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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549


FORM 10-Q

(Mark one)  

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                        to            

Commission file numbers:

 

333-99587
    333-99589

H&E EQUIPMENT SERVICES L.L.C.
(Exact name of registrant as specified in its charter)

Louisiana
(State of Incorporation)
  72-1287046
(I.R.S. Employer Identification No.)

11100 Mead Road, Suite 200,
Baton Rouge, Louisiana
(Address of principal executive offices)

 


70816
(Zip Code)

Registrant's telephone number, including area code (225) 298-5200


        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 ý    No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes o    No ý

        Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

        H&E Holdings L.L.C. owns 100% of the registrant's limited liability company interests.





H&E EQUIPMENT SERVICES L.L.C.

TABLE OF CONTENTS

 
   
  Page

 

 

 

 

 

PART I

 

FINANCIAL INFORMATION

 

 

Item 1.

 

Unaudited Financial Statements:

 

 

 

 

Condensed Consolidated Balance Sheets as of September 30, 2004 and
December 31, 2003

 

3

 

 

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2004 and 2003

 

4

 

 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2004 and 2003

 

5

 

 

Notes to Condensed Consolidated Financial Statements

 

7

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

19

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

 

31

Item 4.

 

Controls and Procedures

 

31

PART II.

 

OTHER INFORMATION

 

 

Item 1.

 

Legal Proceedings

 

32

Item 2.

 

Changes in Securities and Use of Proceeds

 

32

Item 3.

 

Defaults upon Senior Securities

 

32

Item 4.

 

Submission of Matters to a Vote of Security Holders

 

32

Item 5.

 

Other Information

 

32

Item 6.

 

Exhibits and Reports on Form 8-K

 

32

2



H&E EQUIPMENT SERVICES L.L.C.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

 
  September 30,
2004

  December 31,
2003

 
 
  (In thousands)

 
ASSETS              
Cash   $ 2,215   $ 3,891  
Receivables, net of allowance for doubtful accounts of $2,896 and $3,188, respectively     68,793     62,615  
Inventories, net     57,229     44,078  
Prepaid expenses and other assets     3,103     2,521  
Rental equipment, net of accumulated depreciation of $118,275 and $113,546, respectively     243,147     259,282  
Property and equipment, net of accumulated depreciation of $16,178 and $13,906, respectively     15,331     15,128  
Deferred financing costs and other intangible assets, net of accumulated amortization of $4,473 and $2,751, respectively     10,870     11,235  
Goodwill, net of accumulated amortization of $758     3,204     3,204  
   
 
 
    Total assets   $ 403,892   $ 401,954  
   
 
 
LIABILITIES AND MEMBER'S DEFICIT              
Liabilities:              
  Amount due on senior secured credit facility   $ 55,739   $ 43,958  
  Accounts payable     87,783     91,446  
  Accrued expenses payable and other liabilities     29,519     15,901  
  Accrued loss from litigation     17,434     17,434  
  Related party obligation     1,107     1,235  
  Notes payable     822     1,063  
  Senior secured notes, net of discount     198,735     198,660  
  Senior subordinated notes, net of discount     43,363     43,010  
  Capital lease obligations     1,452     5,351  
  Deferred compensation payable     10,323     10,898  
   
 
 
    Total liabilities     446,277     428,956  
   
 
 
               
Member's deficit     (42,385 )   (27,002 )
   
 
 
    Total liabilities and member's deficit   $ 403,892   $ 401,954  
   
 
 

See notes to condensed consolidated financial statements.

3



H&E EQUIPMENT SERVICES L.L.C.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
 
  2004
  2003
  2004
  2003
 
 
  (In thousands)

 
Revenues:                          
  Equipment rentals   $ 42,076   $ 40,395   $ 116,722   $ 115,251  
  New equipment sales     28,793     17,723     80,570     58,553  
  Used equipment sales     20,353     14,914     61,984     51,981  
  Parts sales     14,951     13,562     44,335     40,001  
  Service revenue     8,486     8,214     25,446     25,392  
  Other     6,230     5,289     17,500     14,997  
   
 
 
 
 
    Total revenues     120,889     100,097     346,557     306,175  
   
 
 
 
 
Cost of Revenues:                          
  Rental depreciation     12,214     13,707     36,479     41,460  
  Rental expense     12,474     12,455     38,811     37,177  
  New equipment sales     25,949     16,359     72,791     53,308  
  Used equipment sales     15,810     12,037     48,889     42,044  
  Parts sales     10,741     9,796     31,766     28,916  
  Service revenue     3,188     3,200     9,639     10,070  
  Other     5,373     4,854     15,876     14,366  
   
 
 
 
 
    Total cost of revenues     85,749     72,408     254,251     227,341  
   
 
 
 
 
    Gross profit     35,140     27,689     92,306     78,834  

Selling, general and administrative expenses

 

 

26,254

 

 

24,767

 

 

78,104

 

 

75,176

 
Loss from litigation         434         17,434  
Related party expense         1,275         1,275  
Gain on sale of property and equipment     49     45     156     82  
   
 
 
 
 
    Income (loss) from operations     8,935     1,258     14,358     (14,969 )
   
 
 
 
 
Other Income (Expense):                          
  Interest expense     (10,161 )   (9,762 )   (29,836 )   (29,441 )
  Other, net     11     93     95     189  
   
 
 
 
 
    Total other expense, net     (10,150 )   (9,669 )   (29,741 )   (29,252 )
   
 
 
 
 
    Net loss   $ (1,215 ) $ (8,411 ) $ (15,383 ) $ (44,221 )
   
 
 
 
 

See notes to condensed consolidated financial statements.

4



H&E EQUIPMENT SERVICES L.L.C.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 
  Nine Months Ended
September 30,

 
 
  2004
  2003
 
 
  (In thousands)

 
Cash flows from operating activities:              
  Net loss   $ (15,383 ) $ (44,221 )
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:              
  Depreciation on property and equipment     2,930     2,871  
  Depreciation on rental equipment     36,479     41,460  
  Amortization of loan discounts and deferred financing costs     1,958     1,797  
  Amortization of other intangible assets     191      
  Provision for losses on accounts receivable     1,037     699  
  Gain on sale of property and equipment     (156 )   (82 )
  Gain on sale of rental equipment     (11,600 )   (8,310 )
 
Changes in operating assets and liabilities:

 

 

 

 

 

 

 
    Receivables, net     (7,215 )   (3,320 )
    Inventories, net     (21,780 )   (1,795 )
    Prepaid expenses and other assets     (582 )   (2,113 )
    Accounts payable     (3,663 )   (8,108 )
    Accrued expenses payable and other liabilities     13,246     13,110  
    Accrued loss from litigation         17,434  
    Deferred compensation payable     (575 )   580  
   
 
 
      Net cash (used in) provided by operating activities     (5,113 )   10,002  
   
 
 
Cash flows from investing activities:              
  Purchases of property and equipment     (3,272 )   (2,321 )
  Purchases of rental equipment     (48,310 )   (23,989 )
  Proceeds from sale of property and equipment     295     2,616  
  Proceeds from sale of rental equipment     48,195     37,031  
   
 
 
      Net cash (used in) provided by investing activities     (3,092 )   13,337  
   
 
 
Cash flows from financing activities:              
  Borrowings on senior secured credit facility     350,067     286,371  
  Payments on senior secured credit facility     (338,286 )   (305,471 )
  Payment of deferred financing costs     (887 )   (854 )
  Payments of related party obligation     (225 )    
  Principal payments on notes payable     (241 )   (274 )
  Payments on capital lease obligations     (3,899 )   (4,032 )
   
 
 
      Net cash provided by (used in) financing activities     6,529     (24,260 )
   
 
 
Net decrease in cash     (1,676 )   (921 )
Cash, beginning of period     3,891     3,398  
   
 
 
Cash, end of period   $ 2,215   $ 2,477  
   
 
 

See notes to condensed consolidated financial statements.

5


 
  Nine Months Ended September 30,
 
  2004
  2003
 
  (In thousands)

Supplemental schedule of noncash investing activities:            
  Assets transferred from new and used inventory to rental fleet   $ 8,629   $ 7,540
  Related party expense         1,275

Supplemental disclosures of cash flow information:

 

 

 

 

 

 
  Cash paid during the period for:            
  Interest   $ 17,879   $ 18,914
  Income taxes     19     97

        As of September 30, 2004 and December 31, 2003, the Company had $50.6 and $51.8 million, respectively, in manufacturer flooring plans payable outstanding, which were used to finance purchases of inventory and rental equipment.

