Condensed Consolidating Financial Information of Guarantor Subsidiaries | 3 Months Ended |
Mar. 31, 2015 |
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Condensed Consolidating Financial Information of Guarantor Subsidiaries | (10) Condensed Consolidating Financial Information of Guarantor Subsidiaries |
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All of the indebtedness of H&E Equipment Services, Inc. is guaranteed by GNE Investments, Inc. and its wholly-owned subsidiary Great Northern Equipment, Inc., H&E Equipment Services (California), LLC, H&E California Holding, Inc., H&E Equipment Services (Mid-Atlantic), Inc. and H&E Finance Corp. The guarantor subsidiaries are all wholly-owned and the guarantees, made on a joint and several basis, 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, Inc.’s ability to obtain funds from the guarantor subsidiaries by dividend or loan. |
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The consolidating financial statements of H&E Equipment Services, Inc. and its subsidiaries are included below. The financial statements for H&E Finance Corp. are not included within the consolidating financial statements because H&E Finance Corp. has no assets or operations. |
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CONDENSED CONSOLIDATING BALANCE SHEET |
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| | As of March 31, 2015 | |
| | H&E Equipment | | | Guarantor | | | Elimination | | | Consolidated | |
Services | Subsidiaries |
| | (Amounts in thousands) | |
Assets: | | | | |
Cash | | $ | 4,552 | | | $ | — | | | $ | — | | | $ | 4,552 | |
Receivables, net | | | 110,944 | | | | 20,940 | | | | — | | | | 131,884 | |
Inventories, net | | | 145,195 | | | | 17,276 | | | | — | | | | 162,471 | |
Prepaid expenses and other assets | | | 11,392 | | | | 192 | | | | — | | | | 11,584 | |
Rental equipment, net | | | 744,497 | | | | 143,708 | | | | — | | | | 888,205 | |
Property and equipment, net | | | 98,635 | | | | 12,031 | | | | — | | | | 110,666 | |
Deferred financing costs, net | | | 5,140 | | | | — | | | | — | | | | 5,140 | |
Investment in guarantor subsidiaries | | | 214,967 | | | | — | | | | (214,967 | ) | | | — | |
Goodwill | | | 1,671 | | | | 29,526 | | | | — | | | | 31,197 | |
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Total assets | | $ | 1,336,993 | | | $ | 223,673 | | | $ | (214,967 | ) | | $ | 1,345,699 | |
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Liabilities and Stockholders’ Equity: | | | | | | | | |
Amounts due on senior secured credit facility | | $ | 262,847 | | | $ | — | | | $ | — | | | $ | 262,847 | |
Accounts payable | | | 65,447 | | | | 7,419 | | | | — | | | | 72,866 | |
Manufacturer flooring plans payable | | | 74,294 | | | | — | | | | — | | | | 74,294 | |
Accrued expenses payable and other liabilities | | | 42,708 | | | | (741 | ) | | | — | | | | 41,967 | |
Dividends payable | | | 24 | | | | (24 | ) | | | — | | | | — | |
Senior unsecured notes | | | 628,756 | | | | — | | | | — | | | | 628,756 | |
Capital lease payable | | | — | | | | 2,052 | | | | — | | | | 2,052 | |
Deferred income taxes | | | 129,135 | | | | — | | | | — | | | | 129,135 | |
Deferred compensation payable | | | 2,123 | | | | — | | | | — | | | | 2,123 | |
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Total liabilities | | | 1,205,334 | | | | 8,706 | | | | — | | | | 1,214,040 | |
Stockholders’ equity( (de | | | 131,659 | | | | 214,967 | | | | (214,967 | ) | | | 131,659 | |
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Total liabilities and stockholders’ equity | | $ | 1,336,993 | | | $ | 223,673 | | | $ | (214,967 | ) | | $ | 1,345,699 | |
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CONDENSED CONSOLIDATING BALANCE SHEET |
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| | As of December 31, 2014 | |
| | H&E Equipment | | | Guarantor | | | Elimination | | | Consolidated | |
Services | Subsidiaries |
| | (Amounts in thousands) | |
Assets: | | | | | | | | | | | | | | | | |
Cash | | $ | 15,861 | | | $ | — | | | $ | — | | | $ | 15,861 | |
Receivables, net | | | 137,197 | | | | 27,138 | | | | — | | | | 164,335 | |
Inventories, net | | | 123,410 | | | | 10,577 | | | | — | | | | 133,987 | |
Prepaid expenses and other assets | | | 9,027 | | | | 119 | | | | — | | | | 9,146 | |
