,358 shares issued at March 31, 2025 and December 31, 2024, respectively, and 36,667,685 and 36,604,864 shares outstanding at March 31, 2025 and December 31, 2024, respectively

 

 

412

 

 

 

411

 

Additional paid-in capital

 

 

275,974

 

 

 

273,163

 

Treasury stock at cost, 4,535,697 and 4,481,494 shares of common stock held at March 31, 2025 and December 31, 2024, respectively

 

 

(87,117

)

 

 

(81,798

)

Retained earnings

 

 

414,613

 

 

 

430,704

 

Total stockholders’ equity

 

 

603,882

 

 

 

622,480

 

Total liabilities and stockholders’ equity

 

$

2,678,060

 

 

$

2,795,530

 

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,

 

 

 

2025

 

 

2024

 

Revenues:

 

 

 

 

 

 

Equipment rentals

 

$

274,032

 

 

$

295,325

 

Sales of rental equipment

 

 

23,919

 

 

 

48,115

 

Sales of new equipment

 

 

7,425

 

 

 

10,412

 

Parts, service and other

 

 

14,079

 

 

 

17,505

 

Total revenues

 

 

319,455

 

 

 

371,357

 

Cost of revenues:

 

 

 

 

 

 

Rental depreciation

 

 

94,952

 

 

 

91,398

 

Rental expense

 

 

41,998

 

 

 

43,407

 

Rental other

 

 

32,286

 

 

 

32,623

 

 

 

 

169,236

 

 

 

167,428

 

Sales of rental equipment

 

 

9,803

 

 

 

17,829

 

Sales of new equipment

 

 

6,023

 

 

 

8,639

 

Parts, service and other

 

 

10,799

 

 

 

12,596

 

Total cost of revenues

 

 

195,861

 

 

 

206,492

 

Gross profit

 

 

123,594

 

 

 

164,865

 

Selling, general and administrative expenses

 

 

111,581

 

 

 

114,278

 

Transaction expenses

 

 

9,791

 

 

 

 

Gain on sales of property and equipment, net

 

 

3,623

 

 

 

1,433

 

Income (loss) from operations

 

 

5,845

 

 

 

52,020

 

Other income (expense):

 

 

 

 

 

 

Interest expense

 

 

(15,997

)

 

 

(18,366

)

Other, net

 

 

1,978

 

 

 

1,552

 

Total other expense, net

 

 

(14,019

)

 

 

(16,814

)

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

 

 

(8,174

)

 

 

35,206

 

Provision (benefit) for income taxes

 

 

(1,966

)

 

 

9,317

 

Net income (loss)

 

$

(6,208

)

 

$

25,889

 

 

 

 

 

 

 

 

Net income (loss) per common share:

 

 

 

 

 

 

Basic

 

$

(0.17

)

 

$

0.72

 

Diluted

 

$

(0.17

)

 

$

0.71

 

Weighted average common shares outstanding:

 

 

 

 

 

 

Basic

 

 

36,362

 

 

 

36,196

 

Diluted

 

 

36,362

 

 

 

36,562

 

 

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,

 

 

 

2025

 

 

2024

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income (loss)

 

$

(6,208

)

 

$

25,889

 

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

 

 

 

 

 

 

Depreciation and amortization of property and equipment

 

 

13,119

 

 

 

10,413

 

Depreciation of rental equipment

 

 

94,952

 

 

 

91,398

 

Amortization of finance lease right-of-use assets

 

 

128

 

 

 

87

 

Amortization of intangible assets

 

 

2,598

 

 

 

2,487

 

Amortization of deferred financing costs

 

 

349

 

 

 

350

 

Accretion of note discount, net of premium amortization

 

 

293

 

 

 

293

 

Non-cash operating lease expense

 

 

4,716

 

 

 

5,675

 

Provision for inventory obsolescence

 

 

92

 

 

 

 

Provision for losses on accounts receivable

 

 

1,442

 

 

 

1,349

 

Deferred income taxes

 

 

(10,171

)

 

 

5,278

 

Stock-based compensation expense

 

 

2,811

 

 

 

3,788

 

Gain from sales of property and equipment, net

 

 

(3,623

)

 

 

(1,433

)

Gain from sales of rental equipment, net

 

 

(14,109

)

 

 

(30,265

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Receivables

 

 

35,771

 

 

 

6,266

 

Inventories

 

 

13

 

 

 

(33,965

)

Prepaid expenses and other assets

 

 

(10,485

)

 

 

(9,803

)

Accounts payable

 

 

(3,289

)

 

 

1,399

 

Manufacturer flooring plans payable

 

 

 

 

 

(694

)

Accrued expenses payable and other liabilities

 

 

(10,600

)

 

 

4,838

 

Net cash provided by operating activities

 

 

97,799

 

 

 

83,350

 

Cash flows from investing activities:

 

 

 

 

 

 

Acquisition of business

 

 

 

 

 

(121,571

)

Purchases of property and equipment

 

 

(16,613

)

 

 

(39,137

)

Purchases of rental equipment

 

 

(13,422

)

 

 

(31,059

)

Proceeds from sales of property and equipment

 

 

2,559

 

 

 

1,669

 

Proceeds from sales of rental equipment

 

 

23,900

 

 

 

47,809

 

    Net cash used in investing activities

 

 

(3,576

)

 

 

(142,289

)

Cash flows from financing activities:

 

 

 

 

 

 

Borrowings on senior secured credit facility

 

 

291,245

 

 

 

587,605

 

Payments on senior secured credit facility

 

 

(376,076

)

 

 

(514,610

)

Dividends paid

 

 

(10,069

)

 

 

(10,029

)

Purchases of treasury stock

 

 

(5,319

)

 

 

(3,390

)

Payments of deferred financing costs

 

 

 

 

 

 

Payments of finance lease obligations

 

 

(95

)

 

 

(61

)

Net cash provided by (used in) financing activities

 

 

(100,314

)

 

 

59,515

 

Net increase (decrease) in cash

 

 

(6,091

)

 

 

576

 

Cash, beginning of period

 

 

16,413

 

 

 

8,500

 

Cash, end of period

 

$

10,322

 

 

$

9,076

 

 

 

7


 

H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)

(Amounts in thousands)

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2025

 

 

2024

 

Supplemental schedule of non-cash investing and financing activities:

 

 

 

 

 

 

Non-cash asset purchases:

 

 

 

 

 

 

Rental fleet in accounts payable and accrued expenses payable and other liabilities

 

$

3,165

 

 

$

 

Assets transferred from inventory to rental fleet

 

$

 

 

$

43,330

 

Purchases of property and equipment included in accrued expenses
   payable and other liabilities

 

$

1,160

 

 

$

(1,970

)

Operating lease assets obtained in exchange for new
   operating lease liabilities

 

$

5,614

 

 

$

15,311

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

Interest

 

$

3,726

 

 

$

4,355

 

Income taxes paid, net of refunds received

 

$

10,501

 

 

$

(208

)

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, H&E Equipment Services (Midwest), Inc. and H&E Equipment Services (Mid-Atlantic), Inc., collectively referred to herein as “we”, “us”, “our” or the “Company” and doing business as “H&E Rentals”.

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, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, 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, 2024, from which the consolidated balance sheet amounts as of December 31, 2024 were derived. All significant intercompany accounts and transactions have been eliminated in these condensed consolidated financial statements.

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

Nature of Operations

Founded in 1961, H&E Equipment Services, Inc. is one of the largest rental equipment companies in the nation, serving customers at our 160 branch locations across 31 states. The Company’s fleet is comprised of aerial work platforms, earthmoving, material handling, and other general and specialty lines. H&E serves a diverse set of end markets in many high-growth geographies including branches throughout the Pacific Northwest, West Coast, Intermountain, Southwest, Gulf Coast, Southeast, Midwest and Mid-Atlantic regions.

Recent Developments

On February 19, 2025, we entered into an Agreement and Plan of Merger with Herc Holdings Inc., a Delaware corporation (“Herc”) and HR Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Herc (“Merger Sub”), pursuant to which Merger Sub agreed to commence an exchange offer (the “Offer”), to purchase all of the issued and outstanding shares of our common stock for the consideration described below, following which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Herc (the “Merger” and, collectively, the “Transactions”).

The price per share of common stock in the Offer is a combination of cash and Herc common stock, consisting of (i) $78.75 in cash, without interest, less any applicable withholding of taxes, and (ii) a fixed exchange ratio of 0.1287 shares of Herc common stock, without interest, per share.

The Transactions are expected to close mid-year 2025. The Transactions are subject to customary closing conditions, including a minimum tender of at least one share more than 50 percent of then-outstanding common shares, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and approval for listing on the New York Stock Exchange (“NYSE”) of Herc’s common stock to be issued in the Offer and Merger.

(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, 2024. During the three months ended March 31, 2025, there were no significant changes to those accounting policies.

 

9


 

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

We recognize revenue in accordance with two different Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) standards: 1) Topic 606 and 2) Topic 842.

Under Topic 606, Revenue from Contracts with Customers, revenue is recognized when control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Revenue 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.

Under Topic 842, Leases, we account for equipment rental contracts as operating leases. We recognize revenue from equipment rentals in the period earned, regardless of the timing of billing to customers. A rental contract includes rates for daily, weekly or monthly use, and rental revenues are earned on a daily basis as rental contracts remain outstanding. Because the rental contracts can extend across multiple reporting periods, we record unbilled rental revenues and deferred rental revenues at the end of reporting periods so rental revenues earned is appropriately stated for the periods presented.

In the table below, revenues as presented in our Condensed Consolidated Statement of Operations for the three months ended March 31, 2025 and 2024 are summarized by type and by the applicable accounting standard.

 

 

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

 

 

Topic 842

 

 

Topic 606

 

 

Total

 

 

Topic 842

 

 

Topic 606

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned equipment rentals

 

$

236,026

 

 

$

85

 

 

$

236,111

 

 

$

253,298

 

 

$

122

 

 

$

253,420

 

Re-rent revenue

 

 

6,760

 

 

 

 

 

 

6,760

 

 

 

8,321

 

 

 

 

 

 

8,321

 

Ancillary and other rental revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Delivery and pick-up

 

 

 

 

 

16,861

 

 

 

16,861

 

 

 

 

 

 

18,607

 

 

 

18,607

 

Other

 

 

14,300

 

 

 

 

 

 

14,300

 

 

 

14,977

 

 

 

 

 

 

14,977

 

Total ancillary rental revenues

 

 

14,300

 

 

 

16,861

 

 

 

31,161

 

 

 

14,977

 

 

 

18,607

 

 

 

33,584

 

Total equipment rental revenues

 

 

257,086

 

 

 

16,946

 

 

 

274,032

 

 

 

276,596

 

 

 

18,729

 

 

 

295,325

 

Sales of rental equipment

 

 

 

 

 

23,919

 

 

 

23,919

 

 

 

 

 

 

48,115

 

 

 

48,115

 

Sales of new equipment

 

 

 

 

 

7,425

 

 

 

7,425

 

 

 

 

 

 

10,412

 

 

 

10,412

 

Parts, service and other

 

 

 

 

 

14,079

 

 

 

14,079

 

 

 

 

 

 

17,505

 

 

 

17,505

 

Total revenues

 

$

257,086

 

 

$

62,369

 

 

$

319,455

 

 

$

276,596

 

 

$

94,761

 

 

$

371,357

 

 

Revenues by reporting segment are presented in Note 11 of our Condensed Consolidated Financial Statements. 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 11, 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, 2024.

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.

 

10


 

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 total revenues 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.

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. For the three months ended March 31, 2025, revenue under ASC 842 represents 81% of our total revenues and an approximate corresponding percentage of our receivables, net and associated allowance for doubtful accounts. 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. Bad debt expense as a percentage of total revenues for the three months ended March 31, 2025 and 2024 was approximately 0.5% and 0.4%, respectively.

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 months ended March 31, 2025 or 2024 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. The change to the carrying amount of goodwill for the period ended December 31, 2024 is as follows (amounts in thousands). There are no changes to the carrying amount for the period ended March 31, 2025.

 

 

Equipment Rentals

 

 

Sales of Rental Eq.

 

 

Total

 

Balance at December 31, 2023 (1)

 

$

99,708

 

 

$

8,447

 

 

$

108,155

 

Increase (2)

 

 

17,536

 

 

 

 

 

 

17,536

 

Decrease (3)

 

 

(100

)

 

 

 

 

 

(100

)

Increase (4)

 

 

8,401

 

 

 

 

 

 

8,401

 

Increase (5)

 

 

651

 

 

 

 

 

 

651

 

Increase (6)

 

 

526

 

 

 

 

 

 

526

 

Balance at December 31, 2024 (1)

 

$

126,722

 

 

$

8,447

 

 

$

135,169

 

(1)
The total carrying amount of goodwill as of December 31, 2023, December 31, 2024 and March 31, 2025 is reflected net of $98.4 million of accumulated impairment charges.
(2)
Increase due to the Precision Rentals (“Precision”) Acquisition during the first quarter of 2024.
(3)
Decrease is related to the final purchase accounting adjustment of the Giffin Acquisition during the first quarter of 2024.
(4)
Increase due to Lewistown Rentals (“Lewistown”) Acquisition during the second quarter of 2024.
(5)
Increase is related to the final closing adjustment of the Precision Acquisition during the second quarter of 2024.
(6)
Increase is related to the final closing adjustment of the Lewistown Acquisition during the third quarter of 2024.

Rental Equipment

The rental equipment we purchase is recorded in rental equipment on the condensed consolidated balance sheets and is stated at cost. Due to the Company’s shift to operate as a pure-play rental company, as of the quarter ended June 30, 2024 purchases of equipment are now disaggregated between inventory and rental equipment according to classification at the time of purchase as opposed to considering all generally available for sale. Purchases of equipment designated for fleet are now recorded as rental equipment while equipment designated for sale is recorded as inventory. Rental equipment is depreciated over the estimated useful life of the equipment upon placed in service using the straight-line method and is included in rental depreciation within our condensed consolidated statements of operations. Estimated useful lives vary based upon type of equipment. Generally, we depreciate aerial work platforms over a ten year estimated useful life, earthmoving equipment over a five year estimated useful life with a 25% salvage value, and material handling equipment over a seven year estimated useful life. Attachments and other smaller type equipment are depreciated generally over a three year estimated useful life. We periodically evaluate the appropriateness of remaining depreciable

 

11


 

lives and any salvage value assigned to rental equipment. Depreciation expense on rental equipment is reflected in rental depreciation in cost of revenues on the Condensed Consolidated Statement of Operations.

Ordinary repair and maintenance costs and property taxes are reflected in rental expenses in cost of revenues on the Condensed Consolidated Statement of Operations. However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period incurred. When rental equipment is sold or disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gains or losses are included in gross profit in the Condensed Consolidated Statement of Operations. We receive individual offers for fleet equipment on a continual basis, at which time we perform an analysis on whether or not to accept the offer. The rental equipment is not transferred to inventory under the held for sale model as the equipment is used to generate revenues until the equipment is sold.

Recent Accounting Pronouncements

Pronouncements Not Yet Adopted

Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which is intended to improve expense disclosures, primarily by requiring disclosure of disaggregated information about certain income statement expense line items on an annual and interim basis. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 becomes effective January 1, 2027 and is not expected to have an impact on our financial statements, but will result in expanded expense disclosures.

Recently Adopted Accounting Pronouncements

Income Taxes

In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which should improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The ASU requires that public entities on an annual basis disclose specific categories in the rate reconciliation, provide additional information for reconciling items that meet a quantitative threshold and the following information about income taxes paid: the amount of income taxes paid disaggregated by federal (national), state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions. Lastly, the amendments in this ASU require that entities disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. ASU 2023-09 became effective January 1, 2025 and will result in expanded tax disclosures for the annual period ending December 31, 2025. There is no impact to our results of operations or financial condition.

Segment Reporting

On January 1, 2024 we adopted ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improved the disclosures about a public entity’s reportable segments and addresses requests for additional, more detailed information about a reportable segment’s expenses. The amendments in this ASU required disclosure of incremental segment information on an annual and interim basis for all public entities. The impact of this ASU did not have an impact on our financial statements, but resulted in expanded reportable segment disclosures.

(3) Merger and Acquisitions

2025 Merger

Herc Holdings Inc.

On February 19, 2025, we entered into an Agreement and Plan of Merger (the “Herc Merger Agreement”) with Herc which provides for the acquisition of the Company by Herc in a two-step transaction, consisting of an exchange offer, followed by a subsequent back-end merger. The Herc Merger Agreement, pursuant to which HR Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Herc (“Merger Sub”) agreed to commence an Offer to acquire all of the issued and outstanding shares of our common stock for (i) $78.75 in cash, and (ii) 0.1287 shares of Herc common stock for each share of our common stock (the “Offer Price”), following which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Herc (the “Merger”) (and collectively, the “Transactions”). The Transactions are expected to close mid-year 2025.

 

12


 

In January 2025, prior to entering into the Herc Merger Agreement, we entered into an Agreement and Plan of Merger (the “United Merger Agreement”) with United Rentals, Inc., a Delaware Corporation (“United”) and UR Merger Sub VII Corporation, a Delaware corporation and wholly owned subsidiary of United (“United Merger Sub”), pursuant to which a cash tender offer (the “United Offer”) was commenced on behalf of United to purchase all of the issued and outstanding shares of our common stock at $92.00 a share, following which United Merger Sub would merge with and into the Company, with the Company surviving as a wholly owned subsidiary of United.

In February 2025, during the pendency of the United Offer, we received a proposal from Herc (the “Herc Proposal”) to acquire all of the issued and outstanding shares of our common stock for a combination of cash and Herc common stock, consisting of (i) $78.75 in cash, and (ii) 0.1287 shares of Herc common stock for each share of our common stock. Based on Herc’s 10-day VWAP as of market close February 14, 2025, the date on which such VWAP was calculated for determining consideration in the Transactions, the combination of cash and shares offered by Herc was equal to a total value of approximately $104.89 per share. On February 16, 2025, our Board of Directors unanimously concluded that the Herc Proposal constituted a Superior Proposal (as defined in the United Merger Agreement), and on February 19, 2025, we terminated the United Merger Agreement and Herc paid United the $63.5 million termination fee pursuant to the United Merger Agreement on our behalf. Also on February 19, 2025, immediately following the termination of the United Merger Agreement, we entered into the Herc Merger Agreement which provides for the acquisition of the Company by Herc in a two-step transaction.

In February 2025, severance agreements were entered into between the Company and each of the Company’s named executive officers (each, an “NEO”) (collectively, the “Executive Severance Agreements”). The Executive Severance Agreements provide for severance payments and benefits in the event that an NEO’s employment is terminated by the Company (or its successor) without “Cause” or an NEO resigns for “Good Reason”, as defined in the agreement, in either case, within two years following a “change in control”.

The Transactions are subject to customary closing conditions, including a minimum tender of at least one share more than 50 percent of then-outstanding common shares, the expiration of the waiting period under the HSR Act, the Form S-4 filed by Herc in connection with the issuance of shares of Herc common stock in the Merger having become effective and not subject to any legal proceedings suspending such effectiveness and approval for listing on the NYSE of Herc’s common stock to be issued in the Offer and Merger.

If the Herc Merger is consummated, our common stock will be delisted from The NASDAQ Global market and deregistered under Securities Exchange Act of 1934, as amended, as promptly as practicable following the effective time of the Merger. The Herc Merger Agreement also contains certain termination rights for Herc and us and further provides that, upon termination of the Herc Merger Agreement under specified circumstances, including certain terminations in connection with an alternative business combination transaction as permitted by the terms of the Herc Merger Agreement, we will be required to pay Herc a termination fee of approximately $145 million in addition to refunding Herc for the termination fee of $63.5 million pursuant to the United Merger Agreement if the Company enters into a superior proposal based on terms included in the Herc Merger Agreement. As these transactions were executed contemporaneously, there is no impact included in the Condensed Consolidated Statement of Operations.

For the quarter ended March 31, 2025, transaction expenses amounted to $9.8 million and were included within transaction expenses on the Condensed Consolidated Statement of Operations.

2024 Acquisitions

Lewistown Rentals

Effective May 1, 2024, we completed the acquisition of Lewistown Rentals (“Lewistown”), a Lewistown, Montana-based equipment rental business and three of its affiliated rental operations in Havre, Glasgow and Great Falls, Montana. The acquisition expands our presence in the Montana market.

The aggregate cash consideration paid was approximately $33.8 million. The acquisition and related fees and expenses were funded from available cash and borrowings. Customary closing adjustments were finalized during the third quarter of 2024. The following table summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date.

 

13


 

 

 

$’s in thousands

 

Accounts receivable

 

$

953

 

Prepaid expenses and other assets

 

 

1

 

Rental equipment

 

 

19,047

 

Property and equipment

 

 

1,177

 

Customer relationships intangible asset (1)

 

 

3,800

 

Total identifiable assets acquired

 

 

24,978

 

Accounts payable

 

 

(79

)

Accrued expenses payable and other liabilities

 

 

(28

)

Total liabilities assumed

 

 

(107

)

Net identifiable assets acquired

 

 

24,871

 

Goodwill (2)

 

 

8,927

 

Net assets acquired

 

$

33,798

 

(1)
The following table reflects the fair values and useful lives of the acquired intangible assets:

 

 

Fair Value
(amounts in
thousands)

 

 

Life (years)

 

Customer relationships

 

$

3,800

 

 

 

10

 

 

(2)
The acquired goodwill has been allocated to the equipment rentals reporting unit.

