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Supplemental Guarantor Financial Information | 3 Months Ended
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Mar. 31, 2014
Supplemental Guarantor Financial Information |
Supplemental Guarantor Financial Information | 18. Supplemental Guarantor Financial Information Exterran Holdings, Inc. (“Parent”) is the issuer of our 7.25% senior notes with an aggregate principal amount of $350.0 million due December 2018 (the “7.25% Notes”). Exterran Energy Solutions, L.P., EES Leasing LLC, EXH GP LP LLC and EXH MLP LP LLC (each a 100% owned subsidiary; together, the “Guarantor Subsidiaries”), have agreed to fully and unconditionally on a joint and several senior unsecured basis guarantee Parent’s obligations relating to the 7.25% Notes. As a result of these guarantees, we are presenting the following condensed consolidating financial information pursuant to Rule 3-10 of Regulation S-X. These schedules are presented using the equity method of accounting for all periods presented. 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. The Other Subsidiaries column includes financial information for those subsidiaries that do not guarantee the 7.25% Notes. Condensed Consolidating Balance Sheet March 31, 2014 (In thousands)
|  | Parent |  | Guarantor Subsidiaries |  | Other Subsidiaries |  | Eliminations |  | Consolidation |
ASSETS |  |  |  |  |  |  |  |  |  |  |
Current assets |  | $ | 11,562 |  | $ | 692,080 |  | $ | 538,962 |  | $ | — |  | $ | 1,242,604 |
Current assets associated with discontinued operations |  | — |  | — |  | 358 |  | — |  | 358 |
Total current assets |  | 11,562 |  | 692,080 |  | 539,320 |  | — |  | 1,242,962 |
Property, plant and equipment, net |  | — |  | 1,137,134 |  | 1,697,054 |  | — |  | 2,834,188 |
Investments in affiliates |  | 1,901,851 |  | 1,730,833 |  | — |  | (3,632,684 | ) | — |
Intangible and other assets, net |  | 7,876 |  | 31,446 |  | 142,245 |  | — |  | 181,567 |
Intercompany receivables |  | 578,500 |  | 14,501 |  | 647,329 |  | (1,240,330 | ) | — |
Long-term assets associated with discontinued operations |  | — |  | — |  | 20,219 |  | — |  | 20,219 |
Total long-term assets |  | 2,488,227 |  | 2,913,914 |  | 2,506,847 |  | (4,873,014 | ) | 3,035,974 |
Total assets |  | $ | 2,499,789 |  | $ | 3,605,994 |  | $ | 3,046,167 |  | $ | (4,873,014 | ) | $ | 4,278,936 |
LIABILITIES AND EQUITY |  |  |  |  |  |  |  |  |  |  |
Current liabilities |  | $ | 13,902 |  | $ | 318,420 |  | $ | 256,590 |  | $ | — |  | $ | 588,912 |
Current liabilities associated with discontinued operations |  | — |  | — |  | 2,113 |  | — |  | 2,113 |
Total current liabilities |  | 13,902 |  | 318,420 |  | 258,703 |  | — |  | 591,025 |
Long-term debt |  | 782,384 |  | 1,444 |  | 801,595 |  | — |  | 1,585,423 |
Intercompany payables |  | — |  | 1,225,829 |  | 14,501 |  | (1,240,330 | ) | — |
Other long-term liabilities |  | 716 |  | 158,450 |  | 101,930 |  | — |  | 261,096 |
Long-term liabilities associated with discontinued operations |  | — |  | — |  | 344 |  | — |  | 344 |
Total liabilities |  | 797,002 |  | 1,704,143 |  | 1,177,073 |  | (1,240,330 | ) | 2,437,888 |
Total equity |  | 1,702,787 |  | 1,901,851 |  | 1,869,094 |  | (3,632,684 | ) | 1,841,048 |
