PROSPECTUS SUPPLEMENT, FEBRUARY 18, 1999
(TO PROSPECTUS DATED FEBRUARY 11, 1999)
[GRAPHIC OMITTED]
NEFF CORP.
EXCHANGE OFFER FOR
$100,000,000
10 1/4% SENIOR SUBORDINATED NOTES DUE 2008
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THE COMPANY
We are one of the largest and fastest growing equipment rental companies in the
United States, with 86 rental locations in 15 states and South America.
THE EXCHANGE OFFER
We offer to exchange up to $100,000,000 aggregate principal balance of our
10 1/4% Senior Subordinated Notes due 2008 (the "New Notes") which are
registered under the Securities Act of 1933, for an equal principal balance of
our outstanding 10 1/4% Senior Subordinated Notes due 2008 which were issued on
December 9, 1998 in a private sale (the "Old Notes").
THE NEW NOTES
The terms of the New Notes are substantially identical to the Old Notes, except
that the New Notes will be freely tradable.
PROPOSED TRADING FORMAT
The over-the-counter market, negotiated transactions or a combination of these
methods.
TERMS OF THE EXCHANGE OFFER
/bullet/ The exchange offer expires at 5:00 p.m., New York City time, on March
16, 1999, unless extended.
/bullet/ The exchange offer is not conditioned upon any minimum principal
balance of the Old Notes being tendered for exchange.
/bullet/ The exchange offer is subject to certain customary conditions which we
may waive.
/bullet/ We will exchange all Old Notes that you validly tender and do not
withdraw.
/bullet/ You may withdraw Old Notes that you tender at any time before the
exchange offer expires.
/bullet/ The exchange of Old Notes for New Notes will not be taxable under the
United States Internal Revenue Code.
/bullet/ We will not receive any proceeds from the exchange offer.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE OLD NOTES OR THE NEW NOTES OR
DETERMINED IF THIS PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
ABOUT THIS PROSPECTUS SUPPLEMENT
YOU SHOULD READ THIS PROSPECTUS SUPPLEMENT ALONG WITH THE PROSPECTUS THAT
ACCOMPANIES IT. BOTH DOCUMENTS CONTAIN INFORMATION YOU SHOULD CONSIDER BEFORE
TENDERING YOUR OLD NOTES FOR EXCHANGE. YOU SHOULD RELY ONLY ON THE INFORMATION
PROVIDED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT
INFORMATION. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON
THE FRONT OF THESE DOCUMENTS.
NEFF CORP.
Neff Corp. is one of the largest and fastest growing equipment rental
companies in the United States, with 86 rental locations in 15 states and South
America. We rent a wide variety of equipment, including backhoes, air
compressors, loaders, lifts and compaction equipment to construction and
industrial customers. We also act as a dealer of new equipment on behalf of
several nationally recognized equipment manufacturers. In addition, we sell
used equipment, spare parts and merchandise and provide ongoing repair and
maintenance services.
RECENT DEVELOPMENTS
On February 18, 1999 Neff Corp. released unaudited information about its
earnings for the fourth quarter of 1998 and for the year ended December 31,
1998.
Net income was $2.7 million for the fourth quarter of 1998 or $0.12 per
diluted share, compared to a net loss of $5.7 million or $(0.90) per diluted
share for the fourth quarter of 1997. Revenues increased 110.5% to $98.5
million for the fourth quarter of 1998 from $46.8 million for the fourth
quarter of 1997. Earnings before interest, income taxes, depreciation and
amortization ("EBITDA") for the fourth quarter of 1998 increased 249.7% to
$31.9 million from $9.1 million for the fourth quarter of 1997.
Net income, before an extraordinary item and officer stock option
compensation expense, was $3.2 million for the year ended December 31, 1998,
compared to a net loss, before an extraordinary item and officer stock option
compensation expense, of $3.6 million for the year ended December 31, 1997.
Revenues increased 127.9% to $324.1 million for the year ended December 31,
1998 from $142.2 million for the year ended December 31, 1997. Net loss for the
year ended December 31, 1998 was $1.5 million or $(0.38) per diluted share,
compared to a net loss of $6.8 million or $(1.69) per diluted share for the
year ended December 31, 1997. EBITDA for the year ended December 31, 1998
increased 210.6% to $103.2 million from $33.2 million for the year ended
December 31, 1997.
Also on February 18, 1999, Neff Corp. announced that it has entered into
letters of intent to acquire two equipment rental companies with aggregate
annual revenues of approximately $11.8 million and a total of 4 equipment
rental locations in Colorado, Oregon and Washington.
