Supplemental Guarantor Financial Information | Note 18 - 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 Condensed Consolidating Balance Sheet June 30, 2019 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation ASSETS Cash and cash equivalents $ 114 $ 1,891 $ 15,167 $ — $ 17,172 Restricted cash — — 25 — 25 Accounts receivable, net — 81,175 185,392 — 266,567 Inventory, net — 101,580 75,234 — 176,814 Contract assets — 19,919 23,399 — 43,318 Intercompany receivables — 219,257 407,208 (626,465 ) — Other current assets — 11,323 23,953 — 35,276 Current assets associated with discontinued operations — — 4,293 — 4,293 Total current assets 114 435,145 734,671 (626,465 ) 543,465 Property, plant and equipment, net — 256,883 689,300 — 946,183 Operating lease right-of-use assets — 11,910 18,271 — 30,181 Investment in affiliates 540,450 907,557 (367,107 ) (1,080,900 ) — Deferred income taxes — 3,343 7,967 — 11,310 Intangible and other assets, net — 31,309 57,128 — 88,437 Long-term assets held for sale — 5,445 — — 5,445 Long-term assets associated with discontinued operations — — 2,984 — 2,984 Total assets $ 540,564 $ 1,651,592 $ 1,143,214 $ (1,707,365 ) $ 1,628,005 LIABILITIES AND EQUITY Accounts payable, trade $ — $ 103,843 $ 52,620 $ — $ 156,463 Accrued liabilities — 36,194 78,258 — 114,452 Contract liabilities — 51,561 63,590 — 115,151 Current operating lease liabilities — 1,941 4,730 — 6,671 Intercompany payables 20,582 407,208 198,675 (626,465 ) — Current liabilities associated with discontinued operations — — 9,548 — 9,548 Total current liabilities 20,582 600,747 407,421 (626,465 ) 402,285 Long-term debt — 459,093 — — 459,093 Deferred income taxes — — 4,492 — 4,492 Long-term contract liabilities — 22,332 146,747 — 169,079 Long-term operating lease liabilities — 16,831 12,726 — 29,557 Other long-term liabilities — 12,139 30,760 — 42,899 Long-term liabilities associated with discontinued operations — — 618 — 618 Total liabilities 20,582 1,111,142 602,764 (626,465 ) 1,108,023 Total equity 519,982 540,450 540,450 (1,080,900 ) 519,982 Total liabilities and equity $ 540,564 $ 1,651,592 $ 1,143,214 $ (1,707,365 ) $ 1,628,005 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 Statement of Operations and Comprehensive Loss Three Months Ended June 30, 2019 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Revenues $ — $ 250,044 $ 181,098 $ (40,268 ) $ 390,874 Cost of sales (excluding depreciation and amortization expense) — 220,684 111,543 (40,268 ) 291,959 Selling, general and administrative 244 23,342 22,050 — 45,636 Depreciation and amortization — 14,312 22,007 — 36,319 Long-lived asset impairment — 5,919 — — 5,919 Restatement recoveries, net — (28 ) — — (28 ) Restructuring and other charges — 3,419 2,369 — 5,788 Interest expense — 9,799 129 — 9,928 Intercompany charges, net — 2,026 (2,026 ) — — Equity in (income) loss of affiliates 7,061 69,429 (52,968 ) (23,522 ) — Other (income) expense, net — (88,291 ) 87,814 — (477 ) Loss before income taxes (7,305 ) (10,567 ) (9,820 ) 23,522 (4,170 ) Provision for income taxes — 5,894 14,098 (9,400 ) 10,592 Loss from continuing operations (7,305 ) (16,461 ) (23,918 ) 32,922 (14,762 ) Income from discontinued operations, net of tax — — 7,457 — 7,457 Net loss (7,305 ) (16,461 ) (16,461 ) 32,922 (7,305 ) Other comprehensive income 420 420 420 (840 ) 420 Comprehensive loss attributable to Exterran stockholders $ (6,885 ) $ (16,041 ) $ (16,041 ) $ 32,082 $ (6,885 ) 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 Loss Six Months Ended June 30, 2019 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Revenues $ — $ 464,834 $ 345,729 $ (68,243 ) $ 742,320 Cost of sales (excluding depreciation and amortization expense) — 405,990 213,056 (68,243 ) 550,803 Selling, general and administrative 541 45,449 43,098 — 89,088 Depreciation and amortization — 29,239 45,297 — 74,536 Long-lived asset impairment — 5,919 — — 5,919 Restatement related charges — 20 — — 20 Restructuring and other charges — 3,419 2,753 — 6,172 Interest expense — 18,269 (178 ) — 18,091 Intercompany charges, net — 3,945 (3,945 ) — — Equity in (income) loss of affiliates 12,158 54,396 (32,838 ) (33,716 ) — Other (income) expense, net — (88,332 ) 86,610 — (1,722 ) Loss before income taxes (12,699 ) (13,480 ) (8,124 ) 33,716 (587 ) Provision for income taxes — 8,078 21,054 (9,400 ) 19,732 Loss from continuing operations (12,699 ) (21,558 ) (29,178 ) 43,116 (20,319 ) Income from discontinued operations, net of tax — — 7,620 — 7,620 Net loss (12,699 ) (21,558 ) (21,558 ) 43,116 (12,699 ) Other comprehensive loss (548 ) (548 ) (548 ) 1,096 (548 ) Comprehensive loss attributable to Exterran stockholders $ (13,247 ) $ (22,106 ) $ (22,106 ) $ 44,212 $ (13,247 ) 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 Cash Flows Six Months Ended June 30, 2019 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Cash flows from operating activities: Net cash provided by (used in) continuing operations $ (294 ) $ (29,127 ) $ 113,247 $ — $ 83,826 Net cash provided by discontinued operations — — 3,102 — 3,102 Net cash provided by (used in) operating activities (294 ) (29,127 ) 116,349 — 86,928 Cash flows from investing activities: Capital expenditures — (49,353 ) (76,763 ) — (126,116 ) Proceeds from sale of property, plant and equipment — 725 3,424 — 4,149 Intercompany transfers — (19,150 ) (45,735 ) 64,885 — Settlement of foreign currency derivatives — (794 ) — — (794 ) Net cash used in investing activities — (68,572 ) (119,074 ) 64,885 (122,761 ) Cash flows from financing activities: Proceeds from borrowings of debt — 386,000 — — 386,000 Repayments of debt — (331,225 ) — — (331,225 ) Intercompany transfers 19,150 45,735 — (64,885 ) — Transfers from Archrock, Inc. — 420 — — 420 Purchases of treasury stock (18,787 ) (2,524 ) — — (21,311 ) Net cash provided by financing activities 363 98,406 — (64,885 ) 33,884 Effect of exchange rate changes on cash, cash equivalents and restricted cash — — (332 ) — (332 ) Net increase (decrease) in cash, cash equivalents and restricted cash 69 707 (3,057 ) — (2,281 ) Cash, cash equivalents and restricted cash at beginning of period 45 1,184 18,249 — 19,478 Cash, cash equivalents and restricted cash at end of period $ 114 $ 1,891 $ 15,192 $ — $ 17,197 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 |