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 June 30, 2019 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Assets: Cash $ 6,701 $ — $ — $ 6,701 Receivables, net 169,019 30,956 — 199,975 Inventories, net 116,215 11,547 — 127,762 Prepaid expenses and other assets 13,290 208 — 13,498 Rental equipment, net 1,082,560 161,939 — 1,244,499 Property and equipment, net 104,221 17,515 — 121,736 Operating lease right-of-use assets, net 142,499 21,265 — 163,764 Finance lease right-of-use assets, net — 447 — 447 Deferred financing costs, net 3,207 — — 3,207 Investment in guarantor subsidiaries 247,927 — (247,927 ) — Intangible assets, net 35,032 — — 35,032 Goodwill 114,100 29,526 — 143,626 Total assets $ 2,034,771 $ 273,403 $ (247,927 ) $ 2,060,247 Liabilities and Stockholders’ Equity: Amounts due on senior secured credit facility 282,710 $ — $ — $ 282,710 Accounts payable 113,021 5,784 — 118,805 Manufacturer flooring plans payable 25,066 — — 25,066 Accrued expenses payable and other liabilities 81,220 (2,680 ) — 78,540 Dividends payable 168 (56 ) — 112 Senior unsecured notes, net 945,173 — — 945,173 Operating lease right-of-use liabilities 144,426 21,760 — 166,186 Finance lease right-of-use liabilities — 668 — 668 Deferred income taxes 165,352 — — 165,352 Deferred compensation payable 2,044 — — 2,044 Total liabilities 1,759,180 25,476 — 1,784,656 Stockholders’ equity 275,591 247,927 (247,927 ) 275,591 Total liabilities and stockholders’ equity $ 2,034,771 $ 273,403 $ (247,927 ) $ 2,060,247 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 June 30, 2019 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 169,106 $ 23,196 $ — $ 192,302 New equipment sales 47,040 6,556 — 53,596 Used equipment sales 30,369 5,759 — 36,128 Parts sales 27,488 4,383 — 31,871 Services revenues 14,141 2,584 — 16,725 Other (291 ) 3,266 — 2,975 Total revenues 287,853 45,744 — 333,597 Cost of revenues: Rental depreciation 53,361 8,073 — 61,434 Rental expense 23,143 3,876 — 27,019 Rental other 17,847 — — 17,847 94,351 11,949 — 106,300 New equipment sales 41,179 5,885 — 47,064 Used equipment sales 19,622 3,699 — 23,321 Parts sales 20,220 3,070 — 23,290 Services revenues 4,558 801 — 5,359 Other 361 3,121 — 3,482 Total cost of revenues 180,291 28,525 — 208,816 Gross profit: Equipment rentals 74,755 11,247 — 86,002 New equipment sales 5,861 671 — 6,532 Used equipment sales 10,747 2,060 — 12,807 Parts sales 7,268 1,313 — 8,581 Services revenues 9,583 1,783 — 11,366 Other (652 ) 145 — (507 ) Gross profit 107,562 17,219 — 124,781 Selling, general and administrative expenses 67,858 9,982 — 77,840 Merger costs 148 — — 148 Equity in earnings of guarantor subsidiaries 4,230 — (4,230 ) — Gain on sales of property and equipment, net 556 324 — 880 Income from operations 44,342 7,561 (4,230 ) 47,673 Other income (expense): Interest expense (13,886 ) (3,381 ) — (17,267 ) Other, net 439 50 — 489 Total other expense, net (13,447 ) (3,331 ) — (16,778 ) Income before income taxes 30,895 4,230 (4,230 ) 30,895 Income tax expense 8,281 — — 8,281 Net income $ 22,614 $ 4,230 $ (4,230 ) $ 22,614 CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended June 30, 2018 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 130,785 $ 21,929 $ — $ 152,714 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 8,449 1,453 — 9,902 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 Rental other 11,163 2,367 — 13,530 73,979 12,795 — 86,774 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 4,166 640 — 4,806 Total cost of revenues 169,158 33,103 — 202,261 Gross profit: Equipment rentals 56,806 9,134 — 65,940 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 4,283 813 — 5,096 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 benefit 7,098 — — 7,098 Net income $ 20,771 $ 2,490 $ (2,490 ) $ 20,771 CONDENSED CONSOLIDATING STATEMENT OF INCOME Six Months Ended June 30, 2019 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 323,965 $ 44,466 $ — $ 368,431 New equipment sales 99,616 13,083 — 112,699 Used equipment sales 55,580 10,182 — 65,762 Parts sales 54,042 8,257 — 62,299 Services revenues 27,307 4,986 — 32,293 Other (224 ) 5,975 — 5,751 Total revenues 560,286 86,949 — 647,235 Cost of revenues: Rental depreciation 102,623 15,959 — 118,582 Rental expense 44,295 7,492 — 51,787 Rental other 34,122 — — 34,122 181,040 23,451 — 204,491 New equipment sales 87,639 11,524 — 99,163 Used equipment sales 35,833 6,500 — 42,333 Parts