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 ~~June~~September 30, 2024


☐	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 ~~July~~October 2322, 2024, there were 36,~~522~~610,~~703~~928 shares of H&E Equipment Services, Inc. common stock, $0.01 par value, outstanding.

H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

~~June~~September 30, 2024

		Page
PART I. FINANCIAL INFORMATION		5
Item 1. Financial Statements:		5
Condensed Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023		5
Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023		5
Condensed Consolidated Statements of Income (Unaudited) for the Three and Six Months Ended June 30, 2024 and 2023		6
Condensed Consolidated Statements of Income (Unaudited) for the Three and Nine Months Ended September 30, 2024 and 2023		6
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2024 and 2023		7
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2024 and 2023		7
Notes to Condensed Consolidated Financial Statements (Unaudited)		9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2221
Item 3. Quantitative and Qualitative Disclosures About Market Risk		3332
Item 4. Controls and Procedures		3332
PART II. OTHER INFORMATION		33
Item 1. Legal Proceedings		33
Item 1A. Risk Factors		3433
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		3433
Item 3. Defaults upon Senior Securities		3433
Item 4. Mine Safety Disclosures		3433
Item 5. Other Information		34
Item 6. Exhibits		34
Signatures		35

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; and

•

other factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023.

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, 2023, as well as other reports and registration statements filed by us with the SEC. These factors should not be construed as exhaustive and should be read with other cautionary statements in this Quarterly Report on Form 10-Q and our other public filings. All of our annual, quarterly and current reports, and any amendments thereto, filed with or furnished to the SEC are available on our Internet website under the Investor Relations link. For more information about us and the announcements we make from time to time, visit our Internet website at www.~~he-equipment~~herentals.com.

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
	June 30,			December 31,
	September 30,			December 31,
	2024			2023
	(Unaudited)
ASSETS
Cash	$	811,~~609~~083		$	8,500
Receivables, net of allowance for doubtful accounts of $7,831 and $7,126, respectively		248,108			247,430
Receivables, net of allowance for doubtful accounts of $8,424 and $7,126, respectively		252,224			247,430
Inventories, net of reserves for obsolescence of $129 and $207, respectively		21,891			109,931
Inventories, net of reserves for obsolescence of $164 and $207, respectively		22,034			109,931
Prepaid expenses and other assets		1814,~~041~~473			8,740
Rental equipment, net of accumulated depreciation of $1,022,455 and $990,971, respectively		1,910,777			1,756,578
Rental equipment, net of accumulated depreciation of $1,062,984 and $990,971, respectively		1,924,653			1,756,578
Property and equipment, net of accumulated depreciation and amortization of $201,630 and $193,723, respectively		240,835			183,773
Property and equipment, net of accumulated depreciation and amortization of $209,154 and $193,723, respectively		244,706			183,773
Operating lease right-of-use assets, net of accumulated amortization of $82,250 and $71,021, respectively		191,585			176,703
Operating lease right-of-use assets, net of accumulated amortization of $88,471 and $71,021, respectively		214,673			176,703
Finance lease right-of-use assets, net of accumulated amortization of $535 and $345, respectively		3,677			2,891
Finance lease right-of-use assets, net of accumulated amortization of $663 and $345, respectively		3,881			2,891
Deferred financing costs, net of accumulated amortization of $18,170 and $17,606, respectively		4,045			4,609
Deferred financing costs, net of accumulated amortization of $18,453 and $17,606, respectively		3,762			4,609
Intangible assets, net of accumulated amortization of $30,894 and $25,824, respectively		68,606			32,576
Intangible assets, net of accumulated amortization of $33,492 and $25,824, respectively		66,008			32,576
Goodwill		~~134~~135,~~643~~169			108,155
Total assets	$	2,~~850~~892,~~817~~666		$	2,639,886
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Senior secured credit facility	$	~~287~~276,~~295~~322		$	181,642
Accounts payable		~~113~~91,~~029~~290			85,486
Manufacturer flooring plans payable		21,~~642~~715			2,708
Accrued expenses payable and other liabilities		8398,~~297~~250			87,929
Dividends payable		~~280~~340			360
Senior unsecured notes, net of unaccreted discount of $5,221 and $5,807 and deferred financing costs of $1,206 and $1,341, respectively		1,243,573			1,242,852
Senior unsecured notes, net of unaccreted discount of $4,928 and $5,807 and deferred financing costs of $1,138 and $1,341, respectively		1,243,934			1,242,852
Operating lease liabilities		~~207~~235,~~549~~616			183,775
Finance lease liabilities		34,~~862~~101			3,019
Deferred income taxes		~~333~~343,~~241~~886			317,826
Total liabilities		2,~~274~~295,~~768~~454			2,105,597
Commitments and Contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value, 25,000,000 shares authorized; no shares issued		—			—
Common stock, $0.01 par value, 175,000,000 shares authorized; 40,955,169 and 40,823,375 shares issued at June 30, 2024 and December 31, 2023, respectively, and 36,523,320 and 36,449,188 shares outstanding at June 30, 2024 and December 31, 2023, respectively		410			408
Common stock, $0.01 par value, 175,000,000 shares authorized; 41,093,266 and 40,823,375 shares issued at September 30, 2024 and December 31, 2023, respectively, and 36,611,772 and 36,449,188 shares outstanding at September 30, 2024 and December 31, 2023, respectively		411			408
Additional paid-in capital		~~267~~270,~~917~~533			261,927
Treasury stock at cost, 4,431,849 and 4,374,187 shares of common stock held at June 30, 2024 and December 31, 2023, respectively		(79,407	)		(76,017	)
Treasury stock at cost, 4,481,494 and 4,374,187 shares of common stock held at September 30, 2024 and December 31, 2023, respectively		(81,798	)		(76,017	)
Retained earnings		~~387~~408,~~129~~066			347,971
Total stockholders’ equity		~~576~~597,~~049~~212			534,289
Total liabilities and stockholders’ equity	$	2,~~850~~892,~~817~~666		$	2,639,886

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

H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Amounts in thousands, except per share amounts)

Three Months Ended

~~Six~~Nine Months Ended

June 30,

September 30,

2024

2023

2024

2023

Revenues:

Equipment rentals

~~312~~326,~~356~~219

~~291~~315,~~459~~811

~~607~~933,~~681~~900

~~553~~869,~~467~~278

Sales of rental equipment

3427,~~937~~790

3952,~~653~~708

83110,~~052~~842

71124,~~768~~476

Sales of new equipment

1014,~~670~~054

812,~~857~~633

2135,~~082~~136

1629,~~675~~308

Parts, service and other

1816,~~319~~799

2019,~~263~~544

3552,~~824~~623

4060,~~804~~348

Total revenues

~~376~~384,~~282~~862

~~360~~400,~~232~~696

~~747~~1,~~639~~132,501

~~682~~1,~~714~~083,410

Cost of revenues:

Rental depreciation

9295,~~398~~194

8590,~~913~~361

~~183~~278,~~796~~990

~~167~~258,~~785~~146

Rental expense

4245,~~522~~494

3840,~~757~~545

85131,~~929~~423

76117,~~624~~169

Rental other

3537,~~189~~687

3035,~~350~~056

67105,~~812~~499

5893,~~325~~381

170,109

155,020

337,537

302,734

178,375

165,962

515,912

468,696

Sales of rental equipment

1311,~~120~~057

1621,~~215~~893

3042,~~949~~006

2951,~~503~~396

Sales of new equipment

811,~~872~~266

710,~~535~~962

1728,~~511~~777

1425,~~316~~278

Parts, service and other

12,~~901~~710

13,~~101~~496

2538,~~497~~207

2639,~~422~~918

Total cost of revenues

~~205~~213,~~002~~408

~~191~~212,~~871~~313

~~411~~624,~~494~~902

~~372~~585,~~975~~288

Gross profit

171,~~280~~454

~~168~~188,~~361~~383

~~336~~507,~~145~~599

~~309~~498,~~739~~122

Selling, general and administrative expenses

~~111~~112,~~831~~449

99104,~~259~~218

~~226~~338,~~109~~558

~~194~~298,~~594~~812

Gain on sales of property and equipment, net

3,352

436

4,785

1,103

Impairment of goodwill

—

(5,714

)

—

(5,714

)

Income from operations

62,801

69,538

114,821

116,248

Gain on sales of property and equipment, net

1,664

763

6,449

1,866

Income from operations

60,669

79,214

175,490

195,462

Other income (expense):

Interest expense

(18,~~227~~771

)

(1416,~~700~~145

)

(3655,~~593~~364

)

(2844,~~397~~542

)

Other, net

1,~~482~~448

13,~~064~~071

34,~~034~~482

25,~~780~~851

Total other expense, net

(1617,~~745~~323

)

(13,~~636~~074

)

(3350,~~559~~882

)

(2538,~~617~~691

)

Income from operations before provision for income taxes

4643,~~056~~346

5566,~~902~~140

81124,~~262~~608

90156,~~631~~771

Provision for income taxes

12,~~795~~278

1417,~~686~~261

2234,~~112~~390

2341,~~741~~002

Net income

3331,~~261~~068

4148,~~216~~879

5990,~~150~~218

66115,~~890~~769

Net income per common share:

Basic

0.9286

1.1435

12.6349

13.8621

Diluted

0.9185

1.1435

12.6247

13.8419

Weighted average common shares outstanding:

Basic

36,~~248~~300

36,~~075~~134

36,~~222~~249

36,~~050~~078

Diluted

36,~~470~~459

36,~~302~~322

36,~~517~~497

36,~~327~~326

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

H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in thousands)