        During the third quarter of 2004, the Company entered into a three year non-competition agreement with a former officer. Accordingly, the Company recorded a $0.1 million intangible asset and accrued liability. The intangible asset is being amortized using the straight-time method over the term of the agreement.

        During the first quarter of 2004, the Company entered into a twelve month non-competition agreement with a former vice-president. Accordingly, the Company recorded a $0.3 million intangible asset and accrued liability. The intangible asset is being amortized using the straight-line method over the term of the agreement.

See notes to condensed consolidated financial statements.

6



H&E EQUIPMENT SERVICES L.L.C.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.    Organization and Nature of Operations

Basis of Presentation

        H&E Equipment Services L.L.C. (H&E Equipment Services or the Company) is a wholly-owned subsidiary of H&E Holdings L.L.C. (H&E Holdings). H&E Holdings is principally a holding company conducting all of its operations through H&E Equipment Services. The condensed consolidated financial statements include the results of operations of H&E Equipment Services and its wholly-owned subsidiaries H&E Finance Corp., GNE Investments, Inc. and Great Northern Equipment, Inc., collectively referred to herein as the Company.

        The nature of the the Company's business is such that short-term obligations are typically met by cash flows generated from long-term assets. Consequently, consistent with industry practice, the accompanying condensed consolidated balance sheets are presented on an unclassified basis.

Nature of Operations

        H&E Equipment Services is one of the largest integrated equipment rental, sales and service companies in the United States of America (United States). Unlike many of its competitors which focus primarily on 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 fleet equipment. Over the past 41 years, the Company has built an infrastructure that includes a network of 39 facilities, most of which have full-service capabilities, and a workforce that includes a highly-skilled group of approximately 480 service technicians and separate and distinct rental and equipment sales forces. The Company generates a significant portion of its gross profit from its parts and service operations, which management believes, provides the Company with a more stable operating profile than companies that focus solely on renting equipment.

        The Company's operations are principally connected with construction and industrial activities. Consequently, a downturn in construction or industrial activity may lead to a decrease in the demand for equipment or depressed rental rates and sales prices for the equipment the Company sells.

        The accompanying condensed consolidated financial statements are unaudited and, in the opinion of management, such financial statements reflect all adjustments, consisting only of normal recurring adjustments necessary to present fairly the results of the interim periods presented. Interim financial statements do not require all disclosures normally presented in year-end financial statements prepared in accordance with accounting principles generally accepted in the United States, and, accordingly, certain disclosures have been omitted. Results of operations for the three-month and nine-month periods ended September 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. The information included in this report should be read in conjunction with the financial statements and related notes included in the the Company's Form 10-K for the year ended December 31, 2003 filed with the Securities and Exchange Commission (SEC).

        The Company prepares the financial statements in accordance with accounting principles generally accepted in the United States. In applying many accounting principles, management makes assumptions, estimates and/or judgments. These assumptions, estimates and/or judgments are often subjective and may change based on changing circumstances or changes in management's analysis. Material changes in these assumptions, estimates and/or judgments have the potential to materially alter the Company's results of operations.

7



Reclassifications

        Certain amounts in the prior-period condensed consolidated financial statements have been reclassified for comparative purposes to conform to the presentation in the current-period condensed consolidated financial statements.

2.    Litigation

        The Company is party to various litigation matters, in most cases (except for the legal proceeding referred to below) involving ordinary and routine claims incidental to the Company's business. The Company cannot estimate with certainty the ultimate legal and financial liability with respect to such pending matters (excluding the legal proceeding referred to below). However, management believes, based on their examination of such matters, that the Company's ultimate liability will not have a material adverse effect on its business or financial condition.

        In July 2000, a complaint was filed by a competitor of the Company in the General Court of Justice, Superior Court Division, State of North Carolina, County of Mecklenburg (the Court). On May 2, 2003, the Court handed down an Order and Opinion in favor of the plaintiff. In conjunction therewith, the Company recorded a $17.4 million loss for estimated damages, plaintiff's attorneys fees and other costs in 2003.

        On September 11, 2003, the Company filed a notice of appeal. In conjunction with the appeal and in accordance with the Court's order, the Company issued an irrevocable standby letter of credit for $19.0 million, representing the amount of the judgment plus $1.6 million in anticipated statutory interest for the sixteen months while the judgment is being appealed. If, at the end of the sixteen months (January 2005), the appeal is still pending, the Company will be required to extend the maturity of the irrevocable standby letter of credit for eight additional months and increase the amount by $0.8 million (eight months additional statutory interest at 8.0%). The Company will expense any additional statutory interest as interest expense in the statement of operations. For the duration of the letter of credit, the Company pays a 300 basis point fee on the amount available for issuance.

        During the third quarter of 2004, both parties involved in this litigation filed appellate briefs with the North Carolina Court of Appeals. Both parties have moved to be allowed to make "oral arguments" and are awaiting the Court's decision. While the Company is appealing this judgment, management believes that even if there is a reduction in the amount of damages awarded to the plaintiff on appeal, the judgment could have a material adverse effect on its business or financial condition.

3.    Senior Secured Credit Facility

        During the first quarter of 2004, the Company amended its senior secured credit agreement dated June 17, 2002, governing its senior secured credit facility. Principally, this amendment:

8


        The Company paid a loan amendment fee of $0.8 million that is being amortized over the remaining term of the loan.

4.    Segment Information

        The Company has identified five reportable segments: equipment rentals, new equipment sales, used equipment sales, parts sales and service revenue. These segments are based upon how management allocates resources and assesses performance. Non-segmented revenues and non-segmented costs relate to equipment support activities including transportation, hauling, parts freight and damage-waiver charges and are not allocated to the other reportable segments. Selling, general, and administrative expenses and all other income and expense items below gross profit are not generally allocated to reportable segments. The Company does not compile discrete financial information by its segments other than the information presented below. The following table presents unaudited information about the Company's reportable segments (in thousands):

 
  For the Three Months
Ended September 30,

  For the Nine Months
Ended September 30,

 
  2004
  2003
  2004
  2003
Revenues:                        
  Equipment rentals   $ 42,076   $ 40,395   $ 116,722   $ 115,251
  New equipment sales     28,793     17,723     80,570     58,553
  Used equipment sales     20,353     14,914     61,984     51,981
  Parts sales     14,951     13,562     44,335     40,001
  Service revenue     8,486     8,214     25,446     25,392
   
 
 
 
    Total segmented revenues     114,659     94,808     329,057     291,178
  Non-segmented revenues     6,230     5,289     17,500     14,997
   
 
 
 
    Total revenues   $ 120,889   $ 100,097   $ 346,557   $ 306,175
   
 
 
 
Gross Profit:                        
  Equipment rentals   $ 17,388   $ 14,233   $ 41,432   $ 36,614
  New equipment sales     2,844     1,364     7,779     5,245
  Used equipment sales     4,543     2,877     13,095     9,937
  Parts sales     4,210     3,766     12,569     11,085
  Service revenue     5,298     5,014     15,807     15,322
   
 
 
 
    Total gross profit from segmented revenues     34,283     27,254     90,682     78,203
  Non-segmented gross profit     857     435     1,624     631
   
 
 
 
    Total gross profit   $ 35,140   $ 27,689   $ 92,306   $ 78,834
   
 
 
 

9


 
  As of September 30,
  As of December 31,
 
  2004
  2003
Segment Identified Assets:            
  Equipment sales, net   $ 40,851   $ 29,091
  Equipment rentals, net     243,147     259,282
  Parts sales and service revenue     16,378     14,987
   
 
    Total segment identified assets     300,376     303,360
  Non-segment identified assets     103,516     98,594
   
 
    Total assets   $ 403,892   $ 401,954
   
 

        The Company operates in the United States and had minimal international sales for any of the periods presented. No one customer accounted for more than 10% of the Company's annual sales on an overall basis for any of the periods presented.

5.    Condensed Consolidating Financial Information of Guarantor Subsidiaries

        All of the indebtedness of H&E Equipment Services is guaranteed by GNE Investments, Inc. and its wholly-owned subsidiary Great Northern Equipment, Inc. These guarantor subsidiaries are all wholly-owned and the guarantees are made on a joint and several basis and 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' ability to obtain funds from the guarantor subsidiaries by dividend or loan.

