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 June 30, 2018 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Assets: Cash $ 9,579 $ — $ — $ 9,579 Receivables, net 142,318 33,418 — 175,736 Inventories, net 141,811 20,962 — 162,773 Prepaid expenses and other assets 9,496 175 — 9,671 Rental equipment, net 936,036 154,344 — 1,090,380 Property and equipment, net 95,147 16,929 — 112,076 Deferred financing costs, net 3,375 — — 3,375 Investment in guarantor subsidiaries 246,373 — (246,373 ) — Intangible assets, net 30,215 30,215 Goodwill 76,317 29,526 — 105,843 Total assets $ 1,690,667 $ 255,354 $ (246,373 ) $ 1,699,648 Liabilities and Stockholders’ Equity: Amounts due on senior secured credit facility $ 132,663 $ — $ — $ 132,663 Accounts payable 143,651 10,900 — 154,551 Manufacturer flooring plans payable 27,851 909 — 28,760 Accrued expenses payable and other liabilities 73,524 (3,607 ) — 69,917 Dividends payable 126 (50 ) — 76 Senior unsecured notes 944,388 — — 944,388 Capital leases payable — 829 — 829 Deferred income taxes 137,162 — — 137,162 Deferred compensation payable 1,946 — — 1,946 Total liabilities 1,461,311 8,981 — 1,470,292 Stockholders’ equity 229,356 246,373 (246,373 ) 229,356 Total liabilities and stockholders’ equity $ 1,690,667 $ 255,354 $ (246,373 ) $ 1,699,648 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 June 30, 2018 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 123,457 $ 20,372 $ — $ 143,829 New equipment sales 55,700 12,839 — 68,539 Used equipment sales 26,162 5,978 — 32,140 Parts sales 26,087 4,194 — 30,281 Services revenues 13,979 2,809 — 16,788 Other 15,777 3,010 — 18,787 Total revenues 261,162 49,202 — 310,364 Cost of revenues: Rental depreciation 43,950 7,221 — 51,171 Rental expense 18,866 3,207 — 22,073 New equipment sales 49,712 11,514 — 61,226 Used equipment sales 17,559 4,213 — 21,772 Parts sales 18,987 2,944 — 21,931 Services revenues 4,755 997 — 5,752 Other 15,329 3,007 — 18,336 Total cost of revenues 169,158 33,103 — 202,261 Gross profit: Equipment rentals 60,641 9,944 — 70,585 New equipment sales 5,988 1,325 — 7,313 Used equipment sales 8,603 1,765 — 10,368 Parts sales 7,100 1,250 — 8,350 Services revenues 9,224 1,812 — 11,036 Other 448 3 — 451 Gross profit 92,004 16,099 — 108,103 Selling, general and administrative expenses 57,738 11,308 — 69,046 Merger costs 68 — — 68 Equity in earnings of guarantor subsidiaries 2,490 — (2,490 ) — Gain on sales of property and equipment, net 4,023 91 — 4,114 Income from operations 40,711 4,882 (2,490 ) 43,103 Other income (expense): Interest expense (13,247 ) (2,446 ) — (15,693 ) Other, net 405 54 — 459 Total other expense, net (12,842 ) (2,392 ) — (15,234 ) Income before income taxes 27,869 2,490 (2,490 ) 27,869 Income tax expense 7,098 — — 7,098 Net income $ 20,771 $ 2,490 $ (2,490 ) $ 20,771 CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended June 30, 2017 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 96,709 $ 21,661 $ — $ 118,370 New equipment sales 38,819 6,850 — 45,669 Used equipment sales 19,333 4,773 — 24,106 Parts sales 25,458 4,267 — 29,725 Services revenues 13,395 2,549 — 15,944 Other 12,590 2,959 — 15,549 Total revenues 206,304 43,059 — 249,363 Cost of revenues: Rental depreciation 34,542 7,296 — 41,838 Rental expense 16,740 3,422 — 20,162 New equipment sales 34,315 6,135 — 40,450 Used equipment sales 14,056 2,946 — 17,002 Parts sales 18,712 3,010 — 21,722 Services revenues 4,479 853 — 5,332 Other 12,567 2,950 — 15,517 Total cost of revenues 135,411 26,612 — 162,023 Gross profit: Equipment rentals 45,427 10,943 — 56,370 New equipment sales 4,504 715 — 5,219 Used equipment sales 5,277 1,827 — 7,104 Parts sales 6,746 1,257 — 8,003 Services revenues 8,916 1,696 — 10,612 Other 23 9 — 32 Gross profit 70,893 16,447 — 87,340 Selling, general and administrative expenses 52,766 7,041 — 59,807 Equity in earnings of guarantor subsidiaries 1,212 — (1,212 ) — Gain on sales of property and equipment, net 905 230 — 1,135 Income from operations 20,244 9,636 (1,212 ) 28,668 