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 September 30, 2016 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Assets: Cash $ 7,034 $ — $ — $ 7,034 Receivables, net 112,891 25,942 — 138,833 Inventories, net 66,822 7,176 — 73,998 Prepaid expenses and other assets 8,721 173 — 8,894 Rental equipment, net 763,627 158,859 — 922,486 Property and equipment, net 95,580 11,636 — 107,216 Deferred financing costs, net 2,167 — — 2,167 Investment in guarantor subsidiaries 228,976 — (228,976 ) — Goodwill 1,671 29,526 — 31,197 Total assets $ 1,287,489 $ 233,312 $ (228,976 ) $ 1,291,825 Liabilities and Stockholders’ Equity: Amounts due on senior secured credit facility $ 209,762 $ — $ — $ 209,762 Accounts payable 45,274 2,953 — 48,227 Manufacturer flooring plans payable 38,056 170 — 38,226 Accrued expenses payable and other liabilities 52,008 (506 ) — 51,502 Dividends payable 93 (37 ) — 56 Senior unsecured notes 627,609 — — 627,609 Capital leases payable — 1,756 — 1,756 Deferred income taxes 173,449 — — 173,449 Deferred compensation payable 1,826 — — 1,826 Total liabilities 1,148,077 4,336 — 1,152,413 Stockholders’ equity 139,412 228,976 (228,976 ) 139,412 Total liabilities and stockholders’ equity $ 1,287,489 $ 233,312 $ (228,976 ) $ 1,291,825 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 September 30, 2016 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 96,310 $ 22,225 $ — $ 118,535 New equipment sales 37,110 7,654 — 44,764 Used equipment sales 16,778 3,852 — 20,630 Parts sales 23,807 3,528 — 27,335 Services revenues 13,693 2,383 — 16,076 Other 14,072 3,274 — 17,346 Total revenues 201,770 42,916 — 244,686 Cost of revenues: Rental depreciation 34,168 7,360 — 41,528 Rental expense 15,127 3,251 — 18,378 New equipment sales 33,206 6,941 — 40,147 Used equipment sales 11,762 2,602 — 14,364 Parts sales 17,221 2,487 — 19,708 Services revenues 4,686 759 — 5,445 Other 13,716 3,275 — 16,991 Total cost of revenues 129,886 26,675 — 156,561 Gross profit (loss): Equipment rentals 47,015 11,614 — 58,629 New equipment sales 3,904 713 — 4,617 Used equipment sales 5,016 1,250 — 6,266 Parts sales 6,586 1,041 — 7,627 Services revenues 9,007 1,624 — 10,631 Other 356 (1 ) — 355 Gross profit 71,884 16,241 — 88,125 Selling, general and administrative expenses 45,810 10,152 — 55,962 Equity in earnings of guarantor subsidiaries 3,892 — (3,892 ) — Gain on sales of property and equipment, net 782 145 — 927 Income from operations 30,748 6,234 (3,892 ) 33,090 Other income (expense): Interest expense (11,074 ) (2,395 ) — (13,469 ) Other, net 333 53 — 386 Total other expense, net (10,741 ) (2,342 ) — (13,083 ) Income before income taxes 20,007 3,892 (3,892 ) 20,007 Income tax expense 8,342 — — 8,342 Net income $ 11,665 $ 3,892 $ (3,892 ) $ 11,665 CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended September 30, 2015 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 96,768 $ 21,287 $ — $ 118,055 New equipment sales 57,311 9,241 — 66,552 Used equipment sales 22,124 6,987 — 29,111 Parts sales 25,429 3,539 — 28,968 Services revenues 14,206 2,521 — 16,727 Other 14,110 3,330 — 17,440 Total revenues 229,948 46,905 — 276,853 Cost of revenues: Rental depreciation 34,194 6,769 — 40,963 Rental expense 15,705 3,505 — 19,210 New equipment sales 51,569 8,431 — 60,000 Used equipment sales 15,501 4,761 — 20,262 Parts sales 18,547 2,551 — 21,098 Services revenues 4,811 771 — 5,582 Other 13,657 3,244 — 16,901 Total cost of revenues 153,984 30,032 — 184,016 Gross profit: Equipment rentals 46,869 11,013 — 57,882 New equipment sales 5,742 810 — 6,552 Used equipment sales 6,623 2,226 — 8,849 Parts sales 6,882 988 — 7,870 Services revenues 9,395 1,750 — 11,145 Other 453 86 — 539 Gross profit 75,964 16,873 — 92,837 Selling, general and administrative expenses 44,810 9,894 — 54,704 Equity in earnings of guarantor subsidiaries 3,663 — (3,663 ) — Gain on sales of property and equipment, net 232 107 — 339 Income from operations 35,049 7,086 (3,663 ) 38,472 Other income (expense): Interest