10



        The condensed consolidating financial information of H&E Equipment Services and its subsidiaries are included below. The condensed consolidating financial statements for H&E Finance Corp., the subsidiary co-issuer, is not presented because H&E Finance Corp. has no assets or operations.


CONDENSED CONSOLIDATING BALANCE SHEET

 
  As of September 30, 2004
 
 
  H&E Equipment
Services

  Guarantor
Subsidiaries

  Elimination
  Consolidated
 
 
  (In thousands)

 
ASSETS
                   
Cash   $ 2,173   $ 42   $   $ 2,215  
Receivables, net     66,629     2,164         68,793  
Inventories, net     53,090     4,139         57,229  
Prepaid expenses and other assets     3,103             3,103  
Rental equipment, net     230,332     12,815         243,147  
Property and equipment, net     14,839     492         15,331  
Deferred financing costs and other intangible assets, net     10,870             10,870  
Investment in guarantor subsidiaries     4,726         (4,726 )    
Goodwill, net     3,204             3,204  
   
 
 
 
 
    Total assets   $ 388,966   $ 19,652   $ (4,726 ) $ 403,892  
   
 
 
 
 

LIABILITIES AND MEMBER'S EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 
Liabilities:                          
  Amount due on senior secured credit facility   $ 52,080   $ 3,659   $   $ 55,739  
  Accounts payable     87,783             87,783  
  Accrued expenses payable and other liabilities     29,439     80         29,519  
  Inter-company balance     (11,187 )   11,187          
  Accrued loss from litigation     17,434             17,434  
  Related party obligation     1,107             1,107  
  Notes payable     822             822  
  Senior secured notes, net of discount     198,735             198,735  
  Senior subordinated notes, net of discount     43,363             43,363  
  Capital lease obligations     1,452             1,452  
  Deferred compensation payable     10,323             10,323  
   
 
 
 
 
    Total liabilities     431,351     14,926         446,277  
   
 
 
 
 

Member's equity (deficit)

 

 

(42,385

)

 

4,726

 

 

(4,726

)

 

(42,385

)
   
 
 
 
 
    Total liabilities and member's
equity (deficit)
  $ 388,966   $ 19,652   $ (4,726 ) $ 403,892  
   
 
 
 
 

11


CONDENSED CONSOLIDATING BALANCE SHEET

 
  As of December 31, 2003
 
 
  H&E Equipment
Services

  Guarantor
Subsidiaries

  Elimination
  Consolidated
 
 
  (In thousands)

 
ASSETS
                   
Cash   $ 3,868   $ 23   $   $ 3,891  
Receivables, net     61,318     1,297         62,615  
Inventories, net     42,783     1,295         44,078  
Prepaid expenses and other assets     2,521             2,521  
Rental equipment, net     250,426     8,856         259,282  
Property and equipment, net     14,872     256         15,128  
Deferred financing costs, net     11,235             11,235  
Investment in guarantor subsidiaries     4,464         (4,464 )    
Goodwill, net     3,204             3,204  
   
 
 
 
 
    Total assets   $ 394,691   $ 11,727   $ (4,464 ) $ 401,954  
   
 
 
 
 

LIABILITIES AND MEMBER'S EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 
Liabilities:                          
  Amount due on senior secured credit facility   $ 39,679   $ 4,279   $   $ 43,958  
  Accounts payable     91,446             91,446  
  Accrued expenses payable and other liabilities     15,741     160         15,901  
  Intercompany balance     (2,824 )   2,824          
  Accrued loss from litigation     17,434             17,434  
  Related party obligation     1,235             1,235  
  Notes payable     1,063             1,063  
  Senior secured notes, net of discount     198,660             198,660  
  Senior subordinated notes, net of discount     43,010             43,010  
  Capital lease obligations     5,351             5,351  
  Deferred compensation payable     10,898             10,898  
   
 
 
 
 
    Total liabilities     421,693     7,263         428,956  
   
 
 
 
 

Member's equity (deficit)

 

 

(27,002

)

 

4,464

 

 

(4,464

)

 

(27,002

)
   
 
 
 
 
    Total liabilities and member's equity (deficit)   $ 394,691   $ 11,727   $ (4,464 ) $ 401,954  
   
 
 
 
 

12


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

 
  Three Months Ended September 30, 2004
 
 
  H&E Equipment
Services

  Guarantor
Subsidiaries

  Elimination
  Consolidated
 
 
  (In thousands)

 
Revenues:                          
  Equipment rentals   $ 40,355   $ 1,721   $   $ 42,076  
  New equipment sales     27,834     959         28,793  
  Used equipment sales     19,434     919         20,353  
  Parts sales     14,496     455         14,951  
  Service revenue     8,224     262         8,486  
  Other     6,007     223         6,230  
   
 
 
 
 
      Total revenues     116,350     4,539         120,889  
   
 
 
 
 

Cost of Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Rental depreciation     11,696     518         12,214  
  Rental expense     12,179     295         12,474  
  New equipment sales     25,129     820         25,949  
  Used equipment sales     15,170     640         15,810  
  Parts sales     10,434     307         10,741  
  Service revenue     3,108     80         3,188  
  Other     5,144     229         5,373  
   
 
 
 
 
      Total cost of revenues     82,860     2,889         85,749  
   
 
 
 
 
      Gross profit     33,490     1,650         35,140  

Selling, general and administrative expenses

 

 

25,150

 

 

1,104

 

 


 

 

26,254

 
Gain on sale of property and equipment     33     16         49  
Equity in earnings of guarantor subsidiaries     314         (314 )    
   
 
 
 
 
      Income from operations     8,687     562     (314 )   8,935  
   
 
 
 
 
Other Income (Expense):                          
  Interest expense     (9,912 )   (249 )       (10,161 )
  Other, net     10     1         11  
   
 
 
 
 
      Total other expense, net     (9,902 )   (248 )       (10,150 )
   
 
 
 
 
      Net (loss) income   $ (1,215 ) $ 314   $ (314 ) $ (1,215 )
   
 
 
 
 

13


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

 
  Three Months Ended September 30, 2003
 
 
  Parent
  Guarantor
Subsidiaries

  Elimination
  Consolidated
 
 
  (In thousands)

 
Revenues:                          
  Equipment rentals   $ 38,945   $ 1,450   $   $ 40,395  
  New equipment sales     17,274     449         17,723  
  Used equipment sales     14,014     900         14,914  
  Parts sales     13,204     358         13,562  
  Service revenue     8,011     203         8,214  
  Other     5,120     169         5,289  
   
 
 
 
 
    Total revenues     96,568     3,529         100,097  
   
 
 
 
 
Cost of Revenues:                          
  Rental depreciation     13,264     443         13,707  
  Rental expense     12,223     232         12,455  
  New equipment sales     15,922     437         16,359  
  Used equipment sales     11,421     616         12,037  
  Parts sales     9,547     249         9,796  
  Service revenue     3,105     95         3,200  
  Other     4,624     230         4,854  
   
 
 
 
 
    Total cost of revenues     70,106     2,302         72,408  
   
 
 
 
 
    Gross profit     26,462     1,227         27,689  

Selling, general and administrative expenses

 

 

23,804

 

 

963

 

 


 

 

24,767

 
Loss from litigation     434               434  
Related party expense     1,275             1,275  
Gain on sale of property and equipment     34     11         45  
Equity in earnings of guarantor subsidiaries     58         (58 )    
   
 
 
 
 
    Income from operations     1,041     275     (58 )   1,258  
   
 
 
 
 
Other income (expense):                          
  Interest expense     (9,547 )   (215 )       (9,762 )
  Other, net     95     (2 )       93  
   
 
 
 
 
    Total other expense, net     (9,452 )   (217 )       (9,669 )
   
 
 
 
 
    Net (loss) income   $ (8,411 ) $ 58   $ (58 ) $ (8,411 )
   
 
 
 
 

14


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

 
  Nine Months Ended September 30, 2004
 
 
  H&E Equipment
Services

  Guarantor
Subsidiaries

  Elimination
  Consolidated
 
 
  (In thousands)

 
Revenues:                          
  Equipment rentals   $ 112,406   $ 4,316   $   $ 116,722  
  New equipment sales     77,854     2,716         80,570  
  Used equipment sales     58,496     3,488         61,984  
  Parts sales     43,107     1,228         44,335  
  Service revenue     24,639     807         25,446  
  Other     16,968     532         17,500  
   
