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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

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

Date of report (Date of earliest event reported): July 20, 2006

H&E EQUIPMENT SERVICES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


Delaware (State or other jurisdiction	000-51759	81-0553291 (IRS Employer
of incorporation	(Commission File Number)	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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

This amended Current Report on Form 8-K/A (the “8-K/A”) is being filed in order to refurnish the section entitled “Summary Historical and Pro Forma Financial Information” included in Exhibit 99.3, which was originally furnished with the registrant’s 8-K filed July 20, 2006 (the “Original 8-K”). The registrant is refurnishing this section of Exhibit 99.3 to correct the amount of the selling, general and administrative expenses for the pro forma period three months ended March 31, 2006. This amount should be $35,339 instead of $43,339. No other amounts presented, including subtotals and/or totals, are affected by the correction. This 8-K/A does not amend or update any other information contained in the Original 8-K or the exhibits thereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


99.3		“Summary Historical and Pro Forma Financial Information” contained in the Preliminary Offering Circular.

SIGNATURES

Pursuant 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 hereunto duly authorized.


	H&E EQUIPMENT SERVICES, INC.
Date: July 21, 2006	/s/ LESLIE S. MAGEE
	By: Leslie S. Magee
	Title:	Chief Financial Officer

INDEX TO EXHIBITS


Exhibit
Number		Description
99.3		“Summary Historical and Pro Forma Financial Information” contained in the Preliminary Offering Circular.

exv99w3

Exhibit 99.3

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

The following tables set forth, for the periods and dates indicated, our summary historical and pro forma financial data. The summary historical consolidated financial data for our fiscal years ended December 31, 2003, 2004 and 2005 have been derived from our audited consolidated financial statements included elsewhere in this offering circular. The summary historical financial data for the three months ended March 31, 2005 and 2006 (as Restated) have been derived from our unaudited condensed consolidated financial statements included elsewhere in this offering circular. The unaudited condensed consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in the opinion of our management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for those periods. The results for any interim period are not necessarily indicative of the results that may be expected for a full year. The historical results included here and elsewhere in this offering circular are not necessarily indicative of future performance or results of operations.

The summarized unaudited pro forma financial data for the year ended December 31, 2005 and for the three months ended March 31, 2006 have been prepared to give pro forma effect to (1) our acquisition as of February 28, 2006 of all of the capital stock of Eagle High Reach Equipment, Inc. and all of the equity interests of its subsidiary, Eagle High Reach Equipment, LLC (together, “Eagle”), for a formula-based purchase price of approximately $59.9 million, subject to post-closing adjustment, plus assumed indebtedness of approximately $2.0 million (the “Eagle acquisition”), (2) the Reorganization Transactions (as defined below) and our initial public offering of our common stock, including the application of net proceeds from that offering, and (3) the issuance and sale of notes in this offering, the application of the net proceeds from this offering, and the other sources and uses of funds as discussed under “Use of Proceeds” (together, the “Refinancing”), in each case as if they had occurred on January 1, 2005 with respect to statement of operations and other financial data. The summarized unaudited as adjusted balance sheet data as of March 31, 2006 have been prepared to give pro forma effect to the Refinancing as if it had occurred on March 31, 2006. See note 3 of the notes to our unaudited consolidated financial statements for the three months ended March 31, 2006 (as Restated) included elsewhere in this offering circular for a description of the application of net proceeds from our initial public offering of our common stock. This data is subject, and gives effect, to the assumptions and adjustments described in the notes accompanying the unaudited pro forma condensed consolidated financial statements included elsewhere in this offering circular. The summary unaudited pro forma financial data is presented for informational purposes only and should not be considered indicative of actual results of operations that would have been achieved had the transactions described above been consummated on the dates indicated, and do not purport to be indicative of results of operations for any future period.

The summary consolidated financial data presented below represents portions of our financial statements and are not complete. You should read this information in conjunction with “Use of Proceeds,” “Capitalization,” “Selected Historical Condensed Consolidated Financial Data,” “Unaudited Pro Forma Condensed Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included elsewhere in this offering circular.


