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 all of its subsidiaries; 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 September 30, 2020 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Assets: Cash $ 11,997 $ — $ — $ 11,997 Receivables, net 146,152 21,443 — 167,595 Inventories, net 69,883 2,988 — 72,871 Prepaid expenses and other assets 11,424 173 — 11,597 Rental equipment, net 943,612 134,791 — 1,078,403 Property and equipment, net 104,671 17,502 — 122,173 Operating lease right-of-use assets, net 144,687 20,792 — 165,479 Finance lease right-of-use assets, net — 244 — 244 Deferred financing costs, net 2,332 — — 2,332 Investment in guarantor subsidiaries 188,438 — (188,438 ) — Intangible assets, net 29,953 — — 29,953 Goodwill 57,185 11,666 — 68,851 Total assets $ 1,710,334 $ 209,599 $ (188,438 ) $ 1,731,495 Liabilities and Stockholders’ Equity: Amounts due on senior secured credit facility 17,986 $ — $ — $ 17,986 Accounts payable 66,458 3,347 — 69,805 Manufacturer flooring plans payable 11,646 — — 11,646 Accrued expenses payable and other liabilities 77,710 (3,946 ) — 73,764 Dividends payable 200 (65 ) — 135 Senior unsecured notes, net 946,155 — — 946,155 Operating lease right-of-use liabilities 147,495 21,457 — 168,952 Finance lease right-of-use liabilities — 368 — 368 Deferred income taxes 178,752 — — 178,752 Deferred compensation payable 2,173 — — 2,173 Total liabilities 1,448,575 21,161 — 1,469,736 Stockholders’ equity 261,759 188,438 (188,438 ) 261,759 Total liabilities and stockholders’ equity $ 1,710,334 $ 209,599 $ (188,438 ) $ 1,731,495 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 September 30, 2020 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 142,046 $ 23,803 $ — $ 165,849 New equipment sales 36,315 933 — 37,248 Used equipment sales 35,465 4,535 — 40,000 Parts sales 25,336 2,517 — 27,853 Services revenues 14,186 1,451 — 15,637 Other 2,356 317 — 2,673 Total revenues 255,704 33,556 — 289,260 Cost of revenues: Rental depreciation 50,333 7,750 — 58,083 Rental expense 22,229 3,399 — 25,628 Rental other 14,141 2,675 — 16,816 86,703 13,824 — 100,527 New equipment sales 32,362 762 — 33,124 Used equipment sales 24,952 2,920 — 27,872 Parts sales 19,164 1,761 — 20,925 Services revenues 4,752 446 — 5,198 Other 2,331 216 — 2,547 Total cost of revenues 170,264 19,929 — 190,193 Gross profit: Equipment rentals 55,343 9,979 — 65,322 New equipment sales 3,953 171 — 4,124 Used equipment sales 10,513 1,615 — 12,128 Parts sales 6,172 756 — 6,928 Services revenues 9,434 1,005 — 10,439 Other 25 101 — 126 Gross profit 85,440 13,627 — 99,067 Selling, general and administrative expenses 61,059 8,981 — 70,040 Merger costs 150 — — 150 Equity in earnings of guarantor subsidiaries 2,226 — (2,226 ) — Gain on sales of property and equipment, net 1,852 250 — 2,102 Income from operations 28,309 4,896 (2,226 ) 30,979 Other income (expense): Interest expense (12,174 ) (2,713 ) — (14,887 ) Other, net 947 43 — 990 Total other expense, net (11,227 ) (2,670 ) — (13,897 ) Income before income taxes 17,082 2,226 (2,226 ) 17,082 Income tax expense 6,979 — — 6,979 Net income $ 10,103 $ 2,226 $ (2,226 ) $ 10,103 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Three Months Ended September 30, 2019 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 176,338 $ 27,794 $ — $ 204,132 New equipment