	Six Months Ended
	Nine Months Ended
	June 30,
	September 30,
	2024			2023
Cash flows from operating activities:
Net income	$	5990,~~150~~218		$	66115,~~890~~769
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property and equipment		2234,~~056~~748			1625,~~326~~329
Depreciation of rental equipment		~~183~~278,~~796~~990			~~167~~258,~~785~~146
Amortization of finance lease right-of-use assets		~~190~~318			81154
Amortization of intangible assets		57,~~070~~668			35,~~365~~048
Amortization of deferred financing costs		~~699~~1,050			~~660~~1,009
Accretion of note discount, net of premium amortization		~~586~~879			~~586~~879
Non-cash operating lease expense		1117,~~229~~450			914,~~204~~212
Provision for losses on accounts receivable		24,~~675~~036			13,~~846~~382
Provision for inventory obsolescence		—36			6
Change in deferred income taxes		1526,~~415~~060			1935,~~970~~386
Stock-based compensation expense		58,~~990~~606			57,~~029~~304
Gain from sales of property and equipment, net		(4,785	)		(1,103	)
Impairment of goodwill		—			5,714
Gain from sales of rental equipment, net		(52,077	)		(42,121	)
Gain from sales of property and equipment, net		(6,449	)		(1,866	)
Gain from sales of rental equipment, net		(68,809	)		(72,856	)
Changes in operating assets and liabilities:
Receivables		1(3,~~793~~754	)		(332,~~184~~201	)
Inventories		32,~~046~~867			(~~154~~101,~~719~~771	)
Prepaid expenses and other assets		(95,~~287~~719	)		~~(13~~8,~~333~~107	)
Accounts payable		(2227,~~128~~330	)		61(8,~~710~~351	)
Manufacturer flooring plans payable		(66993	)		2,~~084~~235
Accrued expenses payable and other liabilities		(6,~~992~~284	)		(610,~~172~~867	)
Net cash provided by operating activities		~~216~~366,~~360~~156			~~134~~276,~~910~~502
Cash flows from investing activities:
Acquisition of businesses		(157,~~656~~779	)		—
Purchases of property and equipment		(7793,~~054~~873	)		(3355,~~393~~412	)
Purchases of rental equipment		(~~151~~288,~~834~~429	)		(~~308~~522,~~142~~596	)
Proceeds from sales of property and equipment		57,~~530~~492			12,~~474~~492
Proceeds from sales of rental equipment		82110,~~704~~482			71123,~~146~~480
Net cash used in investing activities		(~~298~~422,~~310~~107	)		(~~268~~452,~~915~~036	)
Cash flows from financing activities:
Borrowings on senior secured credit facility		1,~~023~~429,~~868~~860			~~876~~1,~~440~~332,449
Payments on senior secured credit facility		(~~918~~1,~~215~~335,180	)		(~~748~~1,~~653~~190,215	)
Dividends paid		(2030,~~072~~141	)		(1930,~~993~~017	)
Purchases of treasury stock		(35,~~390~~781	)		(36,~~226~~053	)
Payments of deferred financing costs		—			(4,939	)
Payments of finance lease obligations		(~~132~~224	)		(52102	)
Net cash provided by financing activities		8258,~~059~~534			99101,~~577~~123
Net increase (decrease) in cash		~~109~~2,583			(3474,~~428~~411	)
Cash, beginning of period		8,500			81,330
Cash, end of period	$	811,~~609~~083		$	466,~~902~~919

H&E EQUIPMENT SERVICES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)

(Amounts in thousands)

	Six Months Ended
	Nine Months Ended
	June 30,
	September 30,
	2024		2023
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	$	4933,~~591~~054	$	—
Assets transferred from inventory to rental fleet	$	84,994	$	6672,~~982~~590
Purchases of property and equipment included in accrued expenses payable and other liabilities	$	~~872~~447	$	~~545~~563
Operating lease assets obtained in exchange for new operating lease liabilities	$	2655,~~111~~420	$	1426,~~076~~946
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	3541,~~375~~353	$	2629,~~481~~131
Income taxes paid (net of refunds received)	$	910,~~281~~804	$	34,~~877~~812

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

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 and ~~six~~nine months ended ~~June~~September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024, 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, 2023, from which the consolidated balance sheet amounts as of December 31, 2023 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 ~~149~~157 branch locations across 3132 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.

(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, 2023. During the three and ~~six~~nine months ended ~~June~~September 30, 2024, 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.

Reclassifications

Certain reclassifications have been made to prior period amounts in the condensed consolidated statements of income to conform to the current period presentation. These reclassifications did not have a material impact on previously reported amounts.

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 statements of income for the three and ~~six~~nine months ended ~~June~~September 30, 2024 and 2023 are summarized by type and by the applicable accounting standard.

Three Months Ended June 30,

Three Months Ended September 30,

2024

2023

Topic 842

Topic 606

Total

Topic 842

Topic 606

Total

Revenues:

Rental revenues

Owned equipment rentals

~~267~~279,~~162~~138

~~205~~159

~~267~~279,~~367~~297

~~250~~271,~~718~~019

~~113~~132

~~250~~271,~~831~~151

Re-rent revenue

8,~~106~~797

—

8,~~106~~797

79,~~892~~106

—

79,~~892~~106

Ancillary and other rental revenues:

Delivery and pick-up

—

20,~~242~~829

—

1719,~~674~~090

Other

1617,~~641~~296

—

1617,~~641~~296

1516,~~062~~464

—

1516,~~062~~464

Total ancillary rental revenues

1617,~~641~~296

20,~~242~~829

3638,~~883~~125

1516,~~062~~464

1719,~~674~~090

3235,~~736~~554

Total equipment rental revenues

~~291~~305,~~909~~231

20,~~447~~988

~~312~~326,~~356~~219

~~273~~296,~~672~~589

1719,~~787~~222

~~291~~315,~~459~~811

Sales of rental equipment

—

3427,~~937~~790

—

3952,~~653~~708

Sales of new equipment

—

1014,~~670~~054

—

812,~~857~~633

Parts, service and other

—

1816,~~319~~799

—

2019,~~263~~544

Total revenues

~~291~~305,~~909~~231

8479,~~373~~631

~~376~~384,~~282~~862

~~273~~296,~~672~~589

86104,~~560~~107

~~360~~400,~~232~~696

Six Months Ended June 30,

Nine Months Ended September 30,

2024

2023

Topic 842

Topic 606

Total

Topic 842

Topic 606

Total

Revenues:

Rental revenues

Owned equipment rentals

~~520~~799,~~460~~598

~~327~~486

~~520~~800,~~787~~084

~~474~~745,~~298~~317

~~250~~382

~~474~~745,~~548~~699

Re-rent revenue

1625,~~427~~224

—

1625,~~427~~224

1625,~~251~~357

—

1625,~~251~~357

Ancillary and other rental revenues:

Delivery and pick-up

—

3859,~~849~~678

—

3352,~~165~~255

Other

3148,~~618~~914

—

3148,~~618~~914

2945,~~503~~967

—

2945,~~503~~967

Total ancillary rental revenues

3148,~~618~~914

3859,~~849~~678

70108,~~467~~592

2945,~~503~~967

3352,~~165~~255

6298,~~668~~222

Total equipment rental revenues

~~568~~873,~~505~~736

3960,~~176~~164

~~607~~933,~~681~~900

~~520~~816,~~052~~641

3352,~~415~~637

~~553~~869,~~467~~278

Sales of rental equipment

—

83110,~~052~~842

—

71124,~~768~~476

Sales of new equipment

—

2135,~~082~~136

—

1629,~~675~~308

Parts, service and other

—

3552,~~824~~623

—

4060,~~804~~348

Total revenues

~~568~~873,~~505~~736

~~179~~258,~~134~~765

~~747~~1,~~639~~132,501

~~520~~816,~~052~~641

~~162~~266,~~662~~769

~~682~~1,~~714~~083,410

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, 2023.

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.

Pursuant to Topic 842 and Topic 326 for rental and non-rental receivables, respectively, we maintain an allowance for doubtful accounts that reflects our estimate of our expected credit losses. Our allowance is estimated using a loss rate model based on delinquency. The estimated loss rate is based on our historical experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable forecasts, and our own judgment as to the likelihood of ultimate payment based upon available data. Our largest exposure to doubtful accounts is our rental operations, which as discussed above is accounted for under Topic 842. For the ~~six~~nine months ended ~~June~~September 30, 2024, revenue under ASC 842 represents 7677% 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 ~~six~~nine months ended ~~June~~September 30, 2024 and 2023 was approximately 0.4% and 0.3%, 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 and ~~six~~nine months ended ~~June~~September 30, 2024 and 2023 that were 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 year ended December 31, 2023 and the ~~six~~nine months ended ~~June~~September 30, 2024 is as follows (amounts in thousands):

	Equipment Rentals			Sales of Rental Eq.		Parts Sales			Total
Balance at December 31, 2022 (1)	$	88,529		$	8,447	$	5,714		$	102,690
Increase (2)		29			—		—			29
Decrease (3)		—			—		(5,714	)		(5,714	)
Decrease (4)		(132	)		—		—			(132	)
Increase (5)		11,282			—		—			11,282
Balance at December 31, 2023 (1)		99,708			8,447		—			108,155
Increase (6)		17,536			—		—			17,536
Decrease (7)		(100	)		—		—			(100	)
Increase (8)		8,401			—		—			8,401
Increase (9)		651			—		—			651
Balance at June 30, 2024 (1)	$	126,196		$	8,447	$	—		$	134,643
Increase (10)		526			—		—			526
Balance at September 30, 2024 (1)	$	126,722		$	8,447	$	—		$	135,169

(1)

The total carrying amount of goodwill as of December 31, 2022 in the table above is reflected net of $92.7 million of accumulated impairment charges. The total carrying amount of goodwill as of December 31, 2023 and ~~June~~September 30, 2024 in the table above is reflected net of $98.4 million of accumulated impairment charges.

(2)

Increase is related to the closing adjustments of the OSR Acquisition during the first quarter of 2023.

(3)

Decrease is related to the Parts Sales goodwill impairment calculated during the third quarter of 2023.

(4)

Decrease is related to the final closing adjustment of the OSR Acquisition during the third quarter of 2023.

(5)

Increase due to the Giffin Equipment (“Giffin”) Acquisition during the fourth quarter of 2023.

(6)

Increase due to the Precision Rentals (“Precision”) Acquisition during the first quarter of 2024.

(7)

Decrease is related to the purchase accounting adjustment of the Giffin Acquisition during the first quarter of 2024.

Increase due to Lewistown Rentals (“Lewistown”) Acquisition during the second quarter of 2024.

(8)

Increase due to Lewistown Rentals (“Lewistown”) Acquisition during the second quarter of 2024.

(9)

Increase is related to the final closing adjustment of the Precision Acquisition during the second quarter of 2024.

(10)

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 income. 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 statements of income.

Ordinary repair and maintenance costs and property taxes are reflected in rental expenses in cost of revenues on the condensed consolidated statements of income. 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 statements of income. We receive individual offers for fleet 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

Segment Reporting

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves 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 require disclosure of incremental segment information on an annual and interim basis for all public entities. The amendments are effective for our Annual Report on Form 10-K for fiscal years beginning after December 15, 2023, and for the interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. ASU 2023-07 became effective on January 1, 2024 and is not expected to have an impact on our financial statements, but will result in expanded reportable segment disclosures.

Income Taxes

In December 2023, the FASB issued 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 becomes effective January 1, 2025 and is not expected to have an impact on our financial statements, but will result in expanded tax disclosures.

(3) Acquisitions and Dispositions

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.

12The aggregate cash consideration paid was approximately $33.8 million. The acquisition and related fees and expenses were funded from available cash and borrowings. The following table summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date. Customary closing adjustments were finalized during the third quarter of 2024.

