Condensed Consolidating Financial Information of Guarantor Subsidiaries | (12) 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. and Yellow Iron Merger Co. are not included within the consolidating financial statements because H&E Finance Corp. and Yellow Iron Merger Co. has no assets or operations. CONDENSED CONSOLIDATING BALANCE SHEET As of September 30, 2017 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Assets: Cash $ 6,184 $ — $ — $ 6,184 Receivables, net 124,955 27,868 — 152,823 Inventories, net 73,599 9,468 — 83,067 Prepaid expenses and other assets 8,935 184 — 9,119 Rental equipment, net 766,830 150,245 — 917,075 Property and equipment, net 91,867 9,305 — 101,172 Deferred financing costs, net 1,576 — — 1,576 Investment in guarantor subsidiaries 220,125 — (220,125 ) — Goodwill 1,671 29,526 — 31,197 Total assets $ 1,295,742 $ 226,596 $ (220,125 ) $ 1,302,213 Liabilities and Stockholders’ Equity: Amounts due on senior secured credit facility $ 77,197 $ — $ — $ 77,197 Accounts payable 77,858 3,696 — 81,554 Manufacturer flooring plans payable 21,703 1,583 — 23,286 Accrued expenses payable and other liabilities 54,190 (305 ) — 53,885 Dividends payable 165 (45 ) — 120 Senior unsecured notes 738,222 — — 738,222 Capital leases payable — 1,542 — 1,542 Deferred income taxes 184,706 — — 184,706 Deferred compensation payable 1,886 — — 1,886 Total liabilities 1,155,927 6,471 — 1,162,398 Stockholders’ equity 139,815 220,125 (220,125 ) 139,815 Total liabilities and stockholders’ equity $ 1,295,742 $ 226,596 $ (220,125 ) $ 1,302,213 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2016 H&E 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 STATEMENT OF INCOME Three Months Ended September 30, 2017 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 103,618 $ 21,998 $ — $ 125,616 New equipment sales 38,132 10,808 — 48,940 Used equipment sales 17,818 4,432 — 22,250 Parts sales 23,869 3,894 — 27,763 Services revenues 13,559 2,538 — 16,097 Other 15,112 3,384 — 18,496 Total revenues 212,108 47,054 — 259,162 Cost of revenues: Rental depreciation 35,886 7,369 — 43,255 Rental expense 16,630 3,358 — 19,988 New equipment sales 33,933 9,676 — 43,609 Used equipment sales 12,288 2,828 — 15,116 Parts sales 17,410 2,715 — 20,125 Services revenues 4,775 792 — 5,567 Other 14,467 3,009 — 17,476 Total cost of revenues 135,389 29,747 — 165,136 Gross profit: Equipment rentals 51,102 11,271 — 62,373 New equipment sales 4,199 1,132 — 5,331 Used equipment sales 5,530 1,604 — 7,134 Parts sales 6,459 1,179 — 7,638 Services revenues 8,784 1,746 — 10,530 Other 645 375 — 1,020 Gross profit 76,719 17,307 — 94,026 Selling, general and administrative expenses 44,408 10,795 — 55,203 Equity in earnings of guarantor subsidiaries 6,160 — (6,160 ) — Merger breakup fee proceeds, net of merger costs 6,506 — — 6,506 Gain on sales of property and equipment, net 342 1,983 — 2,325 Income from operations 45,319 8,495 (6,160 ) 47,654 Other income (expense): Interest expense (12,665 ) (2,395 ) — (15,060 ) Loss on early extinguishment of debt (25,363 ) — — (25,363 ) Other, net 286 60 — 346 Total other expense, net (37,742 ) (2,335 ) — (40,077 ) Income before income taxes 7,577 6,160 (6,160 ) 7,577 Income tax benefit (885 ) — — (885 ) Net income $ 8,462 $ 6,160 $ (6,160 ) $ 8,462 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: 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 Nine Months Ended September 30, 2017 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 288,610 $ 62,693 $ — $ 351,303 New equipment sales 106,626 22,257 — 128,883 Used equipment sales 60,292 14,927 — 75,219 Parts sales 69,569 11,494 — 81,063 Services revenues 39,650 7,471 — 47,121 Other 42,352 9,412 — 51,764 Total revenues 607,099 128,254 — 735,353 Cost of revenues: Rental depreciation 104,177 21,819 — 125,996 Rental expense 48,607 9,917 — 58,524 New equipment sales 94,617 19,823 — 114,440 Used