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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 14, 2003

H&E EQUIPMENT SERVICES L.L.C.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Louisiana
(State or other jurisdiction
of incorporation)		   333-99589
333-99587
(Commission File Numbers)		   72-1287046
(IRS Employer
Identification No.)


11100 Mead Road, Suite 200, Baton Rouge, Louisiana 70816
(Address of Principal Executive Offices, including Zip Code)


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


Not applicable
(Former Name or Former Address, if Changed Since Last Report)


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)
Exhibits

99.1
Press Release dated April 14, 2003.


Item 9. Regulation FD Disclosure.

        The following information is being provided under Item 12 to this current report on Form 8-K. On April 14, 2003, we issued a press release announcing the financial results for the fourth quarter and for the full fiscal year ended December 31, 2002. The press release is filed as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

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SIGNATURES

        According to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on April 14, 2003.

    H&E EQUIPMENT SERVICES L.L.C.

Date: April 14, 2003
 
/s/  LINDSAY C. JONES      
    By:   Lindsay C. Jones
    Its:   Chief Financial Officer

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SIGNATURES

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Exhibit 99.1

April 14, 2003

Press Release

SOURCE: H&E Equipment Services L.L.C.

H&E Equipment Services Reports Fourth Quarter and Year-end 2002 Results

BATON ROUGE, LA., April 14, 2003/news/—H&E Equipment Services L.L.C., today announced financial results for the fourth quarter and full year ended December 31, 2002. The merger between H&E Equipment Services L.L.C. and ICM Equipment Company L.L.C. was completed on June 17, 2002. Accordingly, the actual financial information presented herein, includes ICM Equipment Company's results of operation since the date of the merger.

        The Company's previously issued consolidated financial statements as of and for the year ended December 31, 2001 have been restated to correct errors related to the calculation of unbilled rental revenue and deferred revenue related to rental contracts with terms that extend across reporting periods. During the preparation of the financial statements for the year ended December 31, 2002, the Company discovered certain errors related to the unbilled rental revenue and deferred revenue balance sheet accounts, and to the timing of when equipment rental revenue was recorded in the past. The Company recognized approximately $0.3 million and $0.9 million of after tax revenue, for the year ended December 31, 2001 and for the years ended December 31, 1999 and prior, respectively, that should have been recognized in subsequent periods.

        The Company reported 2002 fourth quarter revenues, on an actual basis, of $107.0 million, compared to $81.1 million (restated) for the fourth quarter 2001. The net loss for the fourth quarter was $5.8 million compared to net income of $1.5 million (restated) for the fourth quarter last year.

        Revenues for the year ended December 31, 2002, on an actual basis, were $351.7 million, compared to $309.5 million (restated) for the year ended December 31, 2001. The net loss for the year ended December 31, 2002, was $13.1 million compared to net income of $3.3 million (restated) for the same period last year. At December 31, 2002, the Company had $76.7 million outstanding on its senior secured credit facility with an additional $72.8 million in available borrowings, based on the collateral value of the borrowing base assets.

        "Our integrated model continues to provide balanced revenues and gross profit margin contribution during a very difficult economic time," says John Engquist, President and Chief Executive Officer. "For the three months ended December 31, 2002, on a pro forma basis, our equipment rental revenues were 39.9% of total revenues, new equipment sales were 22.4%, used equipment sales were 13.9%, parts sales and service revenues were 19.5% and other revenues were 4.3%. Gross profit contribution by segment, as a percentage of total gross profit, was 54.1% for equipment rentals, 4.5% for new equipment sales, 11.4%, for used equipment sales and 30.6% for parts sales and service revenues and (0.6%) for other revenues."

        John Engquist continues, "For the year ended December 31, 2002, on a pro forma basis, equipment rental revenues were 39.1% of total revenues, new equipment sales were 20.4%, used equipment sales were 15.1%, parts sales and service revenues were 21.1% and other revenues were 4.3%. Gross profit contribution by segment, as a percentage of total gross profit, was 53.8% for equipment rentals, 6.6% for new equipment sales, 10.3%, for used equipment sales and 31.2% for parts sales and service revenues and (1.9%) for other revenues."

        "Because we cannot control the economy, we are focusing on managing the business through reducing costs and managing our assets. This is evidenced by a nearly 1.6% increase in our pro forma gross profit margin percentage when total pro forma revenues declined 16.2% for the year ended December 31, 2002. Also for the year, our dollar utilization declined only 1.4%. Our parts sales and service revenues declined only 2.5% for the year with constant gross profit margins, demonstrating the value of our fully integrated model," reports Engquist.


Pro Forma Results

        The unaudited pro forma combined selected data for the years ended December 31, 2002 and 2001, presented herein, give effect to the merger of ICM Equipment Company L.L.C. with and into H&E Equipment Services L.L.C. as if it had occurred at the beginning of the periods presented.