The aggregate cash consideration paid was approximately $33.7 million. The acquisition and related fees and expenses were funded from available cash and borrowings. The following table summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date. The opening balance sheet amounts presented below are preliminary and subject to change as we obtain additional information during the acquisition measurement period regarding each asset acquired and liability assumed and finalize customary closing adjustments with the seller.


	$’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)

	$’s in thousands
Accounts receivable	$	1,026
Prepaid expenses and other assets		1
Rental equipment		18,987
Property and equipment		1,559
Customer relationships intangible asset (1)		3,800
Total identifiable assets acquired		25,373
Accounts payable		(71	)
Accrued expenses payable and other liabilities		(28	)
Total liabilities assumed		(99	)
Net identifiable assets acquired		25,274
Goodwill (2)		8,401
Net assets acquired	$	33,675

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

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


	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.

Acquisition costs for ~~three~~the ~~and~~nine ~~six~~ months ended ~~June~~September 30, 2024 were $0.~~2 million and $0.~~4 million, ~~respectively,~~ included within selling, general and administrative (“SG&A”) expenses on the condensed consolidated statement of income. Since our acquisition of Lewistown on May 1, 2024, 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 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)		Life (years)
Customer relationships	$	33,700		10
Noncompetition agreements		3,500		5
	$	37,200

(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.

Acquisition costs for ~~three~~the ~~and~~nine ~~six~~ months ended ~~June~~September 30, 2024 were $0.14 million ~~and $0.3 million, respectively,~~ included within SG&A expenses on the condensed consolidated statement of income. Since our acquisition of Precision on January 1, 2024, 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 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.

2023 Acquisition

Giffin Equipment

Effective November 1, 2023, we completed the acquisition of Mel Giffin, Inc. (d/b/a Giffin Equipment) (“Giffin”), an equipment rental company with three branches located in California. The acquisition expands our presence in the California market.

The aggregate cash consideration paid was approximately $31.3 million. The acquisition and related fees and expenses were funded from available cash and borrowings. The following table summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date. ~~The~~Customary ~~opening~~closing ~~balance~~adjustments ~~sheet~~were ~~amounts~~finalized ~~presented below are preliminary and subject to change as we obtain additional information~~ during the ~~acquisition~~third ~~measurement~~quarter ~~period~~of ~~regarding each asset acquired and liability assumed and finalize customary closing adjustments with the seller~~2024.


	$’s in thousands
Accounts receivable	$	870
Prepaid expenses and other assets		10
Rental equipment		12,291
Property and equipment		431
Operating lease right-of-use assets		121
Intangible assets (1)		6,500
Total identifiable assets acquired		20,223
Accrued expenses payable and other liabilities		(19	)
Operating lease liabilities		(121	)
Total liabilities assumed		(140	)
Net identifiable assets acquired		20,083
Goodwill (2)		11,182
Net assets acquired	$	31,265

(1)

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


	Fair Value (amounts in thousands)		Life (years)
Customer relationships	$	3,900		10
Noncompetition agreements		2,600		5
	$	6,500

(2)

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

The level of goodwill that resulted from the Giffin acquisition is primarily reflective of Giffin’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.

Acquisition costs for the ~~six~~nine months ended ~~June~~September 30, 2024 were $0.1 million included within SG&A expenses on the condensed consolidated statement of income. Since our acquisition of Giffin on November 1, 2023, 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 Giffin revenues and earnings since the acquisition date.

The assets and liabilities were recorded as of November 1, 2023 and the results of operations are included in the Company's consolidated results as of that date.

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

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 inthousands)		Life (years)
Customer relationships	$	10,600		10
Noncompetition agreements		1,700		1
	$	12,300

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 SG&A expenses on the consolidated statement of income 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 Giffin acquisition effective November 1, 2023, the Precision acquisition effective January 1, 2024 and the Lewistown acquisition effective May 1, 2024; therefore, our reported condensed consolidated statements of income for the ~~quarter~~three and nine months ended ~~June~~September 30, 2023 does not include Giffin, Precision or Lewistown and the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2024 does not include Lewistown for the entire period.

The unaudited pro forma information in the table below (amounts in thousands) is for informational purposes only and gives effect to the Giffin, Precision and Lewistown acquisitions had all been completed on January 1, 2023 (the “pro forma acquisition date”). The unaudited 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 unaudited 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 (unaudited)
	Three Months Ended September 30,		Nine Months Ended September 30,
	2023		2024		2023
Total revenues	$	414,101	$	1,135,408	$	1,123,032
Net income	$	48,435	$	89,971	$	114,099

	Pro Forma (unaudited)
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Total revenues	$	377,009	$	373,444	$	750,546	$	708,931
Net income	$	33,199	$	40,623	$	58,903	$	65,664

(4) Fair Value of Financial Instruments

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

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

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

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

The carrying value of financial instruments reported in the accompanying condensed consolidated balance sheets for cash, accounts receivable, Senior Secured Credit Facility (the “Credit Facility”), accounts payable and accrued expenses payable and other liabilities 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 ~~June~~September 30, 2024 and December 31, 2023 are presented in the table below (amounts in thousands).

	June 30, 2024
	September 30, 2024
	CarryingAmount		FairValue
Manufacturer flooring plans payable with interest computed at 9.00% (Level 3)	$	2,642	$	2,224
Manufacturer flooring plans payable with interest computed at 8.50% (Level 3)	$	1,715	$	1,457
Senior Unsecured Notes due 2028 with interest computed at 3.875% (Level 2)		1,243,~~573~~934		1,~~128~~174,~~213~~263


	December 31, 2023
	Carrying Amount		Fair Value
Manufacturer flooring plans payable with interest computed at 8.75% (Level 3)	$	2,708	$	2,490
Senior Unsecured Notes due 2028 with interest computed at 3.875% (Level 2)		1,242,852		1,137,170

At ~~June~~September 30, 2024 and December 31, 2023, 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. For our Level 3 unobservable inputs, we calculate a discount rate for our manufacturing floor plans payable based on the U.S. prime rate plus the applicable margin on our Credit Facility. The discount rate is disclosed in the above table. The assets collateralized against the manufacturer flooring plans payable approximate its carrying value.

During the three and ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, there were no transfers of financial assets or liabilities in or out of Level 3 of the fair value hierarchy.

(5) Stockholders’ Equity

The following table summarizes the activity in Stockholders’ Equity for the three and ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, respectively (amounts in thousands, except share and per share data):

1716

	Common Stock					Additional								Total
	Shares Issued			Amount		Paid-in Capital		Treasury Stock			Retained Earnings			Stockholders’ Equity
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
Stock-based compensation		—			—		2,202		—			—			2,202
Cash dividends declared on common stock ($0.275 per share)		—			—		—		—			(10,092	)		(10,092	)
Restricted stock forfeitures		(5,642	)		—		—		—			—			—
Net income		—			—		—		—			33,261			33,261
Balances at June 30, 2024		40,955,169		$	410	$	267,917	$	(79,407	)	$	387,129		$	576,049
Stock-based compensation		—			—		2,616		—			—			2,616
Cash dividends declared on common stock ($0.275 per share)		—			—		—		—			(10,131	)		(10,131	)
Issuance of common stock, net of forfeitures		138,097			1		—		—			—			1
Repurchase of 49,645 shares of restricted common stock		—			—		—		(2,391	)		—			(2,391	)
Net income		—			—		—		—			31,068			31,068
Balances at September 30, 2024		41,093,266		$	411	$	270,533	$	(81,798	)	$	408,066		$	597,212
Balances at December 31, 2022		40,567,876		$	405	$	251,901	$	(69,964	)	$	218,700		$	401,042
Stock-based compensation		—			—		2,990		—			—			2,990
Cash dividends declared on common stock ($0.275 per share)		—			—		—		—			(9,794	)		(9,794	)
Issuance of common stock, net of forfeitures		132,501			1		—		—			—			1
Repurchase of 58,211 shares of restricted common stock		—			—		—		(3,226	)		—			(3,226	)
Net income		—			—		—		—			25,674			25,674
Balances at March 31, 2023		40,700,377			406		254,891		(73,190	)		234,580			416,687
Stock-based compensation		—			—		2,039		—			—			2,039
Cash dividends declared on common stock ($0.275 per share)		—			—		—		—			(10,046	)		(10,046	)
Restricted stock forfeitures		(5,323	)		—		—		—			—			—
Net income		—			—		—		—			41,216			41,216
Balances at June 30, 2023		40,695,054		$	406	$	256,930	$	(73,190	)	$	265,750		$	449,896
Stock-based compensation		—			—		2,275		—			—			2,275
Cash dividends declared on common stock ($0.275 per share)		—			—		—		—			(10,091	)		(10,091	)
Issuance of common stock, net of forfeitures		129,532			2		—		—			—			2
Repurchase of 57,421 shares of restricted common stock		—			—		—		(2,827	)		—			(2,827	)
Net income		—			—		—		—			48,879			48,879
Balances at September 30, 2023		40,824,586		$	408	$	259,205	$	(76,017	)	$	304,538		$	488,134

(6) Stock-Based Compensation

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.

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,~~360~~221,~~083~~986 shares of common stock as of ~~June~~September 30, 2024.

Non-vested Stock

The following table summarizes our non-vested stock activity for the ~~six~~nine months ended ~~June~~September 30, 2024:

	Number ofShares			WeightedAverage GrantDate Fair Value
Non-vested stock at December 31, 2023		497,396		$	40.73
Granted		73288,~~063~~792		$	3848.3377
Vested		(~~139~~269,~~584~~318	)	$	3637.2886
Forfeited		(713,~~790~~061	)	$	4244.7164
Non-vested stock at June 30, 2024		423,085		$	41.74
Non-vested stock at September 30, 2024		503,809		$	46.76

As of ~~June~~September 30, 2024, we had unrecognized compensation expense of approximately $1016.25 million related to non-vested stock that we expect to be recognized over a weighted-average period of approximately 12.50 years. The following table summarizes compensation expense related to non-vested stock, which is included in SG&A expenses in the accompanying condensed consolidated statements of income for the three and nine months ended September 30, 2024 and 2023 (amounts in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Compensation expense	$	2,616	$	2,275	$	8,606	$	7,304

expense related to non-vested stock, which is included in SG&A expenses in the accompanying condensed consolidated statements of income for the three and six months ended June 30, 2024 and 2023 (amounts in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Compensation expense	$	2,202	$	2,039	$	5,990	$	5,029

(7) Income per Share

Income per common share for the three and ~~six~~nine months ended ~~June~~September 30, 2024 and 2023 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 per share. We include all common shares granted under our incentive compensation plan which remain unvested (“restricted common shares”) and contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid (“participating securities”), in the number of shares outstanding in our basic and diluted EPS calculations using the two-class method. All of our restricted common shares are currently participating securities.

Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings allocated to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, distributed and undistributed earnings are allocated to both common shares and restricted common shares based on the total weighted average shares outstanding during the period. The number of restricted common shares outstanding was less than 1% of total outstanding shares for the three and ~~six~~nine months ended ~~June~~September 30, 2024 and 2023 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 per common share for the three and ~~six~~nine months ended ~~June~~September 30, 2024 and 2023 (amounts in thousands, except per share amounts):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Net income	$	33,261	$	41,216	$	59,150	$	66,890
Weighted average number of common shares outstanding:
Basic		36,248		36,075		36,222		36,050
Effect of dilutive non-vested restricted stock		222		227		295		277
Diluted		36,470		36,302		36,517		36,327
Income per share:
Basic net income per share	$	0.92	$	1.14	$	1.63	$	1.86
Diluted net income per share	$	0.91	$	1.14	$	1.62	$	1.84
Common shares excluded from the denominator as anti-dilutive:
Non-vested restricted stock		—		—		—		—
Dividends declared per common share outstanding	$	0.275	$	0.275	$	0.55	$	0.55


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Net income	$	31,068	$	48,879	$	90,218	$	115,769

Weighted average number of common shares outstanding:
Basic		36,300		36,134		36,249		36,078
Effect of dilutive non-vested restricted stock		159		188		248		248
Diluted		36,459		36,322		36,497		36,326

Income per share:
Basic net income per share	$	0.86	$	1.35	$	2.49	$	3.21
Diluted net income per share	$	0.85	$	1.35	$	2.47	$	3.19

Common shares excluded from the denominator as anti-dilutive:
Non-vested restricted stock		213		205		71		68

Dividends declared per common share outstanding	$	0.275	$	0.275	$	0.825	$	0.825

(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, 2023.

At ~~June~~September 30, 2024, we had $~~287~~276.3 million outstanding under the Credit Facility and could borrow up to approximately $~~450~~461.43 million, net of a $12.3 million outstanding letter of credit. As of ~~June~~September 30, 2024, the weighted average interest rate under the Credit Facility was approximately 7.2%. As of ~~June~~September 30, 2024, we were in compliance with our financial covenants under the Amended and Restated Credit Agreement.

19The aggregate amounts outstanding as of September 30, 2024 under both the Credit Facility and our Senior Unsecured Notes (Note 9) of $1,526.3 million mature during 2028.

The aggregate amounts outstanding as of June 30, 2024 under both the Credit Facility and our Senior Secured Notes (Note 9) of $1,537.3 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, 2023. As of ~~June~~September 30, 2024, 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, 2022	$	1,241,409
Accretion of discount through December 31, 2023		1,172
Amortization of deferred financing costs through December 31, 2023		271
Balance at December 31, 2023	$	1,242,852
Accretion of discount through June 30, 2024		586
Accretion of discount through September 30, 2024		879
Amortization of deferred financing costs through June 30, 2024		135
Amortization of deferred financing costs through September 30, 2024		203
Balance at June 30, 2024	$	1,243,573
Balance at September 30, 2024	$	1,243,934

(10) Leases

At ~~June~~September 30, 2024, the weighted average remaining lease term for operating leases was approximately 7.47 years and for finance leases was approximately 8.50 years. The weighted average discount rate for operating leases and finance leases was approximately 6.4% and 6.0%, respectively, at ~~June~~September 30, 2024.

The future minimum lease payments of operating leases executed but not commenced as of June 30, 2024 are estimated to be $0.9 million, $3.7 million, $4.4 million, $4.5 million and $4.7 million for the years ended December 31, 2024, 2025, 2026, 2027 and 2028, respectively, and $33.0 million thereafter. It is expected that these leases will commence during 2024 and 2025.19

The future minimum lease payments of operating leases executed but not commenced as of September 30, 2024 are estimated to be $0.1 million, $2.4 million, $3.9 million, $4.0 million and $4.1 million for the years ended December 31, 2024, 2025, 2026, 2027 and 2028, respectively, and $28.8 million thereafter. It is expected that these leases will primarily commence during 2024 and 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. There were no sales between segments for any of the periods presented. Selling, general, and administrative expenses as well as all other income and expense items below gross profit are not generally allocated to our reportable segments.

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. We previously reported five segments as noted in our Consolidated Financial Statements included as Item 8 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The presentation of prior period information disclosed below has been revised to reflect this change.

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

Three Months Ended

~~Six~~Nine Months Ended

June 30,

September 30,

2024

2023

2024

2023

Segment Revenues:

Equipment rentals

~~312~~326,~~356~~219

~~291~~315,~~459~~811

~~607~~933,~~681~~900

~~553~~869,~~467~~278

Sales of rental equipment

3427,~~937~~790

3952,~~653~~708

83110,~~052~~842

71124,~~768~~476

Sales of new equipment

1014,~~670~~054

812,~~857~~633

2135,~~082~~136

1629,~~675~~308

Parts, service and other

1816,~~319~~799

2019,~~263~~544

3552,~~824~~623

4060,~~804~~348

Total revenues

~~376~~384,~~282~~862

~~360~~400,~~232~~696

~~747~~1,~~639~~132,501

~~682~~1,~~714~~083,410

Segment Gross Profit:

Equipment rentals

~~142~~147,~~247~~844

~~136~~149,~~439~~849

~~270~~417,~~144~~988

~~250~~400,~~733~~582

Sales of rental equipment

2116,~~817~~733

2330,~~438~~815

5268,~~103~~836

4273,~~265~~080

Sales of new equipment

12,~~798~~788

1,~~322~~671

36,~~571~~359

24,~~359~~030

Parts, service and other

54,~~418~~089

76,~~162~~048

1014,~~327~~416

1420,~~382~~430

Total gross profit

171,~~280~~454

~~168~~188,~~361~~383

~~336~~507,~~145~~599

~~309~~498,~~739~~122

	Balances at
	June 30,		December 31,
	September 30,		December 31,
	2024		2023
Segment identified assets:
Equipment rentals	$	1,~~910~~924,~~777~~653	$	1,756,578
Equipment sales		89,~~904~~192		98,045
Parts, service and other		~~931~~12,~~136~~842		~~785~~11,~~263~~886
Total assets	$	2,850,817	$	2,639,886
Total segment identified assets		1,946,687		1,866,509
Unallocated identified assets		945,979		773,377
Total assets	$	2,892,666	$	2,639,886

The Company operates primarily in the United States. Our sales to international customers for both the three months ended ~~June~~September 30, 2024 and 2023 and for both the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023 were 0.1% of total revenues. No one customer accounted for more than 10% of our total revenues for any of the periods presented.

2120

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 ~~June~~September 30, 2024, and its results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2024, 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, 2023. 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, 2023.

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 ~~June~~September 30, 2024, we operated ~~149~~157 branch locations across 3132 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 November 1, 2023, the Company completed the acquisition of Giffin Equipment (“Giffin”), a privately-held equipment rentals company with three branch locations in California.

Effective January 1, 2024, the Company completed the acquisition of Precision Rentals (“Precision”), a privately-held equipment rentals company with a branch location 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.

Critical Accounting Policies

Item 7, included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2023, 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 and ~~six~~nine months ended ~~June~~September 30, 2024. 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, 2023 and in Note 2 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

2221

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. For additional information about our business segments, see Note 11 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

•

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.

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 ~~six~~nine months ended ~~June~~September 30, 2024, of our total revenues, approximately 8182.0% were attributable to equipment rentals, 1110.0% were attributable to sales of rental equipment, 3.0% were attributable to sales of new equipment, 5.0% were attributable to parts, service and other revenues.

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, the price of oil and other commodities and general economic conditions.

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.

2322

Principal Costs and Expenses

Our largest expenses are rental expenses, rental depreciation, rental other expenses, the costs associated with the rental 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 ~~six~~nine months ended ~~June~~September 30, 2024, our total cost of revenues was $~~411~~624.59 million. Our operating expenses consist principally of selling, general and administrative expenses (“SG&A”). For the ~~six~~nine months ended ~~June~~September 30, 2024, our SG&A expenses were $~~226~~338.16 million. In addition, we have 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 Income 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.

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.

2423

Rental Fleet

A substantial portion of our ~~overall~~total ~~value~~assets is in our rental fleet equipment. The net book value of our rental equipment at ~~June~~September 30, 2024 was $1.9 billion, or approximately 6766.05% of our total assets. Our rental fleet as of ~~June~~September 30, 2024 consisted of 6163,~~543~~727 units having an original acquisition cost (which we define as the cost originally paid to manufacturers) of $2.9 billion. As of ~~June~~September 30, 2024, our rental fleet composition was as follows (dollars in millions):

	Units		% ofTotalUnits			OriginalAcquisitionCost		% ofOriginalAcquisitionCost			AverageAge inMonths
Aerial Work Platforms		28,~~130~~627		4544.79	%	$	~~957~~978.74		33.2	%		5251.06
Earthmoving		8,~~494~~633		13.85	%		~~738~~739.72		25.61	%		2729.45
Material Handling Equipment		10,~~466~~574		1716.06	%		~~856~~867.30		29.64	%		4042.83
Other		1415,~~453~~893		2325.50	%		~~335~~362.54		1112.63	%		2326.54
Total		6163,~~543~~727		100.0	%	$	2,~~888~~947.20		100.0	%		40.08

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 increased by approximately $97156.30 million, or 3.5.6%, for the ~~six~~nine months ended ~~June~~September 30, 2024 when compared to December 31, 2023. The average age of our rental fleet equipment increased by approximately 01.31 months for the ~~six~~nine months ended ~~June~~September 30, 2024 when compared to December 31, 2023. Our average rental rates for the ~~six~~nine months ended ~~June~~September 30, 2024 were approximately 21.45% higher 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 ~~six~~nine months ended ~~June~~September 30, 2024 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, 2023.

•

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 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 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, 2023.

•

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 24

•

25Regional 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.

•

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. 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, 2023.

Results of Operations

The tables included in the period-to-period comparisons below provide summaries of our revenues and gross profits for the three and ~~six~~nine months ended ~~June~~September 30, 2024 and 2023. The period-to-period comparisons of our financial results are not necessarily indicative of future results.

Three Months Ended ~~June~~September 30, 2024 Compared to the Three Months Ended ~~June~~September 30, 2023

Revenues.

