Consolidating Financial Information of Guarantor Subsidiaries | (19) 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. ha s no assets or operations. CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2019 H&E Equipment 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: Amount due on 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 BALANCE SHEET As of December 31, 2018 H&E Equipment 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: Amount due on 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 Year Ended December 31, 2019 H&E Equipment Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 662,578 $ 103,776 $ — $ 766,354 New equipment sales 213,877 25,214 — 239,091 Used equipment sales 118,504 20,845 — 139,349 Parts sales 107,160 16,695 — 123,855 Services revenues 57,835 10,106 — 67,941 Other 9,854 1,921 — 11,775 Total revenues 1,169,808 178,557 — 1,348,365 Cost of revenues: Rental depreciation 211,252 32,528 — 243,780 Rental expense 90,485 14,594 — 105,079 Rental other 59,543 11,070 — 70,613 361,280 58,192 — 419,472 New equipment sales 189,045 22,327 — 211,372 Used equipment sales 78,703 13,318 — 92,021 Parts sales 79,196 11,767 — 90,963 Services revenues 18,870 3,076 — 21,946 Other 11,807 1,614 — 13,421 Total cost of revenues 738,901 110,294 — 849,195 Gross profit (loss): Equipment rentals 301,298 45,584 — 346,882 New equipment sales 24,832 2,887 — 27,719 Used equipment sales 39,801 7,527 — 47,328 Parts sales 27,964 4,928 — 32,892 Services revenues 38,965 7,030 — 45,995 Other (1,953 ) 307 — (1,646 ) Gross profit 430,907 68,263 — 499,170 Selling, general and administrative expenses 270,533 40,493 — 311,026 Impairment of goodwill 12,184 — — 12,184 Equity in earnings of guarantor subsidiaries 15,441 — (15,441 ) — Merger costs 416 — — 416 Gain from sales of property and equipment, net 3,957 660 — 4,617 Income from operations 167,172 28,430 (15,441 ) 180,161 Other income (expense): Interest expense (55,056 ) (13,221 ) — (68,277 ) Other, net 3,745 232 — 3,977 Total other expense, net (51,311 ) (12,989 ) — (64,300 ) Income before provision for income taxes 115,861 15,441 (15,441 ) 115,861 Provision for income taxes 28,650 — — 28,650 Net income $ 87,211 $ 15,441 $ (15,441 ) $ 87,211 CONDENSED CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 2018 H&E Equipment Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 535,551 $ 91,630 $ — $ 627,181 New equipment sales 207,564 55,384 — 262,948 Used equipment sales 102,005 23,120 — 125,125 Parts sales 103,586 16,868 — 120,454 Services revenues 53,534 9,954 — 63,488 Other 33,702 6,063 — 39,765 Total revenues 1,035,942 203,019 — 1,238,961 Cost of revenues: Rental depreciation 178,371 30,082 — 208,453 Rental expense 76,487 13,033 — 89,520 Rental other 46,039 9,410 — 55,449 300,897 52,525 — 353,422 New equipment sales 183,164 48,893 — 232,057 Used equipment sales 69,960 16,092 — 86,052 Parts sales 76,425 11,838 — 88,263 Services revenues 18,100 3,228 — 21,328 Other 16,706 2,599 — 19,305 Total cost of revenues 665,252 135,175 — 800,427 Gross profit (loss): Equipment rentals 234,654 39,105 — 273,759 New equipment sales 24,400 6,491 — 30,891 Used equipment sales 32,045 7,028 — 39,073 Parts sales 27,161 5,030 — 32,191 Services revenues 35,434 6,726 — 42,160 Other 16,996 3,464 — 20,460 Gross profit 370,690 67,844 — 438,534 Selling, general and administrative expenses 232,892 45,406 — 278,298 Equity in earnings of guarantor subsidiaries 13,247 — (13,247 ) — Merger costs 708 — — 708 Gain from sales of property and equipment, net 6,475 643 — 7,118 Income from operations 156,812 23,081 (13,247 ) 166,646 Other income (expense): Interest expense (53,681 ) (10,026 ) — (63,707 ) Other, net 1,532 192 — 1,724 Total other expense, net (52,149 ) (9,834 ) — (61,983 ) Income before provision for income taxes 104,663 13,247 (13,247 ) 104,663 Provision for income taxes 28,040 — — 28,040 Net income $ 76,623 $ 13,247 $ (13,247 ) $ 76,623 CONDENSED CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 2017 H&E Equipment Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Revenues: Equipment rentals $ 418,769 $ 89,352 $ — $ 508,121 New equipment sales 166,730 36,571 — 203,301 Used equipment sales 84,741 22,588 — 107,329 Parts sales 97,852 16,401 — 114,253 Services revenues 52,807 10,066 — 62,873 Other 28,133 6,009 — 34,142 Total revenues 849,032 180,987 — 1,030,019 Cost of revenues: Rental depreciation 140,489 28,966 — 169,455 Rental expense 64,598 13,108 — 77,706 Rental other 38,228 9,210 — 47,438 243,315 51,284 — 294,599 New equipment sales 148,163 32,539 — 180,702 Used equipment