Total liabilities and equity |  | $ | 2,499,789 |  | $ | 3,605,994 |  | $ | 3,046,167 |  | $ | (4,873,014 | ) | $ | 4,278,936 |
Condensed Consolidating Balance Sheet December 31, 2013 (In thousands)
|  | Parent |  | Guarantor Subsidiaries |  | Other Subsidiaries |  | Eliminations |  | Consolidation |
ASSETS |  |  |  |  |  |  |  |  |  |  |
Current assets |  | $ | 141 |  | $ | 710,801 |  | $ | 509,747 |  | $ | — |  | $ | 1,220,689 |
Current assets associated with discontinued operations |  | — |  | — |  | 442 |  | — |  | 442 |
Total current assets |  | 141 |  | 710,801 |  | 510,189 |  | — |  | 1,221,131 |
Property, plant and equipment, net |  | — |  | 1,143,111 |  | 1,677,161 |  | — |  | 2,820,272 |
Investments in affiliates |  | 1,851,131 |  | 1,680,215 |  | — |  | (3,531,346 | ) | — |
Intangible and other assets, net |  | 20,060 |  | 29,555 |  | 126,451 |  | (11,230 | ) | 164,836 |
Intercompany receivables |  | 536,382 |  | 14,818 |  | 633,678 |  | (1,184,878 | ) | — |
Long-term assets associated with discontinued operations |  | — |  | — |  | 20,918 |  | — |  | 20,918 |
Total long-term assets |  | 2,407,573 |  | 2,867,699 |  | 2,458,208 |  | (4,727,454 | ) | 3,006,026 |
Total assets |  | $ | 2,407,714 |  | $ | 3,578,500 |  | $ | 2,968,397 |  | $ | (4,727,454 | ) | $ | 4,227,157 |
LIABILITIES AND EQUITY |  |  |  |  |  |  |  |  |  |  |
Current liabilities |  | $ | 2,963 |  | $ | 369,829 |  | $ | 264,681 |  | $ | — |  | $ | 637,473 |
Current liabilities associated with discontinued operations |  | — |  | — |  | 3,233 |  | — |  | 3,233 |
Total current liabilities |  | 2,963 |  | 369,829 |  | 267,914 |  | — |  | 640,706 |
Long-term debt |  | 742,661 |  | 1,539 |  | 757,955 |  | — |  | 1,502,155 |
Intercompany payables |  | — |  | 1,170,060 |  | 14,818 |  | (1,184,878 | ) | — |
Other long-term liabilities |  | — |  | 185,941 |  | 95,710 |  | (11,230 | ) | 270,421 |
Long-term liabilities associated with discontinued operations |  | — |  | — |  | 447 |  | — |  | 447 |
Total liabilities |  | 745,624 |  | 1,727,369 |  | 1,136,844 |  | (1,196,108 | ) | 2,413,729 |
Total equity |  | 1,662,090 |  | 1,851,131 |  | 1,831,553 |  | (3,531,346 | ) | 1,813,428 |
Total liabilities and equity |  | $ | 2,407,714 |  | $ | 3,578,500 |  | $ | 2,968,397 |  | $ | (4,727,454 | ) | $ | 4,227,157 |
Condensed Consolidating Statement of Operations and Comprehensive Income Three Months Ended March 31, 2014 (In thousands)
|  | Parent |  | Guarantor Subsidiaries |  | Other Subsidiaries |  | Eliminations |  | Consolidation |
Revenues |  | $ | — |  | $ | 340,903 |  | $ | 346,638 |  | $ | (44,533 | ) | $ | 643,008 |
Costs of sales (excluding depreciation and amortization expense) |  | — |  | 245,916 |  | 208,139 |  | (44,533 | ) | 409,522 |
Selling, general and administrative |  | 46 |  | 45,812 |  | 46,720 |  | — |  | 92,578 |
Depreciation and amortization |  | — |  | 35,407 |  | 50,115 |  | — |  | 85,522 |
Long-lived asset impairment |  | — |  | 1,321 |  | 2,486 |  | — |  | 3,807 |
Restructuring charges |  | — |  | 4,443 |  | 379 |  | — |  | 4,822 |
Interest expense |  | 18,480 |  | 258 |  | 9,570 |  | — |  | 28,308 |
Intercompany charges, net |  | (8,963 | ) | 8,243 |  | 720 |  | — |  | — |