	For the Year Ended											For the Three Months Ended
	December 31,											March 31,
									2005 Pro								2006 Pro
	2003			2004			2005		Forma(1)			2005			2006		Forma(1)
															(Restated)
	(Amounts in thousands)

Statement of operations data(2):
Revenues:
Equipment rentals	$	153,851		$	160,342		$	190,794	$	219,126		$	40,591		$	53,995	$	58,682
New equipment sales		81,692			116,907			156,341		150,778			30,298			55,715		55,482
Used equipment sales		70,926			84,999			111,139		112,124			25,619			31,654		31,595
Parts sales		53,658			58,014			70,066		70,473			16,424			19,313		19,358
Service revenue		33,349			33,696			41,485		41,485			9,163			12,334		12,334
Other		20,510			24,214			30,385		31,539			6,455			9,199		9,445

Total revenues		413,986			478,172			600,210		625,525			128,550			182,210		186,896	(3)

Cost of revenues:
Rental depreciation		55,244			49,590			54,534		67,017			12,164			16,860		19,442
Rental expense		49,696			50,666			47,027		39,551			11,519			10,612		11,078
New equipment sales		73,228			104,111			137,169		132,094			26,463			48,561		48,380
Used equipment sales		58,145			67,906			84,696		84,358			19,796			23,799		23,632
Parts sales		39,086			41,500			49,615		49,720			11,435			13,524		13,558
Service revenue		13,043			12,865			15,417		15,417			3,246			4,567		4,567
Other		26,433			28,246			30,151		33,317			7,197			8,264		8,900

Total cost of revenues		314,875			354,884			418,609		421,474			91,820			126,187		129,557

Gross profit:
Equipment rentals		48,911			60,086			89,233		112,558			16,908			26,523		28,162
New equipment sales		8,464			12,796			19,172		18,684			3,835			7,154		7,102
Used equipment sales		12,781			17,093			26,443		27,766			5,823			7,855		7,963
Parts sales		14,572			16,514			20,451		20,753			4,989			5,789		5,800
Service revenue		20,306			20,831			26,068		26,068			5,917			7,767		7,767
Other		(5,923	)		(4,032	)		234		(1,778	)		(742	)		935		545

Total gross profit		99,111			123,288			181,601		204,051			36,730			56,023		57,339
Selling, general and administrative expenses		93,054			97,525			111,409		121,571			25,806			41,043		35,339


	For the Year Ended												For the Three Months Ended
	December 31,												March 31,
										2005 Pro									2006 Pro
	2003			2004			2005			Forma(1)			2005			2006			Forma(1)
																(Restated)
	(Amounts in thousands, except share and per share data)

Loss from litigation		17,434			—			—			—			—			—			—
Related party expense		1,275			—			—			—			—			—			—
Gain on sale of property and equipment		80			207			91			91			41			99			99

Income (loss) from operations		(12,572	)		25,970			70,283			82,571			10,965			15,079			22,099

Other income (expense):
Interest expense(4)		(39,394	)		(39,856	)		(41,822	)		(28,542	)(5)		(10,104	)		(10,167	)		(7,224	)(5)
Other, net		221			149			372			376			90			75			75

Total other expense, net		(39,173	)		(39,707	)		(41,450	)		(28,166	)		(10,014	)		(10,092	)		(7,149	)

Income (loss) before income taxes		(51,745	)		(13,737	)		28,833			54,405			951			4,987			14,950
Income tax provision (benefit)		(5,694	)		—			673			10,200			—			1,067			3,574

Net income (loss)	$	(46,051	)	$	(13,737	)	$	28,160		$	44,205		$	951		$	3,920		$	11,376

Net income (loss) per common share(6):
Basic	$	(1.81	)	$	(0.54	)	$	1.10		$	1.17		$	0.04		$	0.12		$	0.34
Diluted	$	(1.81	)	$	(0.54	)	$	1.10		$	1.17		$	0.04		$	0.12		$	0.34
Common shares used to compute net income (loss) per common share(6):
Basic		25,492,019			25,492,019			25,492,019			37,703,467			25,492,019			33,458,165			33,458,165
Diluted		25,492,019			25,492,019			25,492,019			37,703,467			25,492,019			33,461,521			33,461,521

