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):  March 10, 2004

 

H&E EQUIPMENT SERVICES L.L.C.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

Louisiana

 

333-99589

 

72-1287046

(State or other jurisdiction
of incorporation

 

333-99587
(Commission File Numbers)

 

(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 and Exhibits.

 

(c)                                  Exhibits

 

99.1 Press Release dated March 10, 2004.

 

Item 12. Results of Operations

 

On March 10, 2004, we issued a press release announcing our financial results for the fourth quarter and year ended December 31, 2003.  A copy of the press release is attached as Exhibit 99.1.

 

The information in this Form 8-K and the attached exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

2



 

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.

 

 

H&E EQUIPMENT SERVICES L.L.C.

 

 

Date:  March 10, 2004

 

 

 

 

/s/ LINDSAY C. JONES

 

 

By:

Lindsay C. Jones

 

Its:

Chief Financial Officer

 

3



 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release issued by H&E Equipment Services L.L.C. on March 10, 2004 announcing earnings for the quarter and year ended December 31, 2003.

 

4


Exhibit 99.1

 
March 10, 2004
 

Press Release

 

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

 

H&E Equipment Services Reports Financial Results for the Fourth Quarter and Year Ended December 31, 2003

 

BATON ROUGE, LA., March 10, 2004/news/ —H&E Equipment Services L.L.C. (“H&E” or the “Company”), today announced financial results for the fourth quarter and year ended December 31, 2003.  The merger between H&E and ICM Equipment Company L.L.C. (“ICM”) was completed on June 17, 2002.  Accordingly, the actual operating results for the year ended December 31, 2002 include the results of ICM from the period June 18, 2002 to December 31, 2002.

 

The Company reported a 0.5% increase in fourth quarter total revenues to $107.5 million in 2003 from $107.0 million for the fourth quarter 2002, with a 12.7% decline in earnings before interest, taxes, depreciation and amortization (EBITDA). The net loss for the fourth quarter this year was $7.2 million compared to a net loss of $5.8 million for the fourth quarter last year.

 

Revenues for the year ended December 31, 2003, were $413.7 million, compared to $351.7 million for the year ended December 31, 2002 (on an actual basis). On a pro forma basis, giving effect to the merger of ICM with and into H&E as if it had occurred at the beginning of the period presented, for the year ended December 31, 2003, total revenues declined 4.2% from last year, with a corresponding 18.1% decline in EBITDA.

 

“2003 was a challenging year for the Company due to the overall economic conditions affecting our industry,” said John Engquist, President and Chief Executive Officer.  “In spite of the challenges, we were successful in managing key elements of our business that we could control.  During the year, the Company generated sufficient cash flows to reduce total outstanding debt by $37.8 million.  For the year, total proceeds from the sales of rental fleet equipment exceeded the rental fleet capital expenditures by approximately $21.3 million.  We believe that we have one of the best maintained rental fleets in the industry, with an average age of 41.1 months at December 31, 2003.”

 

“We amended our credit agreement taking advantage of the Company’s strong asset base to provide additional liquidity and operating flexibility.  We were very pleased that the amendment extended the maturity of the senior secured credit facility to February 2009.  Also, during the fourth quarter and for the equipment industry in general, we continued to see some improvement in rental rates and a reduction in excess equipment fleet capactity as compared to earlier in the year,” said Engquist.

 

“We are anticipating steady economic improvement throughout 2004.  We believe we have the flexibility to continue managing the business relative to the economic changes,” concluded John Engquist.

 



 

Results of Operations

 

For the quarter ended December 31, 2003, total revenues were $107.5 million, compared to $107.0 million for the quarter ended December 31, 2002, an increase of $0.5 million or 0.5%. Equipment rental revenues decreased $4.1 million, or 9.6%, to $38.6 million from $42.7 million for the same time period last year.  The decrease was attributable primarily due to lower time utilization in the crane and hi-lift segments.New and used equipment sales were $42.0 million in 2003 compared to $38.9 million for 2002, an increase of $3.1 million, or 8.0%.  Sales of rental fleet equipment accounted for the quarter over quarter increase.  Parts sales and service revenues for the three months ended December 31, 2003 increased $0.8 million, or 3.8%, to $21.7 million from $20.9 million for the three months ended December 31, 2002.  Of the total increase, service revenues increased $0.5 million while parts sales increased $0.3 million.

 

For the three months ended December 31, 2003, total gross profit was $27.4 million, compared to $27.8 million for the three months ended December 31, 2002, a decrease of $0.4 million or 1.4%. Total gross profit margin was 25.5% compared with the total gross profit margin of 26.0% in the fourth quarter of 2002.