Equity in income of affiliates |  | (38,822 | ) | (42,431 | ) | (4,693 | ) | 81,253 |  | (4,693 | )
Other (income) expense, net |  | 10 |  | 595 |  | (3,039 | ) | — |  | (2,434 | )
Income before income taxes |  | 29,249 |  | 41,339 |  | 36,241 |  | (81,253 | ) | 25,576 |
Provision for (benefit from) income taxes |  | (3,347 | ) | 2,517 |  | 10,239 |  | — |  | 9,409 |
Income from continuing operations |  | 32,596 |  | 38,822 |  | 26,002 |  | (81,253 | ) | 16,167 |
Income from discontinued operations, net of tax |  | — |  | — |  | 18,727 |  | — |  | 18,727 |
Net income |  | 32,596 |  | 38,822 |  | 44,729 |  | (81,253 | ) | 34,894 |
Less: Net income attributable to the noncontrolling interest |  | — |  | — |  | (2,298 | ) | — |  | (2,298 | )
Net income attributable to Exterran stockholders |  | 32,596 |  | 38,822 |  | 42,431 |  | (81,253 | ) | 32,596 |
Other comprehensive income attributable to Exterran stockholders |  | 1,318 |  | 998 |  | 1,153 |  | (2,151 | ) | 1,318 |
Comprehensive income attributable to Exterran stockholders |  | $ | 33,914 |  | $ | 39,820 |  | $ | 43,584 |  | $ | (83,404 | ) | $ | 33,914 |
Condensed Consolidating Statement of Operations and Comprehensive Income Three Months Ended March 31, 2013 (In thousands)
|  | Parent |  | Guarantor Subsidiaries |  | Other Subsidiaries |  | Eliminations |  | Consolidation |
Revenues |  | $ | — |  | $ | 535,427 |  | $ | 377,390 |  | $ | (102,921 | ) | $ | 809,896 |
Costs of sales (excluding depreciation and amortization expense) |  | — |  | 429,448 |  | 258,627 |  | (102,921 | ) | 585,154 |
Selling, general and administrative |  | 102 |  | 45,689 |  | 39,083 |  | — |  | 84,874 |
Depreciation and amortization |  | — |  | 34,032 |  | 48,614 |  | — |  | 82,646 |
Long-lived asset impairment |  | — |  | 1,895 |  | 1,668 |  | — |  | 3,563 |
Interest expense |  | 20,023 |  | 485 |  | 7,366 |  | — |  | 27,874 |
Intercompany charges, net |  | (9,085 | ) | 8,147 |  | 938 |  | — |  | — |
Equity in income of affiliates |  | (57,703 | ) | (53,188 | ) | (4,665 | ) | 110,891 |  | (4,665 | )
Other (income) expense, net |  | 9 |  | (7,007 | ) | (2,810 | ) | — |  | (9,808 | )
Income before income taxes |  | 46,654 |  | 75,926 |  | 28,569 |  | (110,891 | ) | 40,258 |
Provision for (benefit from) income taxes |  | (3,551 | ) | 18,223 |  | 311 |  | — |  | 14,983 |
Income from continuing operations |  | 50,205 |  | 57,703 |  | 28,258 |  | (110,891 | ) | 25,275 |
Income from discontinued operations, net of tax |  | — |  | — |  | 33,516 |  | — |  | 33,516 |
Net income |  | 50,205 |  | 57,703 |  | 61,774 |  | (110,891 | ) | 58,791 |
Less: Net income attributable to the noncontrolling interest |  | — |  | — |  | (8,586 | ) | — |  | (8,586 | )
Net income attributable to Exterran stockholders |  | 50,205 |  | 57,703 |  | 53,188 |  | (110,891 | ) | 50,205 |
Other comprehensive loss attributable to Exterran stockholders |  | (5,443 | ) | (5,335 | ) | (4,863 | ) | 10,198 |  | (5,443 | )
Comprehensive income attributable to Exterran stockholders |  | $ | 44,762 |  | $ | 52,368 |  | $ | 48,325 |  | $ | (100,693 | ) | $ | 44,762 |
Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2014 (In thousands)