Other financial data:
EBITDA(7)	$	46,808		$	79,645		$	130,515		$	155,713		$	24,350		$	33,594		$	43,258
Adjusted EBITDA(7)		64,242			79,645			130,515			155,713			24,350			41,594			43,258
Depreciation and amortization(8)		59,159			53,526			59,860			72,766			13,295			18,440			21,084
Total capital expenditures (gross)(9)		41,923			86,790			190,908			200,513			30,460			78,390			79,032
Total capital expenditures (net)(10)		(12,056	)		21,045			102,920			110,235			9,068			53,574			54,046


	As of March 31, 2006
	Actual		As Adjusted(11)
	(Restated)
	(Amounts in thousands)
Balance sheet data:
Cash	$	25,768	$	768
Rental equipment, net		383,651		383,651
Goodwill		26,066		26,066
Deferred financing costs		7,836		11,972
Total assets		667,179		646,315
Total debt(12)		244,332		264,919
Stockholders’ equity		205,904		166,729


	Twelve Month
	Period Ended
	March 31, 2006
Pro Forma Credit Statistics
Pro forma EBITDA(13) (Amounts in thousands)	$	169,120
Pro forma interest expense(5) (Amounts in thousands)	$	29,255
Ratio of pro forma EBITDA to pro forma interest expense(13)(5)		5.8x
Ratio of total debt as adjusted to pro forma EBITDA(11)(12)(13)		1.6x


(1)		The unaudited pro forma financial data for the year ended December 31, 2005 and three months ended March 31, 2006 have been prepared to give pro forma effect to (1) the Eagle acquisition, (2) the Reorganization Transactions and our initial public offering of our common stock, including the application of net proceeds from that offering, and (3) the Refinancing, in each case as if they had occurred on January 1, 2005.

(2)		See note 18 of the 2005 annual consolidated financial statements of H&E LLC included elsewhere in this offering circular discussing business segment information.

(3)		Pro forma total revenues for the twelve month period ended March 31, 2006 were $678.5 million.

(4)		Interest expense is comprised of cash-pay interest (interest recorded on debt and other obligations requiring periodic cash payments) and non-cash pay interest.

(5)		Interest rates used in the computation of pro forma interest expense are subject to change. For the computation of the interest rate on the notes offered hereby, we have assumed an interest rate of 8.0%. A 0.125% increase or decrease in the assumed interest rate would increase or decrease, as the case may be, on a pre-tax basis interest expense by $0.3 million for the year ended December 31, 2005 and $0.1 million for the three month period ended March 31, 2006.

(6)		In calculating shares of common stock outstanding, we give retroactive effect to the completion of the Reorganization Transactions as if the Reorganization Transactions had occurred as of the beginning of the earliest year presented with respect to statement of operations data. See “Certain Relationships and Related Party Transactions — Reorganization Transactions.” For pro forma purposes, we give retroactive effect to the completion of both the Reorganization Transactions and our initial public offering as if each had occurred on January 1, 2005.

(7)		We define EBITDA as net income (loss) from continuing operations before interest expense, income taxes, and depreciation and amortization. We define Adjusted EBITDA as EBITDA as adjusted for (1) with respect to the year ended December 31, 2003, the loss from litigation that was recorded in 2003 and (2) with respect to the three months ended March 31, 2006, as adjusted for the management services agreement termination fee that was recorded in the three month period ended March 31, 2006. We use EBITDA and Adjusted EBITDA in our business operations to, among other things, evaluate the performance of our business, develop budgets and measure our performance against those budgets. We also believe that analysts and investors use EBITDA and Adjusted EBITDA as supplemental measures to evaluate a company’s overall operating performance. However, EBITDA and Adjusted EBITDA have material limitations as analytical tools and you should not consider these in isolation, or as a substitute for analysis of our results as reported under GAAP. We find them as useful tools to assist us in evaluating our performance because they eliminate items related to capital