 

For the fourth quarter 2003, equipment rental gross profit decreased $2.0 million, or 13.3% to $13.0 million from $15.0 million for the same time period last year.  New and used equipment gross profit for the fourth quarter this year increased $1.7 million, or 38.6%, to $6.1 million from $4.4 million for the same period last year.  The gross profit margin increased 3.2% for fourth quarter 2003 compared to the gross profit margin last year.  Parts and service gross profit for the three months ended December 31, 2003 was $8.5 million, which was consistent for the same time period in 2002.  Parts gross profit decreased $1.0 million and service gross profit increased $0.9 million.

 

Selling, general and administrative expenses increased $1.0 million, or 4.2%, to $24.7 million for the three months ended December 31, 2003 from $23.7 million for the three months ended December 31, 2002.  The Company has continued to realize savings from the cost controlling initiatives implemented during the year.  However, some of the savings have been offset by increased insurance, professional fees, fuel and other expenses.

 

EBITDA for the three months ended December 31, 2003 decreased 12.7%, to $17.2 million from $19.7 million for the same period in 2002.

 

Pro Forma Results

 

The pro forma combined selected statement of operations data for the year ended December 31, 2002, presented herein, gives effect to the merger of ICM into H&E as if it had occurred at the beginning of the period presented.

 

For the year ended December 31, 2003 total revenues were $413.7 million, compared to $431.7 million (pro forma) for the year ended December 31, 2002, a decline of $18.0 million or 4.2%.

 

For the year ended December 31, 2003, equipment rental revenues decreased 8.8%, or $14.8 million, to $153.9 million from $168.7 million (pro forma) for the same time period last year.  Crane rental revenues decreased $5.7 million, hi-lift equipment rental revenues decreased $5.8 million, lift truck equipment rental revenues decreased $0.6 million, and other equipment rental revenues decreased $4.5 million.  Earth moving equipment rental revenues increased $1.8 million.

 

New and used equipment sales decreased to $152.6 million for the year ended December 31, 2003 from $153.0 million (pro forma), a decline of $0.4 million, or 0.3%, for the comparable period

 



 

last year.  New and used equipment sales for cranes decreased $13.1 million, hi-lift equipment decreased $2.7 million and other equipment decreased $0.9 million.  New and used equipment sales for earth moving equipment increased $16.0 million and lift trucks increased $0.3 million.

 

Parts sales and service revenues for the year ended December 31, 2003 were $87.0 million compared to $91.4 million (pro forma) for the same period in 2002.  Of the total $4.4 million or 4.8% decline, parts sales accounted for $1.7 million of the difference and service revenues accounted for the remaining $2.7 million difference.

 

For year ended December 31, 2003 total gross profit was $106.3 million, compared to $119.2 million (pro forma) for the year ended December 31, 2002, a decline of $12.9 million, or 10.8%. For 2003, total gross profit margin decreased to 25.7% from 27.6% (pro forma) for 2002.

 

For the year ended December 31, 2003 equipment rental gross profit decreased 22.6% or $14.5 million to $49.6 million from $64.1 million (pro forma) for the same time period last year.

 

New and used equipment gross profit for the year ended December 31, 2003 increased 5.5% or $1.1 million, to $21.2 million from $20.1 million (pro forma) for the same period last year. The gross profit margin for new and used equipment sales increased to13.9% from 13.1% (pro forma) for the years ended December 31, 2003 and 2002, respectively.

 

Parts and service gross profit for the year ended December 31, 2003 declined $2.4 million or 6.4%, to $34.9 million from $37.3 million (pro forma) for the same time period in 2002.

 

Selling, general and administrative expenses declined $1.4 million or 1.4% to $99.9 million for the year ended December 31, 2003 from $101.3 million (pro forma) for the year ended December 31, 2002.

 

EBITDA for the year ended December 31, 2003 decreased 18.1%, to $65.1 million from $79.5 million (pro forma) for the same period in 2002.

 

The Company’s management will hold its fourth quarter earnings conference call on March 11, 2004 at 11:00 AM. Eastern Standard Time.  The conference call number is 1.800.282.9233 and the participant code is 6422.

 

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 41 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 provides 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 of our gross profit from parts sales and service revenues.  Refer to the Form 10-K for December 31, 2002, filed on April 14, 2003 and to the Form S-1 filed on December 31, 2003.