The level of goodwill that resulted from the Lewistown acquisition is primarily reflective of Lewistown’s going-concern value, the value of 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 acquisition costs were $0.2 million and were included within selling, general and administrative (“SG&A”) expenses on the Consolidated Statement of Income during the quarter ended March 31, 2024. Since our acquisition of Lewistown on May 1, 2024, significant amounts of rental equipment have been moved between H&E locations and the acquired locations, and it is impractical to reasonably estimate the amount of Lewistown revenues and earnings since the acquisition date.

The assets and liabilities were recorded as of May 1, 2024 and the results of operations are included in the Company's consolidated results as of that date.

Precision Rentals

Effective January 1, 2024, we completed the acquisition of Precision Rentals (“Precision”), an equipment rental company with a branch located in each of Arizona and Colorado. The acquisition expands our presence in both geographic markets.

The aggregate cumulative cash consideration paid was approximately $124.0 million, which includes $3.5 million of fair value allocated to a noncompete agreement which is accounted for as a separate transaction from the net assets acquired in the business combination. The acquisition and related fees and expenses were funded from available cash and borrowings. Customary closing adjustments were finalized during the second quarter of 2024. The following table summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date.

 

 

14


 

 

 

$’s in thousands

 

Accounts receivable

 

$

4,120

 

Prepaid expenses and other assets

 

 

26

 

Rental equipment

 

 

63,215

 

Property and equipment

 

 

2,122

 

Operating lease right-of-use assets

 

 

68

 

Customer relationships intangible asset (1)

 

 

33,700

 

Total identifiable assets acquired

 

 

103,251

 

Accounts payable

 

 

(57

)

Accrued expenses payable and other liabilities

 

 

(832

)

Operating lease liabilities

 

 

(68

)

Total liabilities assumed

 

 

(957

)

Net identifiable assets acquired

 

 

102,294

 

Goodwill (2)

 

 

18,187

 

Net assets acquired

 

 

120,481

 

Noncompetition agreement intangible asset (1)(3)

 

 

3,500

 

Total cumulative consideration

 

$

123,981

 

(1)
The following table reflects the fair values and useful lives of the acquired intangible assets:

 

 

Fair Value
(amounts in
thousands)

 

 

Weighted-Average Life (years)

 

Customer relationships

 

$

33,700

 

 

 

10

 

Noncompetition agreements

 

 

3,500

 

 

 

5

 

 

 

$

37,200

 

 

 

10

 

 

(2)
The acquired goodwill has been allocated to the equipment rentals reporting unit.
(3)
The fair value of the noncompetition agreements is considered to be a separate transaction under ASC 805 and as such, has been excluded from the purchase price.

The level of goodwill that resulted from the Precision acquisition is primarily reflective of Precision’s going-concern value, the value of 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 acquisition costs were $0.3 million and were included within SG&A expenses on the Consolidated Statement of Income during the quarter ended March 31, 2024. Since our acquisition of Precision on January 1, 2024, significant amounts of rental equipment have been moved between H&E locations and the acquired locations, and it is impractical to reasonably estimate the amount of Precision revenues and earnings since the acquisition date.

The assets and liabilities were recorded as of January 1, 2024 and the results of operations are included in the Company's consolidated results as of that date.

Pro forma financial information (unaudited)

We completed the Precision acquisition effective January 1, 2024 and the Lewistown acquisition effective May 1, 2024; therefore, our reported Condensed Consolidated Statement of Income for the quarter ended March 31, 2024 does not include Lewistown.

The pro forma information for the quarter ended March 31, 2024 in the table below (amounts in thousands) is for informational purposes only and gives effect to the Lewistown acquisition as if it had been completed on January 1, 2023 (the “pro forma acquisition date”). The pro forma information is not necessarily indicative of our results of operations had the acquisition been completed on the pro forma acquisition 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 acquisition, nor does it reflect additional revenue opportunities following the acquisition. The unaudited pro forma financial information includes adjustments primarily related to the incremental depreciation and amortization expense of the rental equipment and intangible assets acquired, the elimination of interest expense related to historical debt as well as other expenses that are not part of the combined entity and transaction expenses.

 

15


 

 

 

Three Months Ended March 31,

 

 

 

2024

 

Total revenues

 

$

373,537

 

Net income

 

$

25,704

 

 

(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, which is considered Level 1, accounts receivable, Senior Secured Credit Facility (the “Credit Facility”), accounts payable and accrued expenses payable and other liabilities, which are all considered Level 2, approximate fair value due to the immediate or short-term nature, maturity or market interest rate of these financial instruments. The Company’s outstanding obligations on its Credit Facility are deemed to be at fair value as the interest rates are variable and consistent with prevailing rates, which are considered Level 2 inputs. The carrying amounts and fair values of our other financial instruments subject to fair value disclosures as of March 31, 2025 and December 31, 2024 are presented in the table below (amounts in thousands).

 

 

 

March 31, 2025

 

 

 

Carrying
Amount

 

 

Fair
Value

 

Senior Unsecured Notes due 2028 with interest computed at 3.875% (Level 2)

 

$

1,244,655

 

 

$

1,246,484

 

 

 

December 31, 2024

 

 

 

Carrying
Amount

 

 

Fair
Value

 

Senior unsecured notes due 2028 with interest computed at 3.875% (Level 2)

 

$

1,244,295

 

 

$

1,145,738

 

At March 31, 2025 and December 31, 2024, the fair value of our senior unsecured notes due 2028 (the “Senior Unsecured Notes”) was based on quoted bond trading market prices for those notes. During the three months ended March 31, 2025 and 2024, there were no transfers of financial assets or liabilities in or out of Level 3 of the fair value hierarchy.

 

16


 

(5) Stockholders’ Equity

The following table summarizes the activity in Stockholders’ Equity for the three months ended March 31, 2025 and 2024, respectively (amounts in thousands, except share and per share data):

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

 

 

Total

 

 

 

Shares
Issued

 

 

Amount

 

 

Paid-in
Capital

 

 

Treasury
Stock

 

 

Retained Earnings

 

 

Stockholders’
Equity

 

Balances at December 31, 2024

 

 

41,086,358

 

 

$

411

 

 

$

273,163

 

 

$

(81,798

)

 

$

430,704

 

 

$

622,480

 

Stock-based compensation

 

 

 

 

 

 

 

 

2,811

 

 

 

 

 

 

 

 

 

2,811

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,883

)

 

 

(9,883

)

Issuance of common stock, net of forfeitures

 

 

117,024

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Repurchase of 54,203 shares of restricted common stock

 

 

 

 

 

 

 

 

 

 

 

(5,319

)

 

 

 

 

 

(5,319

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,208

)

 

 

(6,208

)

Balances at March 31, 2025

 

 

41,203,382

 

 

$

412

 

 

$

275,974

 

 

$

(87,117

)

 

$

414,613

 

 

$

603,882

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2023

 

 

40,823,375

 

 

$

408

 

 

$

261,927

 

 

$

(76,017

)

 

$

347,971

 

 

$

534,289

 

Stock-based compensation

 

 

 

 

 

 

 

 

3,788

 

 

 

 

 

 

 

 

 

3,788

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,900

)

 

 

(9,900

)

Issuance of common stock, net of forfeitures

 

 

137,436

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

2

 

Repurchase of 57,662 shares of restricted common stock

 

 

 

 

 

 

 

 

 

 

 

(3,390

)

 

 

 

 

 

(3,390

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25,889

 

 

 

25,889

 

Balances at March 31, 2024

 

 

40,960,811

 

 

$

410

 

 

$

265,715

 

 

$

(79,407

)

 

$

363,960

 

 

$

550,678

 

 

(6) Stock-Based Compensation

The Company issues time-based and performance-based restricted stock units (“RSU”) to certain officers and executives under our stock-based compensation plan. The RSUs automatically convert to shares of common stock on a one-for-one basis as the awards vest. The time-based RSUs typically vest over a three year vesting period beginning 12 months from the grant date and thereafter annually on the anniversary of the grant date. The performance-based RSUs vest based on the achievement of the performance conditions specific to certain financial metrics during the three year performance period. Stock-based compensation is measured at the grant date, based on the calculated fair value of the award, net of an estimated forfeiture rate, and is recognized as an expense over the requisite employee service period (generally the vesting period of the grant). The estimated forfeiture rate is based on historical experience and revised, if necessary, in subsequent periods for actual forfeitures. For performance-based RSUs, compensation expense is recognized to the extent that the satisfaction of the performance condition is considered probable.

Our Amended and Restated 2016 Stock-Based Incentive Compensation Plan (the “2016 Plan”) is administered by the Compensation Committee of our Board of Directors, which selects persons eligible to receive awards and determines the number of shares and/or options subject to each award, the terms, conditions, performance measures, if any, and other provisions of the award. Under the 2016 Plan, we may offer deferred shares or restricted shares of our common stock and grant options, including both incentive stock options and nonqualified stock options, to purchase shares of our common stock. Shares available for future stock-based payment awards under our 2016 Plan were 2,111,870 shares of common stock as of March 31, 2025.

Non-vested RSUs

The following table summarizes our non-vested RSU activity for the three months ended March 31, 2025:

 

 

Number of
Shares

 

 

Weighted
Average Grant
Date Fair
Value

 

Non-vested RSUs at December 31, 2024

 

 

496,901

 

 

$

46.73

 

Granted

 

 

52,102

 

 

$

45.55

 

Vested

 

 

(128,929

)

 

$

39.71

 

Forfeited

 

 

(11,905

)

 

$

48.60

 

Non-vested RSUs at March 31, 2025

 

 

408,169

 

 

$

48.74

 

 

 

17


 

As of March 31, 2025, we had unrecognized compensation expense of approximately $10.6 million related to non-vested RSU award payments that we expect to be recognized over a weighted-average period of approximately 1.8 years. Stock compensation expense, which is included in SG&A expenses in the accompanying Condensed Consolidated Statement of Operations for the three months ended March 31, 2025 and 2024 is $2.8 million and $3.8 million, respectively. The total recognized tax benefit amounted to $0.4 million for both the three months ended March 31, 2025 and 2024. The total fair value of vested stock for both the three months ended March 31, 2025 and 2024 was $5.1 million.

(7) Income (Loss) per Share

Income (loss) per common share for the three months ended March 31, 2025 and 2024 is 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. For periods in which the Company has reported a net loss, diluted net loss per share of common stock is the same as basic net loss per share of common stock as dilutive common shares are not assumed to have been issued if their effect is anti-dilutive

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 less than 1% of total outstanding shares for the three months ended March 31, 2025 and 2024 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, 2025 and 2024 (amounts in thousands, except per share amounts):

 

 

Three Months Ended

 

 

 

March 31,

 


 

 

2025

 

 

2024

 

Net income (loss)

 

$

(6,208

)

 

$

25,889

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

Basic

 

 

36,362

 

 

 

36,196

 

Effect of dilutive non-vested restricted stock

 

 

 

 

 

366

 

Diluted

 

 

36,362

 

 

 

36,562

 

 

 

 

 

 

 

 

Income (loss) per share:

 

 

 

 

 

 

Basic net income (loss) per share

 

$

(0.17

)

 

$

0.72

 

Diluted net income (loss) per share

 

$

(0.17

)

 

$

0.71

 

 

 

 

 

 

 

 

Common shares excluded from the denominator as anti-dilutive:

 

 

 

 

 

 

Non-vested restricted stock

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per common share outstanding

 

$

0.275

 

 

$

0.275

 

 

(8) Senior Secured Credit Facility

We and our subsidiaries are parties to a $750.0 million Credit Facility with Wells Fargo Bank, National Association, as administrative agent, and the lenders named therein. For further information related to significant terms of the Credit Facility, see Note 10 to the Company’s Consolidated Financial Statements included as Item 8 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

At March 31, 2025, we had $114.5 million outstanding under the Credit Facility and could borrow up to approximately $620.7 million, net of a $14.8 million outstanding letter of credit. As of March 31, 2025, the weighted average interest rate under the Credit

 

18


 

Facility was approximately 5.5%. As of March 31, 2025, we were in compliance with our financial covenants under the Amended and Restated Credit Agreement.

The aggregate amounts outstanding as of March 31, 2025 under both the Credit Facility and our Senior Secured Notes (Note 9) of $1,364.5 million mature during 2028.

(9) Senior Unsecured Notes

On December 14, 2020, we completed the offering of our $1.25 billion, 3.875% Senior Unsecured Notes due 2028. For further information related to significant terms of the Senior Unsecured Notes, see Note 9 to the Company’s Consolidated Financial Statements included as Item 8 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. As of March 31, 2025, 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, 2023

 

$

1,242,852

 

Accretion of discount through December 31, 2024

 

 

1,172

 

Amortization of deferred financing costs through December 31, 2024

 

 

271

 

Balance at December 31, 2024

 

$

1,244,295

 

Accretion of discount through March 31, 2025

 

 

293

 

Amortization of deferred financing costs through March 31, 2025

 

 

67

 

Balance at March 31, 2025

 

$

1,244,655

 

 

(10) Leases

At March 31, 2025, the weighted average remaining lease term for operating leases and finance leases was approximately 7.5 years. The weighted average discount rate for operating leases and finance leases was approximately 6.3% and 6.0%, respectively, at March 31, 2025.

The future minimum lease payments of operating leases executed but not commenced as of March 31, 2025 are estimated to be $1.7 million, $4.1 million, $4.2 million, $4.3 million and $4.4 million for the years ending December 31, 2025, 2026, 2027, 2028 and 2029, respectively, and $27.1 million thereafter. It is expected that the majority of these leases will commence during 2025.

(11) Segment Information

We have identified four reportable segments: equipment rentals, sales of rental equipment, sales of new equipment, and parts, service and other revenues. These segments are based upon revenue streams and how management of the Company allocates resources and assesses performance.

We revised our reportable segments by aggregating parts sales and service revenues into one segment during the quarter ended June 30, 2024 due to revised internal reporting provided to our Chief Operating Decision Maker (“CODM”). The prior year information has been recast as we previously reported five segments for the quarter ended March 31, 2024.

The reportable segments have varying revenue generating products and services. Equipment rentals derives revenues from renting owned equipment to customers. Sales of rental equipment derives revenues by selling equipment from our rental fleet to customers. Sales of new equipment derives revenues by selling new equipment from manufacturers to customers. Parts, service and other derives revenues by selling parts to customers, performing maintenance and repair services on rented and owned equipment, and other ancillary charges.

Our Chief Operating Officer is the Company’s CODM in accordance with ASC 280.

Gross profit is the measure of profit or loss utilized to assess segment performance and allocate resources that is provided to and reviewed by the Company’s CODM. Cost of Revenues is the significant expense category for our reportable segments. The CODM uses gross profit to allocate resources (employees, equipment, or capital resources) in operational reviews, forecasting and budgeting processes. SG&A expenses, interest expense, income tax expense, as well as all other income and expense items below gross profit are not allocated to our reportable segments and are not provided to or reviewed by our CODM. Segment gross profit is utilized to assess

 

19


 

segment performance while consolidated income from operations and income (loss) from operations before provision for income taxes is utilized to assess company-wide performance.

Assets are identified on a segment basis for inventory, fleet and goodwill. No additional asset information is available on a segment basis. The Company and its CODM do not utilize or review full financials on a segment basis as that is not how the Company assesses performance or allocates resources.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies and there are no differences in accounting policy, basis of accounting or method of measurement between the individual segments and the consolidated company. There were no sales or transactions between segments for any of the periods presented.

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

 

 

Three Months Ended
March 31,

 

 

 

2025

 

 

2024

 

Segment Revenues:

 

 

 

 

 

 

Equipment rentals

 

$

274,032

 

 

$

295,325

 

Sales of rental equipment

 

 

23,919

 

 

 

48,115

 

Sales of new equipment

 

 

7,425

 

 

 

10,412

 

Parts, service and other

 

 

14,079

 

 

 

17,505

 

Total revenues

 

 

319,455

 

 

 

371,357

 

 

 

 

 

 

 

 

Segment Cost of Revenues:

 

 

 

 

 

 

      Rental depreciation

 

 

94,952

 

 

 

91,398

 

      Rental expense

 

 

41,998

 

 

 

43,407

 

      Rental other

 

 

32,286

 

 

 

32,623

 

Equipment rentals

 

 

169,236

 

 

 

167,428

 

Sales of rental equipment

 

 

9,803

 

 

 

17,829

 

Sales of new equipment

 

 

6,023

 

 

 

8,639

 

Parts, service and other

 

 

10,799

 

 

 

12,596

 

Total cost of revenues

 

 

195,861

 

 

 

206,492

 

 

 

 

 

 

 

 

Segment Gross Profit:

 

 

 

 

 

 

Equipment rentals

 

 

104,796

 

 

 

127,897

 

Sales of rental equipment

 

 

14,116

 

 

 

30,286

 

Sales of new equipment

 

 

1,402

 

 

 

1,773

 

Parts, service and other

 

 

3,280

 

 

 

4,909

 

Total gross profit

 

 

123,594

 

 

 

164,865

 

 

 

 

 

 

 

 

Unallocated reconciling items:

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

111,581

 

 

 

114,278

 

Transaction expenses

 

 

9,791

 

 

 

 

Gain from sales of property and equipment, net

 

 

3,623

 

 

 

1,433

 

Interest expense

 

 

(15,997

)

 

 

(18,366

)

Other, net

 

 

1,978

 

 

 

1,552

 

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

 

$

(8,174

)

 

$

35,206

 

 

20


 

 

 

Balances at

 

 

 

March 31,

 

 

December 31,

 

 

 

2025

 

 

2024

 

Segment identified assets:

 

 

 

 

 

 

     Inventories, net of reserves for obsolescence

 

 

 

 

 

 

          Sales of new equipment

 

$

1,677

 

 

$

1,955

 

          Parts, service and other

 

 

11,194

 

 

 

11,021

 

     Rental equipment, net of accumulated depreciation

 

 

 

 

 

 

          Equipment rentals

 

 

1,753,700

 

 

 

1,841,855

 

     Goodwill

 

 

 

 

 

 

          Equipment rentals

 

 

126,722

 

 

 

126,722

 

          Sales of rental equipment

 

 

8,447

 

 

 

8,447

 

       Total segment identified assets

 

 

1,766,571

 

 

 

1,854,831

 

Unallocated reconciling assets

 

 

911,489

 

 

 

940,699

 

       Total assets

 

$

2,678,060

 

 

$

2,795,530

 

 

 

 

Three Months Ended
March 31,

 

 

 

2025

 

 

2024

 

Cash flows from investing activities:

 

 

 

 

 

 

Equipment rentals

 

 

 

 

 

 

       Purchase of rental equipment

 

$

(13,422

)

 

$

(31,059

)

Sales of rental equipment

 

 

 

 

 

 

       Proceeds from sales of rental equipment

 

$

23,900

 

 

$

47,809

 

The Company operates primarily in the United States and our sales to international customers for both the three months ended March 31, 2025 and 2024 were less than 1.0% of total revenues for the periods presented. No one customer accounted for more than 10% of our total revenues for any of the periods presented.

(12)
Subsequent Events

On April 11, 2025, Herc voluntarily withdrew its filing to provide the FTC with additional time for review, and refiled the HSR Notification Form on April 14, 2025. Following the refiling, the required waiting period with respect to the Offer will expire at 11:59 p.m., Eastern Time, on May 14, 2025, unless (a) the Reviewing Agencies grant early termination for this transaction, thereby shortening the period, (b) the period is lengthened by a pull-and-refile, and/or (c) the period is lengthened by a Reviewing Agency that issues a request for additional information and documentary material.

On April 16, 2025, Herc announced that it has extended its previously announced tender offer to acquire all of the outstanding shares of H&E Equipment Services, Inc. common stock dated February 19, 2025, between Herc, HR Merger Sub, Inc. and H&E. The Offer, which was previously scheduled to expire at one minute past 11:59 p.m. Eastern Time, on April 15, 2025, has been extended until one minute past 11:59 p.m. Eastern Time, on April 29, 2025, unless further extended in accordance with the terms of the Herc Merger Agreement. The Offer was extended to allow additional time for the satisfaction of the remaining conditions of the tender offer, including receipt of applicable regulatory approvals.

 

21


 

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, 2025, and its results of operations for the three months ended March 31, 2025, 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, 2024. 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, 2024.

Overview

Background

Founded in 1961 through our predecessor companies, we have been in the equipment services business for approximately 63 years and are one of the largest rental equipment companies in the nation. H&E Equipment Services L.L.C. (“H&E L.L.C.”) was formed in June 2002 through the business combination of Head & Engquist, a wholly-owned subsidiary of Gulf Wide Industries, L.L.C., and ICM Equipment Company L.L.C. In connection with our initial public offering in February 2006, we converted H&E L.L.C. into H&E Equipment Services, Inc., a Delaware corporation (d/b/a “H&E Rentals”).

H&E serves a diverse set of end markets in many high-growth geographies including branches throughout the Pacific Northwest, West Coast, Intermountain, Southwest, Gulf Coast, Southeast, Midwest and Mid-Atlantic regions. As of March 31, 2025, we operated 160 branch locations across 31 states throughout the United States.