Three Months Ended

Total

June 30,

Dollar

Percentage

September 30,

Dollar

Percentage

2024

2023

Increase (Decrease)

Increase(Decrease)

(in thousands, except percentages)

Revenues:

Equipment rentals

Rentals

~~275~~288,~~473~~094

~~258~~280,~~723~~257

167,~~750~~837

62.58

Rentals other

3638,~~883~~125

3235,~~736~~554

42,~~147~~571

~~12.~~7.2

Total equipment rentals

~~312~~326,~~356~~219

~~291~~315,~~459~~811

2010,~~897~~408

73.23

Sales of rental equipment

3427,~~937~~790

3952,~~653~~708

(424,~~716~~918

)

(1147.93

Sales of new equipment

1014,~~670~~054

812,~~857~~633

1,~~813~~421

2011.52

Parts, service and other

1816,~~319~~799

2019,~~263~~544

(12,~~944~~745

)

(914.60

Total revenues

~~376~~384,~~282~~862

~~360~~400,~~232~~696

16(15,~~050~~834

)

(4.50

Total Revenues. Our total revenues were $~~376~~384.39 million for the three months ended ~~June~~September 30, 2024 compared to $~~360~~400.27 million for the three months ended ~~June~~September 30, 2023, ana ~~increase~~decrease of $1615.18 million, or 4.50%. Revenues of our business activities are further discussed below.

Equipment Rental Revenues. Our total revenues from equipment rentals for the three months ended ~~June~~September 30, 2024 increased $2010.94 million, or 73.23%, to $~~312~~326.42 million from $~~291~~315.58 million in the three months ended ~~June~~September 30, 2023. The increased equipment rental revenues was primarily due to our larger fleet as compared to the prior year. See Rentals and Rentals Other below for additional information.

Rentals: Rental revenues increased $167.8 million, or 62.58%, to $~~275~~288.51 million for the three months ended ~~June~~September 30, 2024 compared to $~~258~~280.73 million for the three months ended ~~June~~September 30, 2023. Rental revenues from ~~aerial work platform equipment increased $7.4 million,~~ other rentals increased $68.4 million and ~~material~~aerial ~~handling~~work platform equipment increased $34.70 million. Partially offsetting these increases, rental revenues from our earthmoving equipment decreased $32.08 million and material handling equipment decreased $1.8 million. Our average rental rates for the three months ended ~~June~~September 30, 2024 ~~increased~~decreased 10.91% compared to the same three months last year and decreased 0.16% from the three months ended ~~March~~June 3130, 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 ~~June~~September 30, 2024 was 3839.64% compared to 4041.65% in the three months ended ~~June~~September 30, 2023, a decrease of 2.01%. The decrease in comparative rental equipment dollar utilization was the ~~net~~ result of a decrease in rental equipment time utilization and ana ~~increase~~decrease in equipment rental rates. Rental equipment time utilization as a percentage of original equipment cost was 6667.46% for the three months ended ~~June~~September 30, 2024 compared to 6970.30% in the three months ended ~~June~~September 30, 2023, a decrease ~~of 2.9%. The decrease in rental equipment time utilization as a percentage of original equipment cost was largely reflective of the increase in fleet size.~~

2625

~~Rentals Other: Our rentals other revenues consist primarily~~ of ~~equipment~~2.4%. ~~support~~The ~~activities~~decrease ~~that we provide to customers~~ in ~~connection~~rental ~~with renting~~ equipment, ~~such~~time utilization as ~~hauling~~a ~~charges,~~percentage ~~damage~~of ~~waiver~~original ~~policies,~~equipment ~~environmental~~cost ~~and~~was ~~other~~largely ~~recovery~~reflective ~~fees.~~of ~~Rental other revenues for~~ the ~~three months ended June 30, 2024 were $36.9 million compared to $32.7 million for the three months ended June 30, 2023, an~~ increase ofin ~~approximately~~fleet $4size.~~1 million, or 12.7%. This increase was primarily related to increased rental revenues discussed above.~~

~~Sales~~Rentals ofOther: ~~Rental~~Our ~~Equipment~~rentals ~~Revenues.~~other ~~Our~~revenues ~~sales~~consist primarily of ~~rental~~equipment support activities that we provide to customers in connection with renting equipment, ~~decreased~~such ~~$4.7~~as ~~million~~hauling charges, ordamage ~~11.9%~~waiver policies, toenvironmental ~~$34~~and other recovery fees.9 ~~million~~Rental other revenues for the three months ended ~~June~~September 30, 2024, ~~from~~were $3938.71 million ~~for~~compared ~~the~~to ~~same three months in 2023~~$35.6 ~~This~~million ~~decrease~~for isthe ~~reflective~~three ofmonths ~~our~~ended ~~ongoing~~September ~~fleet~~30, ~~management~~2023, ~~strategy.~~an ~~Sales~~increase of ~~earthmoving~~approximately ~~rental equipment decreased~~ $92.46 million~~. Offsetting this decrease~~, ~~sales~~or of7.2%. ~~material~~This ~~handling~~increase ~~rental~~was ~~equipment~~primarily ~~and~~related ~~aerial~~to ~~work~~increased ~~platform~~ rental ~~equipment~~revenues ~~increased~~discussed $2above.3 ~~million and $1.7 million, respectively.~~

Sales of ~~New~~Rental Equipment Revenues. Our sales of ~~new~~rental equipment ~~for~~decreased ~~the three months ended June 30, 2024 increased~~ $124.89 million, or 2047.53%, to $1027.78 million for the three months ended September 30, 2024, from $852.97 million for the same three months ~~ended~~in ~~June~~2023. ~~30,~~This ~~2023~~decrease is reflective of our ongoing fleet management strategy. Sales of ~~new~~earthmoving ~~aerial~~rental ~~work~~equipment ~~platform~~decreased ~~equipment~~$16.7 million and material handling rental equipment ~~increased~~decreased $17.52 million. ~~and~~Offsetting this decrease, sales of aerial work platform rental equipment increased $1.31 million~~, respectively~~.

~~Parts,~~Sales ~~Service~~of ~~and~~New ~~Other~~Equipment Revenues. Our ~~parts,~~sales ~~service~~of ~~and~~new ~~other~~equipment ~~revenues~~ for the three months ended ~~June~~September 30, 2024 ~~decreased~~increased $1.94 million, or 911.62%, to $1814.31 million from $2012.36 million for the ~~same~~ three months ~~last~~ended ~~year~~September 30, 2023. Sales of new material handling equipment increased $5.5 million as we capitalized on improved product line availability. Sales of aerial work platform equipment increased $1.2 million while sales of other equipment decreased $4.9 million.

Parts, Service and Other Revenues. Our parts, service and other revenues for the three months ended September 30, 2024 decreased $2.7 million, or 14.0%, to $16.8 million from $19.5 million for the same three months last year.

Gross Profit.

	Three Months Ended				Total			Total
	June 30,				Dollar			Percentage
	September 30,				Dollar			Percentage
	2024		2023		Increase (Decrease)			Increase(Decrease)
	(in thousands, except percentages)
Gross Profit:
Equipment rentals
Rentals	$	~~140~~147,~~553~~406	$	~~134~~149,~~053~~351	$	6(1,~~500~~945	)		4(1.83	)%
Rentals other		~~1,694~~438		~~2,386~~498		(~~692~~60	)		(2912.0	)%
Total equipment rentals		~~142~~147,~~247~~844		~~136~~149,~~439~~849		5(2,~~808~~005	)		4(1.3	)%
Sales of rental equipment		2116,~~817~~733		2330,~~438~~815		(114,~~621~~082	)		(645.97	)%
Sales of new equipment		12,~~798~~788		1,~~322~~671		~~476~~1,117			3666.08	%
Parts, service and other		54,~~418~~089		76,~~162~~048		(1,~~744~~959	)		(2432.4	)%
Total gross profit	$	171,~~280~~454	$	~~168~~188,~~361~~383	$	2(16,~~919~~929	)		1(9.70	)%

Total Gross Profit. Our total gross profit was $171.35 million for the three months ended ~~June~~September 30, 2024 compared to $~~168~~188.4 million for the same three months in 2023, ana ~~increase~~decrease of $216.9 million, or 19.70%. Total gross profit margin for the three months ended ~~June~~September 30, 2024 was approximately 4544.5%, a decrease of 1.2.5% from the 4647.70% gross profit margin for the same three months in 2023. 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 ~~June~~September 30, 2024 ~~increased~~decreased $52.80 million, or 41.3%, to $~~142~~147.28 million from $~~136~~149.48 million in the same three months in 2023. Total gross profit margin from equipment rentals for the three months ended ~~June~~September 30, 2024 was 45.53% compared to 4647.84% for the same period in 2023, a decrease of approximately 12.31%. See Rentals and Rentals Other below for additional information.

Rentals: Rental revenues gross profit ~~increased~~decreased $61.59 million, or 41.83%, to $~~140~~147.64 million for the three months ended ~~June~~September 30, 2024 compared to $~~134~~149.14 million for the same three months in 2023. The ~~increased~~decreased gross profit was due to ~~increased~~a ~~rental revenues of~~ $164.8 million ~~for~~increase ~~the~~in ~~three~~rental ~~months~~equipment ~~ended~~depreciation ~~June~~expense ~~30,~~and ~~2024~~a ~~compared~~$4.9 tomillion ~~the~~increase ~~same~~in ~~period~~rental ~~last year~~expenses, partially offset by aincreased rental revenues of $67.58 million ~~increase~~for inthe ~~rental~~three ~~equipment~~months ~~depreciation~~ended ~~expense~~September ~~and~~30, a2024 ~~$3.8~~compared ~~million~~to ~~increase~~the insame ~~rental~~period ~~expenses~~last year. The increase in depreciation expense is primarily due to a larger fleet size in the current year as compared to the prior period. Our fleet size, based on original equipment cost, at ~~June~~September 30, 2024 was $~~279~~220.01 million, or 108.71%, larger than our fleet at ~~June~~September 30, 2023. Gross profit margin on ~~equipment~~ rentals for the three months ended ~~June~~September 30, 2024 was 51.02% compared to 5153.83% for the same period in 2023, a decrease of 02.81%. Depreciation expense was 33.50% of ~~equipment~~ rental revenues for the three months ended ~~June~~September 30, 2024 compared to 3332.2% for the same period in 2023, an increase of approximately 0.38%. As a percentage of rental revenues, rental expenses were 15.48% for the three months ended ~~June~~September 30, 2024 compared to 1514.05% for the same period last year, an increase of 01.43%.

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 profit for the three months ended September 30, 2024 was $0.4 million, a decrease of $0.1 million as compared to the same period in 2023. The gross margin was 1.1% for the three months ended September 30, 2024 compared to a gross margin of 1.4% for the same period last year.