Rental equipment, net | | | 748,353 | | | | 141,353 | | | | — | | | | 889,706 | |
Property and equipment, net | | | 98,279 | | | | 11,629 | | | | — | | | | 109,908 | |
Deferred financing costs, net | | | 4,664 | | | | — | | | | — | | | | 4,664 | |
Investment in guarantor subsidiaries | | | 216,540 | | | | — | | | | (216,540 | ) | | | — | |
Goodwill | | | 1,671 | | | | 29,526 | | | | — | | | | 31,197 | |
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Total assets | | $ | 1,355,002 | | | $ | 220,342 | | | $ | (216,540 | ) | | $ | 1,358,804 | |
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Liabilities and Stockholders’ Equity: | | | | | | | | | | | | | | | | |
Amount due on senior secured credit facility | | $ | 259,919 | | | $ | — | | | $ | — | | | $ | 259,919 | |
Accounts payable | | | 50,661 | | | | 2,680 | | | | — | | | | 53,341 | |
Manufacturer flooring plans payable | | | 93,600 | | | | — | | | | — | | | | 93,600 | |
Dividends payable | | | 23 | | | | (23 | ) | | | — | | | | — | |
Accrued expenses payable and other liabilities | | | 61,502 | | | | (954 | ) | | | — | | | | 60,548 | |
Senior unsecured notes | | | 628,714 | | | | — | | | | — | | | | 628,714 | |
Capital leases payable | | | — | | | | 2,099 | | | | — | | | | 2,099 | |
Deferred income taxes | | | 125,110 | | | | — | | | | — | | | | 125,110 | |
Deferred compensation payable | | | 2,106 | | | | — | | | | — | | | | 2,106 | |
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Total liabilities | | | 1,221,635 | | | | 3,802 | | | | — | | | | 1,225,437 | |
Stockholders’ equity | | | 133,367 | | | | 216,540 | | | | (216,540 | ) | | | 133,367 | |
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Total liabilities and stockholders’ equity | | $ | 1,355,002 | | | $ | 220,342 | | | $ | (216,540 | ) | | $ | 1,358,804 | |
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CONDENSED CONSOLIDATING STATEMENT OF INCOME |
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| | Three Months Ended March 31, 2015 | |
| | H&E | | | Guarantor | | | Elimination | | | Consolidated | |
Equipment | Subsidiaries |
Services | |
| | (Amounts in thousands) | |
Revenues: | | | | | | | | | | | | |
Equipment rentals | | $ | 84,912 | | | $ | 16,477 | | | $ | — | | | $ | 101,389 | |
New equipment sales | | | 37,782 | | | | 6,755 | | | | — | | | | 44,537 | |
Used equipment sales | | | 20,040 | | | | 5,030 | | | | — | | | | 25,070 | |
Parts sales | | | 23,783 | | | | 3,302 | | | | — | | | | 27,085 | |
Services revenues | | | 12,855 | | | | 2,101 | | | | — | | | | 14,956 | |
Other | | | 11,753 | | | | 2,620 | | | | — | | | | 14,373 | |
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Total revenues | | | 191,125 | | | | 36,285 | | | | — | | | | 227,410 | |
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Cost of revenues: | | | | | | | | | | | | |
Rental depreciation | | | 33,500 | | | | 6,444 | | | | — | | | | 39,944 | |
Rental expense | | | 12,860 | | | | 2,751 | | | | — | | | | 15,611 | |
New equipment sales | | | 33,318 | | | | 6,001 | | | | — | | | | 39,319 | |
Used equipment sales | | | 13,782 | | | | 3,104 | | | | — | | | | 16,886 | |
Parts sales | | | 17,191 | | | | 2,328 | | | | — | | | | 19,519 | |
Services revenues | | | 4,576 | | | | 701 | | | | — | | | | 5,277 | |
Other | | | 11,706 | | | | 2,808 | | | | — | | | | 14,514 | |
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Total cost of revenues | | | 126,933 | | | | 24,137 | | | | — | | | | 151,070 | |
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Gross profit (loss): | | | | | | | | | | | | |
Equipment rentals | | | 38,552 | | | | 7,282 | | | | — | | | | 45,834 | |
New equipment sales | | | 4,464 | | | | 754 | | | | — | | | | 5,218 | |
Used equipment sales | | | 6,258 | | | | 1,926 | | | | — | | | | 8,184 | |
Parts sales | | | 6,592 | | | | 974 | | | | — | | | | 7,566 | |
Services revenues | | | 8,279 | | | | 1,400 | | | | — | | | | 9,679 | |
Other | | | 47 | | | | (188 | ) | | | — | | | | (141 | ) |
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Gross profit | | | 64,192 | | | | 12,148 | | | | — | | | | 76,340 | |
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Selling, general and administrative expenses | | | 45,806 | | | | 7,660 | | | | — | | | | 53,466 | |
Equity in earnings of guarantor subsidiaries | | | 1,377 | | | | — | | | | (1,377 | ) | | | — | |
