Consolidating Financial Information of Guarantor Subsidiaries | (19) 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. have no assets or operations. CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2017 H&E Equipment Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Assets: Cash $ 165,878 $ — $ — $ 165,878 Receivables, net 138,657 37,424 — 176,081 Inventories, net 63,828 11,176 — 75,004 Prepaid expenses and other assets 9,030 142 — 9,172 Rental equipment, net 760,972 143,852 — 904,824 Property and equipment, net 89,952 11,837 — 101,789 Deferred financing costs, net 3,772 — — 3,772 Investment in guarantor subsidiaries 222,217 — (222,217 ) — Goodwill 1,671 29,526 — 31,197 Total assets $ 1,455,977 $ 233,957 $ (222,217 ) $ 1,467,717 Liabilities and Stockholders’ Equity: Amount due on senior secured credit facility $ - $ — $ — $ - Accounts payable 78,811 10,970 — 89,781 Manufacturer flooring plans payable 20,300 1,702 — 22,002 Accrued expenses payable and other liabilities 67,466 (2,371 ) — 65,095 Dividends payable 197 (47 ) — 150 Senior unsecured notes 944,088 — — 944,088 Capital leases payable — 1,486 — 1,486 Deferred income taxes 126,419 — — 126,419 Deferred compensation payable 1,903 — — 1,903 Total liabilities 1,239,184 11,740 — 1,250,924 Stockholders’ equity 216,793 222,217 (222,217 ) 216,793 Total liabilities and stockholders’ equity $ 1,455,977 $ 233,957 $ (222,217 ) $ 1,467,717 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 STATEMENT OF INCOME Year Ended December 31, 2017 H&E Equipment Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 395,275 $ 83,741 $ — $ 479,016 New equipment sales 166,730 36,571 — 203,301 Used equipment sales 84,741 22,588 — 107,329 Parts sales 92,073 15,311 — 107,384 Services revenues 52,807 10,066 — 62,873 Other 57,405 12,711 — 70,116 Total revenues 849,031 180,988 — 1,030,019 Cost of revenues: Rental depreciation 140,489 28,966 — 169,455 Rental expense 64,598 13,108 — 77,706 New equipment sales 148,163 32,539 — 180,702 Used equipment sales 59,481 14,651 — 74,132 Parts sales 66,974 10,739 — 77,713 Services revenues 17,851 3,260 — 21,111 Other 56,696 12,596 — 69,292 Total cost of revenues 554,252 115,859 — 670,111 Gross profit: Equipment rentals 190,188 41,667 — 231,855 New equipment sales 18,567 4,032 — 22,599 Used equipment sales 25,260 7,937 — 33,197 Parts sales 25,099 4,572 — 29,671 Services revenues 34,956 6,806 41,762 Other 709 115 — 824 Gross profit 294,779 65,129 — 359,908 Selling, general and administrative expenses 190,392 42,392 — 232,784 Equity in earnings of guarantor subsidiaries 16,136 — (16,136 ) — Merger breakup fee proceeds, net of merger costs 5,782 — 5,782 Gain from sales of property and equipment, net 2,435 2,574 — 5,009 Income from operations 128,740 25,311 (16,136 ) 137,915 Other income (expense): Interest expense (45,480 ) (9,478 ) — (54,958 ) Loss on early extinguishment of debt (25,363 ) — — (25,363 ) Other, net 1,447 303 — 1,750 Total other expense, net (69,396 ) (9,175 ) - (78,571 ) Income before benefit for income taxes 59,344 16,136 (16,136 ) 59,344 Benefit for income taxes (50,314 ) — — (50,314 ) Net income $ 109,658 $ 16,136 $ (16,136 ) $ 109,658 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 CASH FLOWS Year Ended December 31, 2017 H&E Equipment Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income $ 109,658 $ 16,136 $ (16,136 ) $ 109,658 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization on property and equipment 20,742 3,048 — 23,790 Depreciation on rental equipment 140,489 28,966 — 169,455 Amortization of deferred financing costs 1,046 — — 1,046 Accretion of note discount, net of premium amortization 274 — — 274 Provision for losses on accounts receivable 3,148 784 — 3,932 Provision for inventory obsolescence 161 — — 161 Change in deferred income taxes (50,535 ) — — (50,535 ) Stock-based compensation expense 3,526 — — 3,526 Loss on early extinguishment of debt 25,363 25,363 Gain from sales of property and equipment, net (2,435 ) (2,574 ) — (5,009 ) Gain from sales of rental equipment, net (24,063 ) (7,819 ) — (31,882 ) Equity in earnings of guarantor subsidiaries (16,136 ) — 16,136 — Changes in operating assets and liabilities: Receivables (29,083 ) (10,929 ) — (40,012 ) Inventories (23,221 ) (8,550 ) — (31,771 ) Prepaid expenses and other assets (1,687 ) 28 — (1,659 ) Accounts payable 42,623 7,726 — 50,349 Manufacturer flooring plans payable (10,599 ) 1,821 — (8,778 ) Accrued expenses payable and other liabilities 8,660 (430 ) — 8,230 Deferred compensation payable 61 — — 61 Net cash provided by operating activities 197,992 28,207 — 226,199 Cash flows from investing activities: Purchases of property and equipment (17,852 ) (4,663 ) — (22,515 ) Purchases of rental equipment (198,988 ) (35,221 ) — (234,209 ) Proceeds from sales of property and equipment 3,528 3,978 — 7,506 Proceeds from sales of rental equipment 74,090 22,053 — 96,143 Investment in subsidiaries 14,128 — (14,128 ) — Net cash used in investing activities (125,094 ) (13,853 ) (14,128 ) (153,075 ) Cash flows from financing activities: Purchases of treasury stock (783 ) — — (783 ) Borrowings on senior secured credit facility 1,193,544 — — 1,193,544 Payments on senior secured credit facility (1,356,186 ) — — (1,356,186 ) Dividends paid (39,164 ) (8 ) — (39,172 ) 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 958,500 — 958,500 Payments of deferred financing costs (17,278 ) — (17,278 ) Payments of capital lease obligations — (218 ) — (218 ) Capital contributions — (14,128 ) 14,128 — Net cash provided by (used in) financing activities 85,297 (14,354 ) 14,128 85,071 Net increase in cash 158,195 — — 158,195 Cash, beginning of year 7,683 — — 7,683 Cash, end of year $ 165,878 $ — $ — $ 165,878 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 Change in 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 deferred financing costs - — - 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 increase 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 Change in 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 |