Supplemental Guarantor Financial Information | Note 24. 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. 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 December 31, 2018 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation ASSETS Cash and cash equivalents $ 46 $ 1,185 $ 18,069 $ — $ 19,300 Restricted cash — — 178 — 178 Accounts receivable, net — 92,880 155,587 — 248,467 Inventory, net — 87,972 62,717 — 150,689 Contract assets — 67,323 24,279 — 91,602 Intercompany receivables — 158,977 379,628 (538,605 ) — Other current assets — 7,744 36,490 — 44,234 Current assets associated with discontinued operations — — 11,605 — 11,605 Total current assets 46 416,081 688,553 (538,605 ) 566,075 Property, plant and equipment, net — 303,813 597,764 — 901,577 Investment in affiliates 554,207 870,959 (316,752 ) (1,108,414 ) — Deferred income taxes — 5,493 5,877 — 11,370 Intangible and other assets, net — 32,046 54,325 — 86,371 Long-term assets associated with discontinued operations — — 1,661 — 1,661 Total assets $ 554,253 $ 1,628,392 $ 1,031,428 $ (1,647,019 ) $ 1,567,054 LIABILITIES AND EQUITY Accounts payable, trade $ — $ 133,291 $ 32,453 $ — $ 165,744 Accrued liabilities — 47,012 76,323 — 123,335 Contract liabilities — 82,367 71,116 — 153,483 Intercompany payables 1,432 379,628 157,545 (538,605 ) — Current liabilities associated with discontinued operations — — 14,767 — 14,767 Total current liabilities 1,432 642,298 352,204 (538,605 ) 457,329 Long-term debt — 403,810 — — 403,810 Deferred income taxes — — 6,005 — 6,005 Long-term contract liabilities — 17,226 84,137 — 101,363 Other long-term liabilities — 10,851 28,961 — 39,812 Long-term liabilities associated with discontinued operations — — 5,914 — 5,914 Total liabilities 1,432 1,074,185 477,221 (538,605 ) 1,014,233 Total equity 552,821 554,207 554,207 (1,108,414 ) 552,821 Total liabilities and equity $ 554,253 $ 1,628,392 $ 1,031,428 $ (1,647,019 ) $ 1,567,054 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 Year Ended December 31, 2018 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Revenues $ — $ 927,849 $ 521,879 $ (88,872 ) $ 1,360,856 Cost of sales (excluding depreciation and amortization expense) — 771,731 294,569 (88,872 ) 977,428 Selling, general and administrative 1,285 86,208 90,908 — 178,401 Depreciation and amortization — 35,754 88,168 — 123,922 Long-lived asset impairment — 3,081 777 — 3,858 Restatement related recoveries, net — (276 ) — — (276 ) Restructuring and other charges — — 1,997 — 1,997 Interest expense — 28,763 454 — 29,217 Intercompany charges, net — 6,647 (6,647 ) — — Equity in (income) loss of affiliates (25,986 ) (32,753 ) 6,767 51,972 — Other (income) expense, net (153 ) (4,625 ) 11,262 — 6,484 Income before income taxes 24,854 33,319 33,624 (51,972 ) 39,825 Provision for income taxes — 7,333 32,100 — 39,433 Income from continuing operations 24,854 25,986 1,524 (51,972 ) 392 Income from discontinued operations, net of tax — — 24,462 — 24,462 Net income 24,854 25,986 25,986 (51,972 ) 24,854 Other comprehensive loss (7,476 ) (7,476 ) (7,476 ) 14,952 (7,476 ) Comprehensive income attributable to Exterran stockholders $ 17,378 $ 18,510 $ 18,510 $ (37,020 ) $ 17,378 Condensed Consolidating Statement of Operations and Comprehensive Income Year Ended December 31, 2017 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Revenues $ — $ 838,981 $ 495,262 $ (118,949 ) $ 1,215,294 Cost of sales (excluding depreciation and amortization expense) — 716,002 271,101 (118,949 ) 868,154 Selling, general and administrative 2,327 84,111 89,880 — 176,318 Depreciation