		structure, income taxes and non-cash charges. The items that we have eliminated in determining EBITDA and Adjusted EBITDA are interest expense, income taxes, depreciation of fixed assets (which includes rental equipment and property and equipment) and amortization of intangible assets and, in the case of Adjusted EBITDA, the loss from litigation or the termination fee, as applicable. However, some of these eliminated items are significant to our business. For example, (i) interest expense is a necessary element of our costs and ability to generate revenue because we incur a significant amount of interest expense related to our outstanding indebtedness; (ii) payment of income taxes is a necessary element of our costs; and (iii) depreciation is a necessary element of our costs and ability to generate revenue because rental equipment is the single largest component of our total assets and we recognize a significant amount of depreciation expense over the estimated useful life of this equipment. Any measure that eliminates components of our capital structure and costs associated with carrying significant amounts of fixed assets on our balance sheet has material limitations as a performance measure. In light of the foregoing limitations, we do not rely solely on EBITDA and Adjusted EBITDA as performance measures and also consider our GAAP results. EBITDA and Adjusted EBITDA are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income, operating income or any other measures derived in accordance with GAAP. Because EBITDA and Adjusted EBITDA are not calculated in the same manner by all companies, they may not be comparable to other similarly titled measures used by other companies.

Set forth below is a reconciliation of net income (loss) to EBITDA and Adjusted EBITDA for the periods presented.


	For the Year Ended December 31,										Three Months Ended March 31,
									2005						2006
	2003			2004			2005		Pro Forma(1)		2005		2006		Pro Forma(1)
													(Restated)
	(Amounts in thousands)

Net income (loss)	$	(46,051	)	$	(13,737	)	$	28,160	$	44,215	$	951	$	3,920	$	11,376
Income tax provision (benefit)		(5,694	)		—			673		10,200		—		1,067		3,574
Interest expense		39,394			39,856			41,822		28,542		10,104		10,167		7,224
Depreciation and amortization(8)		59,159			53,526			59,860		72,766		13,295		18,440		21,084

EBITDA		46,808			79,645			130,515		155,713		24,350		33,594		43,258
Loss from litigation		17,434			—			—		—		—		—		—
Management services agreement termination fee		—			—			—		—		—		8,000		—

Adjusted EBITDA	$	64,242		$	79,645		$	130,515	$	155,713	$	24,350	$	41,594	$	43,258


(8)		This amount excludes amortization of loan discounts and amortization of deferred financing costs included in interest expense.

(9)		Total capital expenditures (gross) include rental equipment purchases, assets transferred from new and used inventory to rental fleet and property and equipment purchases.

(10)		Total capital expenditures (net) include rental equipment purchases, assets transferred from new and used inventory to rental fleet and property and equipment purchases less proceeds from the sale of these assets.

(11)		The amounts shown in the “As Adjusted” column give pro forma effect to the Refinancing and assume that all of our existing notes will be tendered and purchased in the Tender Offer and assume the amount of the tender offer price and fees described in this offering circular under “Use of Proceeds.” Amounts will depend upon the amount of existing notes actually tendered and purchased, and the actual amount of the tender offer consideration. In addition, amounts will depend upon the amount of cash on hand that is available at the time, and we may borrow more or less under our senior secured credit facility depending upon the amount of cash available. See “Use of Proceeds” discussion for further information. To date, approximately $4.5 million of the existing senior secured notes have not been tendered and there can be no assurances that they will be tendered. To the extent they are not tendered, the amount of our total debt may increase.


(12)		Actual total debt represents amounts outstanding under the senior secured credit facility, existing senior secured and senior subordinated notes, notes payable and capital leases. Total debt as adjusted represents amounts outstanding under the senior secured credit facility, the notes offered hereby, notes payable and capital leases.

(13)		See note (2) under the “Unaudited Pro Forma Condensed Consolidated Financial Data” for a description and reconciliation of pro forma EBITDA.

Certain monetary amounts, percentages and other figures included in this offering circular have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or when aggregated may not be the arithmetic aggregation of the percentages that precede them.