Gain on sales of property and equipment, net | | | 214 | | | | 244 | | | | — | | | | 458 | |
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Income from operations | | | 19,977 | | | | 4,732 | | | | (1,377 | ) | | | 23,332 | |
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Other income (expense): | | | | | | | | | | | | |
Interest expense | | | (10,039 | ) | | | (3,406 | ) | | | — | | | | (13,445 | ) |
Other, net | | | 303 | | | | 51 | | | | — | | | | 354 | |
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Total other expense, net | | | (9,736 | ) | | | (3,355 | ) | | | — | | | | (13,091 | ) |
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Income before income taxes | | | 10,241 | | | | 1,377 | | | | (1,377 | ) | | | 10,241 | |
Income tax expense | | | 4,155 | | | | — | | | | — | | | | 4,155 | |
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Net income | | $ | 6,086 | | | $ | 1,377 | | | $ | (1,377 | ) | | $ | 6,086 | |
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CONDENSED CONSOLIDATING STATEMENT OF INCOME |
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| | Three Months Ended March 31, 2014 | |
| | H&E | | | Guarantor | | | Elimination | | | Consolidated | |
Equipment | Subsidiaries |
Services | |
| | (Amounts in thousands) | |
Revenues: | | | | | | | | | | | | |
Equipment rentals | | $ | 73,445 | | | $ | 12,779 | | | $ | — | | | $ | 86,224 | |
New equipment sales | | | 61,050 | | | | 8,497 | | | | — | | | | 69,547 | |
Used equipment sales | | | 21,574 | | | | 7,771 | | | | — | | | | 29,345 | |
Parts sales | | | 22,399 | | | | 3,403 | | | | — | | | | 25,802 | |
Services revenues | | | 11,572 | | | | 2,076 | | | | — | | | | 13,648 | |
Other | | | 10,536 | | | | 2,127 | | | | — | | | | 12,663 | |
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Total revenues | | | 200,576 | | | | 36,653 | | | | — | | | | 237,229 | |
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Cost of revenues: | | | | | | | | | | | | |
Rental depreciation | | | 27,785 | | | | 5,213 | | | | — | | | | 32,998 | |
Rental expense | | | 11,938 | | | | 2,286 | | | | — | | | | 14,224 | |
New equipment sales | | | 54,126 | | | | 7,608 | | | | — | | | | 61,734 | |
Used equipment sales | | | 14,489 | | | | 5,929 | | | | — | | | | 20,418 | |
Parts sales | | | 15,912 | | | | 2,370 | | | | — | | | | 18,282 | |
Services revenues | | | 3,976 | | | | 765 | | | | — | | | | 4,741 | |
Other | | | 9,854 | | | | 2,194 | | | | — | | | | 12,048 | |
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Total cost of revenues | | | 138,080 | | | | 26,365 | | | | — | | | | 164,445 | |
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Gross profit (loss): | | | | | | | | | | | | |
Equipment rentals | | | 33,722 | | | | 5,280 | | | | — | | | | 39,002 | |
New equipment sales | | | 6,924 | | | | 889 | | | | — | | | | 7,813 | |
Used equipment sales | | | 7,085 | | | | 1,842 | | | | — | | | | 8,927 | |
Parts sales | | | 6,487 | | | | 1,033 | | | | — | | | | 7,520 | |
Services revenues | | | 7,596 | | | | 1,311 | | | | — | | | | 8,907 | |
Other | | | 682 | | | | (67 | ) | | | — | | | | 615 | |
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Gross profit | | | 62,496 | | | | 10,288 | | | | — | | | | 72,784 | |
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Selling, general and administrative expenses | | | 41,275 | | | | 7,581 | | | | — | | | | 48,856 | |
Equity in earnings of guarantor subsidiaries | | | 199 | | | | — | | | | (199 | ) | | | — | |
Gain on sales of property and equipment, net | | | 513 | | | | 150 | | | | — | | | | 663 | |
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Income from operations | | | 21,933 | | | | 2,857 | | | | (199 | ) | | | 24,591 | |
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Other income (expense): | | | | | | | | | | | | |
Interest expense | | | (9,951 | ) | | | (2,699 | ) | | | — | | | | (12,650 | ) |
Other, net | | | 265 | | | | 41 | | | | — | | | | 306 | |
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Total other expense, net | | | (9,686 | ) | | | (2,658 | ) | | | — | | | | (12,344 | ) |
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Income before income taxes | | | 12,247 | | | | 199 | | | | (199 | ) | | | 12,247 | |
Income tax expense | | | 4,811 | | | | — | | | | — | | | | 4,811 | |
