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 June 30, 2020 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Assets: Cash $ 6,251 $ — $ — $ 6,251 Receivables, net 126,359 20,131 — 146,490 Inventories, net 75,550 3,903 — 79,453 Prepaid expenses and other assets 18,565 219 — 18,784 Rental equipment, net 999,960 133,897 — 1,133,857 Property and equipment, net 108,670 17,621 — 126,291 Operating lease right-of-use assets, net 144,870 20,659 — 165,529 Finance lease right-of-use assets, net — 284 — 284 Deferred financing costs, net 2,507 — — 2,507 Investment in guarantor subsidiaries 187,894 — (187,894 ) — Intangible assets, net 30,946 — — 30,946 Goodwill 57,185 11,666 — 68,851 Total assets $ 1,758,757 $ 208,380 $ (187,894 ) $ 1,779,243 Liabilities and Stockholders’ Equity: Amounts due on senior secured credit facility 67,561 $ — $ — $ 67,561 Accounts payable 69,102 3,231 — 72,333 Manufacturer flooring plans payable 16,677 — — 16,677 Accrued expenses payable and other liabilities 74,854 (4,387 ) — 70,467 Dividends payable 179 (64 ) — 115 Senior unsecured notes, net 945,958 — — 945,958 Operating lease right-of-use liabilities 147,495 21,276 — 168,771 Finance lease right-of-use liabilities — 430 — 430 Deferred income taxes 172,915 — — 172,915 Deferred compensation payable 2,148 — — 2,148 Total liabilities 1,496,889 20,486 — 1,517,375 Stockholders’ equity 261,868 187,894 (187,894 ) 261,868 Total liabilities and stockholders’ equity $ 1,758,757 $ 208,380 $ (187,894 ) $ 1,779,243 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, net 139,768 19,497 — 159,265 Finance lease right-of-use liabilities, net — 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 June 30, 2020 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 135,148 $ 20,646 $ — $ 155,794 New equipment sales 42,494 1,453 — 43,947 Used equipment sales 29,522 4,491 — 34,013 Parts sales 23,630 2,590 — 26,220 Services revenues 14,061 1,596 — 15,657 Other 2,343 362 — 2,705 Total revenues 247,198 31,138 — 278,336 Cost of revenues: Rental depreciation 51,573 7,583 — 59,156 Rental expense 20,202 3,062 — 23,264 Rental other 12,143 2,083 — 14,226 83,918 12,728 — 96,646 New equipment sales 38,028 1,231 — 39,259 Used equipment sales 20,469 2,813 — 23,282 Parts sales 17,543 1,809 — 19,352 Services revenues 4,679 494 — 5,173 Other 2,305 249 — 2,554 Total cost of revenues 166,942 19,324 — 186,266 Gross profit: Equipment rentals 51,230 7,918 — 59,148 New equipment sales 4,466 222 — 4,688 Used equipment sales 9,053 1,678 — 10,731 Parts sales 6,087 781 — 6,868 Services revenues 9,382 1,102 — 10,484 Other 38 113 — 151 Gross profit 80,256 11,814 — 92,070 Selling, general and administrative expenses 59,223 8,638 — 67,861 Merger costs 118 — — 118 Equity in earnings of guarantor subsidiaries 771 — (771 ) — Gain on sales of property and equipment, net 2,497 397 — 2,894 Income from operations 24,183 3,573 (771 ) 26,985 Other income (expense): Interest expense (12,712 ) (2,860 ) — (15,572 ) Other, net 584 58 — 642 Total other expense, net (12,128 ) (2,802 ) — (14,930 ) Income before income taxes 12,055 771 (771 ) 12,055 Income tax expense 3,240 — — 3,240 Net income $ 8,815 $ 771 $ (771 ) $ 8,815 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS 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 (loss): 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 OPERATIONS Six Months Ended June 30, 2020 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 286,995 $ 43,318 $ — $ 330,313 New equipment sales 71,498 3,322 — 74,820 Used equipment sales 56,452 8,779 — 65,231 Parts sales 49,511 6,478 — 55,989 Services revenues 28,243 4,236 — 32,479 Other 4,589 837 — 5,426 Total revenues 497,288 66,970 — 564,258 Cost of revenues: Rental depreciation 103,538 15,604 — 119,142 Rental expense 42,504 6,329 — 48,833 Rental other 26,236 4,795 — 31,031 172,278 26,728 — 199,006 New equipment sales 63,822 2,863 — 66,685 Used equipment sales 38,290 5,430 — 43,720 Parts sales 36,672 4,583 — 41,255 Services revenues 9,367 1,346 — 10,713 Other 4,678 648 — 5,326 Total cost of revenues 325,107 41,598 — 366,705 Gross profit (loss): Equipment rentals 114,717 