sales 59,481 14,651 — 74,132 Parts sales 71,603 11,532 — 83,135 Services revenues 17,851 3,260 — 21,111 Other 13,840 2,592 — 16,432 Total cost of revenues 554,253 115,858 — 670,111 Gross profit (loss): Equipment rentals 175,454 38,068 — 213,522 New equipment sales 18,567 4,032 — 22,599 Used equipment sales 25,260 7,937 — 33,197 Parts sales 26,249 4,869 — 31,118 Services revenues 34,956 6,806 — 41,762 Other 14,293 3,417 — 17,710 Gross profit 294,779 65,129 — 359,908 Selling, general and administrative expenses 190,392 42,392 — 232,784 Equity in earnings of guarantor subsidiaries 16,136 — (16,136 ) — Merger breakup fees, net of merger costs (5,782 ) — — (5,782 ) Gain from sales of property and equipment, net 2,435 2,574 — 5,009 Income from operations 128,740 25,311 (16,136 ) 137,915 Other income (expense): Interest expense (45,480 ) (9,478 ) — (54,958 ) Loss on early extinguishment of debt (25,363 ) — — (25,363 ) Other, net 1,447 303 — 1,750 Total other expense, net (69,396 ) (9,175 ) — (78,571 ) Income before benefit for income taxes 59,344 16,136 (16,136 ) 59,344 Benefit for income taxes (50,314 ) — — (50,314 ) Net income $ 109,658 $ 16,136 $ (16,136 ) $ 109,658 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2019 H&E Equipment Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income $ 87,211 $ 15,441 $ (15,441 ) $ 87,211 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization on property and equipment 25,058 3,367 — 28,425 Depreciation on rental equipment 211,252 32,528 — 243,780 Amortization of intangible assets 4,132 — — 4,132 Amortization of deferred financing costs 1,010 — — 1,010 Accretion of note discount, net of premium amortization 477 — — 477 Non-cash operating lease expense 10,306 1,374 — 11,680 Amortization of finance lease right-of-use assets — 163 — 163 Provision for losses on accounts receivable 5,382 411 — 5,793 Provision for inventory obsolescence 152 — — 152 Deferred income taxes 27,013 — — 27,013 Impairment of goodwill 12,184 — — 12,184 Stock-based compensation expense 4,670 — — 4,670 Gain from sales of property and equipment, net (3,957 ) (660 ) — (4,617 ) Gain from sales of rental equipment, net (39,102 ) (7,511 ) — (46,613 ) Equity in earnings of guarantor subsidiaries (15,441 ) — 15,441 — Changes in operating assets and liabilities, net of acquisitions: Receivables 2,414 6,808 — 9,222 Inventories (21,121 ) 1,484 — (19,637 ) Prepaid expenses and other assets 274 (7 ) — 267 Accounts payable (40,012 ) (3,346 ) — (43,358 ) Manufacturer flooring plans payable 2,023 (488 ) — 1,535 Accrued expenses payable and other liabilities (3,597 ) (783 ) — (4,380 ) Deferred compensation payable 109 — — 109 Net cash provided by operating activities 270,437 48,781 — 319,218 Cash flows from investing activities: Acquisition of business, net of cash acquired (106,746 ) — — (106,746 ) Purchases of property and equipment (36,824 ) (6,287 ) — (43,111 ) Purchases of rental equipment (272,015 ) (37,639 ) — (309,654 ) Proceeds from sales of property and equipment 5,276 774 — 6,050 Proceeds from sales of rental equipment 107,127 20,431 — 127,558 Investment in subsidiaries 26,001 — (26,001 ) — Net cash used in investing activities (277,181 ) (22,721 ) (26,001 ) (325,903 ) Cash flows from financing activities: Purchases of treasury stock (1,684 ) — — (1,684 ) Borrowings on senior secured credit facility 1,457,744 — — 1,457,744 Payments on senior secured credit facility (1,411,626 ) — — (1,411,626 ) Dividends paid (39,381 ) (7 ) — (39,388 ) Payments of deferred financing costs (559 ) — — (559 ) Payments of finance lease obligations (56 ) (176 ) — (232 ) Capital contributions — (26,001 ) 26,001 — Net cash provided by (used in) financing activities 4,438 (26,184 ) 26,001 4,255 Net decrease in cash (2,306 ) (124 ) — (2,430 ) Cash, beginning of year 16,677 — — 16,677 Cash, end of year $ 14,371 $ (124 ) $ — $ 14,247 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2018 H&E Equipment Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income $ 76,623 $ 13,247 $ (13,247 ) $ 76,623 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization on property and equipment 21,570 3,023 — 24,593 Depreciation on rental equipment 178,371 30,082 — 208,453 Amortization of intangible assets 3,320 — — 3,320 Amortization of deferred financing costs 1,083 — — 1,083 Accretion of note discount, net of premium amortization 477 — — 477 Provision for losses on accounts receivable 2,065 676 — 2,741 Provision for inventory obsolescence 122 — — 122 Deferred income taxes 26,695 — — 26,695 Stock-based compensation expense 4,214 — — 4,214 