|  | Parent |  | Guarantor Subsidiaries |  | Other Subsidiaries |  | Eliminations |  | Consolidation |
Cash flows from operating activities: |  |  |  |  |  |  |  |  |  |  |
Net cash provided by (used in) continuing operations |  | $ | 4,856 |  | $ | (20,344 | ) | $ | 68,341 |  | $ | — |  | $ | 52,853 |
Net cash provided by discontinued operations |  | — |  | — |  | 1,039 |  | — |  | 1,039 |
Net cash provided by (used in) operating activities |  | 4,856 |  | (20,344 | ) | 69,380 |  | — |  | 53,892 |
Cash flows from investing activities: |  |  |  |  |  |  |  |  |  |  |
Capital expenditures |  | — |  | (32,264 | ) | (66,950 | ) | — |  | (99,214 | )
Proceeds from sale of property, plant and equipment |  | — |  | 5,490 |  | 5,373 |  | — |  | 10,863 |
Escrow deposit for MidCon acquisition |  | — |  | — |  | (17,000 | ) | — |  | (17,000 | )
Capital distributions received from consolidated subsidiaries |  | — |  | 12,971 |  | — |  | (12,971 | ) | — |
Return of investments in non-consolidated affiliates |  | — |  | — |  | 4,890 |  | — |  | 4,890 |
Investment in consolidated subsidiaries |  | — |  | (6,156 | ) | — |  | 6,156 |  | — |
Cash invested in non-consolidated subsidiaries |  | — |  | — |  | (197 | ) | — |  | (197 | )
Return of investments in consolidated subsidiaries |  | 7,481 |  | — |  | — |  | (7,481 | ) | — |
Net cash provided by (used in) continuing operations |  | 7,481 |  | (19,959 | ) | (73,884 | ) | (14,296 | ) | (100,658 | )
Net cash provided by discontinued operations |  | — |  | — |  | 16,726 |  | — |  | 16,726 |
Net cash provided by (used in) investing activities |  | 7,481 |  | (19,959 | ) | (57,158 | ) | (14,296 | ) | (83,932 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |  |  |  |
Proceeds from borrowings of long-term debt |  | 241,500 |  | — |  | 91,000 |  | — |  | 332,500 |
Repayments of long-term debt |  | (208,000 | ) | — |  | (47,500 | ) | — |  | (255,500 | )
Payments for settlement of interest rate swaps that include financing element |  | — |  | — |  | (913 | ) | — |  | (913 | )
Proceeds from stock options exercised |  | 8,520 |  | — |  | — |  | — |  | 8,520 |
Proceeds from stock issued pursuant to our employee stock purchase plan |  | 404 |  | — |  | — |  | — |  | 404 |
Purchases of treasury stock |  | (5,349 | ) | — |  | — |  | — |  | (5,349 | )
Dividends to Exterran stockholders |  | (9,989 | ) | — |  | — |  | — |  | (9,989 | )
Stock-based compensation excess tax benefit |  | 6,470 |  | — |  | — |  | — |  | 6,470 |
Distributions to noncontrolling partners in the Partnership |  | — |  | — |  | (28,840 | ) | 12,971 |  | (15,869 | )
Capital distributions to affiliates |  | — |  | (7,481 | ) | — |  | 7,481 |  | — |
Capital contributions received from consolidated subsidiaries |  | — |  | — |  | 6,156 |  | (6,156 | ) | — |
Borrowings (repayments) between consolidated subsidiaries, net |  | (45,862 | ) | 48,373 |  | (2,511 | ) | — |  | — |
Net cash provided by (used in) financing activities |  | (12,306 | ) | 40,892 |  | 17,392 |  | 14,296 |  | 60,274 |
Effect of exchange rate changes on cash and cash equivalents |  | — |  | — |  | (4,409 | ) | — |  | (4,409 | )
Net increase in cash and cash equivalents |  | 31 |  | 589 |  | 25,205 |  | — |  | 25,825 |