 
 
 
 
      Total revenues     333,470     13,087         346,557  
   
 
 
 
 

Cost of Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Rental depreciation     35,036     1,443         36,479  
  Rental expense     37,936     875         38,811  
  New equipment sales     70,419     2,372         72,791  
  Used equipment sales     46,364     2,525         48,889  
  Parts sales     30,931     835         31,766  
  Service revenue     9,391     248         9,639  
  Other     15,202     674         15,876  
   
 
 
 
 
      Total cost of revenues     245,279     8,972         254,251  
   
 
 
 
 
      Gross profit     88,191     4,115         92,306  
   
 
 
 
 

Selling, general and administrative expenses

 

 

74,901

 

 

3,203

 

 


 

 

78,104

 
Gain on sale of property and equipment     131     25         156  
Equity in earnings of guarantor subsidiaries     262         (262 )    
   
 
 
 
 
      Income from operations     13,683     937     (262 )   14,358  
   
 
 
 
 
Other Income (Expense):                          
  Interest expense     (29,147 )   (689 )       (29,836 )
  Other, net     81     14         95  
   
 
 
 
 
      Total other expense, net     (29,066 )   (675 )       (29,741 )
   
 
 
 
 
      Net (loss) income   $ (15,383 ) $ 262   $ (262 ) $ (15,383 )
   
 
 
 
 

15



CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

 
  Nine Months Ended September 30, 2003
 
 
  Parent
  Guarantor
Subsidiaries

  Elimination
  Consolidated
 
Revenues:                          
  Equipment rentals   $ 111,787   $ 3,464   $   $ 115,251  
  New equipment sales     57,072     1,481         58,553  
  Used equipment sales     49,286     2,695         51,981  
  Parts sales     39,035     966         40,001  
  Service revenue     24,743     649         25,392  
  Other     14,601     396         14,997  
   
 
 
 
 
    Total revenues     296,524     9,651         306,175  
   
 
 
 
 
Cost of Revenues:                          
  Rental depreciation     40,139     1,321         41,460  
  Rental expense     36,505     672         37,177  
  New equipment sales     51,983     1,325         53,308  
  Used equipment sales     40,076     1,968         42,044  
  Parts sales     28,255     661         28,916  
  Service revenue     9,841     229         10,070  
  Other     13,874     492         14,366  
   
 
 
 
 
    Total cost of revenues     220,673     6,668         227,341  
   
 
 
 
 
    Gross profit     75,851     2,983         78,834  
                           
Selling, general and administrative expenses     72,493     2,683         75,176  
Loss from litigation     17,434             17,434  
Related party expense     1,275             1,275  
Gain on sale of property and equipment     49     33         82  
Equity in loss of guarantor subsidiaries     (298 )       298      
   
 
 
 
 
    Income (loss) from operations     (15,600 )   333     298     (14,969 )
   
 
 
 
 
Other income (expense):                          
  Interest expense     (28,806 )   (635 )       (29,441 )
  Other, net     185     4         189  
   
 
 
 
 
    Total other expense, net     (28,621 )   (631 )       (29,252 )
   
 
 
 
 
    Net loss   $ (44,221 ) $ (298 ) $ 298   $ (44,221 )
   
 
 
 
 

16


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

 
  Nine Months Ended September 30, 2004
 
 
  H&E Equipment Services
  Guarantor
Subsidiaries

  Elimination
  Consolidated
 
 
  (In thousands)

 
Cash flows from operating activities:                          
  Net (loss) income   $ (15,383 ) $ 262   $ (262 ) $ (15,383 )
Adjustment to reconcile net (loss) income to net cash (used in) provided by operating activities:                          
  Depreciation on property and equipment     2,821     109         2,930  
  Depreciation on rental equipment     35,036     1,443         36,479  
  Amortization of loan discounts and deferred financing costs     1,958             1,958  
  Amortization of other intangible assets     191             191  
  Provision for losses on accounts receivable     988     49         1,037  
  Gain on sale of property and equipment     (131 )   (25 )       (156 )
  Gain on sale of rental equipment     (10,715 )   (885 )       (11,600 )
  Deficit in earnings of guarantor subsidiaries     (262 )       262      
 
Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 
    Receivables, net     (6,299 )   (916 )       (7,215 )
    Inventories, net     (15,142 )   (6,638 )       (21,780 )
    Prepaid expenses and other assets     (582 )           (582 )
    Accounts payable     (3,663 )           (3,663 )
    Accrued expenses payable and other liabilities     13,326     (80 )       13,246  
    Intercompany balance     (8,363 )   8,363          
    Deferred compensation payable     (575 )           (575 )
   
 
 
 
 
      Net cash (used in) provided by operating activities     (6,795 )   1,682         (5,113 )
   
 
 
 
 
Cash flows from investing activities:                          
  Purchases of property and equipment     (2,926 )   (346 )       (3,272 )
  Purchases of rental equipment     (44,446 )   (3,864 )       (48,310 )
  Proceeds from sale of property and equipment     269     26         295  
  Proceeds from sale of rental equipment     45,054     3,141         48,195  
   
 
 
 
 
      Net cash used in investing activities:     (2,049 )   (1,043 )       (3,092 )
   
 
 
 
 
Cash flows from financing activities:                          
  Borrowings on senior secured credit facility     350,067             350,067  
  Payments on senior secured credit facility     (337,666 )   (620 )       (338,286 )
  Payment of deferred financing costs     (887 )           (887 )
  Payments of related party obligation     (225 )           (225 )
  Principal payments on notes payable     (241 )           (241 )
  Payments on capital lease obligations     (3,899 )           (3,899 )
   
 
 
 
 
      Net cash provided by (used in) financing activities     7,149     (620 )       6,529  
   
 
 
 
 
Net (decrease) increase in cash     (1,695 )   19         (1,676 )
Cash, beginning of period     3,868     23         3,891  
   
 
 
 
 
Cash, end of period   $ 2,173   $ 42   $   $ 2,215  
   
 
 
 
 

17


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

 
  Nine Months Ended September 30, 2003
 
 
  Parent
  Guarantor
Subsidiaries

  Elimination
  Consolidated
 
 
  (In thousands)

 
Cash flows from operating activities:                          
  Net loss   $ (44,221 ) $ (298 ) $ 298   $ (44,221 )
  Adjustment to reconcile net loss to net cash provided by operating activities:                          
    Depreciation on property and equipment     2,813     58         2,871  
    Depreciation on rental equipment     40,139     1,321         41,460  
    Amortization of loan discounts and deferred financing costs     1,797             1,797  
    Provision for losses on accounts receivable     652     47         699  
    Gain on sale of property and equipment     (49 )   (33 )       (82 )
    Gain on sale of rental equipment     (7,646 )   (664 )       (8,310 )
    Deficit in earnings of guarantor subsidiaries     298         (298 )    
 
Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 
    Receivables, net     (2,900 )   (420 )       (3,320 )
    Inventories, net     (3,099 )   1,304         (1,795 )
    Prepaid expenses and other assets     (2,117 )   4         (2,113 )
    Accounts payable     (8,020 )   (88 )       (8,108 )
    Accrued expenses payable and other liabilities     13,957     (847 )       13,110  
    Intercompany balance     (6,167 )   6,167          
    Accrued loss from litigation     17,434             17,434  
    Deferred compensation payable     580             580  
   
 
 
 
 
      Net cash provided by operating activities     3,451     6,551         10,002  
   
 
 
 
 
Cash flows from investing activities:                          
  Purchases of property and equipment     (2,087 )   (234 )       (2,321 )
  Purchases of rental equipment     (16,004 )   (7,985 )       (23,989 )
  Proceeds from sale of property and equipment     2,583     33         2,616  
  Proceeds from sale of rental equipment     34,670     2,361         37,031  
   
 
 
 
 
      Net cash provided by (used in) investing activities:     19,162     (5,825 )       13,337  
   
 
 
 
 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Borrowings on senior secured credit facility     286,371             286,371  
  Payments on senior secured credit facility     (304,686 )   (785 )       (305,471 )
  Payment of deferred financing costs     (854 )           (854 )
  Principal payments on notes payable     (274 )           (274 )
  Payments on capital lease obligations     (4,032 )           (4,032 )
   
 
 
 
 
      Net cash used in financing activities     (23,475 )   (785 )       (24,260 )
   
 
 
 
 

Net decrease in cash

 

 

(862

)

 

(59

)

 


 

 

(921

)
Cash, beginning of period     3,331     67         3,398  
   
 
 
 
 
Cash, end of period   $ 2,469   $ 8   $   $ 2,477  
   
 
 
 
 

18



Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

        The following discussion reviews our operations for the three and nine months ended September 30, 2004 and 2003 and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included herein. The following discussion and analysis should also be read in conjunction with the financial statements and management's discussion and analysis of financial condition and results of operations included in our Form 10-K for the year ended December 31, 2003 filed with the SEC.

