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 June 30, 2016 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Assets: Cash $ 10,353 $ — $ — $ 10,353 Receivables, net 111,539 26,671 — 138,210 Inventories, net 97,067 17,743 — 114,810 Prepaid expenses and other assets 9,362 203 — 9,565 Rental equipment, net 736,116 152,676 — 888,792 Property and equipment, net 96,820 11,435 — 108,255 Deferred financing costs, net 2,370 — — 2,370 Investment in guarantor subsidiaries 226,452 — (226,452 ) — Goodwill 1,671 29,526 — 31,197 Total assets $ 1,291,750 $ 238,254 $ (226,452 ) $ 1,303,552 Liabilities and Stockholders’ Equity: Amounts due on senior secured credit facility $ 174,504 $ — $ — $ 174,504 Accounts payable 78,469 10,629 — 89,098 Manufacturer flooring plans payable 45,967 — — 45,967 Accrued expenses payable and other liabilities 60,785 (600 ) — 60,185 Dividends payable 79 (34 ) — 45 Senior unsecured notes 627,508 — — 627,508 Capital leases payable — 1,807 — 1,807 Deferred income taxes 165,068 — — 165,068 Deferred compensation payable 1,811 — — 1,811 Total liabilities 1,154,191 11,802 — 1,165,993 Stockholders’ equity 137,559 226,452 (226,452 ) 137,559 Total liabilities and stockholders’ equity $ 1,291,750 $ 238,254 $ (226,452 ) $ 1,303,552 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 June 30, 2016 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 88,592 $ 20,058 $ — $ 108,650 New equipment sales 41,808 8,085 — 49,893 Used equipment sales 19,821 3,948 — 23,769 Parts sales 23,295 3,359 — 26,654 Services revenues 14,468 2,477 — 16,945 Other 13,121 3,063 — 16,184 Total revenues 201,105 40,990 — 242,095 Cost of revenues: Rental depreciation 32,831 6,844 — 39,675 Rental expense 14,960 3,061 — 18,021 New equipment sales 37,273 7,258 — 44,531 Used equipment sales 14,161 2,714 — 16,875 Parts sales 16,833 2,380 — 19,213 Services revenues 5,182 808 — 5,990 Other 13,106 2,976 — 16,082 Total cost of revenues 134,346 26,041 — 160,387 Gross profit: Equipment rentals 40,801 10,153 — 50,954 New equipment sales 4,535 827 — 5,362 Used equipment sales 5,660 1,234 — 6,894 Parts sales 6,462 979 — 7,441 Services revenues 9,286 1,669 — 10,955 Other 15 87 — 102 Gross profit 66,759 14,949 — 81,708 Selling, general and administrative expenses 46,989 10,060 — 57,049 Equity in earnings of guarantor subsidiaries 2,761 — (2,761 ) — Gain on sales of property and equipment, net 636 76 — 712 Income from operations 23,167 4,965 (2,761 ) 25,371 Other income (expense): Interest expense (11,084 ) (2,269 ) — (13,353 ) Other, net 624 65 — 689 Total other expense, net (10,460 ) (2,204 ) — (12,664 ) Income before income taxes 12,707 2,761 (2,761 ) 12,707 Income tax expense 5,204 — — 5,204 Net income $ 7,503 $ 2,761 $ (2,761 ) $ 7,503 CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended June 30, 2015 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 89,590 $ 19,038 $ — $ 108,628 New equipment sales 61,564 2,812 — 64,376 Used equipment sales 23,909 5,023 — 28,932 Parts sales 24,303 4,044 — 28,347 Services revenues 13,218 2,551 — 15,769 Other 13,149 3,159 — 16,308 Total revenues 225,733 36,627 — 262,360 Cost of revenues: Rental depreciation 33,542 6,672 — 40,214 Rental expense 14,736 2,965 — 17,701 New equipment sales 54,234 2,515 — 56,749 Used equipment sales 16,389 3,224 — 19,613 Parts sales 17,697 2,910 — 20,607 Services revenues 4,332 826 — 5,158 Other 12,848 3,066 — 15,914 Total cost of revenues 153,778 22,178 — 175,956 Gross profit: Equipment rentals 41,312 9,401 — 50,713 New equipment sales 7,330 297 — 7,627 Used equipment sales 7,520 1,799 — 9,319 Parts sales 6,606 1,134 — 7,740 Services revenues 8,886 1,725 — 10,611 Other 301 93 — 394 Gross profit 71,955 14,449 — 86,404 Selling, general and administrative expenses 45,350 9,064 — 54,414 Equity in earnings of guarantor subsidiaries 1,982 — (1,982 ) — Gain on sales of property and equipment, net 860 112 — 972 Income from operations 29,447 5,497 (1,982 ) 32,962 Other income (expense): Interest expense (10,199 ) (3,550 ) — (13,749 ) Other, net 193 35 — 228 Total other expense, net (10,006 ) (3,515 ) — (13,521 ) Income before income taxes 19,441 1,982 (1,982 ) 19,441 Income tax expense 7,961 — — 7,961 Net income $ 11,480 $ 1,982 $ (1,982 ) $ 11,480 CONDENSED CONSOLIDATING STATEMENT OF INCOME Six Months Ended June 30, 2016 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 174,617 $ 36,871 $ — $ 211,488 New equipment sales 87,340 19,732 — 107,072 Used equipment sales 42,737 8,606 — 51,343 Parts sales 47,516 7,107 — 54,623 Services revenues 28,447 4,799 — 33,246 Other 25,547 5,786 — 31,333 Total revenues 406,204 82,901 — 489,105 Cost of revenues: Rental depreciation 65,944 13,228 — 79,172 Rental expense 29,008 5,776 — 34,784 New equipment sales 77,388 17,617 — 95,005 Used equipment sales 29,803 5,584 — 35,387 Parts sales 34,439 5,037 — 39,476 Services revenues 9,784 1,507 — 11,291 Other 25,353 5,785 — 31,138 Total cost of revenues 271,719 54,534 — 326,253 Gross profit: Equipment rentals 79,665 17,867 — 97,532 New equipment sales 9,952 2,115 — 12,067 Used equipment sales 12,934 3,022 — 15,956 Parts sales 13,077 2,070 — 15,147 Services revenues 18,663 3,292 — 21,955 Other 194 1 — 195 Gross profit 134,485 28,367 — 162,852 Selling, general and administrative expenses 96,591 19,832 — 116,423 Equity in earnings of guarantor subsidiaries 4,496 — (4,496 ) — Gain on sales of property and equipment, net 1,166 208 — 1,374 Income from operations 43,556 8,743 (4,496 ) 47,803 Other income (expense): Interest expense (22,386 ) (4,374 ) — (26,760 ) Other, net 992 127 — 1,119 Total other expense, net (21,394 ) (4,247 ) — (25,641 ) Income before income taxes 22,162 4,496 (4,496 ) 22,162 Income tax expense 9,085 — — 9,085 Net income $ 13,077 $ 4,496 $ (4,496 ) $ 13,077 CONDENSED CONSOLIDATING STATEMENT OF INCOME Six Months Ended June 30, 2015 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 174,502 $ 35,515 $ — $ 210,017 New equipment sales 99,346 9,567 — 108,913 Used equipment sales 43,949 10,053 — 54,002 Parts sales 48,086 7,346 — 55,432 Services revenues 26,073 4,652 — 30,725 Other 24,902 5,779 — 30,681 Total revenues 416,858 72,912 — 489,770 Cost of revenues: Rental depreciation 67,042 13,116 — 80,158 Rental expense 27,596 5,716 — 33,312 New equipment sales 87,553 8,515 — 96,068 Used equipment sales 30,171 6,328 — 36,499 Parts sales 34,887 5,239 — 40,126 Services revenues 8,908 1,527 — 10,435 Other 24,555 5,873 — 30,428 Total cost of revenues 280,712 46,314 — 327,026 Gross profit (loss): Equipment rentals 79,864 16,683 — 96,547 New equipment sales 11,793 1,052 — 12,845 Used equipment sales 13,778 3,725 — 17,503 Parts sales 13,199 2,107 — 15,306 Services revenues 17,165 3,125 — 20,290 Other 347 (94 ) — 253 Gross profit 136,146 26,598 — 162,744 Selling, general and administrative expenses 91,157 16,723 — 107,880 Equity in earnings of guarantor subsidiaries 3,359 — (3,359 ) — Gain on sales of property and equipment, net 1,075 355 — 1,430 Income from operations 49,423 10,230 (3,359 ) 56,294 Other income (expense): Interest expense (20,238 ) (6,956 ) — (27,194 ) Other, net 497 85 — 582 Total other expense, net (19,741 ) (6,871 ) — (26,612 ) Income before income taxes 29,682 3,359 (3,359 ) 29,682 Income tax expense 12,116 — — 12,116 Net income $ 17,566 $ 3,359 $ (3,359 ) $ 17,566 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2016 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income $ 13,077 $ 4,496 $ (4,496 ) $ 13,077 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization on property and equipment 11,952 1,512 — 13,464 Depreciation of rental equipment 65,944 13,228 — 79,172 Amortization of deferred financing costs 526 — — 526 Accretion of note discount, net of premium amortization 83 — — 83 Provision for losses on accounts receivable 1,979 29 — 2,008 Provision for inventory obsolescence 14 — — 14 Change in deferred income taxes 9,182 — — 9,182 Stock-based compensation expense 1,667 — — 1,667 Gain from sales of property and equipment, net (1,166 ) (208 ) — (1,374 ) Gain from sales of rental equipment, net (12,481 ) (2,986 ) — (15,467 ) Equity in earnings of guarantor subsidiaries (4,496 ) — 4,496 — Changes in operating assets and liabilities: Receivables 10,639 (3,529 ) — 7,110 Inventories (38,755 ) (13,712 ) — (52,467 ) Prepaid expenses and other assets 547 (58 ) — 489 Accounts payable 14,511 7,811 — 22,322 Manufacturer flooring plans payable (16,466 ) — — (16,466 ) Accrued expenses payable and other liabilities 3,855 745 — 4,600 Deferred compensation payable (363 ) — — (363 ) Net cash provided by operating activities 60,249 7,328 — 67,577 Cash flows from investing activities: Purchases of property and equipment (9,903 ) (1,562 ) — (11,465 ) Purchases of rental equipment (44,643 ) (24,501 ) — (69,144 ) Proceeds from sales of property and equipment 1,417 266 — 1,683 Proceeds from sales of rental equipment 36,342 8,159 — 44,501 Investment in subsidiaries (10,414 ) — 10,414 — Net cash used in investing activities. (27,201 ) (17,638 ) 10,414 (34,425 ) Cash flows from financing activities: Borrowings on senior secured credit facility 482,513 — — 482,513 Payments on senior secured credit facility (492,866 ) — — (492,866 ) Dividends paid (19,501 ) (4 ) — (19,505 ) Payments on capital lease obligations — (100 ) — (100 ) Capital contributions — 10,414 (10,414 ) — Net cash provided by (used in) financing activities (29,854 ) 10,310 (10,414 ) (29,958 ) Net increase in cash 3,194 — — 3,194 Cash, beginning of period 7,159 — — 7,159 Cash, end of period $ 10,353 $ — $ — $ 10,353 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2015 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income $ 17,566 $ 3,359 $ (3,359 ) $ 17,566 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization on property and equipment 10,216 1,438 — 11,654 Depreciation of rental equipment 67,042 13,116 — 80,158 Amortization of deferred financing costs 511 — — 511 Accretion of note discount, net of premium amortization 84 — — 84 Provision for losses on accounts receivable 1,225 168 — 1,393 Provision for inventory obsolescence 99 — — 99 Change in deferred income taxes 11,862 — — 11,862 Stock-based compensation expense 1,505 — — 1,505 Gain from sales of property and equipment, net (1,075 ) (355 ) — (1,430 ) Gain from sales of rental equipment, net (13,060 ) (3,714 ) — (16,774 ) Equity in earnings of guarantor subsidiaries (3,359 ) — 3,359 - Changes in operating assets and liabilities: Receivables 6,007 9,127 — 15,134 Inventories (36,533 ) (11,394 ) — (47,927 ) Prepaid expenses and other assets (6,009 ) (90 ) — (6,099 ) Accounts payable 8,035 2,470 — 10,505 Manufacturer flooring plans payable (20,745 ) — — (20,745 ) Accrued expenses payable and other liabilities (2,193 ) 305 — (1,888 ) Deferred compensation payable 34 — — 34 Net cash provided by operating activities 41,212 14,430 — 55,642 Cash flows from investing activities: Purchases of property and equipment (11,000 ) (1,872 ) — (12,872 ) Purchases of rental equipment (49,051 ) (22,868 ) — (71,919 ) Proceeds from sales of property and equipment 1,563 424 — 1,987 Proceeds from sales of rental equipment 34,546 9,865 — 44,411 Investment in subsidiaries (117 ) — 117 — Net cash used in investing activities. (24,059 ) (14,451 ) 117 (38,393 ) Cash flows from financing activities: Borrowings on senior secured credit facility 506,455 — — 506,455 Payments on senior secured credit facility (509,256 ) — — (509,256 ) Dividends paid (17,627 ) (2 ) — (17,629 ) Payments of deferred financing costs (725 ) — — (725 ) Payments on capital lease obligations — (94 ) — (94 ) Capital contributions — 117 (117 ) - Net cash provided by (used in) financing activities (21,153 ) 21 (117 ) (21,249 ) Net decrease in cash (4,000 ) — — (4,000 ) Cash, beginning of period 15,861 — — 15,861 Cash, end of period $ 11,861 $ — $ — $ 11,861 |