Sales of Rental Equipment Gross Profit. Our sales of rental equipment gross profit for the three months ended September 30, 2024 decreased $14.1 million, or 45.7%, to $16.7 million from $30.8 million in the same period in 2023, as sales of rental equipment decreased $24.9 million. Gross profit margin on sales of rental equipment for the three months ended September 30, 2024 was approximately 60.2%, up 1.7% from 58.5% for the same three months in 2023, primarily as a result of higher gross margins in aerial work platform sales. Our sales from rental fleet were approximately 251.5% and 242.3% of net book value for the three months ended September 30, 2024 and 2023, respectively.

Sales of New Equipment Gross Profit. Our sales of new equipment gross profit for the three months ended September 30, 2024 increased $1.1 million, or 66.8%, to $2.8 million compared to $1.7 million for the same three months in 2023 on sales of new equipment which increased $1.4 million. Gross profit margin on sales of new equipment was 19.8% for the three months ended September 30, 2024, compared to 13.2% for the same period last year, an increase of 6.6%, primarily as a result of higher gross margins on material handling equipment sales.

Parts, Service and Other Gross Profit. Our parts, service and other revenues gross profit for the three months ended September 30, 2024 was $4.1 million, a decrease of 32.4%, from gross profit of $6.0 million for the same period last year on parts, service and other revenues that decreased $2.7 million. Gross profit margin for the three months ended September 30, 2024 and 2023 was 24.3% and 30.9%, respectively.

Selling, General and Administrative Expenses. SG&A expenses increased $8.2 million, or 7.9%, to $112.4 million for the three months ended September 30, 2024 compared to $104.2 million for the three months ended September 30, 2023. Employee salaries, wages, payroll taxes and other employee related expenses increased $1.3 million due to increased wages, headcount and health insurance. Facility expenses increased $3.1 million, depreciation and amortization expenses increased $2.5 million and liability insurance costs increased $1.1 million. Approximately $11.0 million of comparative incremental SG&A expenses in the three months ended September 30, 2024 was attributable to expansion efforts since January 1, 2023 with less than three months of comparable operations in either or both of the three months ended September 30, 2024 and 2023. SG&A expenses as a percentage of total revenues for the three months ended September 30, 2024 and 2023 were 29.2% and 26.0%, respectively, an increase of 3.2%.

Gain on Sales of Property & Equipment (Net). We had net gains on sales of property and equipment of $1.7 million for the three months ended September 30, 2024 compared to $0.8 million for the same period last year, an increase of $0.9 million. This increase is due to fluctuations in the normal course of business.

Other Income (Expense). For the three months ended September 30, 2024, our net other expenses increased approximately $4.2 million to $17.3 million compared to $13.1 million for the same three months in 2023. Interest expense was $18.8 million for the three months ended September 30, 2024 and $16.1 million for the three months ended September 30, 2023. The increase in interest expense is largely due to higher borrowings on our Credit Facility.

Income Taxes. We recorded income tax expense of $12.3 million for the three months ended September 30, 2024 compared to an income tax expense of $17.3 million for the three months ended September 30, 2023. Our effective income tax rate for the three months ended September 30, 2024 was 28.3% compared to 26.1% for the same period in 2023. Based on available evidence, both positive and negative, we believe it is more likely than not that our federal deferred tax assets at September 30, 2024 are fully realizable through future reversals of existing taxable temporary differences and future taxable income. As of September 30, 2024, we have a valuation allowance of $3.0 million for certain state tax credits that may not be realized.

~~Rentals~~Nine ~~Other:~~Months ~~Our~~Ended ~~rentals~~September 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 profit for the three months ended June 30, 2024 ~~was~~Compared ~~$1.7 million, a decrease of $0.7 million as compared~~ to the ~~same~~Nine ~~period~~Months inEnded ~~2023.~~September ~~The gross margin was 4.6% for the three months ended June~~ 30, ~~2024 compared to a gross margin of 7.3% for the same period last year.~~2023

Sales of Rental Equipment Gross Profit. Our sales of rental equipment gross profit for the three months ended June 30, 2024 decreased $1.6 million, or 6.9%, to $21.8 million from $23.4 million in the same period in 2023, as sales of rental equipment decreased $4.7 million. Gross profit margin on sales of rental equipment for the three months ended June 30, 2024 was approximately 62.4%, up 3.3% from 59.1% for the same three months in 2023, primarily as a result of higher gross margins in aerial work platform sales. Our sales from rental fleet were approximately 266.7% and 245.8% of net book value for the three months ended June 30, 2024 and 2023, respectively.

Sales of New Equipment Gross Profit. Our sales of new equipment gross profit for the three months ended June 30, 2024 increased $0.5 million, or 36.0%, to $1.8 million compared to $1.3 million for the same three months in 2023 on sales of new equipment which increased $1.8 million. Gross profit margin on sales of new equipment was 16.9% for the three months ended June 30, 2024, compared to 14.9% for the same period last year, an increase of 2.0%.

Parts, Service and Other Gross Profit. Our parts, service and other revenues gross profit for the three months ended June 30, 2024 was $5.4 million, a decrease of 24.4%, from gross profit of $7.2 million for the same period last year on parts, service and other revenues that decreased $1.9 million. Gross profit margin for the three months ended June 30, 2024 and 2023 was 29.6% and 35.3%, respectively.

Selling, General and Administrative Expenses. SG&A expenses increased $12.6 million, or 12.7%, to $111.8 million for the three months ended June 30, 2024 compared to $99.3 million for the three months ended June 30, 2023. Employee salaries, wages, payroll taxes and other employee related expenses increased $6.0 million due to increased wages, commissions, headcount and health insurance. Depreciation and amortization expenses increased $2.5 million, facility expenses increased $1.9 million, liability insurance costs increased $0.8 million and professional fees increased $0.5 million. Approximately $10.8 million of comparative incremental SG&A expenses in the three months ended June 30, 2024 was attributable to expansion efforts since January 1, 2023 with less than three months of comparable operations in either or both of the three months ended June 30, 2024 and 2023. SG&A expenses as a percentage of total revenues for the three months ended June 30, 2024 and 2023 were 29.7% and 27.6%, respectively, an increase of 2.1%.

Gain on Sales of Property & Equipment (Net). We had net gains on sales of property and equipment of $3.4 million for the three months ended June 30, 2024 compared to $0.4 million for the same period last year, an increase of $2.9 million. This increase is due to fluctuations in the normal course of business.

Other Income (Expense). For the three months ended June 30, 2024, our net other expenses increased approximately $3.1 million to $16.7 million compared to $13.6 million for the same three months in 2023. Interest expense was $18.2 million for the three months ended June 30, 2024 and $14.7 million for the three months ended June 30, 2023. The increase in interest expense is largely due to higher borrowings on our Credit Facility.

Income Taxes. We recorded income tax expense of $12.8 million for the three months ended June 30, 2024 compared to an income tax expense of $14.7 million for the three months ended June 30, 2023. Our effective income tax rate for the three months ended June 30, 2024 was 27.8% compared to 26.3% for the same period in 2023. Based on available evidence, both positive and negative, we believe it is more likely than not that our federal deferred tax assets at June 30, 2024 are fully realizable through future reversals of existing taxable temporary differences and future taxable income. As of June 30, 2024, we have a valuation allowance of $3.0 million for certain state tax credits that may not be realized.

Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023

Revenues.

Six Months Ended

Total

Nine Months Ended

Total

June 30,

Dollar

Percentage

September 30,

Dollar

Percentage

2024

2023

Increase(Decrease)

(in thousands, except percentages)

Revenues:

Equipment rentals

Rentals

~~537~~825,~~214~~308

~~490~~771,~~799~~056

4654,~~415~~252

97.50

Rentals other

70108,~~467~~592

6298,~~668~~222

710,~~799~~370

1210.46

Total equipment rentals

~~607~~933,~~681~~900

~~553~~869,~~467~~278

5464,~~214~~622

97.84

Sales of rental equipment

83110,~~052~~842

71124,~~768~~476

11(13,~~284~~634

)

15(11.70

Sales of new equipment

2135,~~082~~136

1629,~~675~~308

45,~~407~~828

2619.49

Parts, service and other

3552,~~824~~623

4060,~~804~~348

(47,~~980~~725

)

(12.28

Total revenues

~~747~~1,~~639~~132,501

~~682~~1,~~714~~083,410

6449,~~925~~091

94.5

Total Revenues. Our total revenues were $~~747~~1.61 ~~million~~billion for the ~~six~~nine months ended ~~June~~September 30, 2024 compared to $~~682~~1.71 ~~million~~billion for the ~~six~~nine months ended ~~June~~September 30, 2023, an increase of $6449.91 million, or 94.5%. Revenues of our business activities are further discussed below.

Equipment Rental Revenues. Our total revenues from equipment rentals for the ~~six~~nine months ended ~~June~~September 30, 2024 increased $5464.26 million, or 97.84%, to $~~607~~933.79 million from $~~553~~869.53 million in the ~~six~~nine months ended ~~June~~September 30, 2023. The increase in equipment rental revenues was primarily due to our larger fleet as compared to the prior year.

Rentals. Rental revenues increased $4654.43 million, or 97.50%, to $~~537~~825.23 million for the ~~six~~nine months ended ~~June~~September 30, 2024 compared to $~~490~~771.81 million for the ~~six~~nine months ended ~~June~~September 30, 2023. Rental revenues from other equipment increased $1429.73 million, aerial work platform equipment increased $1418.65 million and material handling equipment increased $108.14 million. Partially offsetting these increases, rental revenues from earthmoving equipment decreased $2.0 million. Our average rental rates for the ~~six~~nine months ended ~~June~~September 30, 2024 increased 21.45% compared to the same period last year. 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 ~~six~~nine months ended ~~June~~September 30, 2024 was 3738.83% compared to 3940.63% in the ~~six~~nine months ended ~~June~~September 30, 2023, a decrease of 12.80%. The decrease in comparative rental equipment dollar utilization was the net result of a decrease in rental equipment time utilization and an increase in equipment rental rates. Rental equipment time utilization as a percentage of original equipment cost was 65.09% for the ~~six~~nine months ended ~~June~~September 30, 2024 compared to 68.39% in the ~~six~~nine months ended ~~June~~September 30, 2023, a decrease of 3.30%. The decrease in rental equipment time utilization as a percentage of original equipment cost was largely reflective of the increase in fleet size.

Rentals Other. Our rentals other revenue consist 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 ~~six~~nine months ended ~~June~~September 30, 2024 were $70108.56 million compared to $6298.72 million for the ~~six~~nine months ended ~~June~~September 30, 2023, an increase of $710.84 million, or 1210.46%. The increase was primarily related to increased rental revenues discussed above.

