Condensed Consolidating Financial Information of Guarantor Subsidiaries | (11) 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 March 31, 2018 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Assets: Cash $ 38,084 $ — $ — $ 38,084 Receivables, net 133,959 26,473 — 160,432 Inventories, net 129,609 19,092 — 148,701 Prepaid expenses and other assets 11,529 204 — 11,733 Rental equipment, net 813,882 140,198 — 954,080 Property and equipment, net 91,801 11,320 — 103,121 Deferred financing costs, net 3,563 — — 3,563 Investment in guarantor subsidiaries 217,062 — (217,062 ) — Intangible assets, net 21,195 — — 21,195 Goodwill 46,863 29,526 — 76,389 Total assets $ 1,507,547 $ 226,813 $ (217,062 ) $ 1,517,298 Liabilities and Stockholders’ Equity: Accounts payable $ 125,604 $ 10,584 $ — $ 136,188 Manufacturer flooring plans payable 27,443 669 — 28,112 Accrued expenses payable and other liabilities 59,813 (2,884 ) — 56,929 Dividends payable 237 (48 ) — 189 Senior unsecured notes 944,200 — — 944,200 Capital leases payable — 1,430 — 1,430 Deferred income taxes 130,580 — — 130,580 Deferred compensation payable 1,925 — — 1,925 Total liabilities 1,289,802 9,751 — 1,299,553 Stockholders’ equity 217,745 217,062 (217,062 ) 217,745 Total liabilities and stockholders’ equity $ 1,507,547 $ 226,813 $ (217,062 ) $ 1,517,298 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2017 H&E 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: 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 STATEMENT OF INCOME Three Months Ended March 31, 2018 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 110,834 $ 18,527 $ — $ 129,361 New equipment sales 39,901 6,592 — 46,493 Used equipment sales 20,226 4,627 — 24,853 Parts sales 24,347 3,804 — 28,151 Services revenues 12,782 2,254 — 15,036 Other 13,942 2,646 — 16,588 Total revenues 222,032 38,450 — 260,482 Cost of revenues: Rental depreciation 39,559 6,910 — 46,469 Rental expense 18,261 3,011 — 21,272 New equipment sales 35,083 5,762 — 40,845 Used equipment sales 13,832 3,105 — 16,937 Parts sales 17,956 2,661 — 20,617 Services revenues 4,361 689 — 5,050 Other 13,916 2,791 — 16,707 Total cost of revenues 142,968 24,929 — 167,897 Gross profit (loss): Equipment rentals 53,014 8,606 — 61,620 New equipment sales 4,818 830 — 5,648 Used equipment sales 6,394 1,522 — 7,916 Parts sales 6,391 1,143 — 7,534 Services revenues 8,421 1,565 — 9,986 Other 26 (145 ) — (119 ) Gross profit 79,064 13,521 — 92,585 Selling, general and administrative expenses 55,009 10,871 — 65,880 Merger costs 152 — — 152 Equity in earnings of guarantor subsidiaries 458 — (458 ) — Gain on sales of property and equipment, net (714 ) (59 ) — (773 ) Income from operations 25,075 2,709 (458 ) 27,326 Other income (expense): Interest expense (12,349 ) (2,304 ) — (14,653 ) Other, net 342 53 — 395 Total other expense, net (12,007 ) (2,251 ) — (14,258 ) Income before income taxes 13,068 458 (458 ) 13,068 Income tax expense 3,590 — — 3,590 Net income $ 9,478 $ 458 $ (458 ) $ 9,478 CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended March 31, 2017 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 88,283 $ 19,034 $ — $ 107,317 New equipment sales 29,675 4,599 — 34,274 Used equipment sales 23,142 5,721 — 28,863 Parts sales 23,141 3,859 — 27,000 Services revenues 12,695 2,385 — 15,080 Other 11,752 2,542 — 14,294 Total revenues 188,688 38,140 — 226,828 Cost of revenues: Rental depreciation 33,748 7,155 — 40,903 Rental expense 15,237 3,137 — 18,374 New equipment sales 26,370 4,011 — 30,381 Used equipment sales 16,098 3,763 — 19,861 Parts sales 16,726 2,710 — 19,436 Services revenues 4,210 789 — 4,999 Other 12,253 2,949 — 15,202 Total cost of revenues 124,642 24,514 — 149,156 Gross profit (loss): Equipment rentals 39,298 8,742 — 48,040 New equipment sales 3,305 588 — 3,893 Used equipment sales 7,044 1,958 — 9,002 Parts sales 6,415 1,149 — 7,564 Services revenues 8,485 1,596 — 10,081 Other (501 ) (407 ) — (908 ) Gross profit 64,046 13,626 — 77,672 Selling, general and administrative expenses 46,886 10,432 — 57,318 Equity in earnings of guarantor subsidiaries 1,212 — (1,212 ) — Gain on sales of property and equipment, net (724 ) (247 ) — (971 ) Income from operations 19,096 3,441 (1,212 ) 21,325 Other income (expense): Interest expense (10,913 ) (2,319 ) — (13,232 ) Other, net 347 90 — 437 Total other expense, net (10,566 ) (2,229 ) — (12,795 ) Income before income taxes 8,530 1,212 (1,212 ) 8,530 Income tax expense 3,140 — — 3,140 Net income $ 5,390 $ 1,212 $ (1,212 ) $ 5,390 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2018 