Supplemental Guarantor Financial Information | Note 17 - Supplemental Guarantor Financial Information In April 2017, our 100% owned subsidiaries EESLP and EES Finance Corp. (together, the “Issuers”) issued the 2017 Notes, which consists of $375.0 million aggregate principal amount senior unsecured notes. In April 2018, the 2017 Notes were exchanged for notes with substantially identical terms and registered under the Securities Act of 1933, as amended. The 2017 Notes were, and the exchange notes issued in April 2018 are, fully and unconditionally guaranteed on a joint and several senior unsecured basis by Exterran Corporation (the “Parent Guarantor” or “Parent”). All other consolidated subsidiaries of Exterran are collectively referred to as the “Non-Guarantor Subsidiaries.” As a result of the Parent’s guarantee, we are presenting the following condensed consolidating financial information pursuant to Rule 3-10 of Regulation S-X, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered . These schedules are presented using the equity method of accounting for all periods presented. For purposes of the following condensed consolidating financial information, the Parent Guarantor’s investments in its subsidiaries, the Issuers’ investments in the Non-Guarantors Subsidiaries and the Non-Guarantor Subsidiaries’ investments in the Issuers are accounted for under the equity method of accounting. Under this method, investments in subsidiaries are recorded at cost and adjusted for our share in the subsidiaries’ cumulative results of operations, capital contributions and distributions and other changes in equity. Elimination entries relate primarily to the elimination of investments in subsidiaries and associated intercompany balances and transactions. Condensed Consolidating Balance Sheet June 30, 2018 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation ASSETS Cash and cash equivalents $ 84 $ 808 $ 17,300 $ — $ 18,192 Restricted cash — — 546 — 546 Accounts receivable, net — 114,909 147,005 — 261,914 Inventory, net — 100,524 60,684 — 161,208 Contract assets — 44,327 28,047 — 72,374 Intercompany receivables — 185,531 362,879 (548,410 ) — Other current assets — 7,860 22,244 — 30,104 Current assets associated with discontinued operations — — 15,029 — 15,029 Total current assets 84 453,959 653,734 (548,410 ) 559,367 Property, plant and equipment, net — 268,484 569,571 — 838,055 Investment in affiliates 548,122 829,223 (281,101 ) (1,096,244 ) — Deferred income taxes — 5,488 6,989 — 12,477 Intangible and other assets, net — 27,214 73,744 — 100,958 Long-term assets associated with discontinued operations — — 2,577 — 2,577 Total assets $ 548,206 $ 1,584,368 $ 1,025,514 $ (1,644,654 ) $ 1,513,434 LIABILITIES AND EQUITY Accounts payable, trade $ — $ 151,622 $ 38,991 $ — $ 190,613 Accrued liabilities — 38,453 74,059 — 112,512 Contract liabilities — 65,707 39,591 — 105,298 Intercompany payables 1,255 362,879 184,276 (548,410 ) — Current liabilities associated with discontinued operations — — 20,705 — 20,705 Total current liabilities 1,255 618,661 357,622 (548,410 ) 429,128 Long-term debt — 401,119 — — 401,119 Deferred income taxes — — 6,206 — 6,206 Long-term contract liabilities — 7,001 78,061 — 85,062 Other long-term liabilities — 9,465 29,608 — 39,073 Long-term liabilities associated with discontinued operations — — 5,895 — 5,895 Total liabilities 1,255 1,036,246 477,392 (548,410 ) 966,483 Total Equity 546,951 548,122 548,122 (1,096,244 ) 546,951 Total