sales 60,584 4,426 — 65,010 Used equipment sales 25,850 5,330 — 31,180 Parts sales 27,284 4,215 — 31,499 Services revenues 15,614 2,491 — 18,105 Other 2,590 481 — 3,071 Total revenues 308,260 44,737 — 352,997 Cost of revenues: Rental depreciation 54,757 8,308 — 63,065 Rental expense 23,947 3,942 — 27,889 Rental other 15,505 3,115 — 18,620 94,209 15,365 — 109,574 New equipment sales 53,542 3,933 — 57,475 Used equipment sales 17,958 3,451 — 21,409 Parts sales 20,150 3,021 — 23,171 Services revenues 5,131 767 — 5,898 Other 2,977 365 — 3,342 Total cost of revenues 193,967 26,902 — 220,869 Gross profit (loss): Equipment rentals 82,129 12,429 — 94,558 New equipment sales 7,042 493 — 7,535 Used equipment sales 7,892 1,879 — 9,771 Parts sales 7,134 1,194 — 8,328 Services revenues 10,483 1,724 — 12,207 Other (387 ) 116 — (271 ) Gross profit 114,293 17,835 — 132,128 Selling, general and administrative expenses 67,372 9,924 — 77,296 Merger costs 47 — — 47 Equity in earnings of guarantor subsidiaries 4,701 — (4,701 ) — Gain on sales of property and equipment, net 686 32 — 718 Income from operations 52,261 7,943 (4,701 ) 55,503 Other income (expense): Interest expense (14,013 ) (3,318 ) — (17,331 ) Other, net 512 76 — 588 Total other expense, net (13,501 ) (3,242 ) — (16,743 ) Income before income taxes 38,760 4,701 (4,701 ) 38,760 Income tax expense 10,329 — — 10,329 Net income $ 28,431 $ 4,701 $ (4,701 ) $ 28,431 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Nine Months Ended September 30, 2020 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 429,040 $ 67,122 $ — $ 496,162 New equipment sales 107,813 4,255 — 112,068 Used equipment sales 91,918 13,313 — 105,231 Parts sales 74,847 8,995 — 83,842 Services revenues 42,429 5,687 — 48,116 Other 6,944 1,155 — 8,099 Total revenues 752,991 100,527 — 853,518 Cost of revenues: Rental depreciation 153,870 23,355 — 177,225 Rental expense 64,733 9,728 — 74,461 Rental other 40,376 7,471 — 47,847 258,979 40,554 — 299,533 New equipment sales 96,184 3,625 — 99,809 Used equipment sales 63,241 8,351 — 71,592 Parts sales 55,836 6,344 — 62,180 Services revenues 14,119 1,792 — 15,911 Other 7,011 862 — 7,873 Total cost of revenues 495,370 61,528 — 556,898 Gross profit (loss): Equipment rentals 170,061 26,568 — 196,629 New equipment sales 11,629 630 — 12,259 Used equipment sales 28,677 4,962 — 33,639 Parts sales 19,011 2,651 — 21,662 Services revenues 28,310 3,895 — 32,205 Other (67 ) 293 — 226 Gross profit 257,621 38,999 — 296,620 Selling, general and administrative expenses 189,811 27,714 — 217,525 Impairment of goodwill 61,994 — — 61,994 Merger costs 308 — — 308 Equity in earnings of guarantor subsidiaries 3,904 — (3,904 ) — Gain on sales of property and equipment, net 8,122 1,138 — 9,260 Income from operations 17,534 12,423 (3,904 ) 26,053 Other income (expense): Interest expense (37,821 ) (8,668 ) — (46,489 ) Other, net 2,113 149 — 2,262 Total other expense, net (35,708 ) (8,519 ) — (44,227 ) Income (loss) before income taxes (18,174 ) 3,904 (3,904 ) (18,174 ) Income tax benefit (124 ) — — (124 ) Net income (loss) $ (18,050 ) $ 3,904 $ (3,904 ) $ (18,050 ) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Nine Months Ended September 30, 2019 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 495,246 $ 77,317 $ — $ 572,563 New equipment sales 160,200 17,509 — 177,709 Used equipment sales 81,430 15,512 — 96,942 Parts sales 81,326 12,472 — 93,798 Services revenues 42,922 7,476 — 50,398 Other 7,422 1,400 — 8,822 Total revenues 868,546 131,686 — 1,000,232 Cost of revenues: Rental depreciation 157,380 24,267 — 181,647 Rental expense 68,242 11,434 — 79,676 Rental other 44,500 8,242 — 52,742 270,122 43,943 — 314,065 New equipment sales 141,181 15,457 — 156,638 Used equipment sales 53,791 9,951 — 63,742 Parts sales 59,962 8,788 — 68,750 Services revenues 13,971 2,290 — 16,261 Other 8,963 1,204 — 10,167 Total cost of revenues 547,990 81,633 — 629,623 Gross profit (loss): Equipment rentals 225,124 33,374 — 258,498 New equipment sales 19,019 2,052 — 21,071 Used equipment sales 27,639 5,561 — 33,200 Parts sales 21,364 3,684 — 25,048 Services revenues 28,951 5,186 — 34,137 Other (1,541 ) 196 — (1,345 ) Gross profit 320,556 50,053 — 370,609 Selling, general and administrative expenses 203,785 29,998 — 233,783 Merger costs 314 — — 314 Equity in earnings of guarantor subsidiaries 10,656 — (10,656 ) — Gain on sales of property and equipment, net 1,948 391 — 2,339 Income from operations 129,061 20,446 (10,656 ) 138,851 Other income (expense): Interest expense (41,461 ) (9,992 ) — (51,453 ) Other, net 1,407 202 — 1,609 Total other expense, net (40,054 ) (9,790 ) — (49,844 ) Income before income taxes 89,007 10,656 (10,656 ) 89,007 Income tax expense 23,719 — — 23,719 Net income $ 65,288 $ 10,656 $ (10,656 ) $ 65,288 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2020 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income (loss) $ (18,050 ) $ 3,904 $ (3,904 ) $ (18,050 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization on property and equipment 18,672 3,616 — 22,288 Depreciation of rental equipment 153,870 23,355 — 177,225 Amortization of finance lease right-of-use assets — 121 — 121 Amortization of intangible assets 2,996 — — 2,996 Amortization of deferred financing costs 755 — — 755 Accretion of note discount, net of premium amortization 358 — — 358 Non-cash operating lease expense 8,495 2,124 — 10,619 Impairment of goodwill 61,994 — — 61,994 Provision for losses on accounts receivable 3,143 197 — 3,340 Provision for inventory obsolescence 95 — — 95 Change in deferred income taxes (1,374 ) — — (1,374 ) Stock-based compensation expense 3,295 — — 3,295 Gain from sales of property and equipment, net (8,122 ) (1,138 ) — (9,260 ) Gain from sales of rental equipment, net (28,175 ) (4,927 ) — (33,102 ) Equity in earnings of guarantor subsidiaries (3,904 ) — 3,904 — Changes in operating assets and liabilities: Receivables 14,965 6,304 — 21,269 Inventories (7,115 ) (597 ) — (7,712 ) Prepaid expenses and other assets (1,315 ) (40 ) — (1,355 ) Accounts payable 10,830 719 — 11,549 Manufacturer flooring plans payable (13,555 ) — — (13,555 ) Accrued expenses payable and other liabilities (11,785 ) (2,693 ) — (14,478 ) Deferred compensation payable 75 — — 75 Net cash provided by operating activities 186,148 30,945 — 217,093 Cash flows from investing activities: Purchases of property and equipment (14,771 ) (2,512 ) — (17,283 ) Purchases of rental equipment (71,756 ) (9,670 ) — (81,426 ) Proceeds from sales of property and equipment 11,021 1,667 — 12,688 Proceeds from sales of rental equipment 83,685 13,112 — 96,797 Investment in subsidiaries 33,355 — (33,355 ) — Net cash provided by investing activities 41,534 2,597 (33,355 ) 10,776 Cash flows from financing activities: Borrowings on senior secured credit facility 729,810 — — 729,810 Payments on senior secured credit facility (928,703 ) — — (928,703 ) Dividends paid (29,663 ) (5 ) — (29,668 ) Purchases of treasury stock (1,376 ) — — (1,376 ) Payments on finance lease obligations — (182 ) — (182 ) Capital contributions — (33,355 ) 33,355 — Net cash used in financing activities (229,932 ) (33,542 ) 33,355 (230,119 ) Net decrease in cash (2,250 ) — — (2,250 ) Cash, beginning of period 14,247 — — 14,247 Cash, end of period $ 11,997 $ — $ — $ 11,997 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2019 H&E Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income $ 65,288 $ 10,656 $ (10,656 ) $ 65,288 Adjustments to reconcile net income to net cash provided by operating activities: . Depreciation and amortization of property and equipment 18,367 2,474 — 20,841 Depreciation of rental equipment 157,380 24,267 — 181,647 Amortization of finance lease right-of-use assets — 122 — 122 Amortization of intangible assets 3,091 — — 3,091 Amortization of deferred financing costs 757 — — 757 Accretion of note discount, net of premium amortization 357 — — 357 Non-cash operating lease expense 6,417 1,604 — 8,021 Provision for losses on accounts receivable 3,869 190 — 4,059 Provision for inventory obsolescence 152 — — 152 Change in deferred income taxes 22,127 — — 22,127 Stock-based compensation expense 3,060 — — 3,060 Gain from sales of property and equipment, net (1,948 ) (391 ) — (2,339 ) Gain from sales of rental equipment, net (27,234 ) (5,546 ) — (32,780 ) Equity in earnings of guarantor subsidiaries (10,656 ) — 10,656 — Changes in operating assets and liabilities, net of acquisitions: Receivables (9,639 ) 7,594 — (2,045 ) Inventories (40,006 ) 375 — (39,631 ) Prepaid expenses and other assets (3,052 ) (46 ) — (3,098 ) Accounts payable (15,472 ) (1,399 ) — (16,871 ) Manufacturer flooring plans payable 2,760 (501 ) — 2,259 Accrued expenses payable and other liabilities (7,914 ) 422 — (7,492 ) Deferred compensation payable 82 — — 82 Net cash provided by operating activities 167,786 39,821 — 207,607 Cash flows from investing activities: Acquisition of businesses, net of cash acquired (106,746 ) — — (106,746 ) Purchases of property and equipment (27,236 ) (4,215 ) — (31,451 ) Purchases of rental equipment (237,436 ) (31,714 ) — (269,150 ) Proceeds from sales of property and equipment 2,651 434 — 3,085 Proceeds from sales of rental equipment 73,966 15,139 — 89,105 Investment in subsidiaries 19,344 — (19,344 ) — Net cash used in investing activities (275,457 ) (20,356 ) (19,344 ) (315,157 ) Cash flows from financing activities: Borrowings on senior secured credit facility 1,174,120 — — 1,174,120 Payments on senior secured credit facility (1,040,750 ) — — (1,040,750 ) Dividends paid (29,525 ) (5 ) — (29,530 ) Purchases of treasury stock (1,640 ) — — (1,640 ) Payments of deferred financing costs (559 ) — — (559 ) Payments of finance lease obligations (56 ) (116 ) — (172 ) Capital contributions — (19,344 ) 19,344 — Net cash provided by (used in) financing activities 101,590 (19,465 ) 19,344 101,469 Net decrease in cash (6,081 ) — — (6,081 ) Cash, beginning of period 16,677 — — 16,677 Cash, end of period 10,596 — — 10,596 |