Cash and cash equivalents at beginning of period |  | 11 |  | 1,554 |  | 34,100 |  | — |  | 35,665 |
Cash and cash equivalents at end of period |  | $ | 42 |  | $ | 2,143 |  | $ | 59,305 |  | $ | — |  | $ | 61,490 |
Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2013 (In thousands)
|  | Parent |  | Guarantor Subsidiaries |  | Other Subsidiaries |  | Eliminations |  | Consolidation |
Cash flows from operating activities: |  |  |  |  |  |  |  |  |  |  |
Net cash provided by (used in) continuing operations |  | $ | 6,851 |  | $ | 19,866 |  | $ | (7,493 | ) | $ | — |  | $ | 19,224 |
Net cash provided by discontinued operations |  | — |  | — |  | 3,518 |  | — |  | 3,518 |
Net cash provided by (used in) operating activities |  | 6,851 |  | 19,866 |  | (3,975 | ) | — |  | 22,742 |
Cash flows from investing activities: |  |  |  |  |  |  |  |  |  |  |
Capital expenditures |  | — |  | (68,670 | ) | (41,698 | ) | 3,378 |  | (106,990 | )
Proceeds from sale of property, plant and equipment |  | — |  | 13,522 |  | 4,801 |  | (3,378 | ) | 14,945 |
Capital distributions received from consolidated subsidiaries |  | — |  | 8,069 |  | — |  | (8,069 | ) | — |
Return of investment in non-consolidated subsidiaries |  | — |  | — |  | 4,665 |  | — |  | 4,665 |
Investment in consolidated subsidiaries |  | — |  | (5,357 | ) | — |  | 5,357 |  | — |
Net cash used in continuing operations |  | — |  | (52,436 | ) | (32,232 | ) | (2,712 | ) | (87,380 | )
Net cash provided by discontinued operations |  | — |  | — |  | 30,674 |  | — |  | 30,674 |
Net cash used in investing activities |  | — |  | (52,436 | ) | (1,558 | ) | (2,712 | ) | (56,706 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |  |  |  |
Proceeds from borrowings of long-term debt |  | 405,001 |  | — |  | 799,036 |  | — |  | 1,204,037 |
Repayments of long-term debt |  | (398,251 | ) | — |  | (747,000 | ) | — |  | (1,145,251 | )
Payments for debt issuance costs |  | — |  | — |  | (11,373 | ) | — |  | (11,373 | )
Proceeds from stock options exercised |  | 2,576 |  | — |  | — |  | — |  | 2,576 |
Proceeds from stock issued pursuant to our employee stock purchase plan |  | 345 |  | — |  | — |  | — |  | 345 |
Purchases of treasury stock |  | (3,368 | ) | — |  | — |  | — |  | (3,368 | )
Stock-based compensation excess tax benefit |  | 1,311 |  | — |  | — |  | — |  | 1,311 |
Distributions to noncontrolling partners in the Partnership |  | — |  | — |  | (23,331 | ) | 8,069 |  | (15,262 | )
Capital contributions received from parent |  | — |  | — |  | 5,357 |  | (5,357 | ) | — |
Borrowings (repayments) between consolidated subsidiaries, net |  | (14,391 | ) | 22,693 |  | (8,302 | ) | — |  | — |
Net cash provided by (used in) financing activities |  | (6,777 | ) | 22,693 |  | 14,387 |  | 2,712 |  | 33,015 |
Effect of exchange rate changes on cash and cash equivalents |  | — |  | — |  | (454 | ) | — |  | (454 | )
Net increase (decrease) in cash and cash equivalents |  | 74 |  | (9,877 | ) | 8,400 |  | — |  | (1,403 | )
Cash and cash equivalents at beginning of period |  | 24 |  | 10,461 |  | 24,116 |  | — |  | 34,601 |
Cash and cash equivalents at end of period |  | $ | 98 |  | $ | 584 |  | $ | 32,516 |  | $ | — |  | $ | 33,198 |

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