While focusing primarily on equipment rentals, we additionally engage in sales of rental equipment, sales of new equipment, parts sales and repair and maintenance services. The Company’s construction rental fleet is among the industry’s youngest with an equipment mix comprised of aerial work platforms, earthmoving, material handling, and other general and specialty lines. We are confident our operating experience and extensive infrastructure developed throughout our history as an integrated equipment services company qualified us to successfully transition to a pure-play rental company. This experience and infrastructure continues to provide us with a competitive advantage enabling us to broaden our industry expansion. Our workforce includes an outside and inside sales force for our rental operations and equipment sales, highly skilled service technicians, transportation drivers and regional and district managers. Our management, from the corporate level down to the branch store level, has extensive industry experience. We believe this allows us to provide specialized equipment knowledge, improve the effectiveness of our sales force and strengthen our customer relationships. In addition, we operate our day-to-day business on a branch basis, which allows us to more closely service our customers, fosters management accountability at local levels and strengthens our local and regional relationships.

Effective January 1, 2024, the Company completed the acquisition of Precision Rentals (“Precision”), an equipment rental company with a branch located in each of Arizona and Colorado.

Effective May 1, 2024, the Company completed the acquisition of Lewistown Rentals (“Lewistown”), a privately-held equipment rentals company with four branch locations in Montana.

Recent Developments

On February 19, 2025, we entered into an Agreement and Plan of Merger (the “Herc Merger Agreement”) with Herc Holdings Inc., a Delaware corporation (“Herc”) and HR Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Herc (“Merger Sub”), pursuant to which Merger Sub agreed to commence an exchange offer (the “Offer”), to purchase all of the issued and outstanding shares of our common stock for the consideration described below, following which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Herc (the “Merger” and, collectively, the “Transactions”).

The price per share of common stock in the Offer is a combination of cash and Herc common stock, consisting of (i) $78.75 in cash, without interest, less any applicable withholding of taxes, and (ii) a fixed exchange ratio of 0.1287 shares of Herc common stock, without interest, per share.

The Transactions are expected to close mid-year 2025. The Transactions are subject to customary closing conditions, including a minimum tender of at least one share more than 50 percent of then-outstanding common shares, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and approval for listing on the New York Stock Exchange (“NYSE”) of Herc’s common stock to be issued in the Offer and Merger.

 

22


 

Critical Accounting Policies

Item 7, included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2024, presents the accounting 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 estimates during the three months ended March 31, 2025. Our critical accounting estimates include, among others, useful lives of rental equipment and property and equipment, acquisition accounting, goodwill, and income taxes.

Information regarding our other significant accounting estimates 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, 2024 and in Note 2 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Business Segments

We have four reportable segments because we derive our revenues from four business activities: (1) equipment rentals; (2) sales of rental equipment; (3) sales of new equipment; (4) parts, service and other revenues. Our primary segment is equipment rentals. These segments are based upon how we allocate resources and assess performance. We revised our reportable segments by aggregating parts sales and service revenues into one segment during the quarter ended June 30, 2024 due to revised internal reporting provided to our Chief Operating Decision Maker and recast our historical financial statements to reflect this change. These segments are based upon how we allocate resources and assess performance.

Equipment Rentals. Our rental operation is our principal focus and we primarily rent our core types of construction and industrial equipment (aerial work platforms, earthmoving equipment, material handling equipment and other general and specialty lines). We have a well-maintained rental fleet and a dedicated sales team. We actively manage the size, quality, age and composition of our rental fleet based on our analysis of key measures such as time utilization (a reflection of equipment usage based on customer demand and calculated as our fleet’s original equipment cost on-rent divided by our fleet’s original equipment cost, averaged over the time period), rental rate trends and targets, rental equipment dollar utilization, and maintenance and repair costs, which we closely monitor. Given the use of these measures by management, we believe that investors’ understanding of our performance is enhanced by the disclosure of the measures as it allows investors to view performance from management’s perspective. Additionally, we maintain fleet quality through quality control inspections and our parts and services operations.
Sales of Rental Equipment. Our rental equipment sales are generated primarily from sales from our rental fleet. 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.
Sales of New Equipment. We sell equipment through a professional sales force. Sales of new equipment may be impacted by the availability of equipment from the manufacturer.
Parts, Service and Other Revenues. Our parts business provides parts to our own rental fleet and sells parts for the equipment we sell. In order to provide timely parts and services support to our rental fleet as well as our customers, we maintain a parts inventory. Our services operation provides maintenance and repair services to our own rental fleet and for our customers’ equipment at our facilities as well as at our customers’ locations. Our other revenues relate to costs primarily related to ancillary charges associated with equipment maintenance and repair services.

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 our total revenues from our four business activities and our other equipment support activities. Equipment rentals accounts for the majority of our total revenues. For the three months ended March 31, 2025, of our total revenues, approximately 86% were attributable to equipment rentals, 8% were attributable to sales of rental equipment, 2% were attributable to sales of new equipment and 4% were attributable to parts, service and other sales.

The equipment that we rent, sell 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, and 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 used and new equipment, the level of construction and industrial activities, spending levels by our customers, adverse weather conditions, supply chain disruptions, labor shortages and costs, inflation, the price of oil and other commodities and general economic conditions.

 

23


 

Equipment Rentals. Our rental operation primarily represents revenues from renting owned equipment of our core types of construction and industrial equipment (aerial work platforms, earthmoving equipment, material handling equipment and other general and specialty lines). We primarily account for these rental contracts as operating leases. We recognize revenue from equipment rentals in the period earned, regardless of the timing of billing to customers. A rental contract includes rates for daily, weekly or monthly use, and rental revenues are earned on a daily basis as rental contracts remain outstanding. We have a well-maintained rental fleet and we actively manage the size, quality, age and composition of our rental fleet.

Sales of Rental Equipment. We generate the majority of our rental equipment sales revenues by selling equipment from our rental fleet.

Sales of New Equipment. Our sales of new equipment operation sells equipment across all of our core categories of equipment.

Parts, Service and Other. We primarily generate revenues from the sale of parts for equipment that we rent or sell. We primarily derive our services revenues from maintenance and repair services for equipment that we rent or sell and from customers' owned equipment. Our other revenues relate primarily to ancillary charges associated with equipment maintenance and repair services.

Principal Costs and Expenses

Our largest expenses are rental expenses, rental depreciation, rental other expenses, the costs associated with the used equipment we sell, the costs to purchase new equipment and costs associated with parts sales and services, all of which are included in cost of revenues. For the three months ended March 31, 2025, our total cost of revenues was $195.9 million. Our operating expenses consist principally of selling, general and administrative expenses (“SG&A”). For the three months ended March 31, 2025, our SG&A expenses were $111.6 million. In addition, we have transaction expenses related to the Herc Merger and interest expense primarily related to our debt instruments. Operating expenses and all other income and expense items below the gross profit line of our Condensed 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 potential outcomes of such matters.

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 aerial work platforms over a ten year estimated useful life, earthmoving equipment over a five year estimated useful life with a 25% salvage value, and material handling equipment 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 repairing and maintaining our rental equipment, property taxes on our fleet and other miscellaneous costs of owning rental equipment.

Rental Other. Rental other expenses consist primarily of equipment support activities that we provide our customers in connection with renting equipment, such as hauling services, damage waiver policies, environmental fees and other recovery fees.

Sales of Rental Equipment. Cost of rental equipment sold primarily consists of the net book value of rental equipment sold from our rental fleet.

Sales of New Equipment. Cost of new equipment sold primarily consists of the equipment cost of the new equipment that is sold.

Parts, Service and Other. Cost of parts sales represents costs attributable to the sale of parts used in the maintenance and repair of equipment on-rent by customers and directly to customers for their owned equipment. Cost of services revenues represents costs attributable to service provided for the maintenance and repair of equipment on-rent by customers and of customer-owned equipment. Our other expenses include costs associated with ancillary charges associated with equipment maintenance and repair services.

Selling, General and Administrative Expenses

Our SG&A expenses include sales and marketing expenses, payroll and related benefit costs, including stock compensation expense, insurance expenses, professional fees, rent and other occupancy costs, property and other taxes, administrative overhead, acquisition costs, depreciation associated with property and equipment (other than rental equipment) and amortization expense associated with intangible assets. These expenses are not generally allocated to our reportable segments.

 

24


 

Interest Expense

Interest expense for the periods presented represents the interest on our outstanding debt instruments, including aggregate amounts outstanding under our revolving $750.0 million senior secured credit facility (the “Credit Facility”), our $1.25 billion, 3.875% senior unsecured notes due 2028 (the “Senior Unsecured Notes”) and finance lease obligations. 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 and available borrowings under the Credit Facility as the primary sources of funds to purchase new equipment and to fund working capital and capital expenditures, growth and expansion opportunities (see also “Liquidity and Capital Resources” below). The management of our working capital is closely tied to operating cash flows, as working capital can be impacted by, among other things, our accounts receivable activities, the level of equipment inventory, 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 total assets is our rental fleet equipment. The net book value of our rental equipment at March 31, 2025 was $1.8 billion, or approximately 65.5% of our total assets. Our rental fleet as of March 31, 2025 consisted of 63,014 units having an original acquisition cost (which we define as the cost originally paid to manufacturers) of approximately $2.9 billion. As of March 31, 2025, our rental fleet composition was as follows (dollars in millions):




 

 

Units

 

 

% of
Total
Units

 

 

Original
Acquisition
Cost

 

 

% of
Original
Acquisition
Cost

 

 

Average
Age in
Months

 

Aerial Work Platforms

 

 

28,454

 

 

 

45.2

%

 

$

970.1

 

 

 

33.2

%

 

 

54.4

 

Earthmoving

 

 

8,424

 

 

 

13.4

%

 

 

726.4

 

 

 

24.8

%

 

 

33.9

 

Material Handling Equipment

 

 

10,272

 

 

 

16.3

%

 

 

850.6

 

 

 

29.1

%

 

 

45.6

 

Other

 

 

15,864

 

 

 

25.1

%

 

 

379.0

 

 

 

12.9

%

 

 

26.7

 

Total

 

 

63,014

 

 

 

100.0

%

 

$

2,926.1

 

 

 

100.0

%

 

 

43.2

 

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 as part of our fleet management strategy. The mix and age of our rental fleet, as well as our cash flows, are impacted by sales of rental equipment, which are influenced by used equipment pricing at the retail and secondary auction market levels, the demand for our rental fleet, the availability of new equipment and the capital expenditures to acquire fleet. 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, our rental fleet is well-maintained.

The original acquisition cost of our gross rental fleet decreased by approximately $18.2 million, or 0.6%, for the three months ended March 31, 2025 when compared to December 31, 2024. The average age of our rental fleet equipment increased by approximately 1.5 months for the three months ended March 31, 2025 when compared to December 31, 2024. Our average rental rates for the three months ended March 31, 2025 were approximately 2.0% lower than the same period last year (see further discussion on rental rates in “Results of Operations” below).

The rental equipment mix among our core product lines for the three months ended March 31, 2025 was largely consistent with that of the prior year comparable period as a percentage of total units available for rent and as a percentage of original acquisition cost.

Principal External Factors that Affect our Businesses

We are subject to a number of external factors that may adversely affect our businesses. These factors, and other factors, are discussed below and under the heading “Forward-Looking Statements,” and in Item 1A—Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024.

Economic downturns. The demand for our products is dependent on the general economy, which is in turn affected by geopolitical conditions, the stability of the global credit markets, inflationary pressures, increasing interest rates, the conditions of the industries in which our customers operate or serve, and other factors. Downturns in the general economy

 

25


 

or in the construction and industrial markets, as well as adverse credit market conditions, can cause demand for our products to materially decrease. Our operations are also impacted by global economic conditions, including inflation, increased interest rates and supply chain constraints. We have experienced and may continue to experience inflationary pressures, including but not limited to cost increases related to equipment, fuel, labor costs and hauling expenses that we attempt to mitigate through pricing and productivity initiatives.
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 rent or buy equipment. Accordingly, our business is impacted by fluctuations in customers’ spending levels and seasonality, as discussed in Item 1—Business in our Annual Report on Form 10-K for the year ended December 31, 2024.
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, the price of materials, supply chain disruptions, labor shortages, interest rates and other general economic trends impacting the industries in which our customers and end users operate. As our customers adjust their activity and spending levels in response to these external factors, our rentals and sales of equipment to those customers will be impacted.
Climate Change and ESG Regulations. Our facilities and operations are subject to comprehensive and frequently changing federal, state and local environmental and occupational health and safety laws. We have made, and will continue to make, capital and other expenditures to comply with environmental requirements. While we do not currently anticipate any material adverse effect on our business, financial condition or competitive position as a result of our efforts to comply with such requirements, new or more stringent laws or regulations regarding in environmental and worker health and safety laws could affect our operations and increase our operational and compliance expenditures. It is also possible that liabilities from newly-discovered non-compliance or contamination could have a material adverse effect on our business, financial condition and results of operations. Finally, it is also possible that the increased regulatory uncertainty could increase the cost of compliance due to tension with conflicting federal, state and local regulations, and could thus have a material adverse effect on our business, financial condition and results of operations. For a more detailed discussion of such factors, see Item 1—Business and Item 1A—Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024.
Regulatory Uncertainty at the Federal Level. Significant changes or developments in U.S. laws and policies, such as laws and policies surrounding international trade, foreign affairs, environmental impact, and diversity and inclusion, among others, could materially adversely affect our business and financial condition.

Results of Operations

The tables included in the period-to-period comparisons below provide summaries of our revenues and gross profits for the three months ended March 31, 2025 and 2024. The period-to-period comparisons of our financial results are not necessarily indicative of future results.

 

26


 

Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024

Revenues.

 

 

Three Months Ended

 

 

Total

 

 

Total

 

 

 

March 31,

 

 

Dollar

 

 

Percentage

 

 

 

2025

 

 

2024

 

 

Increase
(Decrease)

 

 

Increase
(Decrease)

 

 

 

(in thousands, except percentages)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

 

 

 

 

 

 

 

 

 

 

 

Rentals

 

$

242,871

 

 

$

261,741

 

 

$

(18,870

)

 

 

(7.2

)%

Rentals other

 

 

31,161

 

 

 

33,584

 

 

 

(2,423

)

 

 

(7.2

)%

Total equipment rentals

 

 

274,032

 

 

 

295,325

 

 

 

(21,293

)

 

 

(7.2

)%

Sales of rental equipment

 

 

23,919

 

 

 

48,115

 

 

 

(24,196

)

 

 

(50.3

)%

Sales of new equipment

 

 

7,425

 

 

 

10,412

 

 

 

(2,987

)

 

 

(28.7

)%

Parts, service and other

 

 

14,079

 

 

 

17,505

 

 

 

(3,426

)

 

 

(19.6

)%

Total revenues

 

$

319,455

 

 

$

371,357

 

 

$

(51,902

)

 

 

(14.0

)%

 

Total Revenues. Our total revenues were approximately $319.5 million for the three months ended March 31, 2025 compared to $371.4 million for the three months ended March 31, 2024, a decrease of $51.9 million, or 14.0%. Revenues of our business activities are further discussed below.

Equipment Rental Revenues. Our total revenues from equipment rentals for the three months ended March 31, 2025 decreased approximately $21.3 million, or 7.2%, to $274.0 million from $295.3 million in the three months ended March 31, 2024. The decreased equipment rental revenues were largely due to decreased utilization and decreased rental rates, primarily due to increased workforce turnover as a result of the Merger, as compared to the prior year. See Rentals and Rentals Other below for additional information.

Rentals: Rental revenues decreased $18.9 million, or 7.2%, to $242.9 million for the three months ended March 31, 2025 compared to $261.7 million for the three months ended March 31, 2024. Rental revenues on material handling equipment decreased $5.1 million, earthmoving equipment decreased $5.0 million, aerial work platform equipment decreased $4.5 million and other equipment decreased $4.2 million. Our average rental rates for the three months ended March 31, 2025 decreased 2.0% compared to the same three months last year and decreased approximately 1.3% from the three months ended December 31, 2024. Our average rental rates do not include the impact of acquisitions completed within the last twelve months. Rental equipment dollar utilization (annual rental revenues divided by the average original rental fleet equipment costs) for the three months ended March 31, 2025 was 33.1% compared to 37.0% in the three months ended March 31, 2024, a decrease of 3.9%. The decrease in comparative rental equipment dollar utilization was the result of a decrease in equipment rental equipment time utilization and a decrease in equipment rental rates. Rental equipment time utilization as a percentage of original equipment cost was approximately 60.3% for the three months ended March 31, 2025 compared to 63.6% in the three months ended March 31, 2024, a decrease of 3.3%.

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 months ended March 31, 2025 were $31.2 million compared to $33.6 million for the three months ended March 31, 2024, a decrease of approximately $2.4 million, or 7.2%.

Sales of Rental Equipment Revenues. Our sales of rental equipment decreased $24.2 million, or 50.3%, to $23.9 million for the three months ended March 31, 2025, from approximately $48.1 million for the same three months in 2024. This decrease is reflective of our fleet management strategy. Sales of used earthmoving equipment, used aerial work platform equipment, used other and used material handling equipment decreased $8.3 million, $8.0 million, $4.2 million and $3.7 million, respectively.

Sales of New Equipment Revenues. Our sales of new equipment for the three months ended March 31, 2025 decreased $3.0 million, or 28.7%, to $7.4 million from $10.4 million for the three months ended March 31, 2024. Sales of new material handling equipment, new earthmoving equipment and new aerial work platform equipment decreased $1.2 million, $0.7 million and $0.5 million, respectively.

Parts, Service and Other Revenues. Our parts, service and other revenues for the three months ended March 31, 2025 decreased $3.4 million, or 19.6%, to $14.1 million from approximately $17.5 million for the same three months last year.

 

27


 

Gross Profit.

 

 

Three Months Ended

 

 

Total

 

 

Total

 

 

 

March 31,

 

 

Dollar

 

 

Percentage

 

 

 

2025

 

 

2024

 

 

Increase
(Decrease)

 

 

Increase
(Decrease)

 

 

 

(in thousands, except percentages)

 

Gross Profit (Loss):

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

 

 

 

 

 

 

 

 

 

 

 

Rentals

 

$

105,921

 

 

$

126,936

 

 

 

(21,015

)

 

 

(16.6

)%

Rentals other

 

 

(1,125

)

 

 

961

 

 

 

(2,086

)

 

 

(217.1

)%

Total equipment rentals

 

 

104,796

 

 

 

127,897

 

 

 

(23,101

)

 

 

(18.1

)%

Sales of rental equipment

 

 

14,116

 

 

 

30,286

 

 

 

(16,170

)

 

 

(53.4

)%

Sales of new equipment

 

 

1,402

 

 

 

1,773

 

 

 

(371

)

 

 

(20.9

)%

Parts, service and other

 

 

3,280

 

 

 

4,909

 

 

 

(1,629

)

 

 

(33.2

)%

Total gross profit

 

$

123,594

 

 

$

164,865

 

 

$

(41,271

)

 

 

(25.0

)%

 

Total Gross Profit. Our total gross profit was $123.6 million for the three months ended March 31, 2025 compared to $164.9 million for the same three months in 2024, a decrease of $41.3 million, or 25.0%. Total gross profit margin for the three months ended March 31, 2025 was approximately 38.7%, a decrease of 5.7% from the 44.4% gross profit margin for the same three months in 2024. Gross profits and gross margins of our business activities are further described below.

Equipment Rentals Gross Profit. Our total gross profit from equipment rentals for the three months ended March 31, 2025 decreased approximately $23.1 million, or 18.1%, to $104.8 million from $127.9 million in the same three months in 2024. Total gross profit margin from equipment rentals for the three months ended March 31, 2025 was approximately 38.2% compared to 43.3% for the same period in 2024, a decrease of approximately 5.1%. See Rentals and Rentals Other below for additional information.

Rentals: Rental revenues gross profit decreased $21.0 million, or 16.6%, to $105.9 million for the three months ended March 31, 2025 compared to $126.9 million for the same three months in 2024. The decreased gross profit was the result of decreased rental revenues of $18.9 million for the three months ended March 31, 2025 compared to the same period last year, a $3.6 million increase in rental equipment depreciation expense and partially offset by a $1.4 million decrease in rental expenses. The increase in depreciation expense is primarily due to a larger fleet size in the current year as compared to the prior year. Our fleet size, based on original equipment cost, at March 31, 2025 was $108.1 million, or 3.8%, larger than our fleet size at March 31, 2024. Gross profit margin on equipment rentals for the three months ended March 31, 2025 was approximately 43.6% compared to 48.5% for the same period in 2024, a decrease of 4.9%. Depreciation expense was 39.1% of equipment rental revenues for the three months ended March 31, 2025 compared to 34.9% for the same period in 2024, an increase of approximately 4.2%. As a percentage of revenues, rental expenses were 17.3% for the three months ended March 31, 2025 compared to 16.6% for the same period last year, an increase of 0.7%.

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 months ended March 31, 2025 was $1.1 million compared to a gross profit of $1.0 million for the same period in 2024, a decrease of $2.1 million. The gross loss margin was 3.6% for the three months ended March 31, 2025 compared to a gross profit margin of 2.9% for the same period last year.

Sales of Rental Equipment Gross Profit. Our sales of rental equipment gross profit for the three months ended March 31, 2025 decreased $16.2 million, or 53.4%, to $14.1 million from $30.3 million in the same period in 2024, as sales of rental equipment decreased $24.2 million. Gross profit margin on sales of rental equipment for the three months ended March 31, 2025 was approximately 59.0%, down 3.9% from 62.9% for the same three months in 2024, primarily as a result of lower gross margins across aerial work platform sales. Our sales from rental fleet were approximately 244.1% and 272.5% of net book value for the three months ended March 31, 2025 and 2024, respectively.