Sales of Rental Equipment Revenues. Our sales of rental equipment ~~increased~~decreased $1113.36 million, or 1511.70%, to $83110.18 million for the ~~six~~nine months ended ~~June~~September 30, 2024 from $71124.85 million for the ~~six~~nine months ended ~~June~~September 30, 2023. This ~~increase~~decrease is reflective of our fleet management strategy ~~and our decision to capitalize on the high demand for used equipment during the first quarter~~. Sales of ~~aerial~~earthmoving ~~work platform~~ rental equipment ~~increased~~decreased $925.4 million, and sales of material handling rental equipment ~~increased~~decreased $51.75 million. ~~and~~Offsetting these decreases, sales of ~~other~~aerial work platform rental equipment increased $410.95 million. ~~Offsetting~~and ~~these increases,~~ sales of ~~earthmoving~~other equipment ~~rental~~increased ~~decreased~~ $82.7 million.

Sales of New Equipment Revenues. Our sales of new equipment for the ~~six~~nine months ended ~~June~~September 30, 2024 increased $45.48 million, or 2619.49%, to $2135.1 million from $1629.73 million for the ~~six~~nine months ended ~~June~~September 30, 2023. Sales of new material handling equipment ~~and~~increased ~~new~~$9.4 ~~aerial~~million ~~work~~as ~~platform~~we ~~equipment~~capitalized ~~increased~~on ~~$3.9~~improved ~~million~~product ~~and~~line $3availability.3 ~~million,~~Sales ~~respectively.~~of ~~Partially~~aerial ~~offsetting~~work ~~these~~platform ~~increases,~~equipment increased $4.5 million while sales of other equipment decreased $27.32 million.

Parts, Service and Other Revenues. Our parts, service and other revenues for the ~~six~~nine months ended ~~June~~September 30, 2024 decreased $57.07 million, or 12.28%, to $3552.86 million from $4060.83 million for the ~~six~~nine months ended ~~June~~September 30, 2023.

2928

Gross Profit.

Six Months Ended

Total

Nine Months Ended

Total

June 30,

Dollar

Percentage

September 30,

Dollar

Percentage

2024

2023

Increase(Decrease)

(in thousands, except percentages)

Gross Profit:

Equipment rentals

Rentals

~~267~~414,~~489~~895

~~246~~395,~~390~~741

2119,~~099~~154

84.68

Rentals other

23,~~655~~093

4,~~343~~841

(1,~~688~~748

)

(3836.91

Total equipment rentals

~~270~~417,~~144~~988

~~250~~400,~~733~~582

1917,~~411~~406

74.73

Sales of rental equipment

5268,~~103~~836

4273,~~265~~080

9(4,~~838~~244

)

23(5.38

Sales of new equipment

36,~~571~~359

24,~~359~~030

12,~~212~~329

5157.48

Parts, service and other

1014,~~327~~416

1420,~~382~~430

(46,~~055~~014

)

(2829.24

Total gross profit

~~336~~507,~~145~~599

~~309~~498,~~739~~122

269,~~406~~477

81.59

Total Gross Profit. Our total gross profit was $~~336~~507.16 million for the ~~six~~nine months ended ~~June~~September 30, 2024 compared to $~~309~~498.71 million for the ~~six~~nine months ended ~~June~~September 30, 2023, an increase of $269.45 million, or 81.59%. Total gross profit margin for the ~~six~~nine months ended ~~June~~September 30, 2024 was 4544.08%, a decrease of 01.42% from the 4546.40% gross profit margin for the ~~six~~nine months ended ~~June~~September 30, 2023. 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 ~~six~~nine months ended ~~June~~September 30, 2024 increased $1917.4 million, or 74.73%, to $~~270~~418.10 million from $~~250~~400.76 million in the ~~six~~nine months ended ~~June~~September 30, 2023. Total gross profit margin from equipment rentals for the ~~six~~nine months ended ~~June~~September 30, 2024 was 44.58% compared to 4546.31% for the same period in 2023, a decrease of 01.83%.

Rentals: Rental revenues gross profit increased $2119.12 million, or 84.68%, to $~~267~~414.59 million for the ~~six~~nine months ended ~~June~~September 30, 2024 compared to $~~246~~395.47 million for the ~~six~~nine months ended ~~June~~September 30, 2023. The increased gross profit was the result of increased rental revenues of $4654.43 million for the ~~six~~nine months ended ~~June~~September 30, 2024 compared to the same period last year, which was partially offset by a $1620.08 million increase in rental depreciation and a $914.3 million increase in rental expenses. The increase in depreciation expense is primarily due to a larger fleet size in the current period as compared to the prior period. Gross profit margin on rentals for the ~~six~~nine months ended ~~June~~September 30, 2024 was 4950.83% compared to 5051.23% for the ~~six~~nine months ended ~~June~~September 30, 2023, a decrease of 01.40%. Depreciation expense was 3433.28% and 33.5% of rental revenues for ~~both~~ the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, respectively. As a percentage of revenues, rental expenses were 1615.09% for the ~~six~~nine months ended ~~June~~September 30, 2024 compared to 15.62% for the same period last year, an increase of 0.47%.

Rentals Other: Our rentals other revenue 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 profit for the ~~six~~nine months ended ~~June~~September 30, 2024 was $23.71 million compared to $4.38 million for the same period in 2023, a decrease of $1.7 million. Gross profit margin was 32.8% for the ~~six~~nine months ended ~~June~~September 30, 2024 compared to 64.9% for the same period last year, a decrease of 32.1%.

Sales of Rental Equipment Gross Profit. Our sales of rental equipment gross profit for the ~~six~~nine months ended ~~June~~September 30, 2024 ~~increased~~decreased $94.82 million, or 235.38%, to $5268.18 million from $4273.31 million in the same period in 2023 onas ~~increased~~ sales of rental equipment ofdecreased $1113.36 million. Gross profit margin on sales of rental equipment for the ~~six~~nine months ended ~~June~~September 30, 2024 was approximately 62.71%, up 3.84% from 58.97% for the ~~six~~nine months ended ~~June~~September 30, 2023, primarily as a result of higher used equipment gross margins on aerial work platform equipment. Our sales from rental fleet were approximately ~~270~~265.01% and ~~245~~243.19% of net book value for the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, respectively.

Sales of New Equipment Gross Profit. Our sales of new equipment gross profit for the ~~six~~nine months ended ~~June~~September 30, 2024 increased $1.2.3 million, or 5157.48%, to $3.6.4 million compared to $2.4.0 million for the ~~six~~nine months ended ~~June~~September 30, 2023 on increased sales of new equipment of $45.48 million. Gross profit margin on sales of new equipment was 1618.91% for the ~~six~~nine months ended ~~June~~September 30, 2024, compared to 1413.18% for the same period last year, an increase of 24.83%., primarily as a result of higher gross margins on material handling equipment sales.

Parts, Service and Other Gross Profit. Our parts, service and other revenues gross profit for the ~~six~~nine months ended ~~June~~September 30, 2024 was $1014.34 million, a decrease of $46.10 million, or 2829.24%, from a gross profit of $1420.4 million for the same period last year on decreased parts, service and other revenues of $57.07 million. Gross profit margin for the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023 was 2827.84% and 3533.29%, respectively.

Selling, General and Administrative Expenses. SG&A expenses increased $31.5 million, or 16.2%, to $226.1 million for the six months ended June 30, 2024 compared to $194.6 million for the six months ended June 30, 2023. Employee salaries, wages, payroll 29

Selling, General and Administrative Expenses. SG&A expenses increased $39.7 million, or 13.3%, to $338.6 million for the nine months ended September 30, 2024 compared to $298.8 million for the nine months ended September 30, 2023. Employee salaries, wages, payroll taxes and other employee related expenses increased $16.3 million due to increased wages, headcount and health insurance. Facility expenses increased $7.4 million, depreciation and amortization expenses increased $7.2 million, liability insurance costs increased $3.0 million and professional fees increased $2.3 million. Approximately $33.1 million of the total increase in SG&A expenses was attributable to branches opened or acquired since January 1, 2023 with less than nine months of comparable operations in either or both of the nine months ended September 30, 2024 and 2023. SG&A expenses as a percentage of total revenues for the nine months ended September 30, 2024 and 2023 were 29.9% and 27.6%, respectively.

~~taxes~~Gain ~~and~~on ~~other~~Sales ~~employee~~of ~~related~~Property ~~expenses~~& ~~increased~~Equipment ~~$15~~(Net).0 ~~million~~We ~~due~~had tonet ~~increased~~gains ~~wages,~~on ~~commissions,~~sales ~~headcount~~of ~~and~~property ~~health insurance. Depreciation~~ and ~~amortization~~equipment ~~expenses~~of ~~increased~~ $46.~~7 million, facility expenses increased $~~4.2 million, ~~professional~~for ~~fees~~the ~~increased~~nine ~~$2.1~~months ~~million~~ended ~~and~~September ~~liability~~30, ~~insurance~~2024 ~~costs~~compared ~~increased~~to $1.9 million. ~~Approximately~~for ~~$20.8 million of~~ the ~~total~~same ~~increase~~period inlast ~~SG&A expenses was attributable to branches opened or acquired since January 1~~year, ~~2023~~an ~~with~~increase ~~less than six months~~ of ~~comparable~~$4.6 ~~operations in either or both of the six months ended June 30, 2024 and 2023~~million. ~~SG&A~~This ~~expenses~~increase asis adue ~~percentage~~to offluctuations ~~total~~in ~~revenues for~~ the ~~six~~normal ~~months~~course ~~ended~~of ~~June 30, 2024 and 2023 were 30~~business.~~2% and 28.5%, respectively.~~

~~Gain~~Other onIncome ~~Sales~~(Expense). ofFor ~~Property~~the &nine ~~Equipment~~months ~~(Net).~~ended WeSeptember ~~had~~30, ~~net~~2024, ~~gains~~our onnet ~~sales~~other ofexpenses ~~property~~were ~~and~~$50.9 ~~equipment~~million ofcompared to $438.87 million for the ~~six~~nine months ended ~~June~~September 30, ~~2024~~2023. ~~compared~~Interest toexpense was $155.14 million for the ~~same~~nine ~~period~~months ~~last~~ended ~~year~~September 30, an2024 ~~increase~~compared ofto $344.75 million for the nine months ended September 30, 2023. ~~This~~The increase in interest expense is largely due to ~~fluctuations~~higher inborrowings ~~the~~on ~~normal~~our ~~course~~Credit ~~of business~~Facility.

