Consolidating Financial Information of Guarantor Subsidiaries | (18) 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 December 31, 2016 H&E Equipment Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Assets: Cash $ 7,683 $ — $ — $ 7,683 Receivables, net 112,758 27,279 — 140,037 Inventories, net 49,509 4,400 — 53,909 Prepaid expenses and other assets 7,343 170 — 7,513 Rental equipment, net 743,759 150,057 — 893,816 Property and equipment, net 93,866 11,626 — 105,492 Deferred financing costs, net 1,964 — — 1,964 Investment in guarantor subsidiaries 220,209 — (220,209 ) — Goodwill 1,671 29,526 — 31,197 Total assets $ 1,238,762 $ 223,058 $ (220,209 ) $ 1,241,611 Liabilities and Stockholders’ Equity: Amount due on senior secured credit facility $ 162,642 $ — $ — $ 162,642 Accounts payable 36,188 3,244 — 39,432 Manufacturer flooring plans payable 30,899 (119 ) — 30,780 Accrued expenses payable and other liabilities 58,774 (1,941 ) — 56,833 Dividends payable 106 (39 ) — 67 Senior unsecured notes 627,711 — — 627,711 Capital leases payable — 1,704 — 1,704 Deferred income taxes 177,835 — — 177,835 Deferred compensation payable 1,842 — — 1,842 Total liabilities 1,095,997 2,849 — 1,098,846 Stockholders’ equity 142,765 220,209 (220,209 ) 142,765 Total liabilities and stockholders’ equity $ 1,238,762 $ 223,058 $ (220,209 ) $ 1,241,611 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2015 H&E Equipment 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 Accrued expenses payable and other liabilities 56,896 (1,345 ) — 55,551 Dividends payable 62 (30 ) — 32 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 Year Ended December 31, 2016 H&E Equipment Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 364,654 $ 80,573 $ — $ 445,227 New equipment sales 158,291 38,397 — 196,688 Used equipment sales 78,956 17,954 — 96,910 Parts sales 95,105 14,042 — 109,147 Services revenues 55,391 9,282 — 64,673 Other 53,276 12,216 — 65,492 Total revenues 805,673 172,464 — 978,137 Cost of revenues: Rental depreciation 134,484 27,931 — 162,415 Rental expense 59,263 12,431 — 71,694 New equipment sales 140,948 34,608 — 175,556 Used equipment sales 55,075 11,663 — 66,738 Parts sales 68,999 9,967 — 78,966 Services revenues 18,963 2,876 — 21,839 Other 52,861 12,457 — 65,318 Total cost of revenues 530,593 111,933 — 642,526 Gross profit (loss): Equipment rentals 170,907 40,211 — 211,118 New equipment sales 17,343 3,789 — 21,132 Used equipment sales 23,881 6,291 — 30,172 Parts sales 26,106 4,075 — 30,181 Services revenues 36,428 6,406 — 42,834 Other 415 (241 ) — 174 Gross profit 275,080 60,531 — 335,611 Selling, general and administrative expenses 187,369 40,760 — 228,129 Equity in earnings of guarantor subsidiaries 11,416 — (11,416 ) — Gain from sales of property and equipment, net 2,789 496 — 3,285 Income from operations 101,916 20,267 (11,416 ) 110,767 Other income (expense): Interest expense (44,503 ) (9,101 ) — (53,604 ) Other, net 1,617 250 — 1,867 Total other expense, net (42,886 ) (8,851 ) — (51,737 ) Income before provision for income taxes 59,030 11,416 (11,416 ) 59,030 Provision for income taxes 21,858 — — 21,858 Net income $ 37,172 $ 11,416 $ (11,416 ) $ 37,172 CONDENSED CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 2015 H&E Equipment Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 366,160 $ 76,864 $ — $ 443,024 New equipment sales 213,476 24,696 — 238,172 Used equipment sales 96,114 22,224 — 118,338 Parts sales 96,743 14,390 — 111,133 Services revenues 54,483 9,471 — 63,954 Other 53,051 12,159 — 65,210 Total revenues 880,027 159,804 — 1,039,831 Cost of revenues: Rental depreciation 135,511 26,578 — 162,089 Rental expense 59,384 12,566 — 71,950 New equipment sales 190,013 22,222 — 212,235 Used equipment sales 66,888 14,450 — 81,338 Parts sales 70,555 10,275 — 80,830 Services revenues 18,689 3,004 — 21,693 Other 51,763 12,201 — 63,964 Total cost of revenues 592,803 101,296 — 694,099 Gross profit (loss): Equipment rentals 171,265 37,720 — 208,985 New equipment sales 23,463 2,474 — 25,937 Used equipment sales 29,226 7,774 — 37,000 Parts sales 26,188 4,115 — 30,303 Services revenues 35,794 6,467 — 42,261 Other 1,288 (42 ) — 1,246 Gross profit 287,224 58,508 — 345,732 Selling, general and administrative expenses 183,235 36,991 — 220,226 Equity in earnings of guarantor subsidiaries 8,428 — (8,428 ) — Gain from sales of property and equipment, net 2,255 482 — 2,737 Income from operations 114,672 21,999 (8,428 ) 128,243 Other income (expense): Interest expense (40,303 ) (13,727 ) — (54,030 ) Other, net 1,307 156 — 1,463 Total other expense, net (38,996 ) (13,571 ) — (52,567 ) Income before provision for income taxes 75,676 8,428 (8,428 ) 75,676 Provision for income taxes 31,371 — — 31,371 Net income $ 44,305 $ 8,428 $ (8,428 ) $ 44,305 CONDENSED CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 2014 H&E Equipment Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 338,708 $ 65,402 $ — $ 404,110 New equipment sales 278,869 49,167 — 328,036 Used equipment sales 99,864 23,309 — 123,173 Parts sales 99,013 14,719 — 113,732 Services revenues 52,227 9,065 — 61,292 Other 49,510 10,559 — 60,069 Total revenues 918,191 172,221 — 1,090,412 Cost of revenues: Rental depreciation 122,763 23,292 — 146,055 Rental expense 50,832 11,084 — 61,916 New equipment sales 245,423 44,103 — 289,526 Used equipment sales 68,739 16,197 — 84,936 Parts sales 70,769 10,337 — 81,106 Services revenues 18,231 3,276 — 21,507 Other 46,851 10,577 — 57,428 Total cost of revenues 623,608 118,866 — 742,474 Gross profit (loss): Equipment rentals 165,113 31,026 — 196,139 New equipment sales 33,446 5,064 — 38,510 Used equipment sales 31,125 7,112 — 38,237 Parts sales 28,244 4,382 — 32,626 Services revenues 33,996 5,789 — 39,785 Other 2,659 (18 ) — 2,641 Gross profit 294,583 53,355 — 347,938 Selling, general and administrative expenses 170,449 36,031 — 206,480 Equity in earnings of guarantor subsidiaries 5,711 — (5,711 ) — Gain from sales of property and equipment, net 1,870 416 — 2,286 Income from operations 131,715 17,740 (5,711 ) 143,744 Other income (expense): Interest expense (40,147 ) (12,206 ) — (52,353 ) Other, net 1,116 177 — 1,293 Total other expense, net (39,031 ) (12,029 ) — (51,060 ) Income before provision for income taxes 92,684 5,711 (5,711 ) 92,684 Provision for income taxes 37,545 — — 37,545 Net income $ 55,139 $ 5,711 $ (5,711 ) $ 55,139 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2016 H&E Equipment Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income $ 37,172 $ 11,416 $ (11,416 ) $ 37,172 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization on property and equipment 24,194 3,088 — 27,282 Depreciation on rental equipment 134,484 27,931 — 162,415 Amortization of deferred financing costs 1,052 — — 1,052 Accretion of note discount, net of premium amortization 168 — — 168 Provision for losses on accounts receivable 2,616 521 — 3,137 Provision for inventory obsolescence 127 — — 127 Provision for deferred income taxes 21,578 — — 21,578 Stock-based compensation expense 3,037 — — 3,037 Gain from sales of property and equipment, net (2,789 ) (496 ) — (3,285 ) Gain from sales of rental equipment, net (22,780 ) (6,223 ) — (29,003 ) Equity in earnings of guarantor subsidiaries (11,416 ) — 11,416 — Changes in operating assets and liabilities: Receivables 8,783 (4,629 ) — 4,154 Inventories 5,785 (1,518 ) — 4,267 Prepaid expenses and other assets 2,566 (25 ) — 2,541 Accounts payable (27,771 ) 426 — (27,345 ) Manufacturer flooring plans payable (31,534 ) (119 ) — (31,653 ) Accrued expenses payable and other liabilities 2,263 (596 ) — 1,667 Deferred compensation payable (332 ) — — (332 ) Net cash provided by operating activities 147,203 29,776 — 176,979 Cash flows from investing activities: Purchases of property and equipment (19,505 ) (3,390 ) — (22,895 ) Purchases of rental equipment (138,562 ) (41,147 ) — (179,709 ) Proceeds from sales of property and equipment 3,190 615 — 3,805 Proceeds from sales of rental equipment 67,282 17,107 — 84,389 Investment in subsidiaries 2,749 — (2,749 ) — Net cash used in investing activities (84,846 ) (26,815 ) (2,749 ) (114,410 ) Cash flows from financing activities: Purchases of treasury stock (561 ) — — (561 ) Borrowings on senior secured credit facility 966,146 — — 966,146 Payments on senior secured credit facility (988,361 ) — — (988,361 ) Dividends paid (39,057 ) (9 ) — (39,066 ) Payments of capital lease obligations — (203 ) — (203 ) Capital contributions — (2,749 ) 2,749 — Net cash used in financing activities (61,833 ) (2,961 ) 2,749 (62,045 ) Net decrease in cash 524 — — 524 Cash, beginning of year 7,159 — — 7,159 Cash, end of year $ 7,683 $ — $ — $ 7,683 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2015 H&E Equipment Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income $ 44,305 $ 8,428 $ (8,428 ) $ 44,305 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization on property and equipment 21,443 2,925 — 24,368 