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 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 September 30, 2018 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation ASSETS Cash and cash equivalents $ 6 $ 6,756 $ 30,204 $ — $ 36,966 Restricted cash — — 546 — 546 Accounts receivable, net — 88,840 154,601 — 243,441 Inventory, net — 79,158 62,688 — 141,846 Contract assets — 45,095 26,746 — 71,841 Intercompany receivables — 158,454 348,837 (507,291 ) — Other current assets — 9,139 31,343 — 40,482 Current assets associated with discontinued operations — — 12,925 — 12,925 Total current assets 6 387,442 667,890 (507,291 ) 548,047 Property, plant and equipment, net — 285,530 575,467 — 860,997 Investment in affiliates 554,384 865,011 (310,627 ) (1,108,768 ) — Deferred income taxes — 5,575 8,156 — 13,731 Intangible and other assets, net — 29,046 58,369 — 87,415 Long-term assets associated with discontinued operations — — 2,302 — 2,302 Total assets $ 554,390 $ 1,572,604 $ 1,001,557 $ (1,616,059 ) $ 1,512,492 LIABILITIES AND EQUITY Accounts payable, trade $ — $ 131,794 $ 34,564 $ — $ 166,358 Accrued liabilities — 49,621 78,233 — 127,854 Contract liabilities — 48,253 40,934 — 89,187 Intercompany payables 1,284 348,837 157,170 (507,291 ) — Current liabilities associated with discontinued operations — — 15,978 — 15,978 Total current liabilities 1,284 578,505 326,879 (507,291 ) 399,377 Long-term debt — 418,668 — — 418,668 Deferred income taxes — — 6,356 — 6,356 Long-term contract liabilities — 11,047 78,689 — 89,736 Other long-term liabilities — 10,000 28,948 — 38,948 Long-term liabilities associated with discontinued operations — — 6,301 — 6,301 Total liabilities 1,284 1,018,220 447,173 (507,291 ) 959,386 Total Equity 553,106 554,384 554,384 (1,108,768 ) 553,106 Total liabilities and equity $ 554,390 $ 1,572,604 $ 1,001,557 $ (1,616,059 ) $ 1,512,492 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 September 30, 2018 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Revenues $ — $ 223,429 $ 129,517 $ (18,097 ) $ 334,849 Cost of sales (excluding depreciation and amortization expense) — 183,640 72,569 (18,097 ) 238,112 Selling, general and administrative 285 23,035 21,783 — 45,103 Depreciation and amortization — 9,015 22,093 — 31,108 Long-lived asset impairment — 1,277 777 — 2,054 Restatement related recoveries, net — (342 ) — — (342 ) Restructuring and other charges — — 264 — 264 Interest expense — 8,941 (1,256 ) — 7,685 Intercompany charges, net — 1,880 (1,880 ) — — Equity in (income) loss of affiliates (5,654 ) (4,186 ) 15,774 (5,934 ) — Other (income) expense, net — (477 ) 192 — (285 ) Income (loss) before income taxes 5,369 646 (799 ) 5,934 11,150 Provision for income taxes — 12,234 12,962 (17,242 ) 7,954 Income (loss) from continuing operations 5,369 (11,588 ) (13,761 ) 23,176 3,196 Income from discontinued operations, net of tax — — 2,173 — 2,173 Net income (loss) 5,369 (11,588 ) (11,588 ) 23,176 5,369 Other comprehensive loss (2,673 ) (2,673 ) (2,673 ) 5,346 (2,673 ) Comprehensive income (loss) attributable to Exterran stockholders $ 2,696 $ (14,261 ) $ (14,261 ) $ 28,522 $ 2,696 Condensed Consolidating Statement of Operations and Comprehensive Income Three Months Ended September 30, 2017 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Revenues $ — $ 228,424 $ 125,020 $ (38,965 ) $ 314,479 Cost of sales (excluding depreciation and amortization expense) — 195,828 70,299 (38,965 ) 227,162 Selling, general and administrative 310 20,297 22,273 — 42,880 Depreciation and amortization — 8,872 18,138 — 27,010 Restatement related charges, net — 1,861 136 — 1,997 Restructuring and other charges — 310 107 — 417 Interest expense — 7,797 63 — 7,860 Intercompany charges, net — 1,479 (1,479 ) — — Equity in (income) loss of affiliates (3,666 ) (16,463 ) 8,678 11,451 — Other (income) expense, net 3 (321 ) (2,106 ) — (2,424 ) Income before income taxes 3,353 8,764 8,911 (11,451 ) 9,577 Provision for income taxes — 979 3,264 4,120 8,363 Income from continuing operations 3,353 7,785 5,647 (15,571 ) 1,214 Income from discontinued operations, net of tax — — 2,139 — 2,139 Net income 3,353 7,785 7,786 (15,571 ) 3,353 Other comprehensive income 1,310 1,310 1,310 (2,620 ) 1,310 Comprehensive income attributable to Exterran stockholders $ 4,663 $ 9,095 $ 9,096 $ (18,191 ) $ 4,663 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Nine Months Ended September 30, 2018 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Revenues $ — $ 722,078 $ 369,209 $ (62,584 ) $ 1,028,703 Cost of sales (excluding depreciation and amortization expense) — 600,393 202,761 (62,584 ) 740,570 Selling, general and administrative 920 65,152 67,655 — 133,727 Depreciation and amortization — 27,030 65,291 — 92,321 Long-lived asset impairment — 3,081 777 — 3,858 Restatement related recoveries, net — (318 ) — — (318 ) Restructuring and other charges — — 1,686 — 1,686 Interest expense — 21,438 349 — 