        For the year ended December 31, 2002, total pro forma revenues were $431.7 million, compared to $515.3 million (restated) for the year ended December 31, 2001, a decline of $83.6 million or 16.2%.

        Pro forma new and used equipment sales declined 32.6% or $74.0 million to $153.0 million for the year ended December 31, 2002 from $227.0 million for the comparable period last year. The decline was a result of customers not making significant capital investments given the uncertainty in the economy. While sales of new and used equipment were down across all product lines, the largest decline was in the sales of new and used cranes.

        For the year ended December 31, 2002, pro forma rental revenues decreased 4.3% or $7.5 million to $168.7 million from $176.2 million (restated) for the same time period last year. The decrease in rental revenues was attributable to a decline in rental rates, the mix of rental fleet equipment, and lower time utilization, particularly due to weather in the Gulf Coast region. Equipment dollar utilization at the end of December 2002 was 30.7% compared to 32.1% at December 2001.

        Pro forma parts sales and service revenues for the year ended December 31, 2002 declined $2.4 million or 2.5% to $91.4 million from $93.7 million for the year ended December 31, 2001.

        For the year ended December 31, 2002, total pro forma gross profit was $119.2 million, compared to $133.9 million (restated) for the year ended December 31, 2001, a decline of $14.7 million or 11.0%. For 2002, total pro forma gross profit margin increased to 27.6% from 26.0% (restated) last year. Despite the dollar decline in total pro forma gross profit, the increase in total pro forma gross profit margin, as a percentage of total pro forma revenues, is a result of improved margins in equipment sales and other revenues.

        Pro forma new and used equipment gross profit for 2002 declined 27.3% or $7.6 million to $20.2 million from $27.8 million for 2001. The decline was a result of lower sales volume as explained previously. Despite the lower sales volume, the pro forma gross profit margin increased 0.9% for 2002 compared to 2001.

        For the year ended December 31, 2002, pro forma rental gross profit decreased 12.9% or $9.5 million to $64.1 million from $73.6 million (restated) for the same time period last year. The decrease in rental revenues was attributable primarily to a decline in rental volumes and increased cost associated with the hi-reach operation.

        Pro forma parts and service gross profit for 2002 dropped $1.0 million or 2.6%, to $37.2 million from $38.2 million for 2001. Despite the gross profit dollar decline, gross margin remained consistent.

        Pro forma EBITDA for year ended December 31, 2002 decreased 13.5%, to $79.5 million in 2002 from $91.9 million (restated) in 2001. The decline in EBITDA is primarily a result of lower new and used equipment sales and rental revenues.

        The Company's management will hold its fourth quarter earnings conference call on April 15, 2003, at 11:00 AM. Eastern Standard Time. The conference call number is 1-888-214-7569.

About H&E Equipment Services L.L.C.

        H&E Equipment Services L.L.C. is one of the largest integrated equipment rental, service and sales companies in the United States with an integrated network of 45 facilities, most of which have full service capabilities, and a workforce that includes a highly-skilled group of service technicians and separate rental and equipment sales forces. In addition to renting equipment, the Company also sells new and used equipment and provide extensive parts and service support. This integrated model enables the Company to effectively manage key aspects of its rental fleet through reduced equipment


acquisition costs, efficient maintenance and profitable disposition of rental equipment. The Company generates a significant portion or our gross profit from parts sales and service revenues.

Forward-Looking Statements

        Certain statements contained in this presentation are forward-looking in nature. These statements can be identified by the use of forward-looking terminology such as "believes," "expects," "projects," "forecasts," "may," "will," "should," "on track," or "anticipates," or the negative thereof or comparable terminology, or by discussion of strategy. The Company's business and operations are subject to a variety of risks and uncertainties and, consequently, actual results may materially differ from those projected by any forward-looking statements. Factors that could cause actual results to differ from those projected include, but are not limited to, the following: (1) unfavorable economic and industry conditions can reduce demand and prices for the Company's products and services, (2) governmental funding for highway and other construction projects may not reach expected levels, (3) the Company may not have access to capital that it may require, and (4) intense competition. The Company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made.