 



 

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,

 

 

 

2003

 

2002

 

2003

 

2002 (1)

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Equipment rentals

 

$

38,600

 

$

42,697

 

$

153,851

 

$

136,624

 

New equipment sales

 

23,139

 

23,999

 

81,692

 

72,143

 

Used equipment sales

 

18,945

 

14,850

 

70,926

 

52,487

 

Parts sales

 

13,657

 

13,403

 

53,658

 

47,218

 

Service revenues

 

7,957

 

7,493

 

33,349

 

27,755

 

Other

 

5,209

 

4,564

 

20,206

 

15,473

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

107,507

 

107,006

 

413,682

 

351,700

 

 

 

 

 

 

 

 

 

 

 

Gross profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment rentals

 

12,961

 

15,049

 

49,575

 

52,745

 

New equipment sales

 

2,281

 

1,240

 

7,526

 

6,088

 

Used equipment sales

 

3,782

 

3,161

 

13,719

 

9,461

 

Parts sales

 

3,487

 

4,453

 

14,572

 

13,207

 

Service revenues

 

4,984

 

4,061

 

20,306

 

16,317

 

Other

 

(63

)

(159

)

568

 

(1,340

)

 

 

 

 

 

 

 

 

 

 

Total gross profit

 

27,432

 

27,805

 

106,266

 

96,478

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative expenses

 

24,696

 

23,710

 

99,872

 

82,294

 

Loss from litigation

 

 

 

17,434

 

 

Related party expense

 

 

 

1,275

 

 

Gain (loss) on sale of property and equipment

 

(2

)

24

 

80

 

59

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

2,734

 

4,119

 

(12,235

)

14,243

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(9,953

)

(10,109

)

(39,394

)

(28,955

)

Other income, net

 

32

 

210

 

221

 

372

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

(7,187

)

(5,780

)

(51,408

)

(14,340

)

 

 

 

 

 

 

 

 

 

 

Income tax (provision) benefit

 

(24

)

 

(24

)

1,271

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(7,211

)

$

(5,780

)

$

(51,432

)

$

(13,069

)

 


(1)          Includes 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

As of December 31, 2003 and 2002

(in thousands)

 

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Cash

 

$

3,891

 

$

3,398

 

Rental equipment, net

 

259,282

 

314,892

 

Total assets

 

401,954

 

468,344

 

 

 

 

 

 

 

Total debt (1)

 

290,979

 

328,737

 

Total liabilities

 

428,956

 

443,914

 

Member’s equity (deficit)

 

(27,002

)

24,430

 

Total liabilities and member’s equity (deficit)

 

$

401,954

 

$

468,344

 

 


(1)  Total debt consists of the aggregate amounts outstanding on the senior secured credit facility, senior secured notes, senior subordinated notes and capital lease obligations.

 



 

H&E EQUIPMENT SERVICES L.L.C.

COMBINED SELECTED STATEMENTS OF OPERATIONS DATA

 

(in thousands)

 

 

 

Year Ended December 31,

 

 

 

2003
Actual

 

2002 (1)
Pro Forma

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

Equipment rentals

 

$

153,851

 

$

168,705

 

New equipment sales

 

81,692

 

87,907

 

Used equipment sales

 

70,926

 

65,100

 

Parts sales

 

53,658

 

55,374

 

Service revenues

 

33,349

 

35,990

 

Other

 

20,206

 

18,645

 

 

 

 

 

 

 

Total revenues

 

413,682

 

431,721

 

 

 

 

 

 

 

Gross profit:

 

 

 

 

 

Equipment rentals

 

49,575

 

64,106

 

New equipment sales

 

7,526

 

7,923

 

Used equipment sales

 

13,719

 

12,236

 

Parts sales

 

14,572

 

15,656

 

Service revenues

 

20,306

 

21,556

 

Other

 

568

 

(2,290

)

 

 

 

 

 

 

Total gross profit

 

106,266

 

119,187

 

 

 

 

 

 

 

Selling, general, and administrative expenses

 

99,872

 

101,281

 

Loss from litigation

 

17,434

 

 

Related party expense

 

1,275

 

 

Gain on sale of property and equipment

 

80

 

59

 

 

 

 

 

 

 

Income (loss) from operations

 

$

(12,235

)

$

17,965

 

 


(1)  The unaudited pro forma combined selected statement of operations data for the year ended December 31, 2002, gives effect to the merger of ICM with and into H&E as if it had occurred at the beginning of the period presented.

 



 

H&E EQUIPMENT SERVICES L.L.C.

RECONCILIATION OF EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION and AMORTIZATION

 

(in thousands)

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2003
Actual

 

2002
Actual

 

2003
Actual

 

2002 (1)
Pro Forma

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

$

2,734

 

$

4,119

 

$

(12,235

)

$

17,965

 

Depreciation and amortization

 

14,492

 

15,595

 

58,823

 

61,624

 

Loss from litigation

 

 

 

17,434

 

 

Loss (gain) on sale of property

 

2

 

(24

)

(80

)

(59

)

Related party expense

 

 

 

1,275

 

 

Related party payment

 

(75

)

 

(75

)

 

Earnings before interest, taxes, depreciation, and amortization

 

$

17,153

 

$

19,690

 

$

65,142

 

$

79,530

 

 


(1) The unaudited pro forma combined selected statement of operations data for the year ended December 31, 2002, gives effect to the merger of ICM with and into H&E as if it had occurred at the beginning of the period presented.