Sales of New Equipment Gross Profit. Our sales of new equipment gross profit for the three months ended March 31, 2025 decreased $0.4 million, or 20.9%, to $1.4 million compared to $1.8 million for the same three months in 2024 on sales of new equipment which decreased $3.0 million. Gross profit margin on sales of new equipment was 18.9% for the three months ended March 31, 2025, compared to 17.0% for the same period last year, an increase of 1.9%.

Parts, Service and Other Gross Profit. Our parts, service and other revenues gross profit for the three months ended March 31, 2025 was approximately $3.3 million, a decrease of $1.6 million from gross profit of $4.9 million for the same period last year, on parts, service and other revenues that decreased $3.4 million. Gross profit margin for the three months ended March 31, 2025 was 23.3% compared to 28.0% for the same three months last year, a decrease of 4.7%.

 

28


 

Selling, General and Administrative Expenses. SG&A expenses decreased $2.7 million, or 2.4%, to $111.6 million for the three months ended March 31, 2025 compared to $114.3 million for the three months ended March 31, 2024. Facility expenses increased $1.9 million while liability insurance costs and depreciation and amortization expenses both increased $1.3 million. Offsetting these increases, employee salaries, wages, payroll taxes and other employee related expenses decreased $4.9 million due to decreased headcount. Approximately $7.7 million of comparative incremental SG&A expenses in the three months ended March 31, 2025 was attributable to expansion efforts since January 1, 2024 with less than three months of comparable operations in either or both of the three months ended March 31, 2025 and 2024. SG&A expenses as a percentage of total revenues for the three months ended March 31, 2025 and 2024 were 34.9% and 30.8%, respectively, an increase of 4.1%.

Transaction Expenses. For the three months ended March 31, 2025, our transaction expenses related to the Herc Merger amounted to $9.8 million.

Other Income (Expense). For the three months ended March 31, 2025, our net other expenses decreased approximately $2.8 million to $14.0 million compared to $16.8 million for the same three months in 2024. Interest expense was $16.0 million and $18.4 million for the three months ended March 31, 2025 and 2024, respectively.

Income Taxes. We recorded an income tax benefit of $2.0 million for the three months ended March 31, 2025 compared to an income tax expense of $9.3 million for the three months ended March 31, 2024. Our effective income tax rate for the three months ended March 31, 2025 was 24.1% compared to 26.5% for the same period in 2024. 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, 2025 are fully realizable through future reversals of existing taxable temporary differences and future taxable income. For the three months ended March 31, 2025, we have a $0.6 million valuation allowance for certain state tax credits that may not be realized.

Liquidity and Capital Resources

Cash Flow from Operating Activities. For the three months ended March 31, 2025, the cash provided by our operating activities was $97.8 million. Our reported net loss of $6.2 million, when adjusted for non-cash income and expense items, such as depreciation and amortization (including net amortization (accretion) of note discount (premium)), deferred income taxes, non-cash operating lease expense, 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 $86.4 million. These cash flows from operating activities were also positively impacted by a $35.8 million decrease in receivables. Partially offsetting these positive cash flows were a $10.6 million decrease in accrued expenses payable and other liabilities, a $10.5 million increase in prepaid expenses and other assets and a $3.3 million decrease in accounts payable.

For the three months ended March 31, 2024, the cash provided by our operating activities was $83.4 million. Our reported net income of $25.9 million, when adjusted for non-cash income and expense items, such as depreciation and amortization (including net amortization (accretion) of note discount (premium)), deferred income taxes, non-cash operating lease expense, 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 $115.3 million. These cash flows from operating activities were also positively impacted by a $6.3 million decrease in receivables, a $4.8 million increase in accrued expenses payable and other liabilities and a $1.4 million increase in accounts payable. Partially offsetting these positive cash flows were a $34.0 million increase in inventories due to increases in equipment purchases, a $9.8 million increase in prepaid expenses and other assets and a $0.7 million decrease in manufacturing flooring plans payable.

Cash Flow from Investing Activities. For the three months ended March 31, 2025, our net cash used in our investing activities was $3.6 million. Purchases of rental and non-rental equipment were $30.0 million and proceeds from the sale of rental and non-rental equipment were $26.5 million.

For the three months ended March 31, 2024, our net cash used in our investing activities was $142.3 million. The aggregate cumulative cash consideration paid for the acquisition of Precision was approximately $121.6 million; see additional information on the acquisition in Note 3 to our Consolidated Financial Statements. Purchases of rental and non-rental equipment were $70.2 million and proceeds from the sale of rental and non-rental equipment were $49.5 million.

Cash Flow from Financing Activities. For the three months ended March 31, 2025, net cash used in our financing activities was $100.3 million. Dividends paid totaled $10.1 million, or $0.275 per common share, and treasury stock purchases totaled $5.3 million. Borrowings on our senior secured credit facility amounted to $291.2 million while payments on the facility amounted to $376.1 million.

For the three months ended March 31, 2024, net cash provided by our financing activities was $59.5 million. Dividends paid totaled $10.0 million, or $0.275 per common share, and treasury stock purchases totaled $3.4 million. Borrowings on our senior secured credit facility amounted to $587.6 million while payments on the facility amounted to $514.6 million.

 

29


 

Senior Unsecured Notes

On December 14, 2020, we completed the offering of our Senior Unsecured Notes of $1.25 billion. No principal payments on the Senior Unsecured Notes are due until their scheduled maturity date of December 15, 2028.

The Senior Unsecured Notes were issued by H&E Equipment Services, Inc. (the parent company) and are guaranteed by GNE Investments, Inc. and its wholly-owned subsidiaries Great Northern Equipment, Inc., H&E Equipment Services (California), LLC, H&E California Holding, Inc., H&E Equipment Services (Midwest), Inc., H&E Equipment Services (Mid-Atlantic), Inc. and H&E Finance Corp (collectively, the guarantor subsidiaries). 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. There are no registration rights associated with the notes or the subsidiary guarantees.

Senior Secured Credit Facility

We and our subsidiaries are parties to a $750.0 million senior secured credit facility (our “Credit Facility”) with Wells Fargo Bank, National Association as administrative agent, and the lenders named therein. At March 31, 2025, we had $114.5 million borrowed under the Credit Facility and we could borrow up to $620.7 million, which with cash on hand amounted to a liquidity position of $631.0 million. We did not have any covenant violations related to the Credit Facility. At April 22, 2025, we had borrowings of $95.4 million outstanding under our Credit Facility leaving us with borrowing availability of $639.8 million, as a result of $14.8 million letters of credit outstanding under the facility.

Cash Requirements Related to Operations

Our principal sources of liquidity have been from cash provided by operating activities and the revenue from our rental operations and sales of rental fleet and new equipment, proceeds from the issuance of debt, and borrowings available under the Credit Facility. As of March 31, 2025, the Company held balances of cash totaling $10.3 million. As of December 31, 2024, the Company held balances of cash totaling $16.4 million. Our principal uses of cash historically have been to fund operating activities and working capital, purchases of rental fleet equipment, inventory and property and equipment, opening new branch locations, 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 branch locations.

The amount of our future capital expenditures will depend on a number of factors including general economic conditions and growth prospects, in addition to the consummation of the Merger. 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. The condensed consolidated statements of cash flows include the payments for purchases of rental fleet, but does not reflect gross rental fleet capital expenditures which include items such as non-cash components. Our gross rental fleet capital expenditures for the three months ended March 31, 2025 and 2024 were approximately $31.1 million and $74.4 million, respectively. This decrease in rental fleet capital expenditures is primarily related to our fleet management strategy and the upcoming Herc Merger. Our gross property and equipment capital expenditures for the three months ended March 31, 2025 and 2024 were $16.6 million and $39.1 million, respectively.

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 Unsecured 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, both in the short-term (over the next 12 months) and beyond. As noted earlier, at March 31, 2025, we had cash on hand of approximately $10.3 million. At March 31, 2025, we also had available borrowings of $620.7 million, net of $14.8 million of outstanding letters of credit and at March 31, 2024, we had available borrowings of $483.0 million, net of $12.3 million of outstanding letters of credit. At April 22, 2025, we had $639.8 million of available borrowings under the Credit Facility, net of a $14.8 million of outstanding letters of credit.

Quarterly Dividend

On February 7, 2025, the Company announced a quarterly dividend of $0.275 per share to stockholders of record, which was paid on February 24, 2025, totaling approximately $10.1 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.

 

30


 

 

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 (a) the Base Rate plus an applicable margin of 0.25% to 0.75%, depending on the Average Availability (as defined in the Credit Facility), in the case of index rate revolving loans and (b) SOFR plus a credit spread adjustment and an applicable margin of 1.25% to 1.75%, depending on the Average Availability (as defined in the Credit Facility), in the case of SOFR revolving loans.

With the exception of the above, there have been no significant changes in our exposure to market risk during the three months ended March 31, 2025. For an additional discussion of our exposure to market risk, refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure.

Our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively) have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a‑15(e) and 15d-15(e) promulgated under the Exchange Act) 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, 2025, 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 months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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, including claims for which we retain portions of the losses through the application of deductibles and self-insured retentions, or self-insurance, and claims arising from the upcoming Herc Merger Agreement. Losses that exceed our deductibles and self-insured retentions are insured through various commercial lines of insurance policies.

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, 2024, which could materially affect our business, financial condition or future results.

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes with respect to the Company’s risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

 

31


 

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

The following table summarizes the share purchase activity for the three months ended March 31, 2025:

Issuer Purchases of Equity Securities

Period

 

Total Number of Shares Purchased

 

 

Average Price Per Share

 

 

Total Number of Shares Purchased as Part of a Publicly Announced Plan

 

 

Maximum Number of Shares That May Yet Be Purchased Under the Plan

 

January 1-31, 2025

 

 

 

 

 

 

 

 

 

 

 

 

February 1-28, 2025

 

 

54,203

 

(1)

$

98.14

 

 

 

 

 

 

 

March 1-31, 2025

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

54,203

 

 

$

98.14

 

 

 

 

 

$

 

(1)
On December 31, 2024, 119,281 restricted stock units, which were granted in 2022, vested and the underlying shares were subsequently issued on February 21, 2025, at $98.14 per share. Holders of those shares returned an aggregate of 54,203 shares of common stock to the Company during the quarter ended March 31, 2025 as payment for their respective withholding taxes. This resulted in an addition of 54,203 shares to treasury stock.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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 with Embedded Linkbase Documents (filed herewith).

 

 

 

104

 

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

 

 

32


 

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: April 29, 2025

By:

/s/ Bradley W. Barber

 

 

Bradley W. Barber

Chief Executive Officer and Director

(Principal Executive Officer)

 

 

 

Dated: April 29, 2025

By:

/s/ Leslie S. Magee

 

 

Leslie S. Magee

Chief Financial Officer and Secretary

(Principal Financial and Accounting Officer)

 

33


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 controls 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: April 29, 2025

By:

/s/ Bradley W. Barber

 

 

Bradley W. Barber

Chief Executive Officer and Director

(Principal Executive Officer)

 


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 controls 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: April 29, 2025

By:

/s/ Leslie S. Magee

 

 

Leslie S. Magee

Chief Financial Officer and Secretary

(Principal Financial Officer)

 


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 ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bradley W. Barber, Chief Executive Officer and Director 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: April 29, 2025

By:

/s/ Bradley W. Barber

 

 

Bradley W. Barber

Chief Executive Officer and Director

(Principal Executive Officer)

 

 

 

Dated: April 29, 2025

By:

/s/ Leslie S. Magee

 

 

Leslie S. Magee

Chief Financial Officer and Secretary

(Principal Financial Officer)

 


v3.25.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2025
Apr. 22, 2025
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Mar. 31, 2025  
Document Fiscal Year Focus 2025  
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   36,666,584
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Shell Company false  
Title of 12(b) Security Common Stock, par value $0.01 per share  
Security Exchange Name NASDAQ  
Entity File Number 000-51759  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 81-0553291  
Entity Address, Address Line One 7500 Pecue Lane  
Entity Address, City or Town Baton Rouge  
Entity Address, State or Province LA  
Entity Address, Postal Zip Code 70809  
City Area Code 225  
Local Phone Number 298-5200  
Document Transition Report false  
Document Quarterly Report true  
v3.25.1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Mar. 31, 2025
Dec. 31, 2024
ASSETS    
Cash and cash equivalents $ 10,322 $ 16,413
Receivables, net of allowance for doubtful accounts of $8,873 and $9,435, respectively 213,001 248,643
Inventories, net of reserves for obsolescence of $271 and $180, respectively 12,871 12,976
Prepaid expenses and other assets 21,699 11,214
Rental equipment, net of accumulated depreciation of $1,170,645 and $1,112,196, respectively 1,753,700 1,841,855
Property and equipment, net of accumulated depreciation and amortization of $217,523 and $211,682, respectively 246,773 242,626
Operating lease right-of-use assets, net of accumulated amortization of $99,608 and $94,892, respectively 216,888 215,990
Finance lease right-of-use assets, net of accumulated amortization of $918 and $790, respectively 3,626 3,753
Deferred financing costs, net of accumulated amortization of $19,017 and $18,735, respectively 3,198 3,480
Intangible assets, net of accumulated amortization of $38,687 and $36,089, respectively 60,813 63,411
Goodwill 135,169 135,169 [1]
Total assets 2,678,060 2,795,530
Liabilities:    
Senior secured credit facility 114,473 199,304
Accounts payable 45,023 45,149
Accrued expenses payable and other liabilities 88,810 94,856
Dividends payable 214 400
Senior unsecured notes, net of unaccreted discount of $4,342 and $4,635 and deferred financing costs of $1,003 and $1,070, respectively 1,244,655 1,244,295
Operating lease liabilities 241,864 239,641
Finance lease liabilities 3,912 4,007
Deferred income taxes 335,227 345,398
Total liabilities 2,074,178 2,173,050
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; 41,203,382 and 41,086,358 shares issued at March 31, 2025 and December 31, 2024, respectively, and 36,667,685 and 36,604,864 shares outstanding at March 31, 2025 and December 31, 2024, respectively 412 411
Additional paid-in capital 275,974 273,163
Treasury stock at cost, 4,535,697 and 4,481,494 shares of common stock held at March 31, 2025 and December 31, 2024, respectively (87,117) (81,798)
Retained earnings 414,613 430,704
Total stockholders’ equity 603,882 622,480
Total liabilities and stockholders’ equity $ 2,678,060 $ 2,795,530
[1] The total carrying amount of goodwill as of December 31, 2023, December 31, 2024 and March 31, 2025 is reflected net of $98.4 million of accumulated impairment charges.
v3.25.1
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Mar. 31, 2025
Dec. 31, 2024
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts receivables $ 8,873 $ 9,435
Reserves for obsolescence inventories 271 180
Accumulated depreciation, rental equipment 1,170,645 1,112,196
Accumulated depreciation and amortization, property and equipment 217,523 211,682
Accumulated amortization, operating lease right-of-use assets 99,608 94,892
Accumulated amortization, financing lease right-of-use assets 918 790
Accumulated amortization, deferred financing costs 19,017 18,735
Accumulated amortization, intangible assets 38,687 36,089
Unaccreted discount, net 4,342 4,635
Deferred financing costs $ 1,003 $ 1,070
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 41,203,382 41,086,358
Common stock, shares outstanding 36,667,685 36,604,864
Treasury stock, shares 4,535,697 4,481,494
v3.25.1
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Revenues:    
Revenues $ 319,455 $ 371,357
Cost of revenues:    
Cost of revenues 195,861 206,492
Gross profit 123,594 164,865
Selling, general and administrative expenses 111,581 114,278
Transaction expenses 9,791 0
Gain on sales of property and equipment, net 3,623 1,433
Income (loss) from operations 5,845 52,020
Other income (expense):    
Interest expense (15,997) (18,366)
Other, net 1,978 1,552
Total other expense, net (14,019) (16,814)
Income (loss) from operations before provision (benefit) for income taxes (8,174) 35,206
Provision (benefit) for income taxes (1,966) 9,317
Net income (loss) $ (6,208) $ 25,889
Net income (loss) per common share:    
Basic $ (0.17) $ 0.72
Diluted $ (0.17) $ 0.71
Weighted average common shares outstanding:    
Basic 36,362 36,196
Diluted 36,362 36,562
Equipment Rentals [Member]    
Revenues:    
Revenues $ 274,032 $ 295,325
Cost of revenues:    
Cost of revenues 169,236 167,428
Equipment Rentals [Member] | Rental Depreciation [Member]    
Cost of revenues:    
Cost of revenues 94,952 91,398
Equipment Rentals [Member] | Rental Expense [Member]    
Cost of revenues:    
Cost of revenues 41,998 43,407
Equipment Rentals [Member] | Rentals Other [Member]    
Cost of revenues:    
Cost of revenues 32,286 32,623
Sales of Rental Equipment [Member]    
Revenues:    
Revenues 23,919 48,115
Cost of revenues:    
Cost of revenues 9,803 17,829
Sales of New Equipment [Member]    
Revenues:    
Revenues 7,425 10,412
Cost of revenues:    
Cost of revenues 6,023 8,639
Parts, Service and Other [Member]    
Revenues:    
Revenues 14,079 17,505
Cost of revenues:    
Cost of revenues $ 10,799 $ 12,596
v3.25.1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Dec. 31, 2024
Cash flows from operating activities:      
Net income (loss) $ (6,208) $ 25,889  
Adjustments to reconcile net income (loss) to net cash provided by operating activities:      
Depreciation and amortization of property and equipment 13,119 10,413  
Depreciation of rental equipment 94,952 91,398  
Amortization of finance lease right-of-use assets 128 87  
Amortization of intangible assets 2,598 2,487  
Amortization of deferred financing costs 349 350  
Accretion of note discount, net of premium amortization 293 293  
Non-cash operating lease expense 4,716 5,675  
Provision for inventory obsolescence 92 0  
Provision for losses on accounts receivable 1,442 1,349  
Deferred income taxes (10,171) 5,278  
Stock-based compensation expense 2,811 3,788  
Gain from sales of property and equipment, net (3,623) (1,433)  
Gain from sales of rental equipment, net (14,109) (30,265)  
Changes in operating assets and liabilities:      
Receivables 35,771 6,266  
Inventories 13 (33,965)  
Prepaid expenses and other assets (10,485) (9,803)  
Accounts payable (3,289) 1,399  
Manufacturer flooring plans payable 0 (694)  
Accrued expenses payable and other liabilities (10,600) 4,838  
Net cash provided by operating activities 97,799 83,350  
Cash flows from investing activities:      
Acquisition of business 0 (121,571)  
Purchases of property and equipment (16,613) (39,137)  
Purchases of rental equipment (13,422) (31,059)  
Proceeds from sales of property and equipment 2,559 1,669  
Proceeds from sales of rental equipment 23,900 47,809  
Net cash used in investing activities (3,576) (142,289)  
Cash flows from financing activities:      
Borrowings on senior secured credit facility 291,245 587,605  
Payments on senior secured credit facility (376,076) (514,610)  
Dividends paid (10,069) (10,029)  
Purchases of treasury stock (5,319) (3,390)  
Payments of deferred financing costs 0 0  
Payments of finance lease obligations (95) (61)  
Net cash provided by (used in) financing activities (100,314) 59,515  
Net increase (decrease) in cash (6,091) 576  
Cash, beginning of period 16,413 8,500 $ 8,500
Cash, end of period 10,322 9,076 $ 16,413
Non-cash asset purchases:      
Rental fleet in accounts payable and accrued expenses payable and other liabilities 3,165 0  
Assets transferred from inventory to rental fleet 0 43,330  
Purchases of property and equipment included in accrued expenses payable and other liabilities 1,160 (1,970)  
Operating lease assets obtained in exchange for new operating lease liabilities 5,614 15,311  
Cash paid during the period for:      
Interest 3,726 4,355  
Income taxes paid, net of refunds received $ 10,501 $ (208)  
v3.25.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Pay vs Performance Disclosure    
Net Income (Loss) $ (6,208) $ 25,889
v3.25.1
Insider Trading Arrangements
3 Months Ended
Mar. 31, 2025
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.1
Organization and Nature of Operations
3 Months Ended
Mar. 31, 2025
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, H&E Equipment Services (Midwest), Inc. and H&E Equipment Services (Mid-Atlantic), Inc., collectively referred to herein as “we”, “us”, “our” or the “Company” and doing business as “H&E Rentals”.

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, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, 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, 2024, from which the consolidated balance sheet amounts as of December 31, 2024 were derived. All significant intercompany accounts and transactions have been eliminated in these condensed consolidated financial statements.

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

Nature of Operations

Founded in 1961, H&E Equipment Services, Inc. is one of the largest rental equipment companies in the nation, serving customers at our 160 branch locations across 31 states. The Company’s fleet is comprised of aerial work platforms, earthmoving, material handling, and other general and specialty lines. H&E serves a diverse set of end markets in many high-growth geographies including branches throughout the Pacific Northwest, West Coast, Intermountain, Southwest, Gulf Coast, Southeast, Midwest and Mid-Atlantic regions.

Recent Developments

On February 19, 2025, we entered into an Agreement and Plan of Merger with Herc Holdings Inc., a Delaware corporation (“Herc”) and HR Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Herc (“Merger Sub”), pursuant to which Merger Sub agreed to commence an exchange offer (the “Offer”), to purchase all of the issued and outstanding shares of our common stock for the consideration described below, following which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Herc (the “Merger” and, collectively, the “Transactions”).