Overview

        We are an integrated equipment rental, sales and service company located in the United States with a network of 39 facilities, most of which have full-service capabilities, and a workforce that includes a highly-skilled group of service technicians and separate and distinct rental and equipment sales forces. In addition to renting equipment, we also sell new and used equipment and provide extensive parts and service support. We generate a significant portion of our gross profit from parts sales and service revenue.

        Our integrated approach leads to revenues from each source being partially driven by the activities of the other revenue sources. Our revenues are dependent on several factors, including, but not limited to, the demand for rental equipment, rental fleet availability, rental rates, the demand for new and used equipment, the level of industrial and construction activity and general economic conditions.

        We derive our revenues primarily from the following sources:


        Our cost of revenues includes depreciation, maintenance, property taxes, equipment lease expense, and other miscellaneous costs of rental equipment, cost of equipment sold and cost of parts sales and service revenue.

19


        We believe a significant portion of our overall value is in the rental fleet equipment. Our rental fleet (including rental equipment financed with operating leases) as of September 30, 2004, consisted of 13,044 units having an original acquisition cost (defined as the cost originally paid to manufacturers) of approximately $466.1 million and an average age of 43.5 months.

        Determining the optimal age and mix for our rental fleet equipment is subjective and requires considerable estimates by management. We constantly evaluate the mix, age and quality of the equipment in our rental fleet in response to current economic conditions, competition and customer demand. We reduced our overall gross rental fleet, through the normal course of business activities, by approximately $42 million over the last year. While we reduced the size of our equipment rental fleet, the mix among our four core product lines remained consistent with that of prior years. With our in-house service capabilities and extensive maintenance program, we believe our fleet is one of the best maintained in the industry.

        Not only is mix and age of our rental fleet impacted by the normal sales of equipment from the rental fleet and the capital expenditures to acquire new rental fleet equipment, but so are our cash flows. In making acquisition decisions, we evaluated current market conditions, competition, manufacturers' availability, pricing and return on investment over the estimated life of the specific equipment, among other things.

        Lead times from manufacturers have lengthened. Because of the timing and availability of new equipment, our capital expenditures for rental fleet equipment, for the first nine months of 2004, were less than anticipated, although we have placed orders and expect to take delivery in the fourth quarter of this year. We strive to manage our rental fleet relative to the current market demand.

Critical Accounting Policies and Estimates

        We prepare our financial statements in accordance with accounting principles generally accepted in the United States. In applying many accounting principles, we need to make assumptions, estimates and/or judgments. These assumptions, estimates and/or judgments are often subjective and may change based on changing circumstances or changes in our analysis. Material changes in these assumptions, estimates and/or judgments have the potential to materially alter our results of operations. We have identified below those of our accounting polices that we believe could potentially produce materially different results were we to change underlying assumptions, estimates and/or judgments.

        Revenue Recognition.    Our policy is to recognize revenue from equipment rentals in the period earned, over the contract term, regardless of the timing of the billing to customers. A rental contract term can be daily, weekly or monthly. Because the term of the contracts can extend across financial reporting periods, we record unbilled rental revenue and deferred rental revenue at the end of reporting periods so rental revenue is appropriately reported in the periods presented. Revenue from the sale of equipment and parts is recognized at the time of delivery to, or pick-up by, the customer and when all obligations under the sales contract have been fulfilled and collectibility is reasonably assured. Service revenue is recognized at the time the services are rendered. Other revenues consist primarily for rental equipment delivery and damage waiver charges.

        Allowance for Doubtful Accounts.    We maintain an allowance for doubtful accounts. This allowance reflects our estimate of the amount of our receivables that we will be unable to collect. Our estimate 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.

        Useful Lives of Rental Equipment and Property and Equipment.    We depreciate rental equipment and property and equipment over their estimated useful lives, after giving effect to an estimated salvage value of 0% to 25% of cost. The useful life of an asset is determined based on our estimate of the period the asset will generate revenues, and the salvage value is determined based on our estimate of

20



the minimum value we could realize from the asset after such period. We may be required to change these estimates based on changes in our industry or other changing circumstances. If these estimates change in the future, we may be required to recognize increased or decreased depreciation expense for these assets.

        Impairment of Long-Lived Assets.    Long-lived assets are recorded at the lower of amortized cost or fair value. We review long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset over the remaining useful life. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Results of Operations

Three months ended September 30, 2004 compared to three months ended September 30, 2003

        The following table sets forth selected statement of operations revenue data for the periods indicated (dollars in millions):

 
  Three Months
Ended
September 30,

   
   
 
 
  Total
Dollar
Change

  Total
Percent
Change

 
 
  2004
  2003
 
Revenues:                        
  Equipment rentals:                        
    Cranes   $ 4.4   $ 4.9   $ (0.5 ) (10.2 )%
    Aerial work platforms     26.0     23.6     2.4   10.2 %
    Earthmoving     6.4     7.0     (0.6 ) (8.6 )%
    Lift trucks     2.4     2.0     0.4   20.0 %
    Other     2.9     2.9        
   
 
 
     
      Total equipment rentals     42.1     40.4     1.7   4.2 %
   
 
 
     
  New equipment sales:                        
    Cranes     7.0     4.9     2.1   42.9 %
    Aerial work platforms     3.2     2.3     0.9   39.1 %
    Earthmoving     14.5     6.0     8.5   141.7 %
    Lift trucks     1.8     3.7     (1.9 ) (51.4 )%
    Other     2.3     0.8     1.5   187.5 %
   
 
 
     
      Total new equipment sales     28.8     17.7     11.1   62.7 %
   
 
 
     
  Used equipment sales:                        
    Cranes     7.8     3.9     3.9   100.0 %
    Aerial work platforms     2.6     1.8     0.8   44.4 %
    Earthmoving     7.0     6.5     0.5   7.7 %
    Lift trucks     2.4     1.7     0.7   41.2 %
    Other     0.6     1.0     (0.4 ) (40.0 )%
   
 
 
     
      Total used equipment sales     20.4     14.9     5.5   36.9 %
   
 
 
     
 
Parts sales

 

 

14.9

 

 

13.6

 

 

1.3

 

9.6

%
  Service revenue     8.5     8.2     0.3   3.7 %
  Other     6.2     5.3     0.9   17.0 %
   
 
 
     
      Total revenues   $ 120.9   $ 100.1   $ 20.8   20.8 %
   
 
 
     

21


        Total Revenues.    Our third quarter 2004 total revenues were $120.9 million compared to $100.1 million in the third quarter of 2003, a $20.8 million or 20.8% increase. Our revenues were attributable to:

1.
Equipment Rental Revenues.    Our revenues from equipment rentals increased $1.7 million, or 4.2%, to $42.1 million for the third quarter of 2004 from $40.4 for the third quarter of 2003. The increase is primarily a result of improved rental rates, higher time utilization and despite having reduced the overall total gross rental fleet by $42 million through the normal course of business activities over the last year. The $0.5 million and $0.6 million decrease in crane and earthmoving equipment rental revenues was primarily attributable to lower time utilization. Rental equipment dollar utilization (quarterly rental revenues annualized, divided by the average quarterly original rental fleet equipment cost of $471.5 million and $518.3 million for 2004 and 2003, respectively) was approximately 35.5% compared to 30.8% last year.

2.
New Equipment Sales Revenues.    Our new equipment sales increased $11.1 million, or 62.7%, to $28.8 million for the third quarter of 2004 from $17.7 million for the third quarter of 2003. During the third quarter of 2004, sales of new cranes, aerial work platforms, earthmoving and other new equipment improved, and were offset by lower new lift truck sales. The decline in sales of new lift trucks was due primarily to the timing and availability of inventory.