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income $ 9,478 $ 458 $ (458 ) $ 9,478 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization on property and equipment 5,163 721 — 5,884 Depreciation of rental equipment 39,559 6,910 — 46,469 Amortization of intangible assets 705 — — 705 Amortization of deferred financing costs 289 — — 289 Accretion of note discount, net of premium amortization 120 — — 120 Provision for losses on accounts receivable 593 224 — 817 Provision for inventory obsolescence 67 — — 67 Change in deferred income taxes 4,456 — — 4,456 Stock-based compensation expense 1,319 — — 1,319 Gain from sales of property and equipment, net (714 ) (59 ) — (773 ) Gain from sales of rental equipment, net (6,228 ) (1,517 ) — (7,745 ) Equity in earnings of guarantor subsidiaries (458 ) — 458 — Changes in operating assets and liabilities: Receivables 11,687 10,727 — 22,414 Inventories (78,456 ) (10,218 ) — (88,674 ) Prepaid expenses and other assets (2,175 ) (62 ) — (2,237 ) Accounts payable 45,770 (386 ) — 45,384 Manufacturer flooring plans payable 7,143 (1,033 ) — 6,110 Accrued expenses payable and other liabilities (15,286 ) (513 ) — (15,799 ) Deferred compensation payable 22 — — 22 Net cash provided by operating activities 23,054 5,252 — 28,306 Cash flows from investing activities: Acquisition of business, net of cash acquired (125,207 ) — — (125,207 ) Purchases of property and equipment (4,301 ) (204 ) — (4,505 ) Purchases of rental equipment (36,688 ) (3,966 ) — (40,654 ) Proceeds from sales of property and equipment 726 59 — 785 Proceeds from sales of rental equipment 18,901 4,529 — 23,430 Investment in subsidiaries 5,613 — (5,613 ) — Net cash provided by (used in) investing activities (140,956 ) 418 (5,613 ) (146,151 ) Cash flows from financing activities: Borrowings on senior secured credit facility 294,229 — — 294,229 Payments on senior secured credit facility (294,229 ) — — (294,229 ) Dividends paid (9,804 ) — — (9,804 ) Payments of deferred financing costs (88 ) — — (88 ) Payments on capital lease obligations — (57 ) — (57 ) Capital contributions — (5,613 ) 5,613 — Net cash used in financing activities (9,892 ) (5,670 ) 5,613 (9,949 ) Net decrease in cash (127,794 ) — — (127,794 ) Cash, beginning of period 165,878 — — 165,878 Cash, end of period $ 38,084 $ — $ — $ 38,084 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2017 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income $ 5,390 $ 1,212 $ (1,212 ) $ 5,390 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization on property and equipment 5,301 794 — 6,095 Depreciation of rental equipment 33,748 7,155 — 40,903 Amortization of deferred financing costs 262 — — 262 Accretion of note discount, net of premium amortization 42 — — 42 Provision for losses on accounts receivable 726 259 — 985 Provision for inventory obsolescence 21 — — 21 Change in deferred income taxes 4,382 — — 4,382 Stock-based compensation expense 1,181 — — 1,181 Gain from sales of property and equipment, net (724 ) (247 ) — (971 ) Gain from sales of rental equipment, net (6,670 ) (1,929 ) — (8,599 ) Equity in earnings of guarantor subsidiaries (1,212 ) — 1,212 - Changes in operating assets and liabilities: - Receivables (1,064 ) 716 — (348 ) Inventories (38,215 ) (6,587 ) — (44,802 ) Prepaid expenses and other assets (4,039 ) (57 ) — (4,096 ) Accounts payable 33,160 2,294 — 35,454 Manufacturer flooring plans payable 6,034 126 — 6,160 Accrued expenses payable and other liabilities (11,879 ) 410 — (11,469 ) Deferred compensation payable 17 — — 17 Net cash provided by operating activities 26,461 4,146 — 30,607 Cash flows from investing activities: Purchases of property and equipment (5,474 ) (330 ) — (5,804 ) Purchases of rental equipment (25,444 ) (8,535 ) — (33,979 ) Proceeds from sales of property and equipment 1,590 258 — 1,848 Proceeds from sales of rental equipment 19,251 5,552 — 24,803 Investment in subsidiaries 1,036 — (1,036 ) - Net cash used in investing activities (9,041 ) (3,055 ) (1,036 ) (13,132 ) Cash flows from financing activities: Borrowings on senior secured credit facility 228,254 — — 228,254 Payments on senior secured credit facility (238,536 ) — — (238,536 ) Dividends paid (9,781 ) (2 ) — (9,783 ) Payments on capital lease obligations — (53 ) — (53 ) Capital contributions — (1,036 ) 1,036 - Net cash used in financing activities (20,063 ) (1,091 ) 1,036 (20,118 ) Net decrease in cash (2,643 ) — — (2,643 ) Cash, beginning of period 7,683 — — 7,683 Cash, end of period $ 5,040 $ — $ — $ 5,040 |