21,787 Intercompany charges, net — 4,953 (4,953 ) — — Equity in (income) loss of affiliates (11,548 ) (13,817 ) 5,932 19,433 — Other (income) expense, net (153 ) (1,846 ) 8,338 — 6,339 Income before income taxes 10,781 16,012 21,373 (19,433 ) 28,733 Provision for income taxes — 8,127 18,604 (3,663 ) 23,068 Income from continuing operations 10,781 7,885 2,769 (15,770 ) 5,665 Income from discontinued operations, net of tax — — 5,116 — 5,116 Net income 10,781 7,885 7,885 (15,770 ) 10,781 Other comprehensive loss (10,039 ) (10,039 ) (10,039 ) 20,078 (10,039 ) Comprehensive income (loss) attributable to Exterran stockholders $ 742 $ (2,154 ) $ (2,154 ) $ 4,308 $ 742 Condensed Consolidating Statement of Operations and Comprehensive Income Nine Months Ended September 30, 2017 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Revenues $ — $ 606,536 $ 366,685 $ (95,616 ) $ 877,605 Cost of sales (excluding depreciation and amortization expense) — 516,934 202,785 (95,616 ) 624,103 Selling, general and administrative 2,011 63,690 66,154 — 131,855 Depreciation and amortization — 25,612 52,498 — 78,110 Restatement related charges, net — 2,890 121 — 3,011 Restructuring and other charges — 1,989 1,046 — 3,035 Interest expense — 25,069 2,260 — 27,329 Intercompany charges, net — 5,132 (5,132 ) — — Equity in (income) loss of affiliates (29,232 ) (77,932 ) 36,591 70,573 — Other (income) expense, net 3 (2,328 ) 813 — (1,512 ) Income before income taxes 27,218 45,480 9,549 (70,573 ) 11,674 Provision for income taxes — 4,140 3,364 12,109 19,613 Income (loss) from continuing operations 27,218 41,340 6,185 (82,682 ) (7,939 ) Income from discontinued operations, net of tax — — 35,157 — 35,157 Net income 27,218 41,340 41,342 (82,682 ) 27,218 Other comprehensive income 284 284 284 (568 ) 284 Comprehensive income attributable to Exterran stockholders $ 27,502 $ 41,624 $ 41,626 $ (83,250 ) $ 27,502 Condensed Consolidating Statement of Cash Flows Nine Months Ended September 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 $ (386 ) $ (7,525 ) $ 96,704 $ — $ 88,793 Net cash provided by discontinued operations — — 1,144 — 1,144 Net cash provided by (used in) operating activities (386 ) (7,525 ) 97,848 — 89,937 Cash flows from investing activities: Capital expenditures — (54,713 ) (97,513 ) — (152,226 ) Proceeds from sale of property, plant and equipment — 51 2,379 — 2,430 Proceeds from sale of business — 5,000 — — 5,000 Intercompany transfers — 5 6,562 (6,567 ) — Net cash used in continuing operations — (49,657 ) (88,572 ) (6,567 ) (144,796 ) Net cash provided by discontinued operations — — 66 — 66 Net cash used in investing activities — (49,657 ) (88,506 ) (6,567 ) (144,730 ) Cash flows from financing activities: Proceeds from borrowings of debt — 415,000 — — 415,000 Repayments of debt — (365,371 ) — — (365,371 ) Intercompany transfers (5 ) (6,562 ) — 6,567 — Payments for debt issuance costs — (92 ) — — (92 ) Proceeds from stock options exercised — 548 — — 548 Purchases of treasury stock — (3,780 ) — — (3,780 ) Net cash provided by (used in) financing activities (5 ) 39,743 — 6,567 46,305 Effect of exchange rate changes on cash, cash equivalents and restricted cash — — (3,691 ) — (3,691 ) Net increase (decrease) in cash, cash equivalents and restricted cash (391 ) (17,439 ) 5,651 — (12,179 ) 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 $ 6 $ 6,756 $ 30,750 $ — $ 37,512 Condensed Consolidating Statement of Cash Flows Nine Months Ended September 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 $ (391 ) $ 50,993 $ 70,632 $ — $ 121,234 Net cash used in discontinued operations — — (1,937 ) — (1,937 ) Net cash provided by (used in) operating activities (391 ) 50,993 68,695 — 119,297 Cash flows from investing activities: Capital expenditures — (31,582 ) (47,540 ) — (79,122 ) Proceeds from sale of property, plant and equipment — 1,988 4,567 — 6,555 Proceeds from sale of business — 894 — — 894 Intercompany transfers — (684 ) (43,042 ) 43,726 — Net cash used in continuing operations — (29,384 ) (86,015 ) 43,726 (71,673 ) Net cash provided by discontinued operations — — 19,354 — 19,354 Net cash used in investing activities — (29,384 ) (66,661 ) 43,726 (52,319 ) Cash flows from financing activities: Proceeds from borrowings of debt — 488,000 — — 488,000 Repayments of debt — (463,940 ) — — (463,940 ) Intercompany transfers 684 43,042 — (43,726 ) — Cash transfer to Archrock, Inc. — (44,720 ) — — (44,720 ) Payments for debt issuance costs — (7,911 ) — — (7,911 ) Proceeds from stock options exercised — 684 — — 684 Purchases of treasury stock — (3,319 ) — — (3,319 ) Net cash provided by (used in) financing activities 684 11,836 — (43,726 ) (31,206 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash — — (373 ) — (373 ) Net increase in cash, cash equivalents and restricted cash 293 33,445 1,661 — 35,399 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 $ 424 $ 50,090 $ 21,234 $ — $ 71,748 |