3.
Used Equipment Sales Revenues.    Our used equipment sales increased $5.5 million, or 36.9%, to $20.4 million for the third quarter of 2004 from $14.9 million for the third quarter of 2003. In the third quarter of 2004, we sold our used equipment at approximately 128% of net book value compared to 124% of net book value in the third quarter of 2003. With extended manufacturer lead times for new equipment, the demand for well-maintained, used equipment has increased.

4.
Parts Sales and Service Revenue.    Our parts sales and service revenue increased $1.6 million, or 7.3%, to $23.4 million for the third quarter of 2004 from $21.8 million for the third quarter of 2003. The increase was primarily attributable to increased customer demand.

5.
Other Revenues.    Our other revenues consisted primarily of equipment support activities including transportation, hauling, parts freight and damage waiver charges. Our other revenues increased $0.9 million during the third quarter of 2004.

22


        The following table sets forth selected statement of operations gross profit data for the periods indicated (dollars in millions):

 
  Three Months
Ended
September 30,

   
   
 
 
  Total
Dollar
Change

  Total
Percent
Change

 
 
  2004
  2003
 
Gross Profit:                        
  Equipment rentals   $ 17.4   $ 14.2   $ 3.2   22.5 %
 
New equipment sales:

 

 

 

 

 

 

 

 

 

 

 

 
    Cranes     0.8     0.6     0.2   33.3 %
    Aerial work platforms     0.3     0.4     (0.1 ) (25.0 )%
    Earthmoving     2.0     0.8     1.2   150.0 %
    Lift trucks     0.2     0.2        
    Other     (0.5 )   (0.6 )   0.1   (16.7 )%
   
 
 
     
      Total new equipment sales     2.8     1.4     1.4   100.0 %
   
 
 
     
 
Used equipment sales:

 

 

 

 

 

 

 

 

 

 

 

 
    Cranes     1.6     0.5     1.1   220.0 %
    Aerial work platforms     0.8     0.3     0.5   166.7 %
    Earthmoving     1.4     1.3     0.1   7.7 %
    Lift trucks     0.8     0.6     0.2   33.3 %
    Other     (0.1 )   0.2     (0.3 ) (150.0 )%
   
 
 
     
      Total used equipment sales     4.5     2.9     1.6   55.2 %
   
 
 
     
 
Parts sales

 

 

4.2

 

 

3.8

 

 

0.4

 

10.5

%
  Service revenue     5.3     5.0     0.3   6.0 %
  Other     0.9     0.4     0.5   125.0 %
   
 
 
     
      Total gross profit   $ 35.1   $ 27.7   $ 7.4   26.7 %
   
 
 
     

        Total Gross Profit.    Our third quarter of 2004 total gross profit was $35.1 million compared to $27.7 million in the third quarter of 2003, a $7.4 million, or 26.7% increase. Total gross profit margin for the third quarter of 2004 was 29.0% up from 27.7% for the third quarter last year. Following is information concerning our gross profit:

23



        Selling, General and Administrative Expenses.    Selling, general and administrative (SG&A) expenses increased $1.5 million, or 6.0%, to $26.3 million for the third quarter of 2004 from $24.8 million for the third quarter of 2003. As a percent of sales, SG&A expenses were 21.7% for the third quarter of 2004 down from 24.8% for the third quarter of 2003. Approximately $1.1 million of the total increase was related to higher sales commissions, performance incentives and benefits. Rising insurance, facility, depreciation and transportation and hauling costs accounted for the remaining $0.4 million of the total increase.

        Income Taxes.    We are a limited liability company that has elected to be treated as a C Corporation for income tax purposes. At the end of the third quarter of 2004 and 2003, we have recorded a tax valuation allowance for the entire amount of our net deferred income tax assets. The valuation allowance was recorded given the cumulative losses we have incurred and our belief that it is more likely than not that we will be unable to recover the net deferred income tax assets.

Nine months ended September 30, 2004 compared to nine months ended September 30, 2003

        The following table sets forth selected statement of operations revenue data for the periods indicated (dollars in millions):

 
  Nine Months
Ended
September 30,

   
   
 
 
  Total
Dollar
Change

  Total
Percent
Change

 
 
  2004
  2003
 
Revenues:                        
  Equipment rentals:                        
    Cranes   $ 13.5   $ 15.2   $ (1.7 ) (11.2 )%
    Aerial work platforms     70.9     66.6     4.3   6.5 %
    Earthmoving     16.9     19.0     (2.1 ) (11.1 )%
    Lift trucks     7.0     6.3     0.7   11.1 %
    Other     8.4     8.1     0.3   3.7 %
   
 
 
     
      Total equipment rentals     116.7     115.2     1.5   1.3 %
   
 
 
     
  New equipment sales:                        
    Cranes     30.3     22.3     8.0   35.9 %
    Aerial work platforms     9.4     6.5     2.9   44.6 %
    Earthmoving     28.2     16.8     11.4   67.9 %
    Lift trucks     8.0     9.2     (1.2 ) (13.0 )%
    Other     4.7     3.8     0.9   23.7 %
   
 
 
     
      Total new equipment sales     80.6     58.6     22.0   37.5 %
   
 
 
     

24


  Used equipment sales:                        
    Cranes     20.1     16.7     3.4   20.4 %
    Aerial work platforms     9.3     6.9     2.4   34.8 %
    Earthmoving     21.1     19.1     2.0   10.5 %
    Lift trucks     8.9     6.2     2.7   43.5 %
    Other     2.6     3.1     (0.5 ) (16.1 )%
   
 
 
     
      Total used equipment sales     62.0     52.0     10.0   19.2 %
   
 
 
     
 
Parts sales

 

 

44.3

 

 

40.0

 

 

4.3

 

10.8

%
  Service revenue     25.5     25.4     0.1   0.4 %
  Other     17.5     15.0     2.5   16.7 %
   
 
 
     
      Total revenues   $ 346.6   $ 306.2   $ 40.4   13.2 %
   
 
 
     

        Total Revenues.    Our total revenues for the first nine months of 2004 were $346.6 million compared to $306.2 million for the first nine months of 2003, a $40.4 million or 13.2% increase. Our revenues were attributable to:

1.
Equipment Rental Revenues.    Our revenues from equipment rentals increased $1.5 million, or 1.3%, to $116.7 million for the first nine months of 2004 from $115.2 for the first nine months of 2003. The overall increase is a result of improved rental rates and higher time utilization in the first nine months of this year compared to last year and despite having reduced the overall gross rental fleet by approximately $42 million through the normal course of business activities over the last year. Rental equipment dollar utilization (year-to-date rental revenues annualized, divided by the average year-to-date original rental fleet equipment cost of $475.1 million and $530.5 million for 2004 and 2003, respectively) was approximately 32.4% compared to 29.0% last year.

2.
New Equipment Sales Revenues.    Our new equipment sales increased $22.0 million, or 37.5%, to $80.6 million for the first nine months of 2004 from $58.6 million for the first nine months of 2003. During the first nine months of 2004, new equipment sales for cranes, aerial work platforms, and earth moving equipment all improved, offset by a $1.2 million decrease in new lift truck sales.

3.
Used Equipment Sales Revenues.    Our used equipment sales increased $10.0 million, or 19.2%, to $62.0 million for the first nine months of 2004 from $52.0 million for the first nine months of 2003. Used equipment sales increased across all four core product lines (due to customer demand for well maintained, used equipment) offset by a $0.5 million decrease in other used equipment sales.

4.
Parts Sales and Service Revenue.    Our parts sales and service revenue increased $4.4 million, or 6.7%, to $69.8 million for the first nine months of 2004 from $65.4 million for the same period last year. The increase was primarily attributable to higher customer demand.

5.
Other Revenues.    Our other revenues consisted primarily of equipment support activities including transportation, hauling, parts freight and damage waiver charges. Our other revenues increased $2.5 million during the first nine months of 2004.

