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 September 30, 2018 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Assets: Cash $ 5,088 $ — $ — $ 5,088 Receivables, net 152,395 38,910 — 191,305 Inventories, net 97,099 16,153 — 113,252 Prepaid expenses and other assets 9,228 140 — 9,368 Rental equipment, net 989,228 164,016 — 1,153,244 Property and equipment, net 96,063 17,340 — 113,403 Deferred financing costs, net 3,188 — — 3,188 Investment in guarantor subsidiaries 259,298 — (259,298 ) — Intangible assets, net 29,285 — — 29,285 Goodwill 76,317 29,526 — 105,843 Total assets $ 1,717,189 $ 266,085 $ (259,298 ) $ 1,723,976 Liabilities and Stockholders’ Equity: Amounts due on senior secured credit facility $ 219,018 $ — $ — $ 219,018 Accounts payable 77,385 7,380 — 84,765 Manufacturer flooring plans payable 25,833 639 — 26,472 Accrued expenses payable and other liabilities 63,550 (1,959 ) — 61,591 Dividends payable 155 (51 ) — 104 Senior unsecured notes 944,584 — — 944,584 Capital leases payable — 778 — 778 Deferred income taxes 144,288 — — 144,288 Deferred compensation payable 1,968 — — 1,968 Total liabilities 1,476,781 6,787 — 1,483,568 Stockholders’ equity 240,408 259,298 (259,298 ) 240,408 Total liabilities and stockholders’ equity $ 1,717,189 $ 266,085 $ (259,298 ) $ 1,723,976 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 September 30, 2018 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 133,023 $ 23,014 $ — $ 156,037 New equipment sales 48,861 19,372 — 68,233 Used equipment sales 23,868 6,426 — 30,294 Parts sales 27,054 4,430 — 31,484 Services revenues 14,048 2,378 — 16,426 Other 16,494 3,173 — 19,667 Total revenues 263,348 58,793 — 322,141 Cost of revenues: Rental depreciation 47,142 7,918 — 55,060 Rental expense 19,527 3,409 — 22,936 New equipment sales 43,187 17,207 — 60,394 Used equipment sales 15,692 4,820 — 20,512 Parts sales 20,029 3,100 — 23,129 Services revenues 4,883 745 — 5,628 Other 16,570 3,182 — 19,752 Total cost of revenues 167,030 40,381 — 207,411 Gross profit (loss): Equipment rentals 66,354 11,687 — 78,041 New equipment sales 5,674 2,165 — 7,839 Used equipment sales 8,176 1,606 — 9,782 Parts sales 7,025 1,330 — 8,355 Services revenues 9,165 1,633 — 10,798 Other (76 ) (9 ) — (85 ) Gross profit 96,318 18,412 — 114,730 Selling, general and administrative expenses 58,938 11,408 — 70,346 Merger costs (net of merger breakup fee proceeds) 219 — — 219 Equity in earnings of guarantor subsidiaries 4,535 — (4,535 ) — Gain on sales of property and equipment, net 1,017 136 — 1,153 Income from operations 42,713 7,140 (4,535 ) 45,318 Other income (expense): Interest expense (14,073 ) (2,642 ) — (16,715 ) Other, net 331 37 — 368 Total other expense, net (13,742 ) (2,605 ) — (16,347 ) Income before income taxes 28,971 4,535 (4,535 ) 28,971 Income tax expense 7,657 — — 7,657 Net income $ 21,314 $ 4,535 $ (4,535 ) $ 21,314 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 25,356 4,178 — 29,534 Services revenues 13,559 2,538 — 16,097 Other 13,625 3,100 — 16,725 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 18,648 2,929 — 21,577 Services revenues 4,775 792 — 5,567 Other 13,229 2,795 — 16,024 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 6,708 1,249 — 7,957 Services revenues 8,784 1,746 — 10,530 Other 396 305 — 701 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 costs (net of merger breakup fee proceeds) (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 Nine Months Ended September 30, 2018 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 367,314 $ 61,913 $ — $ 429,227 New equipment sales 144,462 38,803 — 183,265 Used equipment sales 70,256 17,031 — 87,287 Parts sales 77,488 12,428 — 89,916 Services revenues 40,808 7,442 — 48,250 Other 46,214 8,828 — 55,042 Total revenues 746,542 146,445 — 892,987 Cost of revenues: Rental depreciation 130,650 22,050 — 152,700 Rental expense 56,653 9,628 — 66,281 New equipment sales 127,982 34,483 — 162,465 Used equipment sales 47,084 12,137 — 59,221 Parts sales 56,972 8,705 — 65,677 Services revenues 14,000 2,430 — 16,430 Other 