UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): November 8, 2007
H&E Equipment Services, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-51759
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81-0553291 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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11100 Mead Road, Suite 200,
Baton Rouge, Louisiana
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70816 |
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(Address of principal
executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (225) 298-5200
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
On November 8, 2007, we issued a press release announcing our financial results for the third
quarter ended September 30, 2007. A copy of the press release is attached as Exhibit 99.1.
The information in this Form 8-K and the attached exhibit shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that
section nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
We define EBITDA as net income (loss) before interest expense, income taxes, depreciation and
amortization. We define Adjusted EBITDA for the periods presented as EBITDA as adjusted for (1) the
loss recorded in the third quarter ended September 30, 2007 on the early extinguishment of debt in
connection with the redemption of our senior secured notes on July 31, 2007; (2) the loss recorded
in the third quarter ended September 30, 2006 on the early extinguishment of debt in connection
with our debt restructuring, which was completed on August 4, 2006; and (3) the fee paid in
connection with the termination of a management services agreement that was recorded in the first
quarter 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 measures in isolation,
or as substitutes for analysis of our results as reported under GAAP. We find EBITDA and Adjusted
EBITDA useful tools to assist us in evaluating performance because they eliminate items related to
capital structure, 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, as adjusted for (1) the losses from the early extinguishment of debt
recorded in each of the third quarters ended September 30, 2007 and 2006 and (2) the management
agreement termination fee that was recorded in the first quarter ended March 31, 2006. 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, EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures
used by other companies.
The presentation in the earnings release of “net income on an as adjusted basis” shows, for
comparative purposes only, third quarter 2007 net income compared to third quarter 2006 net income
without the negative impact of the $0.3 million loss in the third quarter of 2007 and the $40.8
million loss in the third quarter of 2006 due to early extinguishment of debt.