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Net income | | $ | 7,436 | | | $ | 199 | | | $ | (199 | ) | | $ | 7,436 | |
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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
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| | Three Months Ended March 31, 2015 | |
| | H&E Equipment | | | Guarantor | | | Elimination | | | Consolidated | |
Services | Subsidiaries |
| | (Amounts in thousands) | |
Cash flows from operating activities: | | | | | | | | | | | | | | | | |
Net income | | $ | 6,086 | | | $ | 1,377 | | | $ | (1,377 | ) | | $ | 6,086 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | | | | | | | | | | | | | | |
Depreciation and amortization on property and equipment | | | 4,921 | | | | 703 | | | | — | | | | 5,624 | |
Depreciation of rental equipment | | | 33,500 | | | | 6,444 | | | | — | | | | 39,944 | |
Amortization of deferred financing costs | | | 249 | | | | — | | | | — | | | | 249 | |
Accretion of note discount, net of premium amortization | | | 42 | | | | — | | | | — | | | | 42 | |
Provision for losses on accounts receivable | | | 587 | | | | 51 | | | | — | | | | 638 | |
Provision for inventory obsolescence | | | 29 | | | | — | | | | — | | | | 29 | |
Provision for deferred income taxes | | | 4,025 | | | | — | | | | — | | | | 4,025 | |
Stock-based compensation expense | | | 1,021 | | | | — | | | | — | | | | 1,021 | |
Gain on sales of property and equipment, net | | | (214 | ) | | | (244 | ) | | | — | | | | (458 | ) |
Gain on sales of rental equipment, net | | | (6,011 | ) | | | (1,916 | ) | | | — | | | | (7,927 | ) |
Equity in earnings of guarantor subsidiaries | | | (1,377 | ) | | | — | | | | 1,377 | | | | — | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | |
Receivables | | | 25,666 | | | | 6,147 | | | | — | | | | 31,813 | |
Inventories | | | (50,191 | ) | | | (9,554 | ) | | | — | | | | (59,745 | ) |
Prepaid expenses and other assets | | | (2,365 | ) | | | (73 | ) | | | — | | | | (2,438 | ) |
Accounts payable | | | 14,786 | | | | 4,739 | | | | — | | | | 19,525 | |
Manufacturer flooring plans payable | | | (19,306 | ) | | | — | | | | — | | | | (19,306 | ) |
Accrued expenses payable and other liabilities | | | (18,794 | ) | | | 213 | | | | — | | | | (18,581 | ) |
Deferred compensation payable | | | 17 | | | | — | | | | — | | | | 17 | |
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Net cash provided by (used in) operating activities | | | (7,329 | ) | | | 7,887 | | | | — | | | | 558 | |
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Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Purchases of property and equipment | | | (5,357 | ) | | | (1,105 | ) | | | — | | | | (6,462 | ) |
Purchases of rental equipment | | | (11,027 | ) | | | (8,903 | ) | | | — | | | | (19,930 | ) |
Proceeds from sales of property and equipment | | | 294 | | | | 244 | | | | — | | | | 538 | |
Proceeds from sales of rental equipment | | | 15,771 | | | | 4,875 | | | | — | | | | 20,646 | |
Investment in subsidiaries | | | 2,950 | | | | — | | | | (2,950 | ) | | | — | |
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Net cash provided by (used in) investing activities . | | | 2,631 | | | | (4,889 | ) | | | (2,950 | ) | | | (5,208 | ) |
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Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Borrowings on senior secured credit facility | | | 264,490 | | | | — | | | | — | | | | 264,490 | |
Payments on senior secured credit facility | | | (261,562 | ) | | | — | | | | — | | | | (261,562 | ) |
Dividends paid | | | (8,814 | ) | | | (1 | ) | | | — | | | | (8,815 | ) |
Payments of deferred financing costs | | | (725 | ) | | | — | | | | — | | | | (725 | ) |
Payments on capital lease obligations | | | — | | | | (47 | ) | | | — | | | | (47 | ) |
Capital contributions | | | — | | | | (2,950 | ) | | | 2,950 | | | | — | |
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Net cash used in financing activities | | | (6,611 | ) | | | (2,998 | ) | | | 2,950 | | | | (6,659 | ) |
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Net decrease in cash | | | (11,309 | ) | | | — | | | | — | | | | (11,309 | ) |
Cash, beginning of period | | | 15,861 | | | | — | | | | — | | | | 15,861 | |