equipment sales 42,442 9,537 — 51,979 Parts sales 50,627 8,069 — 58,696 Services revenues 13,464 2,434 — 15,898 Other 41,507 9,275 — 50,782 Total cost of revenues 395,441 80,874 — 476,315 Gross profit (loss): Equipment rentals 135,826 30,957 — 166,783 New equipment sales 12,009 2,434 — 14,443 Used equipment sales 17,850 5,390 — 23,240 Parts sales 18,942 3,425 — 22,367 Services revenues 26,186 5,037 — 31,223 Other 845 137 — 982 Gross profit 211,658 47,380 — 259,038 Selling, general and administrative expenses 140,522 31,806 — 172,328 Equity in earnings of guarantor subsidiaries 11,141 — (11,141 ) — Merger breakup fee proceeds, net of merger costs 6,506 — — 6,506 Gain on sales of property and equipment, net 1,971 2,460 — 4,431 Income from operations 90,754 18,034 (11,141 ) 97,647 Other income (expense): Interest expense (34,522 ) (7,143 ) — (41,665 ) Loss on early extinguishment of debt (25,363 ) — — (25,363 ) Other, net 906 250 — 1,156 Total other expense, net (58,979 ) (6,893 ) — (65,872 ) Income before income taxes 31,775 11,141 (11,141 ) 31,775 Income tax expense 8,045 — — 8,045 Net income $ 23,730 $ 11,141 $ (11,141 ) $ 23,730 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 CASH FLOWS Nine Months Ended September 30, 2017 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income $ 23,730 $ 11,141 $ (11,141 ) $ 23,730 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization on property and equipment 15,778 2,314 — 18,092 Depreciation of rental equipment 104,177 21,819 — 125,996 Amortization of deferred financing costs 785 — — 785 Accretion of note discount, net of premium amortization 239 — — 239 Provision for losses on accounts receivable 2,336 712 — 3,048 Provision for inventory obsolescence 151 — — 151 Change in deferred income taxes 7,752 — — 7,752 Stock-based compensation expense 2,614 — — 2,614 Loss on early extinguishment of debt 25,363 — — 25,363 Gain from sales of property and equipment, net (1,971 ) (2,460 ) — (4,431 ) Gain from sales of rental equipment, net (16,852 ) (5,344 ) — (22,196 ) Equity in earnings of guarantor subsidiaries (11,141 ) — 11,141 — Changes in operating assets and liabilities: Receivables (14,510 ) (1,301 ) — (15,811 ) Inventories (32,279 ) (6,651 ) — (38,930 ) Prepaid expenses and other assets (1,592 ) (14 ) — (1,606 ) Accounts payable 41,670 452 — 42,122 Manufacturer flooring plans payable (9,196 ) 1,702 — (7,494 ) Accrued expenses payable and other liabilities (4,711 ) 1,636 — (3,075 ) Deferred compensation payable 44 — — 44 Net cash provided by operating activities 132,387 24,006 — 156,393 Cash flows from investing activities: Purchases of property and equipment (14,618 ) (1,384 ) — (16,002 ) Purchases of rental equipment (154,057 ) (29,697 ) — (183,754 ) Proceeds from sales of property and equipment 2,914 3,851 — 6,765 Proceeds from sales of rental equipment 51,699 14,617 — 66,316 Investment in subsidiaries 11,225 — (11,225 ) — Net cash used in investing activities. (102,837 ) (12,613 ) (11,225 ) (126,675 ) Cash flows from financing activities: Purchases of treasury stock (753 ) (753 ) Borrowings on senior secured credit facility 732,840 — — 732,840 Payments on senior secured credit facility (818,285 ) — — (818,285 ) Dividends paid (29,363 ) (6 ) — (29,369 ) Principal payments on senior unsecured notes due 2022 (630,000 ) (630,000 ) Costs paid to tender and redeem senior unsecured notes due 2022 (23,336 ) (23,336 ) Proceeds from issuance of senior unsecured notes due 2025 750,000 750,000 Payments of deferred financing costs (12,152 ) (12,152 ) Payments on capital lease obligations — (162 ) — (162 ) Capital contributions — (11,225 ) 11,225 — Net cash used in financing activities (31,049 ) (11,393 ) 11,225 (31,217 ) Net decrease in cash (1,499 ) — — (1,499 ) Cash, beginning of period 7,683 — — 7,683 Cash, end of period $ 6,184 $ — $ — $ 6,184 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 |