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Acquisitions and Dispositions
9 Months Ended
Sep. 30, 2023
Acquisitions and Dispositions [Abstract]  
Acquisitions and Dispositions

(3) Acquisitions and Dispositions

2022 Acquisition

One Source Equipment Rentals, Inc.

Effective October 1, 2022, we acquired 100% of the equity of One Source Equipment Rentals, Inc. (“OSR”), an equipment rental company with ten branches located in the Midwest. The acquisition expands our presence in the surrounding market, including initial locations in Illinois, Indiana, and Kentucky.

The aggregate cash consideration paid was approximately $136.7 million. The acquisition and related fees and expenses were funded from available cash. Customary closing adjustments were finalized during the first quarter of 2023 and the update of a tax estimate upon filing the final tax returns concluded during the third quarter of 2023. The following table summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date.

 

 

$'s in thousands

 

Cash

 

$

337

 

Accounts receivable

 

 

10,406

 

Inventory

 

 

332

 

Prepaid expenses and other assets

 

 

374

 

Rental equipment

 

 

102,436

 

Property and equipment

 

 

4,216

 

Operating lease right-of-use assets

 

 

2,388

 

Intangible assets (1)

 

 

12,300

 

Total identifiable assets acquired

 

 

132,789

 

Accounts payable

 

 

(4,723

)

Tax payable

 

 

(786

)

Operating lease liabilities

 

 

(2,388

)

Deferred income taxes

 

 

(27,653

)

Total liabilities assumed

 

 

(35,550

)

Net identifiable assets acquired

 

 

97,239

 

Goodwill (2)

 

 

39,451

 

Net assets acquired

 

$

136,690

 

 

(1)
The following table reflects the estimated fair values and useful lives of the acquired intangible assets identified based on our purchase accounting assessments:

 

 

Fair Value
(amounts in
thousands)

 

 

Life (years)

 

Customer relationships

 

$

10,600

 

 

 

10

 

Noncompetition agreements

 

 

1,700

 

 

 

1

 

 

 

$

12,300

 

 

 

 

 

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

Included in the total goodwill amount of $39.5 million is approximately $0.8 million of accrued purchase price consideration to be paid to the sellers pursuant to the terms of the purchase agreement among the parties named thereto. The level of goodwill that resulted from the OSR acquisition is primarily reflective of OSR’s going-concern value, the value of assembled workforce, new customer relationships expected to arise from the acquisition and expected synergies from combining operations.

Total acquisition costs were $0.8 million and included within selling, general and administrative (“SG&A”) expenses on the Consolidated Statement of Operations during the year ended December 31, 2022. Since our acquisition of OSR on October 1, 2022, significant amounts of equipment rental fleet have been moved between H&E locations and the acquired locations, and it is impractical to reasonably estimate the amount of OSR revenues and earnings since the acquisition date.

The assets and liabilities were recorded as of October 1, 2022 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 OSR acquisition effective October 1, 2022. Therefore, our reported Condensed Consolidated Statement of Income for the quarter ended September, 2022 does not include OSR.

The pro forma information for the three and nine months ended September 30, 2022 in the table below (amounts in thousands) are for informational purposes only and gives effect to the OSR acquisition as if it had been completed on January 1, 2022 (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.

 

 

Pro Forma
Three Months Ended
September 30,

 

 

Pro Forma
Nine Months Ended
September 30,

 

 

 

2022

 

 

2022

 

Total revenues

 

$

339,309

 

 

$

936,488

 

Net income

 

$

38,365

 

 

$

83,626

 

2022 Disposition

Komatsu Earthmoving Distributorship

On December 15, 2022, we sold our Komatsu earthmoving distribution business to Houston, Texas based Waukesha-Pearce Industries, LLC (“WPI”) for $29.2 million, subject to customary closing adjustments. The WPI sale included the rights to the distribution of Komatsu earthmoving equipment in the state of Louisiana and counties located in southwestern Arkansas, a branch location and its associated property, plant and equipment in Kenner, LA, Komatsu new equipment inventory, assets at a leased facility in Bossier City, LA and certain other equipment, parts and supplies with a net book value of approximately $14.7 million. We recorded a gain from sales of property and equipment, net of $12.9 million and a gain of $2.5 million within other income on the Consolidated Statement of Operations for the year ended December 31, 2022. The WPI sale did not qualify for discontinued operations as the divestiture does not meet the definition of a component.

2021 Disposition

Crane Sale

On July 19, 2021, the Company entered into a definitive agreement to sell its crane business to a wholly-owned subsidiary of The Manitowoc Company, Inc. for $130.0 million in cash, which was subject to adjustment based on actual amounts of net working capital and crane rental fleet net book value delivered at transaction closing. The Company executed the transaction closing on October 1, 2021 subject to customary closing conditions, including regulatory approval under the Hart-Scott-Rodino Act, resulting in proceeds of

$135.9 million, which was subject to the finalization of adjustments. During June 2022, closing adjustments of $1.9 million were finalized and recorded as discontinued operations on the consolidated statement of income.

This disposition represents the Company’s strategic shift to a pure-play rental business. In accordance with ASC 360, Property, Plant, and Equipment, the Company ceased recording depreciation and amortization for Crane Sale related rental fleet, property, plant and equipment, and right of use lease assets upon qualifying as held for sale. In accordance with ASC 205-20, the Company determined that discontinued operations presentation was met during the third quarter of fiscal year 2021. As part of the divestiture, we entered into a transition services agreement with the buyer to assist them in the transition of certain functions, including, but not limited to, information technology, accounting and human resources for a period of sixty days up to six months. Aside from these customary transition services, there will be no continuing involvement with the crane business after its disposal.

The Company reported financial results of the crane business within all of our segments: equipment rentals, used equipment sales, new equipment sales, parts sales and service revenues. Additionally, the crane business was included within the equipment rental component 2, used equipment sales, new equipment sales, parts sales and service revenues goodwill reporting units.

As a result of the agreement to sell the Company’s crane business, its results are reported separately as discontinued operations in our consolidated statements of income for all periods presented. As permitted, the Company elected not to adjust the consolidated statements of cash flows to exclude cash flows attributable to discontinued operations. Accordingly, we disclosed the depreciation, capital expenditures and significant operating and investing non-cash items related to the Crane Sale below.

The following tables (amounts in thousands) present the Crane Sale results as reported in loss from discontinued operations within our condensed consolidated statements of income.

 

 

 

 

Nine Months Ended

 

 

 

 

September 30,

 

 

 

 

2022

 

         Total revenues

 

 

$

 

         Total cost of revenues

 

 

 

 

         Gross profit

 

 

 

 

Selling, general and administrative expenses

 

 

 

 

Merger and other

 

 

 

132

 

Loss on sales of property and equipment, net

 

 

 

 

Loss from discontinued operations

 

 

 

(132

)

Other, net

 

 

 

(1,917

)

Loss before benefit from income taxes

 

 

 

(2,049

)

Benefit from income taxes

 

 

 

(525

)

Net loss from discontinued operations

 

 

$

(1,524

)

 

Cash flows from discontinued operations was as follows (amounts in thousands):

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2022

 

Operating activities of discontinued operations:

 

 

 

Loss on sale of discontinued operations

 

 

1,917