Gain from sales of property and equipment, net (6,475 ) (643 ) — (7,118 ) Gain from sales of rental equipment, net (31,595 ) (6,757 ) — (38,352 ) Equity in earnings of guarantor subsidiaries (13,247 ) — 13,247 — Changes in operating assets and liabilities, net of acquisitions: Receivables (19,346 ) 1,585 — (17,761 ) Inventories (45,349 ) (2,881 ) — (48,230 ) Prepaid expenses and other assets (981 ) 16 — (965 ) Accounts payable 11,990 (4,996 ) — 6,994 Manufacturer flooring plans payable 2,878 (1,214 ) — 1,664 Accrued expenses payable and other liabilities 4,176 (1,604 ) — 2,572 Deferred compensation payable 86 — — 86 Net cash provided by operating activities 216,677 30,534 — 247,211 Cash flows from investing activities: Acquisition of business, net of cash acquired (196,027 ) — — (196,027 ) Purchases of property and equipment (26,903 ) (8,057 ) — (34,960 ) Purchases of rental equipment (362,780 ) (53,820 ) — (416,600 ) Proceeds from sales of property and equipment 8,617 644 — 9,261 Proceeds from sales of rental equipment 92,014 20,072 — 112,086 Investment in subsidiaries (10,845 ) — 10,845 — Net cash used in investing activities (495,924 ) (41,161 ) 10,845 (526,240 ) Cash flows from financing activities: Purchases of treasury stock (1,350 ) — — (1,350 ) Borrowings on senior secured credit facility 1,436,849 — — 1,436,849 Payments on senior secured credit facility (1,266,088 ) — — (1,266,088 ) Dividends paid (39,268 ) (6 ) — (39,274 ) Payments of deferred financing costs (97 ) — — (97 ) Payments of capital lease obligations — (212 ) — (212 ) Capital contributions — 10,845 (10,845 ) — Net cash provided by financing activities 130,046 10,627 (10,845 ) 129,828 Net decrease in cash (149,201 ) — — (149,201 ) Cash, beginning of year 165,878 — — 165,878 Cash, end of year $ 16,677 $ — $ — $ 16,677 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2017 H&E Equipment Services Guarantor Subsidiaries Elimination Consolidated (Amounts in thousands) Cash flows from operating activities: Net income $ 109,658 $ 16,136 $ (16,136 ) $ 109,658 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization on property and equipment 20,742 3,048 — 23,790 Depreciation on rental equipment 140,489 28,966 — 169,455 Amortization of deferred financing costs 1,046 — — 1,046 Accretion of note discount, net of premium amortization 274 — — 274 Provision for losses on accounts receivable 3,148 784 — 3,932 Provision for inventory obsolescence 161 — — 161 Deferred income taxes (50,535 ) — — (50,535 ) Stock-based compensation expense 3,526 — — 3,526 Loss on early extinguishment of debt 25,363 — — 25,363 Gain from sales of property and equipment, net (2,435 ) (2,574 ) — (5,009 ) Gain from sales of rental equipment, net (24,063 ) (7,819 ) — (31,882 ) Equity in earnings of guarantor subsidiaries (16,136 ) — 16,136 — Changes in operating assets and liabilities: Receivables (29,083 ) (10,929 ) — (40,012 ) Inventories (23,221 ) (8,550 ) — (31,771 ) Prepaid expenses and other assets (1,687 ) 28 — (1,659 ) Accounts payable 42,623 7,726 — 50,349 Manufacturer flooring plans payable (10,599 ) 1,821 — (8,778 ) Accrued expenses payable and other liabilities 8,660 (430 ) — 8,230 Deferred compensation payable 61 — — 61 Net cash provided by operating activities 197,992 28,207 — 226,199 Cash flows from investing activities: Purchases of property and equipment (17,852 ) (4,663 ) — (22,515 ) Purchases of rental equipment (198,988 ) (35,221 ) — (234,209 ) Proceeds from sales of property and equipment 3,528 3,978 — 7,506 Proceeds from sales of rental equipment 74,090 22,053 — 96,143 Investment in subsidiaries 14,128 — (14,128 ) — Net cash used in investing activities (125,094 ) (13,853 ) (14,128 ) (153,075 ) Cash flows from financing activities: Purchases of treasury stock (783 ) — — (783 ) Borrowings on senior secured credit facility 1,193,544 — — 1,193,544 Payments on senior secured credit facility (1,356,186 ) — — (1,356,186 ) Dividends paid (39,164 ) (8 ) — (39,172 ) Principal payments on senior unsecured notes due 2023 (630,000 ) — — (630,000 ) Costs paid to tender and redeem senior unsecured notes due 2022 (23,336 ) — — (23,336 ) Proceeds from issuance of senior unsecured notes due 2025 958,500 — — 958,500 Payments of deferred financing costs (17,278 ) — — (17,278 ) Payments of capital lease obligations — (218 ) — (218 ) Capital contributions — (14,128 ) 14,128 — Net cash provided by (used in) financing activities 85,297 (14,354 ) 14,128 85,071 Net increase in cash 158,195 — — 158,195 Cash, beginning of year 7,683 — — 7,683 Cash, end of year $ 165,878 $ — $ — $ 165,878 |