45,815 8,980 — 54,795 Total cost of revenues 479,156 98,413 — 577,569 Gross profit (loss): Equipment rentals 180,011 30,235 — 210,246 New equipment sales 16,480 4,320 — 20,800 Used equipment sales 23,172 4,894 — 28,066 Parts sales 20,516 3,723 — 24,239 Services revenues 26,808 5,012 — 31,820 Other 399 (152 ) — 247 Gross profit 267,386 48,032 — 315,418 Selling, general and administrative expenses 171,683 33,589 — 205,272 Merger costs (net of merger breakup fee proceeds) 439 — — 439 Equity in earnings of guarantor subsidiaries 7,482 — (7,482 ) — Gain on sales of property and equipment, net 5,754 286 — 6,040 Income from operations 108,500 14,729 (7,482 ) 115,747 Other income (expense): Interest expense (39,669 ) (7,392 ) — (47,061 ) Other, net 1,077 145 — 1,222 Total other expense, net (38,592 ) (7,247 ) — (45,839 ) Income before income taxes 69,908 7,482 (7,482 ) 69,908 Income tax expense 18,345 — — 18,345 Net income $ 51,563 $ 7,482 $ (7,482 ) $ 51,563 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 73,955 12,304 — 86,259 Services revenues 39,650 7,471 — 47,121 Other 37,966 8,602 — 46,568 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 54,085 8,650 — 62,735 Services revenues 13,464 2,434 — 15,898 Other 38,049 8,694 — 46,743 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 20,099 3,425 — 23,524 Services revenues 26,186 5,037 — 31,223 Other (312 ) 137 — (175 ) 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 costs (net of merger breakup fee proceeds) (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 CASH FLOWS Nine Months Ended September 30, 2018 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income $ 51,563 $ 7,482 $ (7,482 ) $ 51,563 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization on property and equipment 16,106 2,261 — 18,367 Depreciation of rental equipment 130,650 22,050 — 152,700 Amortization of intangible assets 2,415 — — 2,415 Amortization of deferred financing costs 819 — — 819 Accretion of note discount, net of premium amortization 357 — — 357 Provision for losses on accounts receivable 1,474 582 — 2,056 Provision for inventory obsolescence 74 — — 74 Change in deferred income taxes 17,869 — — 17,869 Stock-based compensation expense 2,998 — — 2,998 Gain from sales of property and equipment, net (5,754 ) (286 ) — (6,040 ) Gain from sales of rental equipment, net (23,017 ) (4,624 ) — (27,641 ) Equity in earnings of guarantor subsidiaries (7,482 ) — 7,482 — Changes in operating assets and liabilities: Receivables (4,757 ) (2,068 ) — (6,825 ) Inventories (47,356 ) (8,999 ) — (56,355 ) Prepaid expenses and other assets 173 2 — 175 Accounts payable (6,491 ) (3,590 ) — (10,081 ) Manufacturer flooring plans payable 5,533 (1,063 ) — 4,470 Accrued expenses payable and other liabilities (8,665 ) (296 ) — (8,961 ) Deferred compensation payable 65 — — 65 Net cash provided by operating activities 126,574 11,451 — 138,025 Cash flows from investing activities: Acquisition of business, net of cash acquired (196,027 ) — (196,027 ) Purchases of property and equipment (19,274 ) (7,764 ) — (27,038 ) Purchases of rental equipment (302,878 ) (47,768 ) — (350,646 ) Proceeds from sales of property and equipment 7,672 286 — 7,958 Proceeds from sales of rental equipment 64,747 14,200 — 78,947 Investment in subsidiaries (29,599 ) — 29,599 — Net cash used in investing activities. (475,359 ) (41,046 ) 29,599 (486,806 ) Cash flows from financing activities: Purchases of treasury stock (1,323 ) — — (1,323 ) Borrowings on senior secured credit facility 1,142,811 — — 1,142,811 Payments on senior secured credit facility (923,793 ) — — (923,793 ) Dividends paid (29,443 ) (4 ) — (29,447 ) Payment of deferred financing costs (97 ) — — (97 ) Payments on capital lease obligations (160 ) — — (160 ) Capital contributions — 29,599 (29,599 ) — Net cash provided by financing activities 187,995 29,595 (29,599 ) 187,991 Net decrease in cash (160,790 ) — — (160,790 ) Cash, beginning of period 165,878 — — 165,878 Cash, end of period $ 5,088 $ — $ — $ 5,088 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 |