The price per share of common stock in the Offer is a combination of cash and Herc common stock, consisting of (i) $78.75 in cash, without interest, less any applicable withholding of taxes, and (ii) a fixed exchange ratio of 0.1287 shares of Herc common stock, without interest, per share.

The Transactions are expected to close mid-year 2025. The Transactions are subject to customary closing conditions, including a minimum tender of at least one share more than 50 percent of then-outstanding common shares, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and approval for listing on the New York Stock Exchange (“NYSE”) of Herc’s common stock to be issued in the Offer and Merger.

v3.25.1
Significant Accounting Policies
3 Months Ended
Mar. 31, 2025
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, 2024. During the three months ended March 31, 2025, 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

We recognize revenue in accordance with two different Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) standards: 1) Topic 606 and 2) Topic 842.

Under Topic 606, Revenue from Contracts with Customers, revenue is recognized when control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Revenue 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.

Under Topic 842, Leases, we account for equipment rental contracts as operating leases. We recognize revenue from equipment rentals in the period earned, regardless of the timing of billing to customers. A rental contract includes rates for daily, weekly or monthly use, and rental revenues are earned on a daily basis as rental contracts remain outstanding. Because the rental contracts can extend across multiple reporting periods, we record unbilled rental revenues and deferred rental revenues at the end of reporting periods so rental revenues earned is appropriately stated for the periods presented.

In the table below, revenues as presented in our Condensed Consolidated Statement of Operations for the three months ended March 31, 2025 and 2024 are summarized by type and by the applicable accounting standard.

 

 

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

 

 

Topic 842

 

 

Topic 606

 

 

Total

 

 

Topic 842

 

 

Topic 606

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned equipment rentals

 

$

236,026

 

 

$

85

 

 

$

236,111

 

 

$

253,298

 

 

$

122

 

 

$

253,420

 

Re-rent revenue

 

 

6,760

 

 

 

 

 

 

6,760

 

 

 

8,321

 

 

 

 

 

 

8,321

 

Ancillary and other rental revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Delivery and pick-up

 

 

 

 

 

16,861

 

 

 

16,861

 

 

 

 

 

 

18,607

 

 

 

18,607

 

Other

 

 

14,300

 

 

 

 

 

 

14,300

 

 

 

14,977

 

 

 

 

 

 

14,977

 

Total ancillary rental revenues

 

 

14,300

 

 

 

16,861

 

 

 

31,161

 

 

 

14,977

 

 

 

18,607

 

 

 

33,584

 

Total equipment rental revenues

 

 

257,086

 

 

 

16,946

 

 

 

274,032

 

 

 

276,596

 

 

 

18,729

 

 

 

295,325

 

Sales of rental equipment

 

 

 

 

 

23,919

 

 

 

23,919

 

 

 

 

 

 

48,115

 

 

 

48,115

 

Sales of new equipment

 

 

 

 

 

7,425

 

 

 

7,425

 

 

 

 

 

 

10,412

 

 

 

10,412

 

Parts, service and other

 

 

 

 

 

14,079

 

 

 

14,079

 

 

 

 

 

 

17,505

 

 

 

17,505

 

Total revenues

 

$

257,086

 

 

$

62,369

 

 

$

319,455

 

 

$

276,596

 

 

$

94,761

 

 

$

371,357

 

 

Revenues by reporting segment are presented in Note 11 of our Condensed Consolidated Financial Statements. 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 11, 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, 2024.

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 total revenues 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.

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. For the three months ended March 31, 2025, revenue under ASC 842 represents 81% of our total revenues and an approximate corresponding percentage of our receivables, net and associated allowance for doubtful accounts. 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. Bad debt expense as a percentage of total revenues for the three months ended March 31, 2025 and 2024 was approximately 0.5% and 0.4%, respectively.

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 months ended March 31, 2025 or 2024 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. The change to the carrying amount of goodwill for the period ended December 31, 2024 is as follows (amounts in thousands). There are no changes to the carrying amount for the period ended March 31, 2025.

 

 

Equipment Rentals

 

 

Sales of Rental Eq.

 

 

Total

 

Balance at December 31, 2023 (1)

 

$

99,708

 

 

$

8,447

 

 

$

108,155

 

Increase (2)

 

 

17,536

 

 

 

 

 

 

17,536

 

Decrease (3)

 

 

(100

)

 

 

 

 

 

(100

)

Increase (4)

 

 

8,401

 

 

 

 

 

 

8,401

 

Increase (5)

 

 

651

 

 

 

 

 

 

651

 

Increase (6)

 

 

526

 

 

 

 

 

 

526

 

Balance at December 31, 2024 (1)

 

$

126,722

 

 

$

8,447

 

 

$

135,169

 

(1)
The total carrying amount of goodwill as of December 31, 2023, December 31, 2024 and March 31, 2025 is reflected net of $98.4 million of accumulated impairment charges.
(2)
Increase due to the Precision Rentals (“Precision”) Acquisition during the first quarter of 2024.
(3)
Decrease is related to the final purchase accounting adjustment of the Giffin Acquisition during the first quarter of 2024.
(4)
Increase due to Lewistown Rentals (“Lewistown”) Acquisition during the second quarter of 2024.
(5)
Increase is related to the final closing adjustment of the Precision Acquisition during the second quarter of 2024.
(6)
Increase is related to the final closing adjustment of the Lewistown Acquisition during the third quarter of 2024.

Rental Equipment

The rental equipment we purchase is recorded in rental equipment on the condensed consolidated balance sheets and is stated at cost. Due to the Company’s shift to operate as a pure-play rental company, as of the quarter ended June 30, 2024 purchases of equipment are now disaggregated between inventory and rental equipment according to classification at the time of purchase as opposed to considering all generally available for sale. Purchases of equipment designated for fleet are now recorded as rental equipment while equipment designated for sale is recorded as inventory. Rental equipment is depreciated over the estimated useful life of the equipment upon placed in service using the straight-line method and is included in rental depreciation within our condensed consolidated statements of operations. Estimated useful lives vary based upon type of equipment. Generally, we depreciate aerial work platforms over a ten year estimated useful life, earthmoving equipment over a five year estimated useful life with a 25% salvage value, and material handling equipment over a seven year estimated useful life. Attachments and other smaller type equipment are depreciated generally over a three year estimated useful life. We periodically evaluate the appropriateness of remaining depreciable

lives and any salvage value assigned to rental equipment. Depreciation expense on rental equipment is reflected in rental depreciation in cost of revenues on the Condensed Consolidated Statement of Operations.

Ordinary repair and maintenance costs and property taxes are reflected in rental expenses in cost of revenues on the Condensed Consolidated Statement of Operations. However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period incurred. When rental equipment is sold or disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gains or losses are included in gross profit in the Condensed Consolidated Statement of Operations. We receive individual offers for fleet equipment on a continual basis, at which time we perform an analysis on whether or not to accept the offer. The rental equipment is not transferred to inventory under the held for sale model as the equipment is used to generate revenues until the equipment is sold.

Recent Accounting Pronouncements

Pronouncements Not Yet Adopted

Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which is intended to improve expense disclosures, primarily by requiring disclosure of disaggregated information about certain income statement expense line items on an annual and interim basis. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 becomes effective January 1, 2027 and is not expected to have an impact on our financial statements, but will result in expanded expense disclosures.

Recently Adopted Accounting Pronouncements

Income Taxes

In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which should improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The ASU requires that public entities on an annual basis disclose specific categories in the rate reconciliation, provide additional information for reconciling items that meet a quantitative threshold and the following information about income taxes paid: the amount of income taxes paid disaggregated by federal (national), state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions. Lastly, the amendments in this ASU require that entities disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. ASU 2023-09 became effective January 1, 2025 and will result in expanded tax disclosures for the annual period ending December 31, 2025. There is no impact to our results of operations or financial condition.

Segment Reporting

On January 1, 2024 we adopted ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improved the disclosures about a public entity’s reportable segments and addresses requests for additional, more detailed information about a reportable segment’s expenses. The amendments in this ASU required disclosure of incremental segment information on an annual and interim basis for all public entities. The impact of this ASU did not have an impact on our financial statements, but resulted in expanded reportable segment disclosures.

v3.25.1
Merger and Acquisitions
3 Months Ended
Mar. 31, 2025
Business Combinations [Abstract]  
Merger and Acquisitions

(3) Merger and Acquisitions

2025 Merger

Herc Holdings Inc.

On February 19, 2025, we entered into an Agreement and Plan of Merger (the “Herc Merger Agreement”) with Herc which provides for the acquisition of the Company by Herc in a two-step transaction, consisting of an exchange offer, followed by a subsequent back-end merger. The Herc Merger Agreement, pursuant to which HR Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Herc (“Merger Sub”) agreed to commence an Offer to acquire all of the issued and outstanding shares of our common stock for (i) $78.75 in cash, and (ii) 0.1287 shares of Herc common stock for each share of our common stock (the “Offer Price”), following which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Herc (the “Merger”) (and collectively, the “Transactions”). The Transactions are expected to close mid-year 2025.

In January 2025, prior to entering into the Herc Merger Agreement, we entered into an Agreement and Plan of Merger (the “United Merger Agreement”) with United Rentals, Inc., a Delaware Corporation (“United”) and UR Merger Sub VII Corporation, a Delaware corporation and wholly owned subsidiary of United (“United Merger Sub”), pursuant to which a cash tender offer (the “United Offer”) was commenced on behalf of United to purchase all of the issued and outstanding shares of our common stock at $92.00 a share, following which United Merger Sub would merge with and into the Company, with the Company surviving as a wholly owned subsidiary of United.

In February 2025, during the pendency of the United Offer, we received a proposal from Herc (the “Herc Proposal”) to acquire all of the issued and outstanding shares of our common stock for a combination of cash and Herc common stock, consisting of (i) $78.75 in cash, and (ii) 0.1287 shares of Herc common stock for each share of our common stock. Based on Herc’s 10-day VWAP as of market close February 14, 2025, the date on which such VWAP was calculated for determining consideration in the Transactions, the combination of cash and shares offered by Herc was equal to a total value of approximately $104.89 per share. On February 16, 2025, our Board of Directors unanimously concluded that the Herc Proposal constituted a Superior Proposal (as defined in the United Merger Agreement), and on February 19, 2025, we terminated the United Merger Agreement and Herc paid United the $63.5 million termination fee pursuant to the United Merger Agreement on our behalf. Also on February 19, 2025, immediately following the termination of the United Merger Agreement, we entered into the Herc Merger Agreement which provides for the acquisition of the Company by Herc in a two-step transaction.

In February 2025, severance agreements were entered into between the Company and each of the Company’s named executive officers (each, an “NEO”) (collectively, the “Executive Severance Agreements”). The Executive Severance Agreements provide for severance payments and benefits in the event that an NEO’s employment is terminated by the Company (or its successor) without “Cause” or an NEO resigns for “Good Reason”, as defined in the agreement, in either case, within two years following a “change in control”.

The Transactions are subject to customary closing conditions, including a minimum tender of at least one share more than 50 percent of then-outstanding common shares, the expiration of the waiting period under the HSR Act, the Form S-4 filed by Herc in connection with the issuance of shares of Herc common stock in the Merger having become effective and not subject to any legal proceedings suspending such effectiveness and approval for listing on the NYSE of Herc’s common stock to be issued in the Offer and Merger.

If the Herc Merger is consummated, our common stock will be delisted from The NASDAQ Global market and deregistered under Securities Exchange Act of 1934, as amended, as promptly as practicable following the effective time of the Merger. The Herc Merger Agreement also contains certain termination rights for Herc and us and further provides that, upon termination of the Herc Merger Agreement under specified circumstances, including certain terminations in connection with an alternative business combination transaction as permitted by the terms of the Herc Merger Agreement, we will be required to pay Herc a termination fee of approximately $145 million in addition to refunding Herc for the termination fee of $63.5 million pursuant to the United Merger Agreement if the Company enters into a superior proposal based on terms included in the Herc Merger Agreement. As these transactions were executed contemporaneously, there is no impact included in the Condensed Consolidated Statement of Operations.

For the quarter ended March 31, 2025, transaction expenses amounted to $9.8 million and were included within transaction expenses on the Condensed Consolidated Statement of Operations.

2024 Acquisitions

Lewistown Rentals

Effective May 1, 2024, we completed the acquisition of Lewistown Rentals (“Lewistown”), a Lewistown, Montana-based equipment rental business and three of its affiliated rental operations in Havre, Glasgow and Great Falls, Montana. The acquisition expands our presence in the Montana market.

The aggregate cash consideration paid was approximately $33.8 million. The acquisition and related fees and expenses were funded from available cash and borrowings. Customary closing adjustments were finalized during the third quarter of 2024. The following table summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date.

 

 

$’s in thousands

 

Accounts receivable

 

$

953

 

Prepaid expenses and other assets

 

 

1

 

Rental equipment

 

 

19,047

 

Property and equipment

 

 

1,177

 

Customer relationships intangible asset (1)

 

 

3,800

 

Total identifiable assets acquired

 

 

24,978

 

Accounts payable

 

 

(79

)

Accrued expenses payable and other liabilities

 

 

(28

)

Total liabilities assumed

 

 

(107

)

Net identifiable assets acquired

 

 

24,871

 

Goodwill (2)

 

 

8,927

 

Net assets acquired

 

$

33,798

 

(1)
The following table reflects the fair values and useful lives of the acquired intangible assets:

 

 

Fair Value
(amounts in
thousands)

 

 

Life (years)

 

Customer relationships

 

$

3,800

 

 

 

10

 

 

(2)
The acquired goodwill has been allocated to the equipment rentals reporting unit.

The level of goodwill that resulted from the Lewistown acquisition is primarily reflective of Lewistown’s going-concern value, the value of 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 acquisition costs were $0.2 million and were included within selling, general and administrative (“SG&A”) expenses on the Consolidated Statement of Income during the quarter ended March 31, 2024. Since our acquisition of Lewistown on May 1, 2024, significant amounts of rental equipment have been moved between H&E locations and the acquired locations, and it is impractical to reasonably estimate the amount of Lewistown revenues and earnings since the acquisition date.

The assets and liabilities were recorded as of May 1, 2024 and the results of operations are included in the Company's consolidated results as of that date.

Precision Rentals

Effective January 1, 2024, we completed the acquisition of Precision Rentals (“Precision”), an equipment rental company with a branch located in each of Arizona and Colorado. The acquisition expands our presence in both geographic markets.

The aggregate cumulative cash consideration paid was approximately $124.0 million, which includes $3.5 million of fair value allocated to a noncompete agreement which is accounted for as a separate transaction from the net assets acquired in the business combination. The acquisition and related fees and expenses were funded from available cash and borrowings. Customary closing adjustments were finalized during the second quarter of 2024. The following table summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date.

 

 

 

$’s in thousands

 

Accounts receivable

 

$

4,120

 

Prepaid expenses and other assets

 

 

26

 

Rental equipment

 

 

63,215

 

Property and equipment

 

 

2,122

 

Operating lease right-of-use assets

 

 

68

 

Customer relationships intangible asset (1)

 

 

33,700

 

Total identifiable assets acquired

 

 

103,251

 

Accounts payable

 

 

(57

)

Accrued expenses payable and other liabilities

 

 

(832

)

Operating lease liabilities

 

 

(68

)

Total liabilities assumed

 

 

(957

)

Net identifiable assets acquired

 

 

102,294

 

Goodwill (2)

 

 

18,187

 

Net assets acquired

 

 

120,481

 

Noncompetition agreement intangible asset (1)(3)

 

 

3,500

 

Total cumulative consideration

 

$

123,981

 

(1)
The following table reflects the fair values and useful lives of the acquired intangible assets:

 

 

Fair Value
(amounts in
thousands)

 

 

Weighted-Average Life (years)

 

Customer relationships

 

$

33,700

 

 

 

10

 

Noncompetition agreements

 

 

3,500

 

 

 

5

 

 

 

$

37,200

 

 

 

10

 

 

(2)
The acquired goodwill has been allocated to the equipment rentals reporting unit.
(3)
The fair value of the noncompetition agreements is considered to be a separate transaction under ASC 805 and as such, has been excluded from the purchase price.

The level of goodwill that resulted from the Precision acquisition is primarily reflective of Precision’s going-concern value, the value of 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 acquisition costs were $0.3 million and were included within SG&A expenses on the Consolidated Statement of Income during the quarter ended March 31, 2024. Since our acquisition of Precision on January 1, 2024, significant amounts of rental equipment have been moved between H&E locations and the acquired locations, and it is impractical to reasonably estimate the amount of Precision revenues and earnings since the acquisition date.

The assets and liabilities were recorded as of January 1, 2024 and the results of operations are included in the Company's consolidated results as of that date.

Pro forma financial information (unaudited)

We completed the Precision acquisition effective January 1, 2024 and the Lewistown acquisition effective May 1, 2024; therefore, our reported Condensed Consolidated Statement of Income for the quarter ended March 31, 2024 does not include Lewistown.

The pro forma information for the quarter ended March 31, 2024 in the table below (amounts in thousands) is for informational purposes only and gives effect to the Lewistown acquisition as if it had been completed on January 1, 2023 (the “pro forma acquisition date”). The pro forma information is not necessarily indicative of our results of operations had the acquisition been completed on the pro forma acquisition 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 acquisition, nor does it reflect additional revenue opportunities following the acquisition. The unaudited pro forma financial information includes adjustments primarily related to the incremental depreciation and amortization expense of the rental equipment and intangible assets acquired, the elimination of interest expense related to historical debt as well as other expenses that are not part of the combined entity and transaction expenses.

 

 

Three Months Ended March 31,

 

 

 

2024

 

Total revenues

 

$

373,537

 

Net income

 

$

25,704

 

v3.25.1
Fair Value of Financial Instruments
3 Months Ended
Mar. 31, 2025
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, which is considered Level 1, accounts receivable, Senior Secured Credit Facility (the “Credit Facility”), accounts payable and accrued expenses payable and other liabilities, which are all considered Level 2, approximate fair value due to the immediate or short-term nature, maturity or market interest rate of these financial instruments. The Company’s outstanding obligations on its Credit Facility are deemed to be at fair value as the interest rates are variable and consistent with prevailing rates, which are considered Level 2 inputs. The carrying amounts and fair values of our other financial instruments subject to fair value disclosures as of March 31, 2025 and December 31, 2024 are presented in the table below (amounts in thousands).

 

 

 

March 31, 2025

 

 

 

Carrying
Amount

 

 

Fair
Value

 

Senior Unsecured Notes due 2028 with interest computed at 3.875% (Level 2)

 

$

1,244,655

 

 

$

1,246,484

 

 

 

December 31, 2024

 

 

 

Carrying
Amount

 

 

Fair
Value

 

Senior unsecured notes due 2028 with interest computed at 3.875% (Level 2)

 

$

1,244,295

 

 

$

1,145,738

 

At March 31, 2025 and December 31, 2024, the fair value of our senior unsecured notes due 2028 (the “Senior Unsecured Notes”) was based on quoted bond trading market prices for those notes. During the three months ended March 31, 2025 and 2024, there were no transfers of financial assets or liabilities in or out of Level 3 of the fair value hierarchy.

v3.25.1
Stockholders' Equity
3 Months Ended
Mar. 31, 2025
Equity [Abstract]  
Stockholders' Equity

(5) Stockholders’ Equity

The following table summarizes the activity in Stockholders’ Equity for the three months ended March 31, 2025 and 2024, respectively (amounts in thousands, except share and per share data):

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

 

 

Total

 

 

 

Shares
Issued

 

 

Amount

 

 

Paid-in
Capital

 

 

Treasury
Stock

 

 

Retained Earnings

 

 

Stockholders’
Equity

 

Balances at December 31, 2024

 

 

41,086,358

 

 

$

411

 

 

$

273,163

 

 

$

(81,798

)

 

$

430,704

 

 

$

622,480

 

Stock-based compensation

 

 

 

 

 

 

 

 

2,811

 

 

 

 

 

 

 

 

 

2,811

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,883

)

 

 

(9,883

)

Issuance of common stock, net of forfeitures

 

 

117,024

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Repurchase of 54,203 shares of restricted common stock

 

 

 

 

 

 

 

 

 

 

 

(5,319

)

 

 

 

 

 

(5,319

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,208

)

 

 

(6,208

)

Balances at March 31, 2025

 

 

41,203,382

 

 

$

412

 

 

$

275,974

 

 

$

(87,117

)

 

$

414,613

 

 

$

603,882

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2023

 

 

40,823,375

 

 

$

408

 

 

$

261,927

 

 

$

(76,017

)

 

$

347,971

 

 

$

534,289

 

Stock-based compensation

 

 

 

 

 

 

 

 

3,788

 

 

 

 

 

 

 

 

 

3,788

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,900

)

 

 

(9,900

)

Issuance of common stock, net of forfeitures

 

 

137,436

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

2

 

Repurchase of 57,662 shares of restricted common stock

 

 

 

 

 

 

 

 

 

 

 

(3,390

)

 

 

 

 

 

(3,390

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25,889

 

 

 

25,889

 

Balances at March 31, 2024

 

 

40,960,811

 

 

$

410

 

 

$

265,715

 

 

$

(79,407

)

 

$

363,960

 

 

$

550,678

 

v3.25.1
Stock-Based Compensation
3 Months Ended
Mar. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation

(6) Stock-Based Compensation

The Company issues time-based and performance-based restricted stock units (“RSU”) to certain officers and executives under our stock-based compensation plan. The RSUs automatically convert to shares of common stock on a one-for-one basis as the awards vest. The time-based RSUs typically vest over a three year vesting period beginning 12 months from the grant date and thereafter annually on the anniversary of the grant date. The performance-based RSUs vest based on the achievement of the performance conditions specific to certain financial metrics during the three year performance period. Stock-based compensation is measured at the grant date, based on the calculated fair value of the award, net of an estimated forfeiture rate, and is recognized as an expense over the requisite employee service period (generally the vesting period of the grant). The estimated forfeiture rate is based on historical experience and revised, if necessary, in subsequent periods for actual forfeitures. For performance-based RSUs, compensation expense is recognized to the extent that the satisfaction of the performance condition is considered probable.

