Condensed Consolidating Financial Information of Guarantor Subsidiaries | (12) 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, 2019 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Assets: Cash $ 6,442 $ — $ — $ 6,442 Receivables, net 162,111 26,232 — 188,343 Inventories, net 128,334 14,045 — 142,379 Prepaid expenses and other assets 12,512 134 — 12,646 Rental equipment, net 1,034,246 155,431 — 1,189,677 Property and equipment, net 101,467 17,292 — 118,759 Operating lease right-of-use assets, net 144,630 21,663 — 166,293 Finance lease right-of-use assets, net — 487 — 487 Deferred financing costs, net 3,347 — — 3,347 Investment in guarantor subsidiaries 235,830 — (235,830 ) — Intangible assets, net 34,729 — — 34,729 Goodwill 112,964 29,526 — 142,490 Total assets $ 1,976,612 $ 264,810 $ (235,830 ) $ 2,005,592 Liabilities and Stockholders’ Equity: Amounts due on senior secured credit facility $ 265,647 $ — $ — $ 265,647 Accounts payable 105,984 9,510 — 115,494 Manufacturer flooring plans payable 26,350 — — 26,350 Accrued expenses payable and other liabilities 64,947 (3,325 ) — 61,622 Dividends payable 147 (54 ) — 93 Senior unsecured notes, net 944,977 — — 944,977 Operating lease right-of-use liabilities 146,455 22,124 — 168,579 Finance lease right-of-use liabilities — 725 — 725 Deferred income taxes 158,090 — — 158,090 Deferred compensation payable 2,016 — — 2,016 Total liabilities 1,714,613 28,980 — 1,743,593 Stockholders’ equity 261,999 235,830 (235,830 ) 261,999 Total liabilities and stockholders’ equity $ 1,976,612 $ 264,810 $ (235,830 ) $ 2,005,592 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2018 H&E 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: Amounts due under 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, net 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 STATEMENT OF INCOME Three Months Ended March 31, 2019 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 153,533 $ 22,596 $ — $ 176,129 New equipment sales 52,575 6,528 — 59,103 Used equipment sales 25,212 4,422 — 29,634 Parts sales 26,554 3,874 — 30,428 Services revenues 13,166 2,402 — 15,568 Other 1,393 1,383 — 2,776 Total revenues 272,433 41,205 — 313,638 Cost of revenues: Rental depreciation 49,263 7,885 — 57,148 Rental expense 21,152 3,616 — 24,768 Rental other 14,063 2,212 16,275 84,478 13,713 — 98,191 New equipment sales 46,460 5,639 — 52,099 Used equipment sales 16,211 2,801 — 19,012 Parts sales 19,591 2,698 — 22,289 Services revenues 4,282 722 — 5,004 Other 2,710 633 — 3,343 Total cost of revenues 173,732 26,206 — 199,938 Gross profit (loss): Equipment rentals 69,055 8,883 — 77,938 New equipment sales 6,115 889 — 7,004 Used equipment sales 9,001 1,621 — 10,622 Parts sales 6,963 1,176 — 8,139 Services revenues 8,884 1,680 — 10,564 Other (1,317 ) 750 — (567 ) Gross profit 98,701 14,999 — 113,700 Selling, general and administrative expenses 68,556 10,091 — 78,647 Merger costs 119 — — 119 Equity in earnings of guarantor subsidiaries 1,724 — (1,724 ) — Gain on sales of property and equipment, net 707 34 — 741 Income from operations 32,457 4,942 (1,724 ) 35,675 Other income (expense): Interest expense (13,562 ) (3,293 ) — (16,855 ) Other, net 457 75 — 532 Total other expense, net (13,105 ) (3,218 ) — (16,323 ) Income before income taxes 19,352 1,724 (1,724 ) 19,352 Income tax expense 5,109 — — 5,109 Net income $ 14,243 $ 1,724 $ (1,724 ) $ 14,243 CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended March 31, 2018 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 117,184 $ 19,854 $ — $ 137,038 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 7,592 1,319 — 8,911 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 Rental other 9,889 2,211 12,100 67,709 12,132 — 79,841 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 4,027 580 — 4,607 Total cost of revenues 142,968 24,929 — 167,897 Gross profit (loss): Equipment rentals 49,475 7,722 — 57,197 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 3,565 739 — 4,304 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 benefit 3,590 — — 3,590 Net income $ 9,478 $ 458 $ (458 ) $ 9,478 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2019 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income $ 14,243 $ 1,724 $ (1,724 ) $ 14,243 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization on property and equipment 5,692 787 — 6,479 Depreciation of rental equipment 49,263 7,885 — 57,148 Amortization of finance lease right-of-use assets — 41 — 41 Amortization of intangible assets 952 — — 952 Amortization of deferred financing costs 254 — — 254 Accretion of note discount, net of premium amortization 120 — — 120 Operating lease right-of-use liabilities, net 113 33 146 Provision for losses on accounts receivable 1,112 189 — 1,301 Provision for inventory obsolescence 42 — — 42 Change in deferred income taxes 4,977 — — 4,977 Stock-based compensation expense 1,188 — — 1,188 Gain from sales of property and equipment, net (707 ) (34 ) — (741 ) Gain from sales of rental equipment, net (9,004 ) (1,617 ) — (10,621 ) Equity in earnings of guarantor subsidiaries (1,724 ) — 1,724 — Changes in operating assets and liabilities: Receivables 8,863 8,742 — 17,605 Inventories (51,703 ) (6,359 ) — (58,062 ) Prepaid expenses and other assets (2,109 ) (8 ) — (2,117 ) Accounts payable 10,003 3,536 — 13,539 Manufacturer flooring plans payable 3,172 (488 ) — 2,684 Accrued expenses payable and other liabilities (10,667 ) 530 — (10,137 ) Deferred compensation payable 27 — — 27 Net cash provided by operating activities 24,107 14,961 — 39,068 Cash flows from investing activities: Acquisition of business, net of cash acquired (106,746 ) — (106,746 ) Purchases of property and equipment (5,446 ) (1,775 ) — (7,221 ) Purchases of rental equipment (43,311 ) (5,333 ) — (48,644 ) Proceeds from sales of property and equipment 859 72 — 931 Proceeds from sales of rental equipment 24,012 4,280 — 28,292 Investment in subsidiaries 12,203 — (12,203 ) — Net cash used in investing activities. (118,429 ) (2,756 ) (12,203 ) (133,388 ) Cash flows from financing activities: Borrowings on senior secured credit facility 447,503 — — 447,503 Payments on senior secured credit facility (352,617 ) — — (352,617 ) Dividends paid (9,831 ) (1 ) — (9,832 ) Purchases of treasury stock (387 ) — — (387 ) Payment of deferred financing costs (525 ) — — (525 ) Payments on finance lease obligations (56 ) (1 ) — (57 ) Capital contributions — (12,203 ) 12,203 — Net cash provided by (used in) financing activities 84,087 (12,205 ) 12,203 84,085 Net decrease in cash (10,235 ) — — (10,235 ) Cash, beginning of period 16,677 — — 16,677 Cash, end of period $ 6,442 $ — $ — $ 6,442 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 |