H&E EQUIPMENT SERVICES L.L.C
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)

 
   Three Months Ended December 31,
   Year Ended December 31,
  
 
   2002
   2001
   2002(1)
   2001
  
 
    
   (Restated)

    
   (Restated)

  
Revenues:                          
  Equipment rentals   $ 42,697   $ 24,137   $ 136,624   $ 98,696  
  New equipment sales     23,999     30,517     72,143     84,138  
  Used equipment sales     14,850     10,123     52,487     59,441  
  Parts sales     13,403     8,903     47,218     36,524  
  Service revenues     7,493     4,919     27,755     19,793  
  Other     4,565     2,458     15,473     10,925  

Total revenues
 
 
107,007
 
 
81,057
 
 
351,700
 
 
309,517
 

Gross profit:
 
 
 
 
 
 
 
 
 
 
 
 
 
  Equipment rentals     15,050     10,831     52,745     45,538  
  New equipment sales     1,240     2,503     6,088     6,696  
  Used equipment sales     3,161     511     9,461     8,063  
  Parts sales     4,453     2,615     13,207     9,448  
  Service revenues     4,061     2,675     16,317     11,687  
  Other     (159 )   (1,589 )   (1,340 )   (3,514 )

Total gross profit
 
 
27,806
 
 
17,546
 
 
96,478
 
 
77,918
 

Selling, general, and administrative expenses
 
 
23,712
 
 
12,025
 
 
82,294
 
 
55,382
 
Gain on sale of property and equipment     24     38     59     46  

Income from operations
 
 
4,118
 
 
5,559
 
 
14,243
 
 
22,582
 

Interest expense
 
 
10,109
 
 
3,417
 
 
28,955
 
 
17,995
 
Other income, net     211     20     372     156  

Income (loss) before income taxes
 
 
(5,780
)
 
2,162
 
 
(14,340
)
 
4,743
 

Income tax expense (benefit)
 
 
0
 
 
637
 
 
(1,271
)
 
1,443
 

Net income (loss)
 
$
(5,780
)
$
1,525
 
$
(13,069
)
$
3,300
 
(1)
Contains the results of operations of ICM Equipment Company, L.L.C. from the date of the merger (June 18, 2002 through December 31, 2002).


H&E EQUIPMENT SERVICES L.L.C.
SELECTED BALANCE SHEET DATA
December 31, 2002
(in thousands)

Cash and cash equivalents   $ 3,398
Rental equipment, net     309,697
Total assets     468,619

Total debt
 
 
328,737
Total liabilities     444,189
Member's interest     24,430
Total liabilities and member's interest   $ 468,619

The unaudited pro forma combined selected statement of operations data for the year ended December 31, 2002 and 2001 (restated), give effect to the merger of ICM Equipment Company L.L.C. with and into H&E Equipment Services L.L.C. as if it had occurred at the beginning of the periods presented.


H&E EQUIPMENT SERVICES L.L.C
UNAUDITED PRO FORMA COMBINED SELECTED STATEMENT OF OPERATIONS DATA
(in thousands)

 
   Three Months Ended December 31,
   Year Ended December 31,
  
 
   2002
   2001
   2002
   2001
  
 
    
   (Restated)

    
   (Restated)

  
Revenues:                          
  Equipment rentals   $ 42,697   $ 43,626   $ 168,704   $ 176,234  
  New equipment sales     23,999     39,090     87,907     137,031  
  Used equipment sales     14,850     17,288     65,100     89,976  
  Parts sales     13,403     13,374     55,374     55,492  
  Service revenues     7,493     9,394     35,990     38,252  
  Other     4,565     3,695     18,645     18,277  

Total revenues
 
 
107,007
 
 
126,467
 
 
431,720
 
 
515,262
 

Gross profit:
 
 
 
 
 
 
 
 
 
 
 
 
 
  Equipment rentals     15,050     18,938     64,106     73,597  
  New equipment sales     1,240     3,716     7,923     13,104  
  Used equipment sales     3,161     2,229     12,236     14,714  
  Parts sales     4,453     3,982     15,656     15,016  
  Service revenues     4,061     5,455     21,556     23,186  
  Other     (159 )   (2,704 )   (2,290 )   (5,738 )

Total gross profit
 
 
27,806
 
 
31,616
 
 
119,187
 
 
133,879
 

Selling, general, and administrative expenses
 
 
23,712
 
 
22,800
 
 
101,282
 
 
103,228
 
Gain on sale of property and equipment     24     38     59     46  

Income from operations
 
 
4,118
 
 
8,854
 
 
17,964
 
 
30,697
 

EBITDA:
 
 
 
 
 
 
 
 
 
 
 
 
 
    Income from operations     4,118     8,854     17,964     30,697  
    Depreciation and amortization     15,595     15,321     61,624     61,250  
    Loss (gain) on sale of property     (24 )   (38 )   (59 )   (46 )
   
EBITDA
 
 
19,689
 
 
24,137
 
 
79,529
 
 
91,901
 


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H&E EQUIPMENT SERVICES L.L.C CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands)
H&E EQUIPMENT SERVICES L.L.C. SELECTED BALANCE SHEET DATA December 31, 2002 (in thousands)
H&E EQUIPMENT SERVICES L.L.C UNAUDITED PRO FORMA COMBINED SELECTED STATEMENT OF OPERATIONS DATA (in thousands)