Depreciation on rental equipment 135,511 26,578 — 162,089 Amortization of deferred financing costs 1,036 — — 1,036 Accretion of note discount, net of premium amortization 168 — — 168 Provision for losses on accounts receivable 3,223 218 — 3,441 Provision for inventory obsolescence 295 — — 295 Provision for deferred income taxes 30,651 — — 30,651 Stock-based compensation expense 2,655 — — 2,655 Gain from sales of property and equipment, net (2,255 ) (482 ) — (2,737 ) Gain from sales of rental equipment, net (27,732 ) (7,402 ) — (35,134 ) Equity in earnings of guarantor subsidiaries (8,428 ) — 8,428 — Changes in operating assets and liabilities: Receivables 9,817 3,749 — 13,566 Inventories (12,168 ) (2,349 ) — (14,517 ) Prepaid expenses and other assets (882 ) (26 ) — (908 ) Accounts payable 13,298 138 — 13,436 Manufacturer flooring plans payable (31,167 ) — — (31,167 ) Accrued expenses payable and other liabilities (4,604 ) (391 ) — (4,995 ) Deferred compensation payable 68 — — 68 Net cash provided by operating activities 175,234 31,386 — 206,620 Cash flows from investing activities: Purchases of property and equipment (23,989 ) (2,808 ) — (26,797 ) Purchases of rental equipment (143,840 ) (34,932 ) — (178,772 ) Proceeds from sales of property and equipment 3,738 551 — 4,289 Proceeds from sales of rental equipment 80,093 19,428 — 99,521 Investment in subsidiaries 13,426 — (13,426 ) — Net cash used in investing activities (70,572 ) (17,761 ) (13,426 ) (101,759 ) Cash flows from financing activities: Purchases of treasury stock (470 ) — — (470 ) Borrowing on senior secured credit facility 982,961 — — 982,961 Payments on senior secured credit facility (1,058,023 ) — — (1,058,023 ) Payments of deferred financing cost (725 ) — — (725 ) Dividends paid (37,107 ) (7 ) — (37,114 ) Payments of capital lease obligations — (192 ) — (192 ) Capital contributions — (13,426 ) 13,426 - Net cash used in financing activities (113,364 ) (13,625 ) 13,426 (113,563 ) Net decrease in cash (8,702 ) — — (8,702 ) Cash, beginning of year 15,861 — — 15,861 Cash, end of year $ 7,159 $ — $ — $ 7,159 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2014 H&E Equipment Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income $ 55,139 $ 5,711 $ (5,711 ) $ 55,139 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization on property and equipment 18,025 2,434 — 20,459 Depreciation on rental equipment 122,763 23,292 — 146,055 Amortization of deferred financing costs 934 — — 934 Accretion of note discount, net of premium amortization 168 — — 168 Provision for losses on accounts receivable 2,428 431 — 2,859 Provision for inventory obsolescence 159 — — 159 Provision for deferred income taxes 36,795 — — 36,795 Stock-based compensation expense 2,598 — — 2,598 Gain from sales of property and equipment, net (1,870 ) (416 ) — (2,286 ) Gain from sales of rental equipment, net (28,750 ) (7,019 ) — (35,769 ) Equity in earnings of guarantor subsidiaries (5,711 ) — 5,711 — Changes in operating assets and liabilities: Receivables (25,100 ) (10,124 ) — (35,224 ) Inventories (61,693 ) (5,030 ) — (66,723 ) Prepaid expenses and other assets (3,174 ) 52 — (3,122 ) Accounts payable (10,126 ) (4,312 ) — (14,438 ) Manufacturer flooring plans payable 44,538 — — 44,538 Accrued expenses payable and other liabilities 7,437 (1,327 ) — 6,110 Deferred compensation payable 66 — — 66 Net cash provided by operating activities 154,626 (3,692 ) — 158,318 Cash flows from investing activities: Purchases of property and equipment (30,849 ) (2,386 ) — (33,235 ) Purchases of rental equipment (299,387 ) (69,104 ) — (368,491 ) Proceeds from sales of property and equipment 2,241 1,416 — 3,657 Proceeds from sales of rental equipment 79,991 21,435 — 101,426 Investment in subsidiaries (45,126 ) — 45,126 — Net cash used in investing activities (293,130 ) (48,639 ) 45,126 (296,643 ) Cash flows from financing activities: Purchases of treasury stock (1,467 ) — — (1,467 ) Borrowing on senior secured credit facility 1,235,630 — — 1,235,630 Payments on senior secured credit facility (1,078,171 ) — — (1,078,171 ) Payments of deferred financing cost (909 ) — — (909 ) Dividends paid (18,325 ) — — (18,325 ) Payments of capital lease obligations — (179 ) — (179 ) Capital contributions — 45,126 (45,126 ) — Net cash provided by financing activities 136,758 44,947 (45,126 ) 136,579 Net decrease in cash (1,746 ) — — (1,746 ) Cash, beginning of year 17,607 — — 17,607 Cash, end of year $ 15,861 $ — $ — $ 15,861 |