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. are not included within the consolidating financial statements because H&E Finance Corp. has no assets or operations. CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2018 H&E Equipment Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Assets: Cash $ 16,677 $ — $ — $ 16,677 Receivables, net 166,393 35,163 — 201,556 Inventories, net 94,483 10,115 — 104,598 Prepaid expenses and other assets 10,382 126 — 10,508 Rental equipment, net 983,281 158,217 — 1,141,498 Property and equipment, net 98,251 16,870 — 115,121 Deferred financing costs, net 3,000 — — 3,000 Investment in guarantor subsidiaries 246,309 — (246,309 ) — Intangible assets, net 28,380 — — 28,380 Goodwill 76,317 29,526 — 105,843 Total assets $ 1,723,473 $ 250,017 $ (246,309 ) $ 1,727,181 Liabilities and Stockholders’ Equity: Amount due on senior secured credit facility $ 170,761 $ — $ — $ 170,761 Accounts payable 95,866 5,974 — 101,840 Manufacturer flooring plans payable 23,178 488 — 23,666 Accrued expenses payable and other liabilities 76,798 (3,427 ) — 73,371 Dividends payable 185 (53 ) — 132 Senior unsecured notes 944,780 — — 944,780 Capital leases payable — 726 — 726 Deferred income taxes 153,113 — — 153,113 Deferred compensation payable 1,989 — — 1,989 Total liabilities 1,466,670 3,708 — 1,470,378 Stockholders’ equity 256,803 246,309 (246,309 ) 256,803 Total liabilities and stockholders’ equity $ 1,723,473 $ 250,017 $ (246,309 ) $ 1,727,181 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 STATEMENT OF INCOME Year Ended December 31, 2018 H&E Equipment Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 506,620 $ 85,573 $ — $ 592,193 New equipment sales 207,564 55,384 — 262,948 Used equipment sales 102,005 23,120 — 125,125 Parts sales 103,586 16,868 — 120,454 Services revenues 53,534 9,954 — 63,488 Other 62,633 12,120 — 74,753 Total revenues 1,035,942 203,019 — 1,238,961 Cost of revenues: Rental depreciation 178,371 30,082 — 208,453 Rental expense 76,487 13,033 — 89,520 New equipment sales 183,164 48,893 — 232,057 Used equipment sales 69,960 16,092 — 86,052 Parts sales 76,425 11,838 — 88,263 Services revenues 18,100 3,228 — 21,328 Other 62,745 12,009 — 74,754 Total cost of revenues 665,252 135,175 — 800,427 Gross profit (loss): Equipment rentals 251,762 42,458 — 294,220 New equipment sales 24,400 6,491 — 30,891 Used equipment sales 32,045 7,028 — 39,073 Parts sales 27,161 5,030 — 32,191 Services revenues 35,434 6,726 — 42,160 Other (112 ) 111 — (1 ) Gross profit 370,690 67,844 — 438,534 Selling, general and administrative expenses 232,892 45,406 — 278,298 Equity in earnings of guarantor subsidiaries 13,247 — (13,247 ) — Merger costs 708 — — 708 Gain from sales of property and equipment, net 6,475 643 — 7,118 Income from operations 156,812 23,081 (13,247 ) 166,646 Other income (expense): Interest expense (53,681 ) (10,026 ) — (63,707 ) Other, net 1,532 192 — 1,724 Total other expense, net (52,149 ) (9,834 ) — (61,983 ) Income before provision for income taxes 104,663 13,247 (13,247 ) 104,663 Provision for income taxes 28,040 — — 28,040 Net income $ 76,623 $ 13,247 $ (13,247 ) $ 76,623 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 97,852 16,401 — 114,253 Services revenues 52,807 10,066 — 62,873 Other 51,627 11,620 — 63,247 Total revenues 849,032 180,987 — 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 71,603 11,532 — 83,135 Services revenues 17,851 3,260 — 21,111 Other 52,068 11,802 — 63,870 Total cost of revenues 554,253 115,858 — 670,111 Gross profit (loss): 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 26,249 4,869 — 31,118 Services revenues 34,956 6,806 — 41,762 Other (441 ) (182 ) — (623 ) 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 fees, 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 100,920 15,069 — 115,989 Services revenues 55,391 9,282 — 64,673 Other 47,461 11,189 — 58,650 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 73,587 10,740 — 84,327 Services revenues 18,963 2,876 — 21,839 Other 48,273 11,684 — 59,957 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 27,333 4,329 — 31,662 Services revenues 36,428 6,406 — 42,834 Other (812 ) (495 ) — (1,307 ) 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 CASH FLOWS Year Ended December 31, 2018 H&E Equipment Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income $ 76,623 $ 13,247 $ (13,247 ) $ 76,623 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization on property and equipment 21,570 3,023 — 24,593 Depreciation on rental equipment 178,371 30,082 — 208,453 Amortization of intangible assets 3,320 — — 3,320 Amortization of deferred financing costs 1,083 — — 1,083 Accretion of note discount, net of premium amortization 477 — — 477 Provision for losses on accounts receivable 2,065 676 — 2,741 Provision for inventory obsolescence 122 — — 122 Change in deferred income taxes 26,695 — — 26,695 Stock-based compensation expense 4,214 — — 4,214 Gain from sales of property and equipment, net (6,475 ) (643 ) — (7,118 ) Gain from sales of rental equipment, net (31,595 ) (6,757 ) — (38,352 ) Equity in earnings of guarantor subsidiaries (13,247 ) — 13,247 — Changes in operating assets and liabilities, net of acquisitions: Receivables (19,346 ) 1,585 — (17,761 ) Inventories (45,349 ) (2,881 ) — (48,230 ) Prepaid expenses and other assets (981 ) 16 — (965 ) Accounts payable 11,990 (4,996 ) — 6,994 Manufacturer flooring plans payable 2,878 (1,214 ) — 1,664 Accrued expenses payable and other liabilities 4,176 (1,604 ) — 2,572 Deferred compensation payable 86 — — 86 Net cash provided by operating activities 216,677 30,534 — 247,211 Cash flows from investing activities: Acquisition of business, net of cash acquired (196,027 ) — — (196,027 ) Purchases of property and equipment (26,903 ) (8,057 ) — (34,960 ) Purchases of rental equipment (362,780 ) (53,820 ) — (416,600 ) Proceeds from sales of property and equipment 8,617 644 — 9,261 Proceeds from sales of rental equipment 92,014 20,072 — 112,086 Investment in subsidiaries (10,845 ) — 10,845 — Net cash used in investing activities (495,924 ) (41,161 ) 10,845 (526,240 ) Cash flows from financing activities: Purchases of treasury stock (1,350 ) — — (1,350 ) Borrowings on senior secured credit facility 1,436,849 — — 1,436,849 Payments on senior secured credit facility (1,266,088 ) — — (1,266,088 ) Dividends paid (39,268 ) (6 ) — (39,274 ) Payments of deferred financing costs (97 ) — — (97 ) Payments of capital lease obligations — (212 ) — (212 ) Capital contributions — 10,845 (10,845 ) — Net cash provided by financing activities 130,046 10,627 (10,845 ) 129,828 Net decrease in cash (149,201 ) — — (149,201 ) Cash, beginning of year 165,878 — — 165,878 Cash, end of year $ 16,677 $ — $ — $ 16,677 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 2023 (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 ) Borrowing 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 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 |