liabilities and equity $ 548,206 $ 1,584,368 $ 1,025,514 $ (1,644,654 ) $ 1,513,434 Condensed Consolidating Balance Sheet December 31, 2017 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation ASSETS Cash and cash equivalents $ 397 $ 24,195 $ 24,553 $ — $ 49,145 Restricted cash — — 546 — 546 Accounts receivable, net — 123,362 142,690 — 266,052 Inventory, net — 50,528 57,381 — 107,909 Costs and estimated earnings in excess of billings on uncompleted contracts — 33,439 7,256 — 40,695 Intercompany receivables — 158,296 359,766 (518,062 ) — Other current assets — 6,095 32,612 — 38,707 Current assets held for sale — 15,761 — — 15,761 Current assets associated with discontinued operations — — 23,751 — 23,751 Total current assets 397 411,676 648,555 (518,062 ) 542,566 Property, plant and equipment, net — 288,670 533,609 — 822,279 Investment in affiliates 555,735 831,097 (275,362 ) (1,111,470 ) — Deferred income taxes — 5,452 5,098 — 10,550 Intangible and other assets, net — 12,218 64,762 — 76,980 Long-term assets held for sale — 4,732 — — 4,732 Long-term assets associated with discontinued operations — — 3,700 — 3,700 Total assets $ 556,132 $ 1,553,845 $ 980,362 $ (1,629,532 ) $ 1,460,807 LIABILITIES AND EQUITY Accounts payable, trade $ — $ 115,273 $ 33,471 $ — $ 148,744 Accrued liabilities 57 54,724 59,555 — 114,336 Deferred revenue — 2,162 21,740 — 23,902 Billings on uncompleted contracts in excess of costs and estimated earnings — 89,002 563 — 89,565 Intercompany payables 1,289 359,766 157,007 (518,062 ) — Current liabilities associated with discontinued operations — — 31,971 — 31,971 Total current liabilities 1,346 620,927 304,307 (518,062 ) 408,518 Long-term debt — 368,472 — — 368,472 Deferred income taxes — — 9,746 — 9,746 Long-term deferred revenue — 629 91,856 — 92,485 Other long-term liabilities — 8,082 12,190 — 20,272 Long-term liabilities associated with discontinued operations — — 6,528 — 6,528 Total liabilities 1,346 998,110 424,627 (518,062 ) 906,021 Total Equity 554,786 555,735 555,735 (1,111,470 ) 554,786 Total liabilities and equity $ 556,132 $ 1,553,845 $ 980,362 $ (1,629,532 ) $ 1,460,807 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Three Months Ended June 30, 2018 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Revenues $ — $ 240,333 $ 123,301 $ (20,163 ) $ 343,471 Cost of sales (excluding depreciation and amortization expense) — 198,589 69,414 (20,163 ) 247,840 Selling, general and administrative 352 21,152 22,878 — 44,382 Depreciation and amortization — 8,688 21,496 — 30,184 Restatement related recoveries, net — (597 ) — — (597 ) Restructuring and other charges — — 1,422 — 1,422 Interest expense — 5,284 1,599 — 6,883 Intercompany charges, net — 1,348 (1,348 ) — — Equity in (income) loss of affiliates (274 ) 423 (12,488 ) 12,339 — Other (income) expense, net (153 ) (1,320 ) 6,677 — 5,204 Income before income taxes 75 6,766 13,651 (12,339 ) 8,153 Provision for (benefit from) income taxes — (5,299 ) 3,130 11,791 9,622 Income (loss) from continuing operations 75 12,065 10,521 (24,130 ) (1,469 ) Income from discontinued operations, net of tax — — 1,544 — 1,544 Net income 75 12,065 12,065 (24,130 ) 75 Other comprehensive loss (8,123 ) (8,123 ) (8,123 ) 16,246 (8,123 ) Comprehensive income (loss) attributable to Exterran stockholders $ (8,048 ) $ 3,942 $ 3,942 $ (7,884 ) $ (8,048 ) Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Three Months Ended June 30, 2017 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Revenues $ — $ 227,755 $ 124,597 $ (34,651 ) $ 317,701 Cost of sales (excluding depreciation and amortization expense) — 193,938 70,707 (34,651 ) 229,994 Selling, general and administrative 209 21,910 22,445 — 44,564 Depreciation and amortization — 8,940 17,408 — 26,348 Restatement related recoveries, net — (1,143 ) (15 ) — (1,158 ) Restructuring and other charges — (1,376 ) 1,686 — 310 Interest expense — 10,061 2,321 — 12,382 Intercompany charges, net — 1,521 (1,521 ) — — Equity in (income) loss of affiliates (3,753 ) (3,678 ) 7,257 174 — Other (income) expense, net — 146 2,585 — 2,731 Income (loss) before income taxes 3,544 (2,564 ) 1,724 (174 ) 2,530 Provision for (benefit from) income taxes — 1,017 5,676 (7,333 ) (640 ) Income (loss) from continuing operations 3,544 (3,581 ) (3,952 ) 7,159 3,170 Income from discontinued operations, net of tax — — 374 — 374 Net income (loss) 3,544 (3,581 ) (3,578 ) 7,159 3,544 Other comprehensive loss (2,669 ) (2,669 ) (2,669 ) 5,338 (2,669 ) Comprehensive income (loss) attributable to Exterran stockholders $ 875 $ (6,250 ) $ (6,247 ) $ 12,497 $ 875 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Six Months Ended June 30, 2018 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Revenues $ — $ 498,649 $ 239,692 $ (44,487 ) $ 693,854 Cost of sales (excluding depreciation and amortization expense) — 416,753 130,192 (44,487 ) 502,458 Selling, general and administrative 635 42,117 45,872 — 88,624 Depreciation and amortization — 18,015 43,198 — 61,213 Long-lived asset impairment — 1,804 — — 1,804 Restatement related charges, net — 24 — — 24 Restructuring and other charges — — 1,422 — 1,422 Interest expense — 12,497 1,605 — 14,102 Intercompany charges, net — 3,073 (3,073 ) — — Equity in income of affiliates (5,894 ) (9,631 ) (9,842 ) 25,367 — Other (income) expense, net (153 ) (1,369 ) 8,146 — 6,624 Income before income taxes 5,412 15,366 22,172 (25,367 ) 17,583 Provision for (benefit from) income taxes — (4,107 ) 5,642 13,579 15,114 Income from continuing operations 5,412 19,473 16,530 (38,946 ) 2,469 Income from discontinued operations, net of tax — — 2,943 — 2,943 Net income 5,412 19,473 19,473 (38,946 ) 5,412 Other comprehensive loss (7,366 ) (7,366 ) (7,366 ) 14,732 (7,366 ) Comprehensive income (loss) attributable to Exterran stockholders $ (1,954 ) $ 12,107 $ 12,107 $ (24,214 ) $ (1,954 ) Condensed Consolidating Statement of Operations and Comprehensive Income Six Months Ended June 30, 2017 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Revenues $ — $ 378,112 $ 241,665 $ (56,651 ) $ 563,126 Cost of sales (excluding depreciation and amortization expense) — 321,106 132,486 (56,651 ) 396,941 Selling, general and administrative 1,701 43,393 43,881 — 88,975 Depreciation and amortization — 16,740 34,360 — 51,100 Restatement related charges (recoveries), net — 1,029 (15 ) — 1,014 Restructuring and other charges — 1,679 939 — 2,618 Interest expense — 17,272 2,197 — 19,469 Intercompany charges, net — 3,653 (3,653 ) — — Equity in (income) loss of affiliates (25,566 ) (61,469 ) 27,913 59,122 — Other (income) expense, net — (2,007 ) 2,919 — 912 Income before income taxes 23,865 36,716 638 (59,122 ) 2,097 Provision for income taxes — 3,161 100 7,989 11,250 Income (loss) from continuing operations 23,865 33,555 538 (67,111 ) (9,153 ) Income from discontinued operations, net of tax — — 33,018 — 33,018 Net income 23,865 33,555 33,556 (67,111 ) 23,865 Other comprehensive loss (1,026 ) (1,026 ) (1,026 ) 2,052 (1,026 ) Comprehensive income attributable to Exterran stockholders $ 22,839 $ 32,529 $ 32,530 $ (65,059 ) $ 22,839 Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2018 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Cash flows from operating activities: Net cash provided by (used in) continuing operations $ (279 ) $ (33,278 ) $ 61,697 $ — $ 28,140 Net cash provided by discontinued operations — — 881 — 881 Net cash provided by (used in) operating activities (279 ) (33,278 ) 62,578 — 29,021 Cash flows from investing activities: Capital expenditures — (27,737 ) (66,497 ) — (94,234 ) Proceeds from sale of property, plant and equipment — 45 2,327 — 2,372 Proceeds from sale of business — 5,000 — — 5,000 Intercompany transfers — 34 (3,272 ) 3,238 — Net cash used in continuing operations — (22,658 ) (67,442 ) 3,238 (86,862 ) Net cash provided by discontinued operations — — 66 — 66 Net cash used in investing activities — (22,658 ) (67,376 ) 3,238 (86,796 ) Cash flows from financing activities: Proceeds from borrowings of debt — 255,000 — — 255,000 Repayments of debt — (222,758 ) — — (222,758 ) Intercompany transfers (34 ) 3,272 — (3,238 ) — Payments for debt issuance costs — (47 ) — — (47 ) Proceeds from stock options exercised — 563 — — 563 Purchases of treasury stock — (3,481 ) — — (3,481 ) Net cash provided by (used in) financing activities (34 ) 32,549 — (3,238 ) 29,277 Effect of exchange rate changes on cash, cash equivalents and restricted cash — — (2,455 ) — (2,455 ) Net decrease in cash, cash equivalents and restricted cash (313 ) (23,387 ) (7,253 ) — (30,953 ) Cash, cash equivalents and restricted cash at beginning of period 397 24,195 25,099 — 49,691 Cash, cash equivalents and restricted cash at end of period $ 84 $ 808 $ 17,846 $ — $ 18,738 Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2017 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Cash flows from operating activities: Net cash provided by (used in) continuing operations $ (286 ) $ 18,091 $ 37,799 $ — $ 55,604 Net cash provided by discontinued operations — — 2,498 — 2,498 Net cash provided by (used in) operating activities (286 ) 18,091 40,297 — 58,102 Cash flows from investing activities: Capital expenditures — (17,999 ) (26,217 ) — (44,216 ) Proceeds from sale of property, plant and equipment — 1,930 4,497 — 6,427 Proceeds from sale of business — 894 — — 894 Intercompany transfers — (757 ) (36,494 ) 37,251 — Net cash used in continuing operations — (15,932 ) (58,214 ) 37,251 (36,895 ) Net cash provided by discontinued operations — — 19,164 — 19,164 Net cash used in investing activities — (15,932 ) (39,050 ) 37,251 (17,731 ) Cash flows from financing activities: Proceeds from borrowings of debt — 488,000 — — 488,000 Repayments of debt — (463,877 ) — — (463,877 ) Intercompany transfers 757 36,494 — (37,251 ) — Cash transfer to Archrock, Inc. — (44,720 ) — — (44,720 ) Payments for debt issuance costs — (7,606 ) — — (7,606 ) Proceeds from stock options exercised — 684 — — 684 Purchases of treasury stock — (3,124 ) — — (3,124 ) Net cash provided by (used in) financing activities 757 5,851 — (37,251 ) (30,643 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash — — (42 ) — (42 ) Net increase in cash, cash equivalents and restricted cash 471 8,010 1,205 — 9,686 Cash, cash equivalents and restricted cash at beginning of period 131 16,645 19,573 — 36,349 Cash, cash equivalents and restricted cash at end of period $ 602 $ 24,655 $ 20,778 $ — $ 46,035 |