25


        The following table sets forth selected statement of operations gross profit data for the periods indicated (dollars in millions):

 
  Nine Months
Ended
September 30,

   
   
 
 
  Total
Dollar
Change

  Total
Percent
Change

 
 
  2004
  2003
 
Gross Profit:                        
  Equipment rentals     41.4     36.6     4.8   13.1 %
 
New equipment sales:

 

 

 

 

 

 

 

 

 

 

 

 
    Cranes     3.3     2.3     1.0   43.5 %
    Aerial work platforms     1.0     0.8     0.2   25.0 %
    Earthmoving     3.7     2.4     1.3   54.2 %
    Lift trucks     0.8     0.6     0.2   33.3 %
    Other     (1.0 )   (0.9 )   (0.1 ) 11.1 %
   
 
 
     
      Total new equipment sales     7.8     5.2     2.6   50.0 %
   
 
 
     
 
Used equipment sales:

 

 

 

 

 

 

 

 

 

 

 

 
    Cranes     3.8     2.9     0.9   31.0 %
    Aerial work platforms     1.9     1.4     0.5   35.7 %
    Earthmoving     4.0     3.3     0.7   21.2 %
    Lift trucks     2.8     1.6     1.2   75.0 %
    Other     0.6     0.8     (0.2 ) (25.0 )%
   
 
 
     
      Total used equipment sales     13.1     10.0     3.1   31.0 %
   
 
 
     
 
Parts sales

 

 

12.6

 

 

11.1

 

 

1.5

 

13.5

%
  Service revenue     15.8     15.3     0.5   3.3 %
  Other     1.6     0.6     1.0   166.7 %
   
 
 
     
      Total gross profit   $ 92.3   $ 78.8   $ 13.5   17.1 %
   
 
 
 
 

        Total Gross Profit.    Our total gross profit for the first nine months of 2004 was $92.3 million up from $78.8 million for the first nine months of 2003, a $13.5 million or 17.1% increase. Total gross profit margin for the first nine months of 2004 was 26.6% compared to 25.7% for the same period last year. Following is information concerning our gross profit:

1.
Equipment Rentals Gross Profit.    Our equipment rentals gross profit increased $4.8 million, or 13.1%, to $41.4 million for the first nine months of 2004 from $36.6 for the first nine months of 2003. The increase is primarily a result of a $1.5 million increase in rental revenue combined with a $3.3 million decrease in depreciation expense and other miscellaneous rental expenses.
2.
New Equipment Sales Gross Profit.    Our new equipment sales gross profit increased $2.6 million, or 50.0%, to $7.8 million for the first nine months of 2004 from $5.2 million for the first nine months of 2003. For the first nine months of 2004, new equipment sales improved across our four core product lines, offset by a $0.1 million decrease in other new equipment sales.

26


3.
Used Equipment Sales Gross Profit.    Our used equipment sales gross profit increased $3.1 million, or 31.0%, to $13.1 million for the first nine months of 2004 from $10.0 million for the first nine months of 2003. The increase in used equipment sales gross profit was attributable to increased revenues and a 1.9% increase in the gross profit margin on used equipment sales.

4.
Parts Sales and Service Gross Profit.    Our parts sales and service revenue gross profit increased $2.0 million, or 7.6%, to $28.4 million for the first nine months of 2004 from $26.4 million for the same period last year. The increase was primarily attributable to increased customer demand.

        Selling, General and Administrative Expenses.    Selling, general and administrative (SG&A) expenses increased $2.9 million, or 3.9%, to $78.1 million for the nine months ended September 30, 2004 from $75.2 million for the same period last year. As a percent of sales, SG&A expenses were 22.5% and 24.6% for the nine months ending September 30, 2004 and 2003, respectively. Approximately $2.8 million of the total increase related to higher sales commissions, performance incentives, benefits and other costs associated with increased revenues. Rising insurance, facility, depreciation and transportation and hauling costs accounted for the remaining $0.1 million of the total increase.

        Loss from Litigation.    In July 2000, a complaint was filed by one of our competitors in the General Court of Justice, Superior Court Division, State of North Carolina, County of Mecklenburg (the Court). On May 2, 2003, the Court handed down an Order and Opinion in favor of the plaintiff. In conjunction therewith, we recorded a $17.4 million loss for estimated damages, plaintiff's attorneys fees and other costs in 2003.

        On September 11, 2003, we filed a notice of appeal. In conjunction with the appeal and in accordance with the Court's order, we issued an irrevocable standby letter of credit for $19.0 million, representing the amount of the judgment plus $1.6 million in anticipated statutory interest for the sixteen months while the judgment is being appealed. If, at the end of the sixteen months (January 2005), the appeal is still pending, we will be required to extend the maturity of the irrevocable standby letter of credit for eight additional months and increase the amount by $0.8 million (eight months additional statutory interest at 8.0%). We will expense any additional statutory interest as interest expense in the statement of operations. For the duration of the letter of credit, we pay a 300 basis point fee on the amount available for issuance.

        During the third quarter of 2004, both parties involved in this litigation filed appellate briefs with the North Carolina Court of Appeals. Both parties have moved to be allowed to make "oral arguments" and are awaiting the Court's decision. While we are appealing this judgment, we believe that even if there is a reduction in the amount of damages awarded to the plaintiff on appeal, the judgment could have a material adverse effect on our business or financial condition.

        Income Taxes.    We are a limited liability company that has elected to be treated as a C Corporation for income tax purposes. At the end of the third quarter of 2004 and 2003, we have recorded a tax valuation allowance for the entire amount of our net deferred income tax assets. The valuation allowance was recorded given the cumulative losses we have incurred and our belief that it is more likely than not that we will be unable to recover the net deferred income tax assets.

Liquidity and Capital Resources

Senior Secured Credit Facility Amendments

        During the first quarter of 2004, we amended the senior secured credit agreement dated June 17, 2002, governing our senior secured credit facility. Principally, this amendment:

27


        We paid a loan amendment fee of $0.8 million that is being amortized over the remaining term of the loan. As of September 30, 2004, we were in compliance with the financial covenants.

Cash Requirements Related to Operations

        Our principal sources of liquidity have been from cash provided by operations and the sales of new, used and rental fleet equipment, proceeds from the issuance of debt, and borrowings available under our amended senior secured credit facility. As of September 30, 2004, the total balance outstanding on the amended senior secured credit facility was $55.7 million, with $69.8 million net available in additional borrowings (taking into account $24.5 million in standby letters of credit). Also on September 30, 2004, our total balance payable on capital lease obligations and notes payable were $1.5 million and $0.8 million, respectively.

        Our principal uses of cash have been to fund operating activities and working capital, finance the purchase of rental fleet equipment, fund payments due under operating leases and manufacturer flooring plans payable and to meet debt service requirements. We anticipate that these uses will continue to be the principal demands on our cash in the future.

        The amount of our future capital expenditures will depend on a number of factors including general economic conditions and growth prospects. We anticipate that we will fund rental fleet capital expenditures with the proceeds from the sales of new, used and rental fleet equipment, cash from operations and, if required, from borrowings under our amended senior secured credit facility. 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.

        To service our debt, we will require a significant amount of cash. Our ability to pay interest and principal on our indebtedness (including the senior subordinated and senior secured notes and obligations under the amended senior secured credit facility) and to satisfy our other debt obligations will depend upon our future operating performance and the availability of refinancing indebtedness, which will be affected by prevailing economic conditions and financial, business and other factors, some of which are beyond our control. Based on our current level of operations, we believe our cash flow from operations, available cash and available borrowings under the amended senior secured credit facility will be adequate to meet our future liquidity needs for at least the next twelve months.

        We cannot assure that our future cash flow will be sufficient to meet our long-term obligations and commitments. If we are unable to generate sufficient cash flow from operations in the future to service our indebtedness and to meet our other commitments, we will be required to adopt one or more alternatives, such as refinancing or restructuring our indebtedness, selling material assets or operations or seeking to raise additional debt or equity capital. We cannot assure that any of these actions could be affected on a timely basis or on satisfactory terms or at all, or that these actions would enable us to continue to satisfy our capital requirements. In addition, our existing or future debt agreements, including the indentures and the amended senior secured credit facility, may contain restrictive

28



covenants prohibiting us from adopting any of these alternatives. Our failure to comply with these covenants could result in an event of default which, if not cured or waived, could result in the accelerations of all of our debt.

Certain Information Concerning Off-Balance Sheet Arrangements

        At September 30, 2004, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We are, therefore, not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

        In the normal course of our business activities, we lease real estate, rental equipment and non-rental fleet equipment under operating leases. See "Contractual and Commercial Commitments Summary" below.