~~Other~~ Income ~~(Expense)~~Taxes. ~~For~~We recorded an income tax expense of $34.4 million for the ~~six~~nine months ended ~~June~~September 30, 2024, ~~our~~compared ~~net~~to ~~other~~an ~~expenses~~income ~~were~~tax ~~$33.6~~expense ~~million~~of ~~compared to~~ $2541.60 million for the ~~six~~nine months ended ~~June~~September 30, 2023. ~~Interest~~Our ~~expense~~effective ~~was~~income ~~$36.6~~tax ~~million~~rate for the ~~six~~nine months ended ~~June~~September 30, 2024 was 27.6% compared to ~~$28~~26.42% ~~million~~ for the ~~six~~same ~~months~~period ~~ended~~in ~~June~~2023. Based on available evidence, both positive and negative, we believe it is more likely than not that our federal deferred tax assets at September 30, ~~2023~~2024 are fully realizable through future reversals of existing taxable temporary differences and future taxable income. ~~The~~As ~~increase~~of inSeptember ~~interest~~30, ~~expense~~2024, iswe ~~largely~~have ~~due~~a tovaluation ~~higher~~allowance ~~borrowings~~of on$3.0 ~~our~~million ~~Credit~~for ~~Facility~~certain state tax credits that may not be realized.

Income Taxes. We recorded an income tax expense of $22.1 million for the six months ended June 30, 2024 compared to an income tax expense of $23.7 million for the six months ended June 30, 2023. Our effective income tax rate for the six months ended June 30, 2024 was 27.2% compared to 26.2% for the same period in 2023. Based on available evidence, both positive and negative, we believe it is more likely than not that our federal deferred tax assets at June 30, 2024 are fully realizable through future reversals of existing taxable temporary differences and future taxable income. As of June 30, 2024, we have a valuation allowance of $3.0 million for certain state tax credits that may not be realized.

Liquidity and Capital Resources

Cash Flow From Operating Activities. For the ~~six~~nine months ended ~~June~~September 30, 2024, the net cash provided by our operating activities was $~~216~~366.42 million. Our reported net income of $5990.2 million, when adjusted for non-cash income and expense items, such as depreciation and amortization, deferred income taxes, net amortization (accretion) of note discount (premium), provision for losses on accounts receivable, provision for inventory obsolescence, stock-based compensation expense and net gains on the sale of long-lived assets, provided positive cash flows of $~~250~~394.08 million. These cash flows from operating activities were also positively impacted by a $6.3 million increase in accrued expenses payable and other liabilities and a $2.09 million decrease in inventories driven by the classification of rental equipment at the time of purchase ~~and a $1~~.8 ~~million decrease in receivables.~~ Partially offsetting these positive cash flows were a $2227.13 million decrease in accounts payable, a $95.37 million increase in prepaid expenses and other assets, a $73.08 million ~~decrease~~increase in ~~accrued~~receivables ~~expenses payable~~ and ~~other~~a ~~liabilities and an~~ $0.1.0 million decrease in manufacturing flooring plans payable.

For the ~~six~~nine months ended ~~June~~September 30, 2023, the net cash provided by our operating activities was $~~134~~276.95 million. Our reported net income of $66115.98 million, when adjusted for non-cash income and expense items, such as depreciation and amortization, deferred income taxes, net amortization (accretion) of note discount (premium), provision for losses on accounts receivable, impairment of goodwill, provision for inventory obsolescence, stock-based compensation expense, impairment of goodwill and net gains on the sale of long-lived assets, provided positive cash flows of $~~248~~397.56 million. These cash flows from operating activities were also positively impacted by a $6110.79 million increase in ~~accounts~~accrued expenses payable and other liabilities, a $2.12 million increase in manufacturing flooring plans payable, and an $8.1 million decrease in prepaid expenses and other assets. Partially offsetting these positive cash flows were a $~~154~~101.78 million increase in inventories, a $332.2 million increase in accounts receivables, ~~a $13.3 million increase in prepaid expenses~~ and ~~other~~an ~~assets and a~~ $68.24 million decrease in ~~accrued~~accounts ~~expenses~~ payable ~~and other liabilities~~.

Cash Flow From Investing Activities. For the ~~six~~nine months ended ~~June~~September 30, 2024, our net cash used in our investing activities was $~~298~~422.31 million. The aggregate cumulative cash consideration paid for the acquisitions of Lewistown and Precision was approximately $157.78 million; see additional information on the ~~acquisition~~acquisitions in Note 3 to our Condensed Consolidated Financial Statements. Purchases of rental and non-rental equipment were $~~228~~382.93 million and proceeds from the sale of rental and non-rental equipment were $88118.20 million.

For the ~~six~~nine months ended ~~June~~September 30, 2023, our net cash used in our investing activities was $~~268~~452.90 million. Purchases of rental and non-rental equipment were $~~341~~578.50 million and proceeds from the sale of rental and non-rental equipment were $72126.60 million.

Cash Flow From Financing Activities. For the ~~six~~nine months ended ~~June~~September 30, 2024, our net cash provided by our financing activities was $8258.15 million. Borrowings on our senior secured credit facility amounted to $1.04 billion while payments on the facility ~~amounted to $918.2 million for the six months ended June 30, 2024. Dividends paid totaled $20.1 million, or $0.55 per common share, and treasury stock purchases totaled $3.4 million.~~

~~For the six months ended June~~ 30, 2023, our net cash provided by our financing activities was $99.6 million. Borrowings on our senior secured credit facility amounted to $876.4 million while payments on the facility amounted to $748.7 million for the six months

31amounted to $1.3 billion for the nine months ended September 30, 2024. Dividends paid totaled $30.1 million, or $0.825 per common share, and treasury stock purchases totaled $5.8 million.

For the nine months ended ~~June~~September 30, 2023, our net cash provided by our financing activities was $101.1 million. Borrowings on our senior secured credit facility amounted to $1.3 billion while payments on the facility amounted to $1.2 billion for the nine months ended September 30, 2023. Dividends paid totaled $2030.0 million, or $0.55825 per common share, and treasury stock purchases totaled $36.21 million. Payments on deferred financing costs related to the amended and restated credit facility totaled $4.9 million.

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 ~~June~~September 30, 2024, we had $~~287~~276.3 million borrowed under the Credit Facility and we could borrow up to $~~450~~461.43 million, which with cash on hand amounted to a liquidity position of $~~459~~472.04 million. We did not have any covenant violations related to the Credit Facility. At ~~July~~October 2322, 2024, we had ~~we had~~ borrowings of $~~300~~269.40 million outstanding under our Credit Facility leaving us with borrowing availability of $~~437~~468.37 million, as a result of $12.3 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 ~~June~~September 30, 2024, the Company held balances of cash totaling $811.61 million., Aswhile as of December 31, 2023, the Company held balances of cash totaling $8.5 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 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 ~~six~~nine months ended ~~June~~September 30, 2024 and 2023 were approximately $~~196~~327.58 million and $~~375~~595.12 million, respectively. This decrease in rental fleet capital expenditures reflects the normalization of fleet purchasing in the current ~~quarter~~year as compared to the prior year. Our gross property and equipment capital expenditures for the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023 were $7793.19 million and $3355.4 million, respectively. The increase in gross property and equipment capital expenditures in the current year as compared to the prior year is attributable to branch expansion.

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 ~~June~~September 30, 2024, we had cash on hand of $811.61 million. At ~~June~~September 30, 2024, we had available borrowings of $450.4 million, net of $12.3 million of outstanding letters of credit. At July 23, 2024, we had $437.3 million of available borrowings under the Credit Facility, net of $12.3 million of outstanding letters of credit.

3231

available borrowings of $461.3 million, net of $12.3 million of outstanding letters of credit. At October 22, 2024, we had $468.7 million of available borrowings under the Credit Facility, net of $12.3 million of outstanding letters of credit.

Quarterly Dividend

On ~~May~~August 1613, 2024, the Company announced a quarterly dividend of $0.275 per share to stockholders of record, which was paid on ~~June~~September 1413, 2024, totaling approximately $10.01 million. The Company intends to continue to pay regular quarterly cash dividends; however, the declaration of any subsequent dividends is discretionary and will be subject to a final determination by the Board of Directors each quarter after its review of, among other things, business and market conditions.

Contractual and Commercial Commitments

There have been no material changes from the information included in our Annual Report on Form 10-K for the year ended December 31, 2023.

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 and ~~six~~nine months ended ~~June~~September 30, 2024. 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, 2023.

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 ~~June~~September 30, 2024, 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 ~~June~~September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we are involved in various claims and legal actions arising in the ordinary course of our business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these various matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. We are exposed to various claims relating to our business, including those for which we retain portions of the losses through the application of deductibles and self-insured retentions, or self-insurance. Losses that exceed our deductibles and self-insured retentions are insured through various commercial lines of insurance policies.

self-insured retentions, or self-insurance. Losses that exceed our deductibles and self-insured retentions are insured through various commercial lines of insurance policies.

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

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, 2023, 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, 2023.

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

~~None.~~The following table summarizes the share purchase activity for the three months ended September 30, 2024:

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
July 1-31, 2024		—			—		—
August 1-31, 2024		49,645	(1)	$	48.17		—
September 1-30, 2024		—			—		—
Total		49,645		$	48.17		—	$	—

(1)

On August 1, 2024, 41,971 shares of non-vested stock that were issued in 2023 vested at $48.78 per share. Certain holders of those vested shares returned an aggregate of 15,255 shares of common stock to the Company during the quarter ended September 30, 2024 as payment for their respective withholding taxes. This resulted in an addition of 15,255 shares to treasury stock.

On August 1, 2024, 58,302 shares of non-vested stock that were issued in 2022 vested at $48.78 per share. Certain holders of those vested shares returned an aggregate of 23,213 shares of common stock to the Company during the quarter ended September 30, 2024 as payment for their respective withholding taxes. This resulted in an addition of 23,213 shares to treasury stock.

On August 2, 2024, 28,701 shares of non-vested stock that were issued in 2021 vested at $46.00 per share. Certain holders of those vested shares returned an aggregate of 10,959 shares of common stock to the Company during the quarter ended September 30, 2024 as payment for their respective withholding taxes. This resulted in an addition of 10,959 shares to treasury stock.

On August 1, 2024, 760 shares of non-vested stock that were issued in 2023 vested at $48.78 per share. The holder of those vested shares returned an aggregate of 218 shares of common stock to the Company during the quarter ended September 30, 2024 as payment for withholding taxes. This resulted in an addition of 218 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).

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: July 30, 2024	By:	/s/ Bradley W. Barber
Dated: October 29, 2024	By:	/s/ Bradley W. Barber
		Bradley W. BarberChief Executive Officer and Director(Principal Executive Officer)
Dated: July 30, 2024	By:	/s/ Leslie S. Magee
Dated: October 29, 2024	By:	/s/ Leslie S. Magee
		Leslie S. MageeChief Financial Officer and Secretary(Principal Financial and Accounting Officer)

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