expense (10,023 ) (3,458 ) — (13,481 ) Other, net 466 35 — 501 Total other expense, net (9,557 ) (3,423 ) — (12,980 ) Income before income taxes 25,492 3,663 (3,663 ) 25,492 Income tax expense 10,720 — — 10,720 Net income $ 14,772 $ 3,663 $ (3,663 ) $ 14,772 CONDENSED CONSOLIDATING STATEMENT OF INCOME Nine Months Ended September 30, 2016 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 270,927 $ 59,096 $ — $ 330,023 New equipment sales 124,450 27,386 — 151,836 Used equipment sales 59,515 12,458 — 71,973 Parts sales 71,323 10,635 — 81,958 Services revenues 42,140 7,182 — 49,322 Other 39,619 9,060 — 48,679 Total revenues 607,974 125,817 — 733,791 Cost of revenues: Rental depreciation 100,111 20,589 — 120,700 Rental expense 44,135 9,027 — 53,162 New equipment sales 110,594 24,558 — 135,152 Used equipment sales 41,565 8,186 — 49,751 Parts sales 51,660 7,524 — 59,184 Services revenues 14,470 2,266 — 16,736 Other 39,069 9,060 — 48,129 Total cost of revenues 401,604 81,210 — 482,814 Gross profit: Equipment rentals 126,681 29,480 — 156,161 New equipment sales 13,856 2,828 — 16,684 Used equipment sales 17,950 4,272 — 22,222 Parts sales 19,663 3,111 — 22,774 Services revenues 27,670 4,916 — 32,586 Other 550 — — 550 Gross profit 206,370 44,607 — 250,977 Selling, general and administrative expenses 142,402 29,983 — 172,385 Equity in earnings of guarantor subsidiaries 8,388 — (8,388 ) — Gain on sales of property and equipment, net 1,948 353 — 2,301 Income from operations 74,304 14,977 (8,388 ) 80,893 Other income (expense): Interest expense (33,460 ) (6,769 ) — (40,229 ) Other, net 1,325 180 — 1,505 Total other expense, net (32,135 ) (6,589 ) — (38,724 ) Income before income taxes 42,169 8,388 (8,388 ) 42,169 Income tax expense 17,427 — — 17,427 Net income $ 24,742 $ 8,388 $ (8,388 ) $ 24,742 CONDENSED CONSOLIDATING STATEMENT OF INCOME Nine Months Ended September 30, 2015 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 271,270 $ 56,802 $ — $ 328,072 New equipment sales 156,657 18,808 — 175,465 Used equipment sales 66,072 17,041 — 83,113 Parts sales 73,516 10,884 — 84,400 Services revenues 40,279 7,173 — 47,452 Other 39,012 9,109 — 48,121 Total revenues 646,806 119,817 — 766,623 Cost of revenues: Rental depreciation 101,237 19,884 — 121,121 Rental expense 43,301 9,221 — 52,522 New equipment sales 139,121 16,947 — 156,068 Used equipment sales 45,672 11,089 — 56,761 Parts sales 53,435 7,789 — 61,224 Services revenues 13,719 2,298 — 16,017 Other 38,211 9,118 — 47,329 Total cost of revenues 434,696 76,346 — 511,042 Gross profit (loss): Equipment rentals 126,732 27,697 — 154,429 New equipment sales 17,536 1,861 — 19,397 Used equipment sales 20,400 5,952 — 26,352 Parts sales 20,081 3,095 — 23,176 Services revenues 26,560 4,875 — 31,435 Other 801 (9 ) — 792 Gross profit 212,110 43,471 — 255,581 Selling, general and administrative expenses 135,966 26,618 — 162,584 Equity in earnings of guarantor subsidiaries 7,023 — (7,023 ) — Gain on sales of property and equipment, net 1,306 463 — 1,769 Income from operations 84,473 17,316 (7,023 ) 94,766 Other income (expense): Interest expense (30,261 ) (10,414 ) — (40,675 ) Other, net 962 121 — 1,083 Total other expense, net (29,299 ) (10,293 ) — (39,592 ) Income before income taxes 55,174 7,023 (7,023 ) 55,174 Income tax expense 22,836 — — 22,836 Net income $ 32,338 $ 7,023 $ (7,023 ) $ 32,338 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2016 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income $ 24,742 $ 8,388 $ (8,388 ) $ 24,742 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization on property and equipment 18,022 2,299 — 20,321 Depreciation of rental equipment 100,111 20,589 — 120,700 Amortization of deferred financing costs 789 — — 789 Accretion of note discount, net of premium amortization 124 — — 124 Provision for losses on accounts receivable 2,507 216 — 2,723 Provision for inventory obsolescence 82 — — 82 Change in deferred income taxes 17,193 — — 17,193 Stock-based compensation expense 