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Cash, end of period | | $ | 4,552 | | | $ | — | | | $ | — | | | $ | 4,552 | |
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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
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| | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2014 | |
| | H&E Equipment | | | Guarantor | | | Elimination | | | Consolidated | |
Services | Subsidiaries |
| | (Amounts in thousands) | |
Cash flows from operating activities: | | | | | | | | | | | | | | | | |
Net income | | $ | 7,436 | | | $ | 199 | | | $ | (199 | ) | | $ | 7,436 | |
Adjustments to reconcile net income to net cash used in operating activities: | | | | | | | | | | | | | | | | |
Depreciation and amortization on property and equipment | | | 4,193 | | | | 587 | | | | — | | | | 4,780 | |
Depreciation of rental equipment | | | 27,785 | | | | 5,213 | | | | — | | | | 32,998 | |
Amortization of deferred financing costs | | | 268 | | | | — | | | | — | | | | 268 | |
Accretion of note discount, net of premium amortization | | | 42 | | | | — | | | | — | | | | 42 | |
Provision for losses on accounts receivable | | | 627 | | | | 107 | | | | — | | | | 734 | |
Provision for inventory obsolescence | | | 63 | | | | — | | | | — | | | | 63 | |
Provision for deferred income taxes | | | 3,939 | | | | — | | | | — | | | | 3,939 | |
Stock-based compensation expense | | | 808 | | | | — | | | | — | | | | 808 | |
Gain on sales of property and equipment, net | | | (512 | ) | | | (150 | ) | | | — | | | | (662 | ) |
Gain on sales of rental equipment, net | | | (6,547 | ) | | | (1,810 | ) | | | — | | | | (8,357 | ) |
Equity in earnings of guarantor subsidiaries | | | (199 | ) | | | — | | | | 199 | | | | — | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | |
Receivables | | | (6,844 | ) | | | 822 | | | | — | | | | (6,022 | ) |
Inventories | | | (75,278 | ) | | | (7,236 | ) | | | — | | | | (82,514 | ) |
Prepaid expenses and other assets | | | (3,967 | ) | | | (50 | ) | | | — | | | | (4,017 | ) |
Accounts payable | | | 44,836 | | | | (109 | ) | | | — | | | | 44,727 | |
Manufacturer flooring plans payable | | | 7,295 | | | | (44 | ) | | | — | | | | 7,251 | |
Accrued expenses payable and other liabilities | | | (15,222 | ) | | | (135 | ) | | | — | | | | (15,357 | ) |
Deferred compensation payable | | | 16 | | | | — | | | | — | | | | 16 | |
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Net cash used in operating activities | | | (11,261 | ) | | | (2,606 | ) | | | — | | | | (13,867 | ) |
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Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Purchases of property and equipment | | | (5,457 | ) | | | (602 | ) | | | — | | | | (6,059 | ) |
Purchases of rental equipment | | | (36,595 | ) | | | (3,068 | ) | | | — | | | | (39,663 | ) |
Proceeds from sales of property and equipment | | | 532 | | | | 150 | | | | — | | | | 682 | |
Proceeds from sales of rental equipment | | | 18,151 | | | | 6,651 | | | | — | | | | 24,802 | |
Investment in subsidiaries | | | 504 | | | | — | | | | (504 | ) | | | — | |
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Net cash provided by (used in) investing activities . | | | (22,865 | ) | | | 3,131 | | | | (504 | ) | | | (20,238 | ) |
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Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Borrowings on senior secured credit facility | | | 266,183 | | | | — | | | | — | | | | 266,183 | |
Payments on senior secured credit facility | | | (244,676 | ) | | | — | | | | — | | | | (244,676 | ) |
Dividends paid | | | (23 | ) | | | 23 | | | | — | | | | — | |
Payments on capital lease obligations | | | — | | | | (44 | ) | | | — | | | | (44 | ) |
Capital contributions | | | — | | | | (504 | ) | | | 504 | | | | — | |
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Net cash provided by (used in) financing activities | | | 21,484 | | | | (525 | ) | | | 504 | | | | 21,463 | |
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Net decrease in cash | | | (12,642 | ) | | | — | | | | — | | | | (12,642 | ) |
Cash, beginning of period | | | 17,607 | | | | — | | | | — | | | | 17,607 | |
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Cash, end of period | | $ | 4,965 | | | $ | — | | | $ | — | | | $ | 4,965 | |
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