16,590 — 131,307 New equipment sales 7,676 459 — 8,135 Used equipment sales 18,162 3,349 — 21,511 Parts sales 12,839 1,895 — 14,734 Services revenues 18,876 2,890 — 21,766 Other (89 ) 189 — 100 Gross profit 172,181 25,372 — 197,553 Selling, general and administrative expenses 128,752 18,733 — 147,485 Impairment of goodwill 61,994 — — 61,994 Merger costs 158 — — 158 Equity in earnings of guarantor subsidiaries 1,678 — (1,678 ) — Gain on sales of property and equipment, net 6,270 888 — 7,158 Income (loss) from operations (10,775 ) 7,527 (1,678 ) (4,926 ) Other income (expense): Interest expense (25,647 ) (5,955 ) — (31,602 ) Other, net 1,166 106 — 1,272 Total other expense, net (24,481 ) (5,849 ) — (30,330 ) Income (loss) before income taxes (35,256 ) 1,678 (1,678 ) (35,256 ) Income tax benefit (7,103 ) — — (7,103 ) Net income (loss) $ (28,153 ) $ 1,678 $ (1,678 ) $ (28,153 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS 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 CASH FLOWS Six Months Ended June 30, 2020 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income (loss) $ (28,153 ) $ 1,678 $ (1,678 ) $ (28,153 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization on property and equipment 11,934 2,835 — 14,769 Depreciation of rental equipment 103,538 15,604 — 119,142 Amortization of finance lease right-of-use assets — 81 — 81 Amortization of intangible assets 2,002 — — 2,002 Amortization of deferred financing costs 504 — — 504 Accretion of note discount, net of premium amortization 238 — — 238 Non-cash operating lease expense 5,695 65 — 5,760 Impairment of goodwill 61,994 — — 61,994 Provision for losses on accounts receivable 2,725 225 — 2,950 Provision for inventory obsolescence 12 — — 12 Change in deferred income taxes (7,211 ) — — (7,211 ) Stock-based compensation expense 2,656 — — 2,656 Gain from sales of property and equipment, net (6,270 ) (888 ) — (7,158 ) Gain from sales of rental equipment, net (17,912 ) (3,312 ) — (21,224 ) Equity in earnings of guarantor subsidiaries (1,678 ) — 1,678 — Changes in operating assets and liabilities: Receivables 35,176 7,588 — 42,764 Inventories (10,995 ) (1,402 ) — (12,397 ) Prepaid expenses and other assets (8,454 ) (86 ) — (8,540 ) Accounts payable 13,474 603 — 14,077 Manufacturer flooring plans payable (8,524 ) — — (8,524 ) Accrued expenses payable and other liabilities (12,203 ) (1,123 ) — (13,326 ) Deferred compensation payable 50 — — 50 Net cash provided by operating activities 138,598 21,868 — 160,466 Cash flows from investing activities: Purchases of property and equipment (11,666 ) (1,845 ) — (13,511 ) Purchases of rental equipment (57,228 ) 1,780 — (55,448 ) Proceeds from sales of property and equipment 8,978 1,412 — 10,390 Proceeds from sales of rental equipment 51,174 8,582 — 59,756 Investment in subsidiaries 31,673 — (31,673 ) — Net cash provided by investing activities 22,931 9,929 (31,673 ) 1,187 Cash flows from financing activities: Borrowings on senior secured credit facility 496,011 — — 496,011 Payments on senior secured credit facility (645,329 ) — — (645,329 ) Dividends paid (19,737 ) (4 ) — (19,741 ) Purchases of treasury stock (470 ) — — (470 ) Payments on finance lease obligations — (120 ) — (120 ) Capital contributions — (31,673 ) 31,673 — Net cash used in financing activities (169,525 ) (31,797 ) 31,673 (169,649 ) Net decrease in cash (7,996 ) — — (7,996 ) Cash, beginning of period 14,247 — — 14,247 Cash, end of period $ 6,251 $ — $ — $ 6,251 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 of 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 Non-cash operating lease expense 5,206 67 — 5,273 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, net of acquisitions: 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 723 1,175 — 1,898 Deferred compensation payable 55 — — 55 Net cash provided by operating activities 117,024 17,928 — 134,952 Cash flows from investing activities: Acquisition of businesses, 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 ) Payments of deferred financing costs (559 ) — — (559 ) Payments of 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 |