2,308 — — 2,308 Gain from sales of property and equipment, net (1,948 ) (353 ) — (2,301 ) Gain from sales of rental equipment, net (17,219 ) (4,231 ) — (21,450 ) Equity in earnings of guarantor subsidiaries (8,388 ) — 8,388 — Changes in operating assets and liabilities: Receivables 8,759 (2,987 ) — 5,772 Inventories (12,001 ) (3,219 ) — (15,220 ) Prepaid expenses and other assets 1,188 (28 ) — 1,160 Accounts payable (18,684 ) 135 — (18,549 ) Manufacturer flooring plans payable (24,377 ) 170 — (24,207 ) Accrued expenses payable and other liabilities (5,275 ) 839 — (4,436 ) Deferred compensation payable (348 ) — — (348 ) Net cash provided by operating activities 87,585 21,818 — 109,403 Cash flows from investing activities: Purchases of property and equipment (14,143 ) (2,610 ) — (16,753 ) Purchases of rental equipment (112,346 ) (40,298 ) — (152,644 ) Proceeds from sales of property and equipment 2,218 471 — 2,689 Proceeds from sales of rental equipment 50,528 11,731 — 62,259 Investment in subsidiaries (9,046 ) — 9,046 — Net cash used in investing activities. (82,789 ) (30,706 ) 9,046 (104,449 ) Cash flows from financing activities: Purchases of treasury stock (546 ) — — (546 ) Borrowings on senior secured credit facility 767,550 — — 767,550 Payments on senior secured credit facility (742,645 ) — — (742,645 ) Dividends paid (29,280 ) (7 ) — (29,287 ) Payments on capital lease obligations — (151 ) — (151 ) Capital contributions — 9,046 (9,046 ) — Net cash provided by (used in) financing activities (4,921 ) 8,888 (9,046 ) (5,079 ) Net decrease in cash (125 ) — — (125 ) Cash, beginning of period 7,159 — — 7,159 Cash, end of period $ 7,034 $ — $ — $ 7,034 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2015 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income $ 32,338 $ 7,023 $ (7,023 ) $ 32,338 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization on property and equipment 15,710 2,185 — 17,895 Depreciation of rental equipment 101,237 19,884 — 121,121 Amortization of deferred financing costs 774 — — 774 Accretion of note discount, net of premium amortization 126 — — 126 Provision for losses on accounts receivable 2,236 210 — 2,446 Provision for inventory obsolescence 201 — — 201 Change in deferred income taxes 22,514 — — 22,514 Stock-based compensation expense 2,036 — — 2,036 Gain from sales of property and equipment, net (1,306 ) (463 ) — (1,769 ) Gain from sales of rental equipment, net (19,366 ) (5,596 ) — (24,962 ) Equity in earnings of guarantor subsidiaries (7,023 ) — 7,023 - Changes in operating assets and liabilities: Receivables 8,097 7,185 — 15,282 Inventories (16,696 ) (1,977 ) — (18,673 ) Prepaid expenses and other assets (3,652 ) (50 ) — (3,702 ) Accounts payable 412 187 — 599 Manufacturer flooring plans payable (33,696 ) — — (33,696 ) Accrued expenses payable and other liabilities (12,276 ) 792 — (11,484 ) Deferred compensation payable 51 — — 51 Net cash provided by operating activities 91,717 29,380 — 121,097 Cash flows from investing activities: Purchases of property and equipment (19,997 ) (2,320 ) — (22,317 ) Purchases of rental equipment (104,735 ) (32,449 ) — (137,184 ) Proceeds from sales of property and equipment 2,050 532 — 2,582 Proceeds from sales of rental equipment 53,784 14,403 — 68,187 Investment in subsidiaries 9,398 — (9,398 ) — Net cash used in investing activities. (59,500 ) (19,834 ) (9,398 ) (88,732 ) Cash flows from financing activities: Purchases of treasury stock (470 ) — — (470 ) Borrowings on senior secured credit facility 768,572 — — 768,572 Payments on senior secured credit facility (778,903 ) — — (778,903 ) Dividends paid (27,365 ) (5 ) — (27,370 ) Payments of deferred financing costs (725 ) — — (725 ) Payments on capital lease obligations — (143 ) — (143 ) Capital contributions — (9,398 ) 9,398 - Net cash used in financing activities (38,891 ) (9,546 ) 9,398 (39,039 ) Net decrease in cash (6,674 ) — — (6,674 ) Cash, beginning of period 15,861 — — 15,861 Cash, end of period $ 9,187 $ — $ — $ 9,187 |