and amortization — 35,749 72,075 — 107,824 Long-lived asset impairment — 5,700 — — 5,700 Restatement related charges — 3,250 169 — 3,419 Restructuring and other charges — 2,145 1,044 — 3,189 Interest expense — 32,399 2,427 — 34,826 Intercompany charges, net — 6,355 (6,355 ) — — Equity in (income) loss of affiliates (36,207 ) (85,335 ) 49,128 72,414 — Other (income) expense, net — (2,577 ) 1,602 — (975 ) Income before income taxes 33,880 41,182 14,191 (72,414 ) 16,839 Provision for income taxes — 4,974 17,721 — 22,695 Income (loss) from continuing operations 33,880 36,208 (3,530 ) (72,414 ) (5,856 ) Income from discontinued operations, net of tax — — 39,736 — 39,736 Net income 33,880 36,208 36,206 (72,414 ) 33,880 Other comprehensive loss (1,801 ) (1,801 ) (1,801 ) 3,602 (1,801 ) Comprehensive income attributable to Exterran stockholders $ 32,079 $ 34,407 $ 34,405 $ (68,812 ) $ 32,079 Condensed Consolidating Statement of Operations and Comprehensive Loss Year Ended December 31, 2016 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Revenues $ — $ 493,428 $ 503,643 $ (91,674 ) $ 905,397 Cost of sales (excluding depreciation and amortization expense) — 399,800 288,280 (91,674 ) 596,406 Selling, general and administrative 912 84,550 72,023 — 157,485 Depreciation and amortization — 56,043 76,843 — 132,886 Long-lived asset impairment — 11,414 3,081 — 14,495 Restatement related charges 141 18,574 164 — 18,879 Restructuring and other charges — 18,640 3,398 — 22,038 Interest expense — 33,751 430 — 34,181 Intercompany charges, net — 3,576 (3,576 ) — — Equity in (income) loss of affiliates 226,873 22,869 204,004 (464,149 ) (10,403 ) Other (income) expense, net — (1,056 ) (11,990 ) — (13,046 ) Loss before income taxes (227,926 ) (154,733 ) (129,014 ) 464,149 (47,524 ) Provision for income taxes 11 72,139 52,092 — 124,242 Loss from continuing operations (227,937 ) (226,872 ) (181,106 ) 464,149 (171,766 ) Loss from discontinued operations, net of tax — — (56,171 ) — (56,171 ) Net loss (227,937 ) (226,872 ) (237,277 ) 464,149 (227,937 ) Other comprehensive income 18,310 18,310 18,310 (36,620 ) 18,310 Comprehensive loss attributable to Exterran stockholders $ (209,627 ) $ (208,562 ) $ (218,967 ) $ 427,529 $ (209,627 ) Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2018 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Cash flows from operating activities: Net cash provided by (used in) continuing operations $ (494 ) $ 21,192 $ 132,598 $ — $ 153,296 Net cash provided by discontinued operations — — 4,004 — 4,004 Net cash provided by (used in) operating activities (494 ) 21,192 136,602 — 157,300 Cash flows from investing activities: Capital expenditures — (91,027 ) (124,081 ) — (215,108 ) Proceeds from sale of property, plant and equipment — 106 2,424 — 2,530 Proceeds from sale of business — 5,000 — — 5,000 Intercompany transfers — (143 ) (34,965 ) 35,108 — Net cash used in continuing operations — (86,064 ) (156,622 ) 35,108 (207,578 ) Net cash provided by discontinued operations — — 17,009 — 17,009 Net cash used in investing activities — (86,064 ) (139,613 ) 35,108 (190,569 ) Cash flows from financing activities: Proceeds from borrowings of debt — 585,014 — — 585,014 Repayments of debt — (550,497 ) — — (550,497 ) Intercompany transfers 143 34,965 — (35,108 ) — Cash transfer to Archrock, Inc. — (18,744 ) — — (18,744 ) Payments for debt issuance costs — (4,801 ) — — (4,801 ) Proceeds from stock options exercised — 548 — — 548 Purchases of treasury stock — (4,623 ) — — (4,623 ) Net cash provided by financing activities 143 41,862 — (35,108 ) 