Sources and Uses of Cash

        Cash flow from operating activities.    For the nine months ended September 30, 2004, our cash used in operating activities was $5.1 million. The significant components of our operating activities that provided cash were depreciation and amortization expense of $41.6 million, an increase in accrued expenses payable and other liabilities of $13.2 million and a net decrease in other assets and other liabilities of $0.6 million. Significant components of our operating activities that used cash consisted of a $15.4 million net loss, gain on sale of rental and non-rental equipment of $11.8 million, a $7.2 million increase in accounts receivable, a $3.7 million decrease in accounts payable, an increase in inventories of $21.8 million and a $0.6 million increase in prepaid expenses and other assets.

        Cash flow from investing activities.    For the nine months ended September 30, 2004, cash used in our investing activities was $3.1 million. This is a result of proceeds from the sale of rental and non-rental equipment of $48.5 million offset by purchasing $51.6 million in rental and non-rental equipment.

        Cash flow from financing activities.    For the nine months ended September 30, 2004, cash provided by our financing activities was $6.5 million. Our total borrowings under the amended senior secured credit facility were $350.1 million and total payments under the amended senior secured credit facility were $338.3 million. Financing costs paid in cash for the refinancing totaled $0.9 million and payments of related party obligation totaled $0.2 million. Payments on capital leases and other notes were $4.1 million.

29



Contractual and Commercial Commitments Summary

        The following summarizes our contractual obligations at September 30, 2004, and the effect such obligations are expected to have on our liquidity and cash flow in future periods (including interest):

 
  Payments Due by Year
 
  Total
  2004
  2005-2006
  2007-2008
  Thereafter
 
  (Dollars in thousands)

Long-term debt (including subordinated notes payable)   $ 254,008   $ 115   $ 536   $ 357   $ 253,000
Interest payments on senior secured notes     178,000     11,125     44,500     44,500     77,875
Interest payments on senior subordinated notes     59,625     3,313     13,250     13,250     29,812
Senior secured credit facility     55,739                 55,739
Capital lease obligations     1,632     344     1,288        
Related party obligation     1,425     75     600     600     150
Operating leases(1)     64,435     5,860     37,987     11,806     8,782
Other long-term obligations(2)     62,459     9,519     25,462     19,854     7,624
   
 
 
 
 
  Total contractual cash obligations   $ 677,323   $ 30,351   $ 123,623   $ 90,367   $ 432,982
   
 
 
 
 

(1)
This includes total operating lease rental payments (including interest) having initial or remaining non-cancelable lease terms longer than one year.

(2)
This includes: (i) Bruckmann, Rosser, Sherrill & Co., Inc's annual management fees through 2012 (based upon the lesser of 1.75% of estimated Earnings Before Interest, Taxes, Depreciation, and Amortization excluding operating lease expense or $2.0 million per year) for $11.6 million,
(ii) payments under non-competition agreements with former officers for $0.3 million and (iii) payments for secured floor plan financing for $50.6 million.

        Additionally, as of September 30, 2004, we have standby letters of credit totaling $24.5 million that expire in January 2005 and September 2005.

Seasonality

        Our business is seasonal with demand for our rental equipment tending to be lower in the winter months. The level of equipment rental operations is directly related to commercial and industrial construction and maintenance activities. Therefore, equipment rental performance will be correlated to the levels of construction activities. The severity of weather conditions can have a temporary impact on the level of construction activities.

        Equipment sales cycles are also subject to seasonality with the peak selling period during spring season and expanding through summer. Parts and service activities are less affected by changes in demand caused by seasonality.

Inflation

        Although we cannot accurately anticipate the effect of inflation on our operations, we believe that inflation has not had, and is not likely in the foreseeable future to have, a material impact on our results of operations.

Acquisitions

        We periodically engage in evaluations of potential acquisitions and start-up facilities. Currently, there are no definitive agreements or letters of intent with respect to any material acquisition. The success of our growth strategy depends, in part, on selecting strategic acquisition candidates at

30



attractive prices and identifying strategic start-up locations. We expect to face competition for acquisition candidates, which may limit the number of acquisition opportunities and lead to higher acquisition costs. We may not have the financial resources necessary to consummate any acquisitions or to successfully open any new facilities in the future or the ability to obtain the necessary funds on satisfactory terms.

Forward-Looking Statements

        Certain statements contained in this report 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," "seeks," "on-track," "plans," "intends," or "anticipates" or the negative thereof or comparable terminology, or by discussions of strategy or outlook. 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 pricess 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 the capital that it may require, (4) intense competition and (5) costs may increase more than anticipated. Certain of these risks and uncertainties as well as others, are discussed in greater detail in the Company's filings with the SEC, including its most recent Annual Report on Form 10-K. We make 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.


Item 3. Quantitative and Qualitative Disclosures about Market Risk

        Our earnings are effected by changes in interest rates due to the fact that interest on the revolving line of credit is calculated based upon LIBOR plus 300 basis points. We are also required to pay the lenders a commitment fee equal to 0.5% per annum in respect of undrawn commitments under the amended senior secured credit facility. At September 30, 2004, we had variable rate debt representing 18.6% of total debt. A portion of our indebtedness bears interest at variable rates that are linked to changing market interest rates. Based upon the balances outstanding at September 30, 2004, a one percent increase in market rates would increase our annual interest expense approximately $1.1 million. We do not have significant exposure to the changing interest rates on our fixed-rate senior secured notes, senior subordinated notes or the capital lease obligations, which represented 81.4% of total debt. The annual interest rates on our senior secured credit facility averaged 7.0% in 2004 compared to 5.2% in 2003.


Item 4. Controls and Procedures

31



PART II OTHER INFORMATION

Item 1. Legal Proceedings

        We are party to various litigation matters, in most cases (except for the legal proceeding referred to below) involving ordinary and routine claims incidental to our business. We cannot estimate with certainty our ultimate legal and financial liability with respect to such pending matters (excluding the legal proceeding referred to below). However, we believe, based on our examination of such matters, that our ultimate liability will not have a material adverse effect on our business or financial condition.

        In July 2000, a complaint was filed by one of our competitors in the General Court of Justice, Superior Court Division, State of North Carolina, County of Mecklenburg (the Court). On May 2, 2003, the Court handed down an Order and Opinion in favor of the plaintiff. In conjunction therewith, we recorded a $17.4 million loss for estimated damages, plaintiff's attorneys fees and other costs in 2003.

        On September 11, 2003, we filed a notice of appeal. In conjunction with the appeal and in accordance with the Court's order, we issued an irrevocable standby letter of credit for $19.0 million, representing the amount of the judgment plus $1.6 million in anticipated statutory interest for the sixteen months while the judgment is being appealed. If, at the end of the sixteen months (January 2005), the appeal is still pending, we will be required to extend the maturity of the irrevocable standby letter of credit for eight additional months and increase the amount by $0.8 million (eight months additional statutory interest at 8.0%). We will expense any additional statutory interest as interest expense in the statement of operations. For the duration of the letter of credit, we pay a 300 basis point fee on the amount available for issuance.

        During the third quarter of 2004, both parties involved in this litigation filed appellate briefs with the North Carolina Court of Appeals. Both parties have moved to be allowed to make "oral arguments" and are awaiting the Court's decision. While we are appealing this judgment, we believe that even if there is a reduction in the amount of damages awarded to the plaintiff on appeal, the judgment could have a material adverse effect on our business or financial condition.


Item 2. Changes in Securities and Use of Proceeds.

        None.


Item 3. Defaults upon Senior Securities.

        None.


Item 4. Submission of Matters to a Vote of Security Holders.

        None.


Item 5. Other information.

        None.


Item 6. Exhibits and reports on Form 8-K.

32



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 hereunto duly authorized.

    H&E EQUIPMENT SERVICES L.L.C.

Dated: November 15, 2004

 

By:

/s/  
JOHN M. ENGQUIST      
John M. Engquist
Chief Executive Officer
(Principal Executive Officer)

Dated: November 15, 2004

 

By:

/s/  
LESLIE S. MAGEE      
Leslie S. Magee
Corporate Controller
(Principal Financial and Accounting Officer)

33




QuickLinks

H&E EQUIPMENT SERVICES L.L.C. TABLE OF CONTENTS
H&E EQUIPMENT SERVICES L.L.C. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
H&E EQUIPMENT SERVICES L.L.C. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
H&E EQUIPMENT SERVICES L.L.C. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
H&E EQUIPMENT SERVICES L.L.C. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATING BALANCE SHEET
CONDENSED CONSOLIDATING BALANCE SHEET
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
PART II OTHER INFORMATION
SIGNATURES