Our Amended and Restated 2016 Stock-Based Incentive Compensation Plan (the “2016 Plan”) is administered by the Compensation Committee of our Board of Directors, which selects persons eligible to receive awards and determines the number of shares and/or options subject to each award, the terms, conditions, performance measures, if any, and other provisions of the award. Under the 2016 Plan, we may offer deferred shares or restricted shares of our common stock and grant options, including both incentive stock options and nonqualified stock options, to purchase shares of our common stock. Shares available for future stock-based payment awards under our 2016 Plan were 2,111,870 shares of common stock as of March 31, 2025.

Non-vested RSUs

The following table summarizes our non-vested RSU activity for the three months ended March 31, 2025:

 

 

Number of
Shares

 

 

Weighted
Average Grant
Date Fair
Value

 

Non-vested RSUs at December 31, 2024

 

 

496,901

 

 

$

46.73

 

Granted

 

 

52,102

 

 

$

45.55

 

Vested

 

 

(128,929

)

 

$

39.71

 

Forfeited

 

 

(11,905

)

 

$

48.60

 

Non-vested RSUs at March 31, 2025

 

 

408,169

 

 

$

48.74

 

 

As of March 31, 2025, we had unrecognized compensation expense of approximately $10.6 million related to non-vested RSU award payments that we expect to be recognized over a weighted-average period of approximately 1.8 years. Stock compensation expense, which is included in SG&A expenses in the accompanying Condensed Consolidated Statement of Operations for the three months ended March 31, 2025 and 2024 is $2.8 million and $3.8 million, respectively. The total recognized tax benefit amounted to $0.4 million for both the three months ended March 31, 2025 and 2024. The total fair value of vested stock for both the three months ended March 31, 2025 and 2024 was $5.1 million.

v3.25.1
Income (Loss) per Share
3 Months Ended
Mar. 31, 2025
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, 2025 and 2024 is 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. For periods in which the Company has reported a net loss, diluted net loss per share of common stock is the same as basic net loss per share of common stock as dilutive common shares are not assumed to have been issued if their effect is anti-dilutive

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 less than 1% of total outstanding shares for the three months ended March 31, 2025 and 2024 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, 2025 and 2024 (amounts in thousands, except per share amounts):

 

 

Three Months Ended

 

 

 

March 31,

 


 

 

2025

 

 

2024

 

Net income (loss)

 

$

(6,208

)

 

$

25,889

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

Basic

 

 

36,362

 

 

 

36,196

 

Effect of dilutive non-vested restricted stock

 

 

 

 

 

366

 

Diluted

 

 

36,362

 

 

 

36,562

 

 

 

 

 

 

 

 

Income (loss) per share:

 

 

 

 

 

 

Basic net income (loss) per share

 

$

(0.17

)

 

$

0.72

 

Diluted net income (loss) per share

 

$

(0.17

)

 

$

0.71

 

 

 

 

 

 

 

 

Common shares excluded from the denominator as anti-dilutive:

 

 

 

 

 

 

Non-vested restricted stock

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per common share outstanding

 

$

0.275

 

 

$

0.275

 

v3.25.1
Senior Secured Credit Facility
3 Months Ended
Mar. 31, 2025
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 Bank, National Association, as administrative agent, and the lenders named therein. For further information related to significant terms of the Credit Facility, see Note 10 to the Company’s Consolidated Financial Statements included as Item 8 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

At March 31, 2025, we had $114.5 million outstanding under the Credit Facility and could borrow up to approximately $620.7 million, net of a $14.8 million outstanding letter of credit. As of March 31, 2025, the weighted average interest rate under the Credit

Facility was approximately 5.5%. As of March 31, 2025, we were in compliance with our financial covenants under the Amended and Restated Credit Agreement.

The aggregate amounts outstanding as of March 31, 2025 under both the Credit Facility and our Senior Secured Notes (Note 9) of $1,364.5 million mature during 2028.
v3.25.1
Senior Unsecured Notes
3 Months Ended
Mar. 31, 2025
Senior Unsecured Notes [Member]  
Debt Instrument [Line Items]  
Senior Secured Credit Facility

(9) Senior Unsecured Notes

On December 14, 2020, we completed the offering of our $1.25 billion, 3.875% Senior Unsecured Notes due 2028. For further information related to significant terms of the Senior Unsecured Notes, see Note 9 to the Company’s Consolidated Financial Statements included as Item 8 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. As of March 31, 2025, 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, 2023

 

$

1,242,852

 

Accretion of discount through December 31, 2024

 

 

1,172

 

Amortization of deferred financing costs through December 31, 2024

 

 

271

 

Balance at December 31, 2024

 

$

1,244,295

 

Accretion of discount through March 31, 2025

 

 

293

 

Amortization of deferred financing costs through March 31, 2025

 

 

67

 

Balance at March 31, 2025

 

$

1,244,655

 

v3.25.1
Leases
3 Months Ended
Mar. 31, 2025
Leases [Abstract]  
Leases

(10) Leases

At March 31, 2025, the weighted average remaining lease term for operating leases and finance leases was approximately 7.5 years. The weighted average discount rate for operating leases and finance leases was approximately 6.3% and 6.0%, respectively, at March 31, 2025.

The future minimum lease payments of operating leases executed but not commenced as of March 31, 2025 are estimated to be $1.7 million, $4.1 million, $4.2 million, $4.3 million and $4.4 million for the years ending December 31, 2025, 2026, 2027, 2028 and 2029, respectively, and $27.1 million thereafter. It is expected that the majority of these leases will commence during 2025.

v3.25.1
Segment Information
3 Months Ended
Mar. 31, 2025
Segment Reporting [Abstract]  
Segment Information

(11) Segment Information

We have identified four reportable segments: equipment rentals, sales of rental equipment, sales of new equipment, and parts, service and other revenues. These segments are based upon revenue streams and how management of the Company allocates resources and assesses performance.

We revised our reportable segments by aggregating parts sales and service revenues into one segment during the quarter ended June 30, 2024 due to revised internal reporting provided to our Chief Operating Decision Maker (“CODM”). The prior year information has been recast as we previously reported five segments for the quarter ended March 31, 2024.

The reportable segments have varying revenue generating products and services. Equipment rentals derives revenues from renting owned equipment to customers. Sales of rental equipment derives revenues by selling equipment from our rental fleet to customers. Sales of new equipment derives revenues by selling new equipment from manufacturers to customers. Parts, service and other derives revenues by selling parts to customers, performing maintenance and repair services on rented and owned equipment, and other ancillary charges.

Our Chief Operating Officer is the Company’s CODM in accordance with ASC 280.

Gross profit is the measure of profit or loss utilized to assess segment performance and allocate resources that is provided to and reviewed by the Company’s CODM. Cost of Revenues is the significant expense category for our reportable segments. The CODM uses gross profit to allocate resources (employees, equipment, or capital resources) in operational reviews, forecasting and budgeting processes. SG&A expenses, interest expense, income tax expense, as well as all other income and expense items below gross profit are not allocated to our reportable segments and are not provided to or reviewed by our CODM. Segment gross profit is utilized to assess

segment performance while consolidated income from operations and income (loss) from operations before provision for income taxes is utilized to assess company-wide performance.

Assets are identified on a segment basis for inventory, fleet and goodwill. No additional asset information is available on a segment basis. The Company and its CODM do not utilize or review full financials on a segment basis as that is not how the Company assesses performance or allocates resources.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies and there are no differences in accounting policy, basis of accounting or method of measurement between the individual segments and the consolidated company. There were no sales or transactions between segments for any of the periods presented.

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

 

 

Three Months Ended
March 31,

 

 

 

2025

 

 

2024

 

Segment Revenues:

 

 

 

 

 

 

Equipment rentals

 

$

274,032

 

 

$

295,325

 

Sales of rental equipment

 

 

23,919

 

 

 

48,115

 

Sales of new equipment

 

 

7,425

 

 

 

10,412

 

Parts, service and other

 

 

14,079

 

 

 

17,505

 

Total revenues

 

 

319,455

 

 

 

371,357

 

 

 

 

 

 

 

 

Segment Cost of Revenues:

 

 

 

 

 

 

      Rental depreciation

 

 

94,952

 

 

 

91,398

 

      Rental expense

 

 

41,998

 

 

 

43,407

 

      Rental other

 

 

32,286

 

 

 

32,623

 

Equipment rentals

 

 

169,236

 

 

 

167,428

 

Sales of rental equipment

 

 

9,803

 

 

 

17,829

 

Sales of new equipment

 

 

6,023

 

 

 

8,639

 

Parts, service and other

 

 

10,799

 

 

 

12,596

 

Total cost of revenues

 

 

195,861

 

 

 

206,492

 

 

 

 

 

 

 

 

Segment Gross Profit:

 

 

 

 

 

 

Equipment rentals

 

 

104,796

 

 

 

127,897

 

Sales of rental equipment

 

 

14,116

 

 

 

30,286

 

Sales of new equipment

 

 

1,402

 

 

 

1,773

 

Parts, service and other

 

 

3,280

 

 

 

4,909

 

Total gross profit

 

 

123,594

 

 

 

164,865

 

 

 

 

 

 

 

 

Unallocated reconciling items:

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

111,581

 

 

 

114,278

 

Transaction expenses

 

 

9,791

 

 

 

 

Gain from sales of property and equipment, net

 

 

3,623

 

 

 

1,433

 

Interest expense

 

 

(15,997

)

 

 

(18,366

)

Other, net

 

 

1,978

 

 

 

1,552

 

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

 

$

(8,174

)

 

$

35,206

 

 

 

Balances at

 

 

 

March 31,

 

 

December 31,

 

 

 

2025

 

 

2024

 

Segment identified assets:

 

 

 

 

 

 

     Inventories, net of reserves for obsolescence

 

 

 

 

 

 

          Sales of new equipment

 

$

1,677

 

 

$

1,955

 

          Parts, service and other

 

 

11,194

 

 

 

11,021

 

     Rental equipment, net of accumulated depreciation

 

 

 

 

 

 

          Equipment rentals

 

 

1,753,700

 

 

 

1,841,855

 

     Goodwill

 

 

 

 

 

 

          Equipment rentals

 

 

126,722

 

 

 

126,722

 

          Sales of rental equipment

 

 

8,447

 

 

 

8,447

 

       Total segment identified assets

 

 

1,766,571

 

 

 

1,854,831

 

Unallocated reconciling assets

 

 

911,489

 

 

 

940,699

 

       Total assets

 

$

2,678,060

 

 

$

2,795,530

 

 

 

 

Three Months Ended
March 31,

 

 

 

2025

 

 

2024

 

Cash flows from investing activities:

 

 

 

 

 

 

Equipment rentals

 

 

 

 

 

 

       Purchase of rental equipment

 

$

(13,422

)

 

$

(31,059

)

Sales of rental equipment

 

 

 

 

 

 

       Proceeds from sales of rental equipment

 

$

23,900

 

 

$

47,809

 

The Company operates primarily in the United States and our sales to international customers for both the three months ended March 31, 2025 and 2024 were less than 1.0% of total revenues for the periods presented. No one customer accounted for more than 10% of our total revenues for any of the periods presented.

v3.25.1
Subsequent Events
3 Months Ended
Mar. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events
(12)
Subsequent Events

On April 11, 2025, Herc voluntarily withdrew its filing to provide the FTC with additional time for review, and refiled the HSR Notification Form on April 14, 2025. Following the refiling, the required waiting period with respect to the Offer will expire at 11:59 p.m., Eastern Time, on May 14, 2025, unless (a) the Reviewing Agencies grant early termination for this transaction, thereby shortening the period, (b) the period is lengthened by a pull-and-refile, and/or (c) the period is lengthened by a Reviewing Agency that issues a request for additional information and documentary material.

On April 16, 2025, Herc announced that it has extended its previously announced tender offer to acquire all of the outstanding shares of H&E Equipment Services, Inc. common stock dated February 19, 2025, between Herc, HR Merger Sub, Inc. and H&E. The Offer, which was previously scheduled to expire at one minute past 11:59 p.m. Eastern Time, on April 15, 2025, has been extended until one minute past 11:59 p.m. Eastern Time, on April 29, 2025, unless further extended in accordance with the terms of the Herc Merger Agreement. The Offer was extended to allow additional time for the satisfaction of the remaining conditions of the tender offer, including receipt of applicable regulatory approvals.

v3.25.1
Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2025
Accounting Policies [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, H&E Equipment Services (Midwest), Inc. and H&E Equipment Services (Mid-Atlantic), Inc., collectively referred to herein as “we”, “us”, “our” or the “Company” and doing business as “H&E Rentals”.

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, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, 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, 2024, from which the consolidated balance sheet amounts as of December 31, 2024 were derived. All significant intercompany accounts and transactions have been eliminated in these condensed consolidated financial statements.

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

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

We recognize revenue in accordance with two different Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) standards: 1) Topic 606 and 2) Topic 842.

Under Topic 606, Revenue from Contracts with Customers, revenue is recognized when control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Revenue 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.

Under Topic 842, Leases, we account for equipment rental contracts as operating leases. We recognize revenue from equipment rentals in the period earned, regardless of the timing of billing to customers. A rental contract includes rates for daily, weekly or monthly use, and rental revenues are earned on a daily basis as rental contracts remain outstanding. Because the rental contracts can extend across multiple reporting periods, we record unbilled rental revenues and deferred rental revenues at the end of reporting periods so rental revenues earned is appropriately stated for the periods presented.

In the table below, revenues as presented in our Condensed Consolidated Statement of Operations for the three months ended March 31, 2025 and 2024 are summarized by type and by the applicable accounting standard.

 

 

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

 

 

Topic 842

 

 

Topic 606

 

 

Total

 

 

Topic 842

 

 

Topic 606

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned equipment rentals

 

$

236,026

 

 

$

85

 

 

$

236,111

 

 

$

253,298

 

 

$

122

 

 

$

253,420

 

Re-rent revenue

 

 

6,760

 

 

 

 

 

 

6,760

 

 

 

8,321

 

 

 

 

 

 

8,321

 

Ancillary and other rental revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Delivery and pick-up

 

 

 

 

 

16,861

 

 

 

16,861

 

 

 

 

 

 

18,607

 

 

 

18,607

 

Other

 

 

14,300

 

 

 

 

 

 

14,300

 

 

 

14,977

 

 

 

 

 

 

14,977

 

Total ancillary rental revenues

 

 

14,300

 

 

 

16,861

 

 

 

31,161

 

 

 

14,977

 

 

 

18,607

 

 

 

33,584

 

Total equipment rental revenues

 

 

257,086

 

 

 

16,946

 

 

 

274,032

 

 

 

276,596

 

 

 

18,729

 

 

 

295,325

 

Sales of rental equipment

 

 

 

 

 

23,919

 

 

 

23,919

 

 

 

 

 

 

48,115

 

 

 

48,115

 

Sales of new equipment

 

 

 

 

 

7,425

 

 

 

7,425

 

 

 

 

 

 

10,412

 

 

 

10,412

 

Parts, service and other

 

 

 

 

 

14,079

 

 

 

14,079

 

 

 

 

 

 

17,505

 

 

 

17,505

 

Total revenues

 

$

257,086

 

 

$

62,369

 

 

$

319,455

 

 

$

276,596

 

 

$

94,761

 

 

$

371,357

 

 

Revenues by reporting segment are presented in Note 11 of our Condensed Consolidated Financial Statements. 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 11, 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, 2024.

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 total revenues 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.

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. For the three months ended March 31, 2025, revenue under ASC 842 represents 81% of our total revenues and an approximate corresponding percentage of our receivables, net and associated allowance for doubtful accounts. 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. Bad debt expense as a percentage of total revenues for the three months ended March 31, 2025 and 2024 was approximately 0.5% and 0.4%, respectively.

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 months ended March 31, 2025 or 2024 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. The change to the carrying amount of goodwill for the period ended December 31, 2024 is as follows (amounts in thousands). There are no changes to the carrying amount for the period ended March 31, 2025.

 

 

Equipment Rentals

 

 

Sales of Rental Eq.

 

 

Total

 

Balance at December 31, 2023 (1)

 

$

99,708

 

 

$

8,447

 

 

$

108,155

 

Increase (2)

 

 

17,536

 

 

 

 

 

 

17,536

 

Decrease (3)

 

 

(100

)

 

 

 

 

 

(100

)

Increase (4)

 

 

8,401

 

 

 

 

 

 

8,401

 

Increase (5)

 

 

651

 

 

 

 

 

 

651

 

Increase (6)

 

 

526

 

 

 

 

 

 

526

 

Balance at December 31, 2024 (1)

 

$

126,722

 

 

$

8,447

 

 

$

135,169

 

(1)
The total carrying amount of goodwill as of December 31, 2023, December 31, 2024 and March 31, 2025 is reflected net of $98.4 million of accumulated impairment charges.
(2)
Increase due to the Precision Rentals (“Precision”) Acquisition during the first quarter of 2024.
(3)
Decrease is related to the final purchase accounting adjustment of the Giffin Acquisition during the first quarter of 2024.
(4)
Increase due to Lewistown Rentals (“Lewistown”) Acquisition during the second quarter of 2024.
(5)
Increase is related to the final closing adjustment of the Precision Acquisition during the second quarter of 2024.
(6)
Increase is related to the final closing adjustment of the Lewistown Acquisition during the third quarter of 2024.
Rental Equipment

Rental Equipment

The rental equipment we purchase is recorded in rental equipment on the condensed consolidated balance sheets and is stated at cost. Due to the Company’s shift to operate as a pure-play rental company, as of the quarter ended June 30, 2024 purchases of equipment are now disaggregated between inventory and rental equipment according to classification at the time of purchase as opposed to considering all generally available for sale. Purchases of equipment designated for fleet are now recorded as rental equipment while equipment designated for sale is recorded as inventory. Rental equipment is depreciated over the estimated useful life of the equipment upon placed in service using the straight-line method and is included in rental depreciation within our condensed consolidated statements of operations. Estimated useful lives vary based upon type of equipment. Generally, we depreciate aerial work platforms over a ten year estimated useful life, earthmoving equipment over a five year estimated useful life with a 25% salvage value, and material handling equipment over a seven year estimated useful life. Attachments and other smaller type equipment are depreciated generally over a three year estimated useful life. We periodically evaluate the appropriateness of remaining depreciable

lives and any salvage value assigned to rental equipment. Depreciation expense on rental equipment is reflected in rental depreciation in cost of revenues on the Condensed Consolidated Statement of Operations.

Ordinary repair and maintenance costs and property taxes are reflected in rental expenses in cost of revenues on the Condensed Consolidated Statement of Operations. However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period incurred. When rental equipment is sold or disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gains or losses are included in gross profit in the Condensed Consolidated Statement of Operations. We receive individual offers for fleet equipment on a continual basis, at which time we perform an analysis on whether or not to accept the offer. The rental equipment is not transferred to inventory under the held for sale model as the equipment is used to generate revenues until the equipment is sold.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Pronouncements Not Yet Adopted

Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which is intended to improve expense disclosures, primarily by requiring disclosure of disaggregated information about certain income statement expense line items on an annual and interim basis. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 becomes effective January 1, 2027 and is not expected to have an impact on our financial statements, but will result in expanded expense disclosures.

Recently Adopted Accounting Pronouncements

Income Taxes

In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which should improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The ASU requires that public entities on an annual basis disclose specific categories in the rate reconciliation, provide additional information for reconciling items that meet a quantitative threshold and the following information about income taxes paid: the amount of income taxes paid disaggregated by federal (national), state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions. Lastly, the amendments in this ASU require that entities disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. ASU 2023-09 became effective January 1, 2025 and will result in expanded tax disclosures for the annual period ending December 31, 2025. There is no impact to our results of operations or financial condition.

Segment Reporting

On January 1, 2024 we adopted ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improved the disclosures about a public entity’s reportable segments and addresses requests for additional, more detailed information about a reportable segment’s expenses. The amendments in this ASU required disclosure of incremental segment information on an annual and interim basis for all public entities. The impact of this ASU did not have an impact on our financial statements, but resulted in expanded reportable segment disclosures.

v3.25.1
Significant Accounting Policies (Tables)
3 Months Ended
Mar. 31, 2025
Accounting Policies [Abstract]  
Summary of Revenues by Type and by Applicable Accounting Standard

In the table below, revenues as presented in our Condensed Consolidated Statement of Operations for the three months ended March 31, 2025 and 2024 are summarized by type and by the applicable accounting standard.