Other income (expense): Interest expense (7,407 ) (5,966 ) — (13,373 ) Other, net 274 99 — 373 Total other expense, net (7,133 ) (5,867 ) — (13,000 ) Income before income taxes 13,111 3,769 (1,212 ) 15,668 Income tax expense 5,790 — — 5,790 Net income $ 7,321 $ 3,769 $ (1,212 ) $ 9,878 CONDENSED CONSOLIDATING STATEMENT OF INCOME Six Months Ended June 30, 2018 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 234,291 $ 38,899 $ — $ 273,190 New equipment sales 95,601 19,431 — 115,032 Used equipment sales 46,388 10,605 — 56,993 Parts sales 50,434 7,998 — 58,432 Services revenues 26,761 5,063 — 31,824 Other 29,719 5,656 — 35,375 Total revenues 483,194 87,652 — 570,846 Cost of revenues: Rental depreciation 83,509 14,131 — 97,640 Rental expense 37,126 6,219 — 43,345 New equipment sales 84,795 17,276 — 102,071 Used equipment sales 31,391 7,318 — 38,709 Parts sales 36,943 5,605 — 42,548 Services revenues 9,117 1,685 — 10,802 Other 29,245 5,798 — 35,043 Total cost of revenues 312,126 58,032 — 370,158 Gross profit (loss): Equipment rentals 113,656 18,549 — 132,205 New equipment sales 10,806 2,155 — 12,961 Used equipment sales 14,997 3,287 — 18,284 Parts sales 13,491 2,393 — 15,884 Services revenues 17,644 3,378 — 21,022 Other 474 (142 ) — 332 Gross profit 171,068 29,620 — 200,688 Selling, general and administrative expenses 112,746 22,180 — 134,926 Merger costs 220 — — 220 Equity in earnings of guarantor subsidiaries 2,948 — (2,948 ) — Gain on sales of property and equipment, net 4,737 150 — 4,887 Income from operations 65,787 7,590 (2,948 ) 70,429 Other income (expense): Interest expense (25,596 ) (4,750 ) — (30,346 ) Other, net 746 108 — 854 Total other expense, net (24,850 ) (4,642 ) — (29,492 ) Income before income taxes 40,937 2,948 (2,948 ) 40,937 Income tax expense 10,688 — — 10,688 Net income $ 30,249 $ 2,948 $ (2,948 ) $ 30,249 CONDENSED CONSOLIDATING STATEMENT OF INCOME Six Months Ended June 30, 2017 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 184,992 $ 40,695 $ — $ 225,687 New equipment sales 68,494 11,449 — 79,943 Used equipment sales 42,474 10,495 — 52,969 Parts sales 48,599 8,126 — 56,725 Services revenues 26,090 4,934 — 31,024 Other 24,342 5,501 — 29,843 Total revenues 394,991 81,200 — 476,191 Cost of revenues: Rental depreciation 68,290 14,451 — 82,741 Rental expense 31,976 6,560 — 38,536 New equipment sales 60,685 10,146 — 70,831 Used equipment sales 30,155 6,708 — 36,863 Parts sales 35,437 5,721 — 41,158 Services revenues 8,690 1,641 — 10,331 Other 24,820 5,899 — 30,719 Total cost of revenues 260,053 51,126 — 311,179 Gross profit (loss): Equipment rentals 84,726 19,684 — 104,410 New equipment sales 7,809 1,303 — 9,112 Used equipment sales 12,319 3,787 — 16,106 Parts sales 13,162 2,405 — 15,567 Services revenues 17,400 3,293 — 20,693 Other (478 ) (398 ) — (876 ) Gross profit 134,938 30,074 — 165,012 Selling, general and administrative expenses 103,001 14,124 — 117,125 Equity in earnings of guarantor subsidiaries 4,981 — (4,981 ) — Gain on sales of property and equipment, net 1,629 477 — 2,106 Income from operations 38,547 16,427 (4,981 ) 49,993 Other income (expense): Interest expense (14,970 ) (11,635 ) — (26,605 ) Other, net 621 189 — 810 Total other expense, net (14,349 ) (11,446 ) — (25,795 ) Income before income taxes 24,198 4,981 (4,981 ) 24,198 Income tax expense 8,930 — — 8,930 Net income $ 15,268 $ 4,981 $ (4,981 ) $ 15,268 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2018 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income $ 30,249 $ 2,948 $ (2,948 ) $ 30,249 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization on property and equipment 10,606 1,479 — 12,085 Depreciation of rental equipment 83,509 14,131 — 97,640 Amortization of intangible assets 1,485 — — 1,485 Amortization of deferred financing costs 557 — — 557 Accretion of note discount, net of premium amortization 239 — — 239 Provision for losses on accounts receivable 1,195 484 — 1,679 Provision for inventory obsolescence 71 — — 71 Change in deferred income taxes 