Condensed Consolidating Financial Information of Guarantor Subsidiaries | (13) 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, 2020 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Assets: Cash $ 12,440 $ — $ — $ 12,440 Receivables, net 145,513 23,902 — 169,415 Inventories, net 100,422 5,735 — 106,157 Prepaid expenses and other assets 17,185 176 — 17,361 Rental equipment, net 1,026,632 145,031 — 1,171,663 Property and equipment, net 111,296 19,318 — 130,614 Operating lease right-of-use assets, net 148,335 21,204 — 169,539 Finance lease right-of-use assets, net — 325 — 325 Deferred financing costs, net 2,682 — — 2,682 Investment in guarantor subsidiaries 204,620 — (204,620 ) — Intangible assets, net 31,938 — — 31,938 Goodwill 57,185 11,666 — 68,851 Total assets $ 1,858,248 $ 227,357 $ (204,620 ) $ 1,880,985 Liabilities and Stockholders’ Equity: Amounts due on senior secured credit facility $ 184,921 $ — $ — $ 184,921 Accounts payable 62,390 5,400 — 67,790 Manufacturer flooring plans payable 17,761 — — 17,761 Accrued expenses payable and other liabilities 62,269 (4,875 ) — 57,394 Dividends payable 157 (62 ) — 95 Senior unsecured notes, net 945,762 — — 945,762 Operating lease right-of-use liabilities 150,592 21,784 — 172,376 Finance lease right-of-use liabilities — 490 — 490 Deferred income taxes 170,328 — — 170,328 Deferred compensation payable 2,123 — — 2,123 Total liabilities 1,596,303 22,737 — 1,619,040 Stockholders’ equity 261,945 204,620 (204,620 ) 261,945 Total liabilities and stockholders’ equity $ 1,858,248 $ 227,357 $ (204,620 ) $ 1,880,985 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2019 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Assets: Cash $ 14,247 $ — $ — $ 14,247 Receivables, net 164,260 27,944 — 192,204 Inventories, net 81,945 3,533 — 85,478 Prepaid expenses and other assets 10,129 133 — 10,262 Rental equipment, net 1,062,154 155,519 — 1,217,673 Property and equipment, net 111,429 19,135 — 130,564 Operating lease right-of-use assets, net 137,625 18,945 — 156,570 Finance lease right-of-use assets, net — 365 — 365 Deferred financing costs, net 2,857 — — 2,857 Investment in guarantor subsidiaries 235,749 — (235,749 ) — Intangible assets, net 32,948 — — 32,948 Goodwill 101,916 29,526 — 131,442 Total assets $ 1,955,259 $ 255,100 $ (235,749 ) $ 1,974,610 Liabilities and Stockholders’ Equity: Amounts due under senior secured credit facility $ 216,879 $ — $ — $ 216,879 Accounts payable 56,225 2,628 — 58,853 Manufacturer flooring plans payable 25,201 — — 25,201 Accrued expenses payable and other liabilities 81,646 (3,264 ) — 78,382 Dividends payable 231 (60 ) — 171 Senior unsecured notes, net 945,566 — — 945,566 Operating lease right-of-use liabilities 139,768 19,497 — 159,265 Finance lease right-of-use liabilities — 550 — 550 Deferred income taxes 180,126 — — 180,126 Deferred compensation payable 2,098 — — 2,098 Total liabilities 1,647,740 19,351 — 1,667,091 Stockholders’ equity 307,519 235,749 (235,749 ) 307,519 Total liabilities and stockholders’ equity $ 1,955,259 $ 255,100 $ (235,749 ) $ 1,974,610 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended March 31, 2020 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 151,846 $ 22,673 $ — $ 174,519 New equipment sales 29,005 1,868 — 30,873 Used equipment sales 26,930 4,288 — 31,218 Parts sales 25,881 3,888 — 29,769 Services revenues 14,182 2,640 — 16,822 Other 2,246 475 — 2,721 Total revenues 250,090 35,832 — 285,922 Cost of revenues: Rental depreciation 51,964 8,022 — 59,986 Rental expense 22,302 3,267 — 25,569 Rental other 14,093 2,712 — 16,805 88,359 14,001 — 102,360 New equipment sales 25,794 1,632 — 27,426 Used equipment sales 17,821 2,617 — 20,438 Parts sales 19,130 2,773 — 21,903 Services revenues 4,688 852 — 5,540 Other 2,373 399 — 2,772 Total cost