 

 

 

Three Months Ended March 31,

 

 

 

2025

 

 

2024

 

 

 

Topic 842

 

 

Topic 606

 

 

Total

 

 

Topic 842

 

 

Topic 606

 

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned equipment rentals

 

$

236,026

 

 

$

85

 

 

$

236,111

 

 

$

253,298

 

 

$

122

 

 

$

253,420

 

Re-rent revenue

 

 

6,760

 

 

 

 

 

 

6,760

 

 

 

8,321

 

 

 

 

 

 

8,321

 

Ancillary and other rental revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Delivery and pick-up

 

 

 

 

 

16,861

 

 

 

16,861

 

 

 

 

 

 

18,607

 

 

 

18,607

 

Other

 

 

14,300

 

 

 

 

 

 

14,300

 

 

 

14,977

 

 

 

 

 

 

14,977

 

Total ancillary rental revenues

 

 

14,300

 

 

 

16,861

 

 

 

31,161

 

 

 

14,977

 

 

 

18,607

 

 

 

33,584

 

Total equipment rental revenues

 

 

257,086

 

 

 

16,946

 

 

 

274,032

 

 

 

276,596

 

 

 

18,729

 

 

 

295,325

 

Sales of rental equipment

 

 

 

 

 

23,919

 

 

 

23,919

 

 

 

 

 

 

48,115

 

 

 

48,115

 

Sales of new equipment

 

 

 

 

 

7,425

 

 

 

7,425

 

 

 

 

 

 

10,412

 

 

 

10,412

 

Parts, service and other

 

 

 

 

 

14,079

 

 

 

14,079

 

 

 

 

 

 

17,505

 

 

 

17,505

 

Total revenues

 

$

257,086

 

 

$

62,369

 

 

$

319,455

 

 

$

276,596

 

 

$

94,761

 

 

$

371,357

 

Schedule of Carrying Amount of Goodwill The change to the carrying amount of goodwill for the period ended December 31, 2024 is as follows (amounts in thousands). There are no changes to the carrying amount for the period ended March 31, 2025.

 

 

Equipment Rentals

 

 

Sales of Rental Eq.

 

 

Total

 

Balance at December 31, 2023 (1)

 

$

99,708

 

 

$

8,447

 

 

$

108,155

 

Increase (2)

 

 

17,536

 

 

 

 

 

 

17,536

 

Decrease (3)

 

 

(100

)

 

 

 

 

 

(100

)

Increase (4)

 

 

8,401

 

 

 

 

 

 

8,401

 

Increase (5)

 

 

651

 

 

 

 

 

 

651

 

Increase (6)

 

 

526

 

 

 

 

 

 

526

 

Balance at December 31, 2024 (1)

 

$

126,722

 

 

$

8,447

 

 

$

135,169

 

(1)
The total carrying amount of goodwill as of December 31, 2023, December 31, 2024 and March 31, 2025 is reflected net of $98.4 million of accumulated impairment charges.
(2)
Increase due to the Precision Rentals (“Precision”) Acquisition during the first quarter of 2024.
(3)
Decrease is related to the final purchase accounting adjustment of the Giffin Acquisition during the first quarter of 2024.
(4)
Increase due to Lewistown Rentals (“Lewistown”) Acquisition during the second quarter of 2024.
(5)
Increase is related to the final closing adjustment of the Precision Acquisition during the second quarter of 2024.
(6)
Increase is related to the final closing adjustment of the Lewistown Acquisition during the third quarter of 2024.
v3.25.1
Merger and Acquisitions (Tables)
3 Months Ended
Mar. 31, 2025
Lewistown Rentals [Member]  
Business Acquisition [Line Items]  
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed The following table summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date.

 

 

$’s in thousands

 

Accounts receivable

 

$

953

 

Prepaid expenses and other assets

 

 

1

 

Rental equipment

 

 

19,047

 

Property and equipment

 

 

1,177

 

Customer relationships intangible asset (1)

 

 

3,800

 

Total identifiable assets acquired

 

 

24,978

 

Accounts payable

 

 

(79

)

Accrued expenses payable and other liabilities

 

 

(28

)

Total liabilities assumed

 

 

(107

)

Net identifiable assets acquired

 

 

24,871

 

Goodwill (2)

 

 

8,927

 

Net assets acquired

 

$

33,798

 

(1)
The following table reflects the fair values and useful lives of the acquired intangible assets:

 

 

Fair Value
(amounts in
thousands)

 

 

Life (years)

 

Customer relationships

 

$

3,800

 

 

 

10

 

 

(2)
The acquired goodwill has been allocated to the equipment rentals reporting unit.
Precision Rentals [Member]  
Business Acquisition [Line Items]  
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed The following table summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date.

 

 

 

$’s in thousands

 

Accounts receivable

 

$

4,120

 

Prepaid expenses and other assets

 

 

26

 

Rental equipment

 

 

63,215

 

Property and equipment

 

 

2,122

 

Operating lease right-of-use assets

 

 

68

 

Customer relationships intangible asset (1)

 

 

33,700

 

Total identifiable assets acquired

 

 

103,251

 

Accounts payable

 

 

(57

)

Accrued expenses payable and other liabilities

 

 

(832

)

Operating lease liabilities

 

 

(68

)

Total liabilities assumed

 

 

(957

)

Net identifiable assets acquired

 

 

102,294

 

Goodwill (2)

 

 

18,187

 

Net assets acquired

 

 

120,481

 

Noncompetition agreement intangible asset (1)(3)

 

 

3,500

 

Total cumulative consideration

 

$

123,981

 

(1)
The following table reflects the fair values and useful lives of the acquired intangible assets:

 

 

Fair Value
(amounts in
thousands)

 

 

Weighted-Average Life (years)

 

Customer relationships

 

$

33,700

 

 

 

10

 

Noncompetition agreements

 

 

3,500

 

 

 

5

 

 

 

$

37,200

 

 

 

10

 

 

(2)
The acquired goodwill has been allocated to the equipment rentals reporting unit.
(3)
The fair value of the noncompetition agreements is considered to be a separate transaction under ASC 805 and as such, has been excluded from the purchase price.
Precision Rentals and Lewistown Rentals [Member]  
Business Acquisition [Line Items]  
Unaudited Pro Forma Financial Information

The pro forma information for the quarter ended March 31, 2024 in the table below (amounts in thousands) is for informational purposes only and gives effect to the Lewistown acquisition as if it had been completed on January 1, 2023 (the “pro forma acquisition date”). The pro forma information is not necessarily indicative of our results of operations had the acquisition been completed on the pro forma acquisition 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 acquisition, nor does it reflect additional revenue opportunities following the acquisition. The unaudited pro forma financial information includes adjustments primarily related to the incremental depreciation and amortization expense of the rental equipment and intangible assets acquired, the elimination of interest expense related to historical debt as well as other expenses that are not part of the combined entity and transaction expenses.

 

 

Three Months Ended March 31,

 

 

 

2024

 

Total revenues

 

$

373,537

 

Net income

 

$

25,704

 

v3.25.1
Fair Value of Financial Instruments (Tables)
3 Months Ended
Mar. 31, 2025
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, 2025 and December 31, 2024 are presented in the table below (amounts in thousands).

 

 

 

March 31, 2025

 

 

 

Carrying
Amount

 

 

Fair
Value

 

Senior Unsecured Notes due 2028 with interest computed at 3.875% (Level 2)

 

$

1,244,655

 

 

$

1,246,484

 

 

 

December 31, 2024

 

 

 

Carrying
Amount

 

 

Fair
Value

 

Senior unsecured notes due 2028 with interest computed at 3.875% (Level 2)

 

$

1,244,295

 

 

$

1,145,738

 

v3.25.1
Stockholders' Equity (Tables)
3 Months Ended
Mar. 31, 2025
Equity [Abstract]  
Summary of Activity in Stockholders' Equity

The following table summarizes the activity in Stockholders’ Equity for the three months ended March 31, 2025 and 2024, respectively (amounts in thousands, except share and per share data):

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

 

 

 

Total

 

 

 

Shares
Issued

 

 

Amount

 

 

Paid-in
Capital

 

 

Treasury
Stock

 

 

Retained Earnings

 

 

Stockholders’
Equity

 

Balances at December 31, 2024

 

 

41,086,358

 

 

$

411

 

 

$

273,163

 

 

$

(81,798

)

 

$

430,704

 

 

$

622,480

 

Stock-based compensation

 

 

 

 

 

 

 

 

2,811

 

 

 

 

 

 

 

 

 

2,811

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,883

)

 

 

(9,883

)

Issuance of common stock, net of forfeitures

 

 

117,024

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Repurchase of 54,203 shares of restricted common stock

 

 

 

 

 

 

 

 

 

 

 

(5,319

)

 

 

 

 

 

(5,319

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,208

)

 

 

(6,208

)

Balances at March 31, 2025

 

 

41,203,382

 

 

$

412

 

 

$

275,974

 

 

$

(87,117

)

 

$

414,613

 

 

$

603,882

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2023

 

 

40,823,375

 

 

$

408

 

 

$

261,927

 

 

$

(76,017

)

 

$

347,971

 

 

$

534,289

 

Stock-based compensation

 

 

 

 

 

 

 

 

3,788

 

 

 

 

 

 

 

 

 

3,788

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,900

)

 

 

(9,900

)

Issuance of common stock, net of forfeitures

 

 

137,436

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

2

 

Repurchase of 57,662 shares of restricted common stock

 

 

 

 

 

 

 

 

 

 

 

(3,390

)

 

 

 

 

 

(3,390

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25,889

 

 

 

25,889

 

Balances at March 31, 2024

 

 

40,960,811

 

 

$

410

 

 

$

265,715

 

 

$

(79,407

)

 

$

363,960

 

 

$

550,678

 

v3.25.1
Stock-Based Compensation (Tables)
3 Months Ended
Mar. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Schedule of Non-Vested Stock Activity

The following table summarizes our non-vested RSU activity for the three months ended March 31, 2025:

 

 

Number of
Shares

 

 

Weighted
Average Grant
Date Fair
Value

 

Non-vested RSUs at December 31, 2024

 

 

496,901

 

 

$

46.73

 

Granted

 

 

52,102

 

 

$

45.55

 

Vested

 

 

(128,929

)

 

$

39.71

 

Forfeited

 

 

(11,905

)

 

$

48.60

 

Non-vested RSUs at March 31, 2025

 

 

408,169

 

 

$

48.74

 

 

v3.25.1
Income (Loss) per Share (Tables)
3 Months Ended
Mar. 31, 2025
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, 2025 and 2024 (amounts in thousands, except per share amounts):

 

 

Three Months Ended

 

 

 

March 31,

 


 

 

2025

 

 

2024

 

Net income (loss)

 

$

(6,208

)

 

$

25,889

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

Basic

 

 

36,362

 

 

 

36,196

 

Effect of dilutive non-vested restricted stock

 

 

 

 

 

366

 

Diluted

 

 

36,362

 

 

 

36,562

 

 

 

 

 

 

 

 

Income (loss) per share:

 

 

 

 

 

 

Basic net income (loss) per share

 

$

(0.17

)

 

$

0.72

 

Diluted net income (loss) per share

 

$

(0.17

)

 

$

0.71

 

 

 

 

 

 

 

 

Common shares excluded from the denominator as anti-dilutive:

 

 

 

 

 

 

Non-vested restricted stock

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per common share outstanding

 

$

0.275

 

 

$

0.275

 

v3.25.1
Senior Unsecured Notes (Tables)
3 Months Ended
Mar. 31, 2025
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, 2023

 

$

1,242,852

 

Accretion of discount through December 31, 2024

 

 

1,172

 

Amortization of deferred financing costs through December 31, 2024

 

 

271

 

Balance at December 31, 2024

 

$

1,244,295

 

Accretion of discount through March 31, 2025

 

 

293

 

Amortization of deferred financing costs through March 31, 2025

 

 

67

 

Balance at March 31, 2025

 

$

1,244,655

 

v3.25.1
Segment Information (Tables)
3 Months Ended
Mar. 31, 2025
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,

 

 

 

2025

 

 

2024

 

Segment Revenues:

 

 

 

 

 

 

Equipment rentals

 

$

274,032

 

 

$

295,325

 

Sales of rental equipment

 

 

23,919

 

 

 

48,115

 

Sales of new equipment

 

 

7,425

 

 

 

10,412

 

Parts, service and other

 

 

14,079

 

 

 

17,505

 

Total revenues

 

 

319,455

 

 

 

371,357

 

 

 

 

 

 

 

 

Segment Cost of Revenues:

 

 

 

 

 

 

      Rental depreciation

 

 

94,952

 

 

 

91,398

 

      Rental expense

 

 

41,998

 

 

 

43,407

 

      Rental other

 

 

32,286

 

 

 

32,623

 

Equipment rentals

 

 

169,236

 

 

 

167,428

 

Sales of rental equipment

 

 

9,803

 

 

 

17,829

 

Sales of new equipment

 

 

6,023

 

 

 

8,639

 

Parts, service and other

 

 

10,799

 

 

 

12,596

 

Total cost of revenues

 

 

195,861

 

 

 

206,492

 

 

 

 

 

 

 

 

Segment Gross Profit:

 

 

 

 

 

 

Equipment rentals

 

 

104,796

 

 

 

127,897

 

Sales of rental equipment

 

 

14,116

 

 

 

30,286

 

Sales of new equipment

 

 

1,402

 

 

 

1,773

 

Parts, service and other

 

 

3,280

 

 

 

4,909

 

Total gross profit

 

 

123,594

 

 

 

164,865

 

 

 

 

 

 

 

 

Unallocated reconciling items:

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

111,581

 

 

 

114,278

 

Transaction expenses

 

 

9,791

 

 

 

 

Gain from sales of property and equipment, net

 

 

3,623

 

 

 

1,433

 

Interest expense

 

 

(15,997

)

 

 

(18,366

)

Other, net

 

 

1,978

 

 

 

1,552

 

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

 

$

(8,174

)

 

$

35,206

 

 

 

Balances at

 

 

 

March 31,

 

 

December 31,

 

 

 

2025

 

 

2024

 

Segment identified assets:

 

 

 

 

 

 

     Inventories, net of reserves for obsolescence

 

 

 

 

 

 

          Sales of new equipment

 

$

1,677

 

 

$

1,955

 

          Parts, service and other

 

 

11,194

 

 

 

11,021

 

     Rental equipment, net of accumulated depreciation

 

 

 

 

 

 

          Equipment rentals

 

 

1,753,700

 

 

 

1,841,855

 

     Goodwill

 

 

 

 

 

 

          Equipment rentals

 

 

126,722

 

 

 

126,722

 

          Sales of rental equipment

 

 

8,447

 

 

 

8,447

 

       Total segment identified assets

 

 

1,766,571

 

 

 

1,854,831

 

Unallocated reconciling assets

 

 

911,489

 

 

 

940,699

 

       Total assets

 

$

2,678,060

 

 

$

2,795,530

 

 

 

 

Three Months Ended
March 31,

 

 

 

2025

 

 

2024

 

Cash flows from investing activities:

 

 

 

 

 

 

Equipment rentals

 

 

 

 

 

 

       Purchase of rental equipment

 

$

(13,422

)

 

$

(31,059

)

Sales of rental equipment

 

 

 

 

 

 

       Proceeds from sales of rental equipment

 

$

23,900

 

 

$

47,809

 

v3.25.1
Organization and Nature of Operations - Additional Information (Detail)
3 Months Ended
Feb. 19, 2025
$ / shares
Mar. 31, 2025
Branch
Feb. 28, 2025
$ / shares
Organization and Nature of Operations [Line Items]      
Number of branch locations | Branch   160  
Number of states company serving rental equipment to the customers | Branch   31  
Minimum tender percentage of one share more than outstanding common stock 50.00%    
Herc Holdings Inc [Member]      
Organization and Nature of Operations [Line Items]      
Share price | $ / shares     $ 104.89
Cash offer price | $ / shares $ 78.75   $ 78.75
Fixed exchange ratio 0.1287%    
v3.25.1
Significant Accounting Policies - Summary of Revenues by Type and by Applicable Accounting Standard (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Revenues:    
Revenues $ 319,455 $ 371,357
Topic 842 [Member]    
Revenues:    
Revenues 257,086 276,596
Topic 606 [Member]    
Revenues:    
Revenues 62,369 94,761
Rental Revenues [Member] | Owned Equipment Rentals [Member]    
Revenues:    
Revenues 236,111 253,420
Rental Revenues [Member] | Owned Equipment Rentals [Member] | Topic 842 [Member]    
Revenues:    
Revenues 236,026 253,298
Rental Revenues [Member] | Owned Equipment Rentals [Member] | Topic 606 [Member]    
Revenues:    
Revenues 85 122
Rental Revenues [Member] | Re Rent Revenues [Member]    
Revenues:    
Revenues 6,760 8,321
Rental Revenues [Member] | Re Rent Revenues [Member] | Topic 842 [Member]    
Revenues:    
Revenues 6,760 8,321
Ancillary And Other Rental Revenues [Member]    
Revenues:    
Revenues 31,161 33,584
Ancillary And Other Rental Revenues [Member] | Topic 842 [Member]    
Revenues:    
Revenues 14,300 14,977
Ancillary And Other Rental Revenues [Member] | Topic 606 [Member]    
Revenues:    
Revenues 16,861 18,607
Ancillary And Other Rental Revenues [Member] | Delivery and Pick-up [Member]    
Revenues:    
Revenues 16,861 18,607
Ancillary And Other Rental Revenues [Member] | Delivery and Pick-up [Member] | Topic 606 [Member]    
Revenues:    
Revenues 16,861 18,607
Ancillary And Other Rental Revenues [Member] | Other [Member]    
Revenues:    
Revenues 14,300 14,977
Ancillary And Other Rental Revenues [Member] | Other [Member] | Topic 842 [Member]    
Revenues:    
Revenues 14,300 14,977
Total Equipment Rental Revenues [Member]    
Revenues:    
Revenues 274,032 295,325
Total Equipment Rental Revenues [Member] | Topic 842 [Member]    
Revenues:    
Revenues 257,086 276,596
Total Equipment Rental Revenues [Member] | Topic 606 [Member]    
Revenues:    
Revenues 16,946 18,729
Sales of Rental Equipment [Member]    
Revenues:    
Revenues 23,919 48,115
Sales of Rental Equipment [Member] | Topic 606 [Member]    
Revenues:    
Revenues 23,919 48,115
Sales of New Equipment [Member]    
Revenues:    
Revenues 7,425 10,412
Sales of New Equipment [Member] | Topic 606 [Member]    
Revenues:    
Revenues 7,425 10,412
Parts, Service and Other [Member]    
Revenues:    
Revenues 14,079 17,505
Parts, Service and Other [Member] | Topic 606 [Member]    
Revenues:    
Revenues $ 14,079 $ 17,505
v3.25.1
Significant Accounting Policies - Additional Information (Detail) - Customer
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Summary Of Significant Accounting Policy [Line Items]    
Customer accounted for more than 10% of revenue 0 0
Bad debt expense as a percentage of total revenues 0.50% 0.40%
Salvage value 25.00%  
ASU 2023-07 [Member]    
Summary Of Significant Accounting Policy [Line Items]    
Change in accounting principle, accounting standards update, adopted true  
Change in accounting principle, accounting standards update, adoption date Jan. 01, 2024  
Change in accounting principle, accounting standards update, immaterial effect true  
ASU 2023-09 [Member]    
Summary Of Significant Accounting Policy [Line Items]    
Change in accounting principle, accounting standards update, adopted true  
Change in accounting principle, accounting standards update, adoption date Jan. 01, 2025  
Change in accounting principle, accounting standards update, immaterial effect true  
Topic 842 [Member] | Customer Concentration Risk [Member] | Revenues [Member]    
Summary Of Significant Accounting Policy [Line Items]    
Percentage of revenue/purchase 81.00%  
Cranes And Aerial Work Platform [Member]    
Summary Of Significant Accounting Policy [Line Items]    
Estimated useful life 10 years  
Earthmoving Equipment [Member]    
Summary Of Significant Accounting Policy [Line Items]    
Estimated useful life 5 years  
Material Handling Equipment [Member]    
Summary Of Significant Accounting Policy [Line Items]    
Estimated useful life 7 years  
Attachments And Other Equipment [Member]    
Summary Of Significant Accounting Policy [Line Items]    
Estimated useful life 3 years  
v3.25.1
Significant Accounting Policies - Schedule of Carrying Amount of Goodwill (Detail)
$ in Thousands
12 Months Ended
Dec. 31, 2024
USD ($)
Goodwill [Line Items]  
Balance $ 108,155 [1]
Increase 17,536 [2]
Balance 135,169 [1]
Giffin Equipment [Member]  
Goodwill [Line Items]  
Decrease (100) [3]
Lewistown Rentals [Member]  
Goodwill [Line Items]  
Increase 8,401 [4]
Precision Rentals [Member]  
Goodwill [Line Items]  
Increase 651 [5]
Lewistown Acquisition [Member]  
Goodwill [Line Items]  
Increase 526 [6]
Equipment Rentals [Member]  
Goodwill [Line Items]  
Balance 99,708 [1]
Increase 17,536 [2]
Balance 126,722 [1]
Equipment Rentals [Member] | Giffin Equipment [Member]  
Goodwill [Line Items]  
Decrease (100) [3]
Equipment Rentals [Member] | Lewistown Rentals [Member]  
Goodwill [Line Items]  
Increase 8,401 [4]
Equipment Rentals [Member] | Precision Rentals [Member]  
Goodwill [Line Items]  
Increase 651 [5]
Equipment Rentals [Member] | Lewistown Acquisition [Member]  
Goodwill [Line Items]  
Increase 526 [6]
Sales of Rental Equipment [Member]  
Goodwill [Line Items]  
Balance 8,447 [1]
Balance $ 8,447 [1]
[1] The total carrying amount of goodwill as of December 31, 2023, December 31, 2024 and March 31, 2025 is reflected net of $98.4 million of accumulated impairment charges.
[2] Increase due to the Precision Rentals (“Precision”) Acquisition during the first quarter of 2024.
[3] Decrease is related to the final purchase accounting adjustment of the Giffin Acquisition during the first quarter of 2024.
[4] Increase due to Lewistown Rentals (“Lewistown”) Acquisition during the second quarter of 2024.
[5] Increase is related to the final closing adjustment of the Precision Acquisition during the second quarter of 2024.
[6] Increase is related to the final closing adjustment of the Lewistown Acquisition during the third quarter of 2024.
v3.25.1
Significant Accounting Policies - Schedule of Carrying Amount of Goodwill (Parenthetical) (Detail) - USD ($)
$ in Millions
Mar. 31, 2025
Dec. 31, 2024
Accounting Policies [Abstract]    
Goodwill, net of accumulated impairment charges $ 98.4 $ 98.4
v3.25.1
Merger and Acquisitions - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended
Feb. 19, 2025
May 01, 2024
Jan. 01, 2024
Mar. 31, 2025
Mar. 31, 2024
Feb. 28, 2025
Jan. 31, 2025
Business Acquisition [Line Items]              
Minimum tender percentage of one share more than outstanding common stock 50.00%            
Transaction expenses       $ 9,791 $ 0    
United Merger Agreement [Member]              
Business Acquisition [Line Items]              
Share price             $ 92
Termination fee paid $ 63,500            
Lewistown Rentals [Member]              
Business Acquisition [Line Items]              
Business acquisition, completion date   May 01, 2024          
Aggregate consideration paid   $ 33,800          
Percentage of goodwill recognized deductible for income tax purposes       100.00%      
Acquisition costs         200    
Precision Rentals [Member]              
Business Acquisition [Line Items]              
Business acquisition, completion date     Jan. 01, 2024        
Aggregate consideration paid     $ 124,000        
Percentage of goodwill recognized deductible for income tax purposes       100.00%      
Fair value allocated to intangible assets acquired     37,200        
Acquisition costs         $ 300    
Precision Rentals [Member] | Noncompetition Agreements [Member]              
Business Acquisition [Line Items]              
Fair value allocated to intangible assets acquired     $ 3,500        
Herc Holdings Inc [Member]              
Business Acquisition [Line Items]              
Share price           $ 104.89  
Share offer price $ 0.1287         0.1287  
Cash offer price $ 78.75         $ 78.75  
Payable for termination fee $ 145,000            
Herc Holdings Inc [Member] | United Merger Agreement [Member]              
Business Acquisition [Line Items]              
Termination fee paid $ 63,500            
v3.25.1
Merger and Acquisitions - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($)
$ in Thousands
Mar. 31, 2025
Dec. 31, 2024
[1]
May 01, 2024
Jan. 01, 2024
Dec. 31, 2023
[1]
Business Acquisition [Line Items]          
Goodwill $ 135,169 $ 135,169     $ 108,155
Lewistown Rentals [Member]          
Business Acquisition [Line Items]          
Accounts receivable     $ 953    
Prepaid expenses and other assets     1    
Rental equipment     19,047    
Property and equipment     1,177    
Customer relationships intangible asset [2]     3,800    
Total identifiable assets acquired     24,978    
Accounts payable     (79)    
Accrued expenses payable and other liabilities     (28)    
Total liabilities assumed     (107)    
Net identifiable assets acquired     24,871    
Goodwill [3]     8,927    
Net assets acquired     $ 33,798    
Precision Rentals [Member]          
Business Acquisition [Line Items]          
Accounts receivable       $ 4,120  
Prepaid expenses and other assets       26  
Rental equipment       63,215  
Property and equipment       2,122  
Operating lease right-of-use assets       68  
Customer relationships intangible asset [4]       33,700  
Total identifiable assets acquired       103,251  
Accounts payable       (57)  
Accrued expenses payable and other liabilities       (832)  
Operating lease liabilities       (68)  
Total liabilities assumed       (957)  
Net identifiable assets acquired       102,294  
Goodwill [5]       18,187  
Net assets acquired       120,481  
Noncompetition agreement intangible asset [4],[6]       3,500  
Total cumulative consideration       $ 123,981  
[1] The total carrying amount of goodwill as of December 31, 2023, December 31, 2024 and March 31, 2025 is reflected net of $98.4 million of accumulated impairment charges.
[2] The following table reflects the fair values and useful lives of the acquired intangible assets:

 

 

Fair Value
(amounts in
thousands)

 

 

Life (years)

 

Customer relationships

 

$

3,800

 

 

 

10

 

[3] The acquired goodwill has been allocated to the equipment rentals reporting unit.
[4] The following table reflects the fair values and useful lives of the acquired intangible assets:

 

 

Fair Value
(amounts in
thousands)

 

 

Weighted-Average Life (years)

 

Customer relationships

 

$

33,700

 

 

 

10

 

Noncompetition agreements

 

 

3,500

 

 

 

5

 

 

 

$

37,200

 

 

 

10

 

[5] The acquired goodwill has been allocated to the equipment rentals reporting unit.
[6] The fair value of the noncompetition agreements is considered to be a separate transaction under ASC 805 and as such, has been excluded from the purchase price.
v3.25.1
Merger and Acquisitions - Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed (Parenthetical) (Detail) - USD ($)
$ in Thousands
May 01, 2024
Jan. 01, 2024
Lewistown Rentals [Member] | Customer Relationships [Member]    
Business Acquisition [Line Items]    
Fair Value (amounts in thousands) $ 3,800  
Life (years) 10 years  
Precision Rentals [Member]    
Business Acquisition [Line Items]    
Fair Value (amounts in thousands)   $ 37,200
Life (years)   10 years
Precision Rentals [Member] | Customer Relationships [Member]    
Business Acquisition [Line Items]    
Fair Value (amounts in thousands)   $ 33,700
Life (years)   10 years
Precision Rentals [Member] | Noncompetition Agreements [Member]    
Business Acquisition [Line Items]    
Fair Value (amounts in thousands)   $ 3,500
Life (years)   5 years
v3.25.1
Merger and Acquisitions - Unaudited Pro Forma Financial Information (Detail) - Precision Rentals and Lewistown Rentals [Member]
$ in Thousands
3 Months Ended
Mar. 31, 2024
USD ($)
Business Acquisition [Line Items]  
Total revenues $ 373,537
Net income $ 25,704
v3.25.1
Fair Value of Financial Instruments - Estimated Incremental Borrowing Rates for Similar Types of Borrowing Arrangements (Detail) - Level 2 [Member] - Senior Unsecured Notes Due 2028 [Member] - USD ($)
$ in Thousands
Mar. 31, 2025
Dec. 31, 2024
Carrying Amount [Member]    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Senior unsecured notes due 2028 with interest computed at 3.875% (Level 2) $ 1,244,655 $ 1,244,295
Fair Value [Member]    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Senior unsecured notes due 2028 with interest computed at 3.875% (Level 2) $ 1,246,484 $ 1,145,738
v3.25.1
Fair Value of Financial Instruments - Estimated Incremental Borrowing Rates for Similar Types of Borrowing Arrangements (Parenthetical) (Detail) - Level 2 [Member] - Senior Unsecured Notes Due 2028 [Member]
3 Months Ended 12 Months Ended
Mar. 31, 2025
Dec. 31, 2024
Carrying Amount [Member]    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Senior unsecured notes, due year 2028 2028
Senior unsecured notes, interest rate 3.875% 3.875%
Fair Value [Member]    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Senior unsecured notes, due year 2028 2028
Senior unsecured notes, interest rate 3.875% 3.875%
v3.25.1
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Dec. 31, 2024
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]      
Transfer of financial assets $ 0 $ 0  
Fair Value [Member] | Level 1 [Member] | Senior Unsecured Notes Due 2028 [Member]      
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]      
Senior unsecured notes, due year 2028   2028
v3.25.1
Stockholders' Equity - Summary of Activity in Stockholders' Equity (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Schedule of Capitalization, Equity [Line Items]    
Beginning Balances $ 622,480 $ 534,289
Beginning Balances, shares 41,086,358  
Stock-based compensation $ 2,811 3,788
Cash dividends declared on common stock ($0.275 per share) (9,883) (9,900)
Issuance of common stock, net of forfeitures 1 2
Repurchase of shares of restricted common stock (5,319) (3,390)
Net income (loss) (6,208) 25,889
Ending Balances $ 603,882 550,678
Ending Balances, shares 41,203,382  
Common Stock [Member]    
Schedule of Capitalization, Equity [Line Items]    
Beginning Balances $ 411 $ 408
Beginning Balances, shares 41,086,358 40,823,375
Issuance of common stock, net of forfeitures $ 1 $ 2
Issuance of common stock, net of forfeitures, shares 117,024 137,436
Ending Balances $ 412 $ 410
Ending Balances, shares 41,203,382 40,960,811
Additional Paid-in Capital [Member]    
Schedule of Capitalization, Equity [Line Items]    
Beginning Balances $ 273,163 $ 261,927
Stock-based compensation 2,811 3,788
Ending Balances 275,974 265,715
Treasury Stock [Member]    
Schedule of Capitalization, Equity [Line Items]    
Beginning Balances (81,798) (76,017)
Repurchase of shares of restricted common stock (5,319) (3,390)
Ending Balances (87,117) (79,407)
Retained Earnings [Member]    
Schedule of Capitalization, Equity [Line Items]    
Beginning Balances 430,704 347,971
Cash dividends declared on common stock ($0.275 per share) (9,883) (9,900)
Net income (loss) (6,208) 25,889
Ending Balances $ 414,613 $ 363,960
v3.25.1
Stockholders' Equity - Summary of Activity in Stockholders' Equity (Parenthetical) (Detail) - $ / shares
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Schedule of Capitalization, Equity [Line Items]    
Cash dividends declared on common stock, per share $ 0.275 $ 0.275
Repurchase of restricted common stock, shares 54,203 57,662
v3.25.1
Stock-Based Compensation - Additional Information (Detail) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Unrecognized compensation expense related to non-vested RSU award payments $ 10.6  
Expected non-vested RSU recognized over a weighted-average period 1 year 9 months 18 days  
Recognized tax benefit $ 0.4 $ 0.4
Fair value of vested stock 5.1 5.1
Selling, General and Administrative Expenses [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Share compensation expense $ 2.8 $ 3.8
Time Based Restricted Stock Units [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Vesting rights, description The RSUs automatically convert to shares of common stock on a one-for-one basis as the awards vest. The time-based RSUs typically vest over a three year vesting period beginning 12 months from the grant date and thereafter annually on the anniversary of the grant date. The performance-based RSUs vest based on the achievement of the performance conditions specific to certain financial metrics during the three year performance period.  
Stock-based compensation plan, vesting period 3 years  
Performance Based Restricted Stock Units [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Stock-based compensation plan, vesting period 3 years  
Common Stock [Member] | Restricted Stock Units [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Conversion basis as awards vest 1.00%  
2016 Stock-Based Incentive Compensation Plan [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Stock-Based incentive compensation plan 2,111,870  
v3.25.1
Stock-Based Compensation - Schedule of Non-Vested RSU Activity (Detail)
3 Months Ended
Mar. 31, 2025
$ / shares
shares
Share-Based Payment Arrangement [Abstract]  
Non-vested RSUs, beginning balance, Number of Shares | shares 496,901
Granted, Number of Shares | shares 52,102
Vested, Number of Shares | shares (128,929)
Forfeited, Number of Shares | shares (11,905)
Non-vested RSUs, ending balance, Number of Shares | shares 408,169
Non-vested RSUs, beginning balance, Weighted Average Grant Date Fair Value | $ / shares $ 46.73
Granted, Weighted Average Grant Date Fair Value | $ / shares 45.55
Vested, Weighted Average Grant Date Fair Value | $ / shares 39.71
Forfeited, Weighted Average Grant Date Fair Value | $ / shares 48.6
Non-vested RSUs, ending balance, Weighted Average Grant Date Fair Value | $ / shares $ 48.74
v3.25.1
Income (Loss) per Share - Additional Information (Detail)
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Earnings Per Share [Abstract]    
Restricted common shares, percentage 1.00% 1.00%
v3.25.1
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, 2025
Mar. 31, 2024
Earnings Per Share [Line Items]    
Net income (loss) $ (6,208) $ 25,889
Weighted average number of common shares outstanding:    
Basic 36,362 36,196
Diluted 36,362 36,562
Income (loss) per share:    
Basic net income (loss) per share $ (0.17) $ 0.72
Diluted net income (loss) per share (0.17) 0.71
Common shares excluded from the denominator as anti-dilutive:    
Dividends declared per common share outstanding $ 0.275 $ 0.275
Non-vested restricted stock [Member]    
Weighted average number of common shares outstanding:    
Effect of dilutive non-vested restricted stock 0 366
v3.25.1
Senior Secured Credit Facility - Additional Information (Detail)
$ in Millions
Mar. 31, 2025
USD ($)
3.875% Senior Notes [Member]  
Debt Instrument [Line Items]  
Asset based facility with its lenders $ 1,364.5
Wells Fargo Capital Finance, LLC [Member] | Credit Facility [Member]  
Debt Instrument [Line Items]  
Asset based facility with its lenders 750.0
Revolving Credit Facility [Member]  
Debt Instrument [Line Items]  
Line of credit 114.5
Available borrowings under our senior secured credit facility 620.7
Outstanding standby letters of credit $ 14.8
Weighted average interest rate 5.50%
v3.25.1
Senior Unsecured Notes - Additional Information (Detail) - 3.875% Senior Notes [Member]
$ in Millions
Dec. 14, 2020
USD ($)
Debt Instrument [Line Items]  
Aggregate principal amount $ 1,250
Senior unsecured notes, interest rate 3.875%
Senior unsecured notes, maturity year 2028
v3.25.1
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, 2025
Mar. 31, 2024
Dec. 31, 2024
Debt Instrument [Line Items]      
Senior unsecured notes, beginning balance $ 1,244,295    
Amortization of deferred financing costs 349 $ 350  
Senior unsecured notes, ending balance 1,244,655   $ 1,244,295
Senior Unsecured Notes [Member]      
Debt Instrument [Line Items]      
Senior unsecured notes, beginning balance 1,244,295 $ 1,242,852 1,242,852
Senior unsecured notes, ending balance 1,244,655   1,244,295
Senior Unsecured Notes [Member] | 3.875% Senior Notes [Member]      
Debt Instrument [Line Items]      
Accretion of discount 293   1,172
Amortization of deferred financing costs $ 67   $ 271
v3.25.1
Leases - Additional Information (Detail)
$ in Millions
Mar. 31, 2025
USD ($)
Leases [Abstract]  
Weighted average remaining lease term for operating leases 7 years 6 months
Weighted average remaining lease term for finance leases 7 years 6 months
Weighted average discount rate for operating leases 6.30%
Weighted average discount rate for finance leases 6.00%
Future minimum operating lease payments 2025 $ 1.7
Future minimum operating lease payments 2026 4.1
Future minimum operating lease payments 2027 4.2
Future minimum operating lease payments 2028 4.3
Future minimum operating lease payments 2029 4.4
Future minimum operating lease payments thereafter $ 27.1
v3.25.1
Segment Information - Additional Information (Detail)
3 Months Ended
Mar. 31, 2025
Segment
Customer
Mar. 31, 2024
Segment
Customer
Segment Reporting Information [Line Items]    
Number of reportable segment 4 5
Customer accounted for more than 10% of revenue | Customer 0 0
CODM profit (loss) measure, how used, description Gross profit is the measure of profit or loss utilized to assess segment performance and allocate resources that is provided to and reviewed by the Company’s CODM. Cost of Revenues is the significant expense category for our reportable segments. The CODM uses gross profit to allocate resources (employees, equipment, or capital resources) in operational reviews, forecasting and budgeting processes. SG&A expenses, interest expense, income tax expense, as well as all other income and expense items below gross profit are not allocated to our reportable segments and are not provided to or reviewed by our CODM. Segment gross profit is utilized to assess segment performance while consolidated income from operations and income (loss) from operations before provision for income taxes is utilized to assess company-wide performance.  
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration] srt:ChiefOperatingOfficerMember  
Maximum [Member]    
Segment Reporting Information [Line Items]    
Sales to international customers 1.00% 1.00%
Parts Sales and Service Revenues [Member]    
Segment Reporting Information [Line Items]    
Number of reportable segment 1  
v3.25.1
Segment Information - Schedule of Information about Reportable Segments (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2025
Mar. 31, 2024
Dec. 31, 2024
Dec. 31, 2023
[1]
Segment Revenues:        
Revenues $ 319,455 $ 371,357    
Segment Cost of Revenues:        
Cost of revenues 195,861 206,492    
Segment Gross Profit:        
Gross profit 123,594 164,865    
Unallocated Reconciling Items        
Selling, general and administrative expenses 111,581 114,278    
Transaction expenses 9,791 0    
Gain on sales of property and equipment, net 3,623 1,433    
Interest expense 15,997 18,366    
Other, net 1,978 1,552    
Income (loss) from operations before provision (benefit) for income taxes (8,174) 35,206    
Segment identified assets:        
Total inventories, net 12,871   $ 12,976  
Rental equipment, net of accumulated depreciation 1,753,700   1,841,855  
Goodwill 135,169   135,169 [1] $ 108,155
Total assets 2,678,060   2,795,530  
Cash flows from investing activities:        
Purchases of rental equipment (13,422) (31,059)    
Proceeds from sales of rental equipment 23,900 47,809    
Equipment Rentals [Member]        
Segment Revenues:        
Revenues 274,032 295,325    
Segment Cost of Revenues:        
Cost of revenues 169,236 167,428    
Cash flows from investing activities:        
Purchases of rental equipment (13,422) (31,059)    
Sales of Rental Equipment [Member]        
Segment Revenues:        
Revenues 23,919 48,115    
Segment Cost of Revenues:        
Cost of revenues 9,803 17,829    
Cash flows from investing activities:        
Proceeds from sales of rental equipment 23,900 47,809    
Sales of New Equipment [Member]        
Segment Revenues:        
Revenues 7,425 10,412    
Segment Cost of Revenues:        
Cost of revenues 6,023 8,639    
Parts, Service and Other [Member]        
Segment Revenues:        
Revenues 14,079 17,505    
Segment Cost of Revenues:        
Cost of revenues 10,799 12,596    
Operating Segments [Member]        
Unallocated Reconciling Items        
Selling, general and administrative expenses 111,581 114,278    
Transaction expenses 9,791      
Gain on sales of property and equipment, net 3,623 1,433    
Interest expense (15,997) (18,366)    
Other, net 1,978 1,552    
Income (loss) from operations before provision (benefit) for income taxes (8,174) 35,206    
Segment identified assets:        
Total assets 1,766,571   1,854,831  
Operating Segments [Member] | Equipment Rentals [Member]        
Segment Revenues:        
Revenues 274,032 295,325    
Segment Cost of Revenues:        
Cost of revenues 169,236 167,428    
Segment Gross Profit:        
Gross profit 104,796 127,897    
Segment identified assets:        
Rental equipment, net of accumulated depreciation 1,753,700   1,841,855  
Goodwill 126,722   126,722  
Operating Segments [Member] | Rental Depreciation [Member]        
Segment Cost of Revenues:        
Cost of revenues 94,952 91,398    
Operating Segments [Member] | Rental Expense [Member]        
Segment Cost of Revenues:        
Cost of revenues 41,998 43,407    
Operating Segments [Member] | Rental Other [Member]        
Segment Cost of Revenues:        
Cost of revenues 32,286 32,623    
Operating Segments [Member] | Sales of Rental Equipment [Member]        
Segment Revenues:        
Revenues 23,919 48,115    
Segment Cost of Revenues:        
Cost of revenues 9,803 17,829    
Segment Gross Profit:        
Gross profit 14,116 30,286    
Segment identified assets:        
Goodwill 8,447   8,447  
Operating Segments [Member] | Sales of New Equipment [Member]        
Segment Revenues:        
Revenues 7,425 10,412    
Segment Cost of Revenues:        
Cost of revenues 6,023 8,639    
Segment Gross Profit:        
Gross profit 1,402 1,773    
Segment identified assets:        
Total inventories, net 1,677   1,955  
Operating Segments [Member] | Parts, Service and Other [Member]        
Segment Revenues:        
Revenues 14,079 17,505    
Segment Cost of Revenues:        
Cost of revenues 10,799 12,596    
Segment Gross Profit:        
Gross profit 3,280 $ 4,909    
Segment identified assets:        
Total inventories, net 11,194   11,021  
Unallocated Reconciling Assets [Member]        
Segment identified assets:        
Total assets $ 911,489   $ 940,699  
[1] The total carrying amount of goodwill as of December 31, 2023, December 31, 2024 and March 31, 2025 is reflected net of $98.4 million of accumulated impairment charges.

H and E Equipment Services (NASDAQ:HEES)
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H and E Equipment Services (NASDAQ:HEES)
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