Condensed Consolidating Financial Information of Guarantor Subsidiaries | (10) Condensed Consolidating Financial Information of Guarantor Subsidiaries 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. 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. CONDENSED CONSOLIDATING BALANCE SHEET As of March 31, 2016 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Assets: Cash $ 4,732 $ — $ — $ 4,732 Receivables, net 116,256 29,491 — 145,747 Inventories, net 88,432 9,672 — 98,104 Prepaid expenses and other assets 9,806 218 — 10,024 Rental equipment, net 730,708 142,439 — 873,147 Property and equipment, net 97,972 11,294 — 109,266 Deferred financing costs, net 2,574 — — 2,574 Investment in guarantor subsidiaries 215,871 — (215,871 ) — Goodwill 1,671 29,526 — 31,197 Total assets $ 1,268,022 $ 222,640 $ (215,871 ) $ 1,274,791 Liabilities and Stockholders’ Equity: Amounts due on senior secured credit facility $ 171,048 $ — $ — $ 171,048 Accounts payable 60,881 5,559 — 66,440 Manufacturer flooring plans payable 63,922 195 — 64,117 Accrued expenses payable and other liabilities 43,792 (811 ) — 42,981 Dividends payable 80 (32 ) — 48 Senior unsecured notes 627,407 — — 627,407 Capital leases payable — 1,858 — 1,858 Deferred income taxes 159,896 — — 159,896 Deferred compensation payable 1,795 — — 1,795 Total liabilities 1,128,821 6,769 — 1,135,590 Stockholders’ equity 139,201 215,871 (215,871 ) 139,201 Total liabilities and stockholders’ equity $ 1,268,022 $ 222,640 $ (215,871 ) $ 1,274,791 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2015 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Assets: Cash $ 7,159 $ — $ — $ 7,159 Receivables, net 124,157 23,171 — 147,328 Inventories, net 88,831 7,987 — 96,818 Prepaid expenses and other assets 9,909 145 — 10,054 Rental equipment, net 750,773 142,620 — 893,393 Property and equipment, net 99,342 11,443 — 110,785 Deferred financing costs, net 2,777 — — 2,777 Investment in guarantor subsidiaries 211,542 — (211,542 ) — Goodwill 1,671 29,526 — 31,197 Total assets $ 1,296,161 $ 214,892 $ (211,542 ) $ 1,299,511 Liabilities and Stockholders’ Equity: Amount due on senior secured credit facility $ 184,857 $ — $ — $ 184,857 Accounts payable 63,959 2,818 — 66,777 Manufacturer flooring plans payable 62,433 — — 62,433 Dividends payable 62 (30 ) — 32 Accrued expenses payable and other liabilities 56,896 (1,345 ) — 55,551 Senior unsecured notes 627,306 — — 627,306 Capital leases payable — 1,907 — 1,907 Deferred income taxes 155,886 — — 155,886 Deferred compensation payable 2,174 — — 2,174 Total liabilities 1,153,573 3,350 — 1,156,923 Stockholders’ equity 142,588 211,542 (211,542 ) 142,588 Total liabilities and stockholders’ equity $ 1,296,161 $ 214,892 $ (211,542 ) $ 1,299,511 CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended March 31, 2016 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 86,025 $ 16,813 $ — $ 102,838 New equipment sales 45,532 11,647 — 57,179 Used equipment sales 22,916 4,658 — 27,574 Parts sales 24,222 3,747 — 27,969 Services revenues 13,979 2,322 — 16,301 Other 12,425 2,724 — 15,149 Total revenues 205,099 41,911 — 247,010 Cost of revenues: Rental depreciation 33,112 6,385 — 39,497 Rental expense 14,048 2,715 — 16,763 New equipment sales 40,114 10,360 — 50,474 Used equipment sales 15,643 2,869 — 18,512 Parts sales 17,606 2,657 — 20,263 Services revenues 4,602 699 — 5,301 Other 12,247 2,809 — 15,056 Total cost of revenues 137,372 28,494 — 165,866 Gross profit (loss): Equipment rentals 38,865 7,713 — 46,578 New equipment sales 5,418 1,287 — 6,705 Used equipment sales 7,273 1,789 — 9,062 Parts sales 6,616 1,090 — 7,706 Services revenues 9,377 1,623 — 11,000 Other 178 (85 ) — 93 Gross profit 67,727 13,417 — 81,144 Selling, general and administrative expenses 49,603 9,771 — 59,374 Equity in earnings of guarantor subsidiaries 1,735 — (1,735 ) — Gain on sales of property and equipment, net 530 132 — 662 Income from operations 20,389 3,778 (1,735 ) 22,432 Other income (expense): Interest expense (11,301 ) (2,106 ) — (13,407 ) Other, net 367 63 — 430 Total other expense, net (10,934 ) (2,043 ) — (12,977 ) Income before income taxes 9,455 1,735 (1,735 ) 9,455 Income tax expense 3,881 — — 3,881 Net income $ 5,574 $ 1,735 $ (1,735 ) $ 5,574 CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended March 31, 2015 H&E Services Guarantor Subsidiaries Elimination Consolidated (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 Total revenues 191,125 36,285 — 227,410 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 Total cost of revenues 126,933 24,137 — 151,070 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 ) Gross profit 64,192 12,148 — 76,340 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 Income from operations 19,977 4,732 (1,377 ) 23,332 Other income (expense): Interest expense (10,039 ) (3,406 ) — (13,445 ) Other, net 303 51 — 354 Total other expense, net (9,736 ) (3,355 ) — (13,091 ) Income before income taxes 10,241 1,377 (1,377 ) 10,241 Income tax expense 4,155 — — 4,155 Net income $ 6,086 $ 1,377 $ (1,377 ) $ 6,086 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2016 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income $ 5,574 $ 1,735 $ (1,735 ) $ 5,574 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization on property and equipment 5,951 751 — 6,702 Depreciation of rental equipment 33,112 6,385 — 39,497 Amortization of deferred financing costs 262 — — 262 Accretion of note discount, net of premium amortization 42 — — 42 Provision for losses on accounts receivable 995 13 — 1,008 Provision for inventory obsolescence 7 — — 7 Change in deferred income taxes 4,010 — — 4,010 Stock-based compensation expense 1,041 — — 1,041 Tax deficiency from stock-based awards (234 ) — — (234 ) Gain from sales of property and equipment, net (530 ) (132 ) — (662 ) Gain from sales of rental equipment, net (7,108 ) (1,776 ) — (8,884 ) Equity in earnings of guarantor subsidiaries (1,735 ) — 1,735 — Changes in operating assets and liabilities: Receivables 6,906 (6,333 ) — 573 Inventories (18,907 ) (4,328 ) — (23,235 ) Prepaid expenses and other assets 103 (73 ) — 30 Accounts payable (3,078 ) 2,741 — (337 ) Manufacturer flooring plans payable 1,489 195 — 1,684 Accrued expenses payable and other liabilities (13,495 ) 534 — (12,961 ) Deferred compensation payable (379 ) — — (379 ) Net cash provided by (used in) operating activities 14,026 (288 ) — 13,738 Cash flows from investing activities: Purchases of property and equipment (4,359 ) (607 ) — (4,966 ) Purchases of rental equipment (6,239 ) (6,381 ) — (12,620 ) Proceeds from sales of property and equipment 700 137 — 837 Proceeds from sales of rental equipment 19,599 4,596 — 24,195 Investment in subsidiaries (2,594 ) — 2,594 — Net cash provided by (used in) investing activities. 7,107 (2,255 ) 2,594 7,446 Cash flows from financing activities: Borrowings on senior secured credit facility 237,258 — — 237,258 Payments on senior secured credit facility (251,067 ) — — (251,067 ) Dividends paid (9,751 ) (2 ) — (9,753 ) Payments on capital lease obligations — (49 ) — (49 ) Capital contributions — 2,594 (2,594 ) — Net cash provided by (used in) financing activities (23,560 ) 2,543 (2,594 ) (23,611 ) Net decrease in cash (2,427 ) — — (2,427 ) Cash, beginning of period 7,159 — — 7,159 Cash, end of period $ 4,732 $ — $ — $ 4,732 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2015 H&E Services Guarantor Subsidiaries Elimination Consolidated (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 Change in deferred income taxes 4,025 — — 4,025 Stock-based compensation expense 1,021 — — 1,021 Gain from sales of property and equipment, net (214 ) (244 ) — (458 ) Gain from 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 Net cash provided by (used in) operating activities (7,329 ) 7,887 — 558 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 ) — Net cash provided by (used in) investing activities. 2,631 (4,889 ) (2,950 ) (5,208 ) 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 — Net cash used in financing activities (6,611 ) (2,998 ) 2,950 (6,659 ) Net decrease in cash (11,309 ) — — (11,309 ) Cash, beginning of period 15,861 — — 15,861 Cash, end of period $ 4,552 $ — $ — $ 4,552 |