of revenues 158,165 22,274 — 180,439 Gross profit (loss): Equipment rentals 63,487 8,672 — 72,159 New equipment sales 3,211 236 — 3,447 Used equipment sales 9,109 1,671 — 10,780 Parts sales 6,751 1,115 — 7,866 Services revenues 9,494 1,788 — 11,282 Other (127 ) 76 — (51 ) Gross profit 91,925 13,558 — 105,483 Selling, general and administrative expenses 69,530 10,094 — 79,624 Impairment of goodwill 61,994 — — 61,994 Merger costs 40 — — 40 Equity in earnings of guarantor subsidiaries 907 — (907 ) — Gain on sales of property and equipment, net 3,773 491 — 4,264 Income (loss) from operations (34,959 ) 3,955 (907 ) (31,911 ) Other income (expense): Interest expense (12,934 ) (3,096 ) — (16,030 ) Other, net 582 48 — 630 Total other expense, net (12,352 ) (3,048 ) — (15,400 ) Income (loss) before income tax benefit (47,311 ) 907 (907 ) (47,311 ) Income tax benefit (10,343 ) — — (10,343 ) Net income (loss) $ (36,968 ) $ 907 $ (907 ) $ (36,968 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS 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 CASH FLOWS Three Months Ended March 31, 2020 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income (loss) $ (36,968 ) $ 907 $ (907 ) $ (36,968 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization on property and equipment 6,500 898 — 7,398 Depreciation of rental equipment 51,964 8,022 — 59,986 Amortization of finance lease right-of-use assets — 40 — 40 Amortization of intangible assets 1,010 — — 1,010 Amortization of deferred financing costs 251 — — 251 Accretion of note discount, net of premium amortization 120 — — 120 Non-cash operating lease expense 2,341 480 — 2,821 Provision for losses on accounts receivable 1,561 112 — 1,673 Provision for inventory obsolescence 12 — — 12 Change in deferred income taxes (9,798 ) — — (9,798 ) Stock-based compensation expense 1,652 — — 1,652 Impairment of goodwill 61,994 — — 61,994 Gain from sales of property and equipment, net (3,773 ) (491 ) — (4,264 ) Gain from sales of rental equipment, net (8,931 ) (1,636 ) — (10,567 ) Equity in earnings of guarantor subsidiaries (907 ) — 907 — Changes in operating assets and liabilities: Receivables 17,186 3,930 — 21,116 Inventories (30,213 ) (3,158 ) — (33,371 ) Prepaid expenses and other assets (7,075 ) (43 ) — (7,118 ) Accounts payable 6,761 2,772 — 9,533 Manufacturer flooring plans payable (7,440 ) — — (7,440 ) Accrued expenses payable and other liabilities (21,580 ) (2,063 ) — (23,643 ) Deferred compensation payable 25 — — 25 Net cash provided by operating activities 24,692 9,770 — 34,462 Cash flows from investing activities: Purchases of property and equipment (8,951 ) (1,118 ) — (10,069 ) Purchases of rental equipment (20,705 ) 920 — (19,785 ) Proceeds from sales of property and equipment 6,352 528 — 6,880 Proceeds from sales of rental equipment 24,918 4,138 — 29,056 Investment in subsidiaries 14,176 — (14,176 ) — Net cash provided by investing activities. 15,790 4,468 (14,176 ) 6,082 Cash flows from financing activities: Borrowings on senior secured credit facility 299,524 — — 299,524 Payments on senior secured credit facility (331,482 ) — — (331,482 ) Dividends paid (9,861 ) (2 ) — (9,863 ) Purchases of treasury stock (470 ) — — (470 ) Payment of deferred financing costs — — — — Payments on finance lease obligations — (60 ) — (60 ) Capital contributions — (14,176 ) 14,176 — Net cash used in financing activities (42,289 ) (14,238 ) 14,176 (42,351 ) Net decrease in cash (1,807 ) — — (1,807 ) Cash, beginning of period 14,247 — — 14,247 Cash, end of period $ 12,440 $ — $ — $ 12,440 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 Non-cash operating lease expense 1,999 584 — 2,583 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 (12,553 ) (21 ) — (12,574 ) 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 |