6,897 Effect of exchange rate changes on cash, cash equivalents and restricted cash — — (3,841 ) — (3,841 ) Net decrease in cash, cash equivalents and restricted cash (351 ) (23,010 ) (6,852 ) — (30,213 ) 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 $ 46 $ 1,185 $ 18,247 $ — $ 19,478 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2017 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Cash flows from operating activities: Net cash provided by (used in) continuing operations $ (476 ) $ 74,003 $ 76,893 $ — $ 150,420 Net cash used in discontinued operations — — (1,794 ) — (1,794 ) Net cash provided by (used in) operating activities (476 ) 74,003 75,099 — 148,626 Cash flows from investing activities: Capital expenditures — (54,527 ) (77,146 ) — (131,673 ) Proceeds from sale of property, plant and equipment — 3,809 5,057 — 8,866 Proceeds from sale of business — 894 — — 894 Intercompany transfers — (742 ) (16,267 ) 17,009 — Net cash used in continuing operations — (50,566 ) (88,356 ) 17,009 (121,913 ) Net cash provided by discontinued operations — — 19,575 — 19,575 Net cash used in investing activities — (50,566 ) (68,781 ) 17,009 (102,338 ) Cash flows from financing activities: Proceeds from borrowings of debt — 501,088 — — 501,088 Repayments of debt — (476,503 ) — — (476,503 ) Intercompany transfers 742 16,267 — (17,009 ) — 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 — (4,792 ) — — (4,792 ) Net cash provided by (used in) financing activities 742 (15,887 ) — (17,009 ) (32,154 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash — — (792 ) — (792 ) Net increase in cash, cash equivalents and restricted cash 266 7,550 5,526 — 13,342 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 $ 397 $ 24,195 $ 25,099 $ — $ 49,691 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2016 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Cash flows from operating activities: Net cash provided by (used in) continuing operations $ (53 ) $ 84,164 $ 178,378 $ — $ 262,489 Net cash provided by discontinued operations — — 1,016 — 1,016 Net cash provided by (used in) operating activities (53 ) 84,164 179,394 — 263,505 Cash flows from investing activities: Capital expenditures — (26,670 ) (47,000 ) — (73,670 ) Proceeds from sale of property, plant and equipment — 1,488 1,326 — 2,814 Intercompany transfers — (147 ) (188,180 ) 188,327 — Return of investments in non-consolidated affiliates — — 10,403 — 10,403 Settlement of foreign currency derivatives — (709 ) — — (709 ) Net cash used in continuing operations — (26,038 ) (223,451 ) 188,327 (61,162 ) Net cash provided by discontinued operations — — 36,079 — 36,079 Net cash used in investing activities — (26,038 ) (187,372 ) 188,327 (25,083 ) Cash flows from financing activities: Proceeds from borrowings of debt — 430,758 — — 430,758 Repayments of debt — (610,261 ) — — (610,261 ) Intercompany transfers 147 188,180 — (188,327 ) — Cash transfer to Archrock, Inc. — (49,176 ) — — (49,176 ) Payments for debt issuance costs — (779 ) — — (779 ) Proceeds from stock options exercised — 786 — — 786 Purchases of treasury stock — (2,091 ) — — (2,091 ) Net cash provided by (used in) financing activities 147 (42,583 ) — (188,327 ) (230,763 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash — — (1,832 ) — (1,832 ) Net increase (decrease) in cash, cash equivalents and restricted cash 94 15,543 (9,810 ) — 5,827 Cash, cash equivalents and restricted cash at beginning of period 37 1,102 29,383 — 30,522 Cash, cash equivalents and restricted cash at end of period $ 131 $ 16,645 $ 19,573 $ — $ 36,349 |