sales 39,812 5,767 — 45,579 Services revenues 8,841 1,522 — 10,363 Other 860 5,965 — 6,825 Total cost of revenues 354,025 54,729 — 408,754 Gross profit (loss): Equipment rentals 142,925 21,015 — 163,940 New equipment sales 11,977 1,559 — 13,536 Used equipment sales 19,747 3,682 — 23,429 Parts sales 14,230 2,490 — 16,720 Services revenues 18,466 3,464 — 21,930 Other (1,084 ) 10 — (1,074 ) Gross profit 206,261 32,220 — 238,481 Selling, general and administrative expenses 136,413 20,074 — 156,487 Merger costs 267 — — 267 Equity in earnings of guarantor subsidiaries 5,955 — (5,955 ) — Gain on sales of property and equipment, net 1,263 358 — 1,621 Income from operations 76,799 12,504 (5,955 ) 83,348 Other income (expense): Interest expense (27,448 ) (6,674 ) — (34,122 ) Other, net 896 125 — 1,021 Total other expense, net (26,552 ) (6,549 ) — (33,101 ) Income before income taxes 50,247 5,955 (5,955 ) 50,247 Income tax expense 13,390 — — 13,390 Net income $ 36,857 $ 5,955 $ (5,955 ) $ 36,857 CONDENSED CONSOLIDATING STATEMENT OF INCOME Six Months Ended June 30, 2018 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 247,968 $ 41,784 $ — $ 289,752 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 16,042 2,771 — 18,813 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 Rental other 21,052 4,578 — 25,630 141,687 24,928 — 166,615 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 8,193 1,220 — 9,413 Total cost of revenues 312,126 58,032 — 370,158 Gross profit (loss): Equipment rentals 106,281 16,856 — 123,137 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 7,849 1,551 — 9,400 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 benefit 10,688 — — 10,688 Net income $ 30,249 $ 2,948 $ (2,948 ) $ 30,249 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2019 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income $ 36,857 $ 5,955 $ (5,955 ) $ 36,857 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization on property and equipment 11,993 1,634 — 13,627 Depreciation of rental equipment 102,623 15,959 — 118,582 Amortization of finance lease right-of-use assets — 81 — 81 Amortization of intangible assets 2,049 — — 2,049 Amortization of deferred financing costs 504 — — 504 Accretion of note discount, net of premium amortization 239 — — 239 Operating lease right-of-use liabilities, net 215 67 — 282 Provision for losses on accounts receivable 2,197 283 — 2,480 Provision for inventory obsolescence 115 — — 115 Change in deferred income taxes 12,239 — — 12,239 Stock-based compensation expense 2,023 — — 2,023 Gain from sales of property and equipment, net (1,263 ) (358 ) — (1,621 ) Gain from sales of rental equipment, net (19,568 ) (3,671 ) — (23,239 ) Equity in earnings of guarantor subsidiaries (5,955 ) — 5,955 — Changes in operating assets and liabilities: Receivables 840 3,924 — 4,764 Inventories (49,636 ) (6,361 ) — (55,997 ) Prepaid expenses and other assets (2,887 ) (82 ) — (2,969 ) Accounts payable 16,782 (190 ) — 16,592 Manufacturer flooring plans payable 1,888 (488 ) — 1,400 Accrued expenses payable and other liabilities 5,714 1,175 — 6,889 Deferred compensation payable 55 — — 55 Net cash provided by operating activities 117,024 17,928 — 134,952 Cash flows from investing activities: Acquisition of business, net of cash acquired (106,746 ) — (106,746 ) Purchases of property and equipment (15,723 ) (2,845 ) — (18,568 ) Purchases of rental equipment (153,724 ) (20,950 ) — (174,674 ) Proceeds from sales of property and equipment 1,777 396 — 2,173 Proceeds from sales of rental equipment 51,799 9,869 — 61,668 Investment in subsidiaries 4,337 — (4,337 ) — Net cash used in investing activities (218,280 ) (13,530 ) (4,337 ) (236,147 ) Cash flows from financing activities: Borrowings on senior secured credit facility 797,029 — — 797,029 Payments on senior secured credit facility (685,080 ) — — (685,080 ) Dividends paid (19,667 ) (3 ) — (19,670 ) Purchases of treasury stock (387 ) — — (387 ) Payment of deferred financing costs (559 ) — — (559 ) Payments on finance lease obligations (56 ) (58 ) — (114 ) Capital contributions — (4,337 ) 4,337 — Net cash provided by (used in) financing activities 91,280 (4,398 ) 4,337 91,219 Net decrease in cash (9,976 ) — — (9,976 ) Cash, beginning of period 16,677 — — 16,677 Cash, end of period $ 6,701 $ — $ — $ 6,701 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 ) Payments 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 |