10,743 — — 10,743 Stock-based compensation expense 2,081 — — 2,081 Gain from sales of property and equipment, net (4,737 ) (150 ) — (4,887 ) Gain from sales of rental equipment, net (14,717 ) (3,289 ) — (18,006 ) Equity in earnings of guarantor subsidiaries (2,948 ) — 2,948 — Changes in operating assets and liabilities: Receivables 5,599 3,522 — 9,121 Inventories (90,519 ) (13,112 ) — (103,631 ) Prepaid expenses and other assets (95 ) (33 ) — (128 ) Accounts payable 59,775 (70 ) — 59,705 Manufacturer flooring plans payable 7,551 (793 ) — 6,758 Accrued expenses payable and other liabilities 1,395 (1,784 ) — (389 ) Deferred compensation payable 43 — — 43 Net cash provided by operating activities 102,082 3,333 — 105,415 Cash flows from investing activities: Acquisition of business, net of cash acquired (196,027 ) — (196,027 ) Purchases of property and equipment (12,990 ) (6,571 ) — (19,561 ) Purchases of rental equipment (189,589 ) (28,239 ) — (217,828 ) Proceeds from sales of property and equipment 6,537 150 — 6,687 Proceeds from sales of rental equipment 41,946 10,231 — 52,177 Investment in subsidiaries (21,208 ) — 21,208 — Net cash used in investing activities. (371,331 ) (24,429 ) 21,208 (374,552 ) Cash flows from financing activities: Borrowings on senior secured credit facility 735,775 — — 735,775 Payments on senior secured credit facility (603,112 ) — — (603,112 ) Dividends paid (19,616 ) (3 ) — (19,619 ) Payment of deferred financing costs (97 ) — — (97 ) Payments on capital lease obligations — (109 ) — (109 ) Capital contributions — 21,208 (21,208 ) — Net cash provided by financing activities 112,950 21,096 (21,208 ) 112,838 Net decrease in cash (156,299 ) — — (156,299 ) Cash, beginning of period 165,878 — — 165,878 Cash, end of period $ 9,579 $ — $ — $ 9,579 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2017 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income $ 15,268 $ 4,981 $ (4,981 ) $ 15,268 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization on property and equipment 10,535 1,580 — 12,115 Depreciation of rental equipment 68,290 14,451 — 82,741 Amortization of deferred financing costs 526 — — 526 Accretion of note discount, net of premium amortization 84 — — 84 Provision for losses on accounts receivable 1,484 374 — 1,858 Provision for inventory obsolescence 71 — — 71 Change in deferred income taxes 9,968 — — 9,968 Stock-based compensation expense 1,894 — — 1,894 Gain from sales of property and equipment, net (1,629 ) (477 ) — (2,106 ) Gain from sales of rental equipment, net (11,595 ) (3,754 ) — (15,349 ) Equity in earnings of guarantor subsidiaries (4,981 ) — 4,981 — Changes in operating assets and liabilities: Receivables (2,027 ) (1,247 ) — (3,274 ) Inventories (36,815 ) (12,770 ) — (49,585 ) Prepaid expenses and other assets (1,860 ) (51 ) — (1,911 ) Accounts payable 37,724 3,897 — 41,621 Manufacturer flooring plans payable (6,666 ) 1,710 — (4,956 ) Accrued expenses payable and other liabilities 2,855 860 — 3,715 Deferred compensation payable 27 — — 27 Net cash provided by operating activities 83,153 9,554 — 92,707 Cash flows from investing activities: Purchases of property and equipment (10,915 ) (1,222 ) — (12,137 ) Purchases of rental equipment (87,518 ) (25,428 ) — (112,946 ) Proceeds from sales of property and equipment 2,548 589 — 3,137 Proceeds from sales of rental equipment 35,760 10,253 — 46,013 Investment in subsidiaries (6,365 ) — 6,365 — Net cash used in investing activities (66,490 ) (15,808 ) 6,365 (75,933 ) Cash flows from financing activities: Borrowings on senior secured credit facility 484,252 — — 484,252 Payments on senior secured credit facility (482,042 ) — — (482,042 ) Dividends paid (19,561 ) (4 ) — (19,565 ) Payments on capital lease obligations — (107 ) — (107 ) Capital contributions — 6,365 (6,365 ) — Net cash provided by (used in) financing activities (17,351 ) 6,254 (6,365 ) (17,462 ) Net decrease in cash (688 ) — — (688 ) Cash, beginning of period 7,683 — — 7,683 Cash, end of period $ 6,995 $ — $ — $ 6,995 |