|
Delaware
|
|
47-3282259
|
(State or Other Jurisdiction of
|
|
(I.R.S. Employer
|
Incorporation or Organization)
|
|
Identification No.)
|
|
|
|
4444 Brittmoore Road
|
|
|
Houston, Texas
|
|
77041
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
x
|
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
o
|
|
|
|
Emerging growth company
|
o
|
|
|
Page
|
|
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
||||
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
17,336
|
|
|
$
|
49,145
|
|
Restricted cash
|
546
|
|
|
546
|
|
||
Accounts receivable, net of allowance of $5,580 and $5,388, respectively
|
237,211
|
|
|
266,052
|
|
||
Inventory, net (Note 4)
|
141,219
|
|
|
107,909
|
|
||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
—
|
|
|
40,695
|
|
||
Contract assets (Note 2)
|
78,941
|
|
|
—
|
|
||
Other current assets
|
33,058
|
|
|
38,707
|
|
||
Current assets held for sale (Note 6)
|
16,604
|
|
|
15,761
|
|
||
Current assets associated with discontinued operations (Note 3)
|
17,781
|
|
|
23,751
|
|
||
Total current assets
|
542,696
|
|
|
542,566
|
|
||
Property, plant and equipment, net (Note 5)
|
837,528
|
|
|
822,279
|
|
||
Deferred income taxes
|
13,175
|
|
|
10,550
|
|
||
Intangible and other assets, net
|
98,118
|
|
|
76,980
|
|
||
Long-term assets held for sale (Note 6)
|
4,422
|
|
|
4,732
|
|
||
Long-term assets associated with discontinued operations (Note 3)
|
3,648
|
|
|
3,700
|
|
||
Total assets
|
$
|
1,499,587
|
|
|
$
|
1,460,807
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS
’
EQUITY
|
|
|
|
||||
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable, trade
|
$
|
177,718
|
|
|
$
|
148,744
|
|
Accrued liabilities
|
108,632
|
|
|
114,336
|
|
||
Deferred revenue
|
—
|
|
|
23,902
|
|
||
Billings on uncompleted contracts in excess of costs and estimated earnings
|
—
|
|
|
89,565
|
|
||
Contract liabilities (Note 2)
|
107,447
|
|
|
—
|
|
||
Current liabilities associated with discontinued operations (Note 3)
|
21,511
|
|
|
31,971
|
|
||
Total current liabilities
|
415,308
|
|
|
408,518
|
|
||
Long-term debt (Note 8)
|
386,580
|
|
|
368,472
|
|
||
Deferred income taxes
|
8,928
|
|
|
9,746
|
|
||
Long-term deferred revenue
|
—
|
|
|
92,485
|
|
||
Long-term contract liabilities (Note 2)
|
87,596
|
|
|
—
|
|
||
Other long-term liabilities
|
42,965
|
|
|
20,272
|
|
||
Long-term liabilities associated with discontinued operations (Note 3)
|
6,759
|
|
|
6,528
|
|
||
Total liabilities
|
948,136
|
|
|
906,021
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value per share; 50,000,000 shares authorized; zero issued
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value per share; 250,000,000 shares authorized; 36,729,867 and 36,193,930 shares issued, respectively
|
367
|
|
|
362
|
|
||
Additional paid-in capital
|
743,191
|
|
|
739,164
|
|
||
Accumulated deficit
|
(228,194
|
)
|
|
(223,510
|
)
|
||
Treasury stock — 586,972 and 453,178 common shares, at cost, respectively
|
(10,377
|
)
|
|
(6,937
|
)
|
||
Accumulated other comprehensive income
|
46,464
|
|
|
45,707
|
|
||
Total stockholders’ equity
|
551,451
|
|
|
554,786
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,499,587
|
|
|
$
|
1,460,807
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Revenues (Note 2):
|
|
|
|
||||
Contract operations
|
$
|
96,493
|
|
|
$
|
92,045
|
|
Aftermarket services
|
26,371
|
|
|
22,524
|
|
||
Product sales
|
227,519
|
|
|
130,856
|
|
||
|
350,383
|
|
|
245,425
|
|
||
Costs and expenses:
|
|
|
|
||||
Cost of sales (excluding depreciation and amortization expense):
|
|
|
|
||||
Contract operations
|
35,385
|
|
|
30,798
|
|
||
Aftermarket services
|
18,897
|
|
|
16,612
|
|
||
Product sales
|
200,336
|
|
|
119,537
|
|
||
Selling, general and administrative
|
44,242
|
|
|
44,411
|
|
||
Depreciation and amortization
|
31,029
|
|
|
24,752
|
|
||
Long-lived asset impairment (Note 10)
|
1,804
|
|
|
—
|
|
||
Restatement related charges (Note 11)
|
621
|
|
|
2,172
|
|
||
Restructuring and other charges (Note 12)
|
—
|
|
|
2,308
|
|
||
Interest expense
|
7,219
|
|
|
7,087
|
|
||
Other (income) expense, net
|
1,420
|
|
|
(1,819
|
)
|
||
|
340,953
|
|
|
245,858
|
|
||
Income (loss) before income taxes
|
9,430
|
|
|
(433
|
)
|
||
Provision for income taxes (Note 13)
|
5,492
|
|
|
11,890
|
|
||
Income (loss) from continuing operations
|
3,938
|
|
|
(12,323
|
)
|
||
Income from discontinued operations, net of tax (Note 3)
|
1,399
|
|
|
32,644
|
|
||
Net income
|
$
|
5,337
|
|
|
$
|
20,321
|
|
|
|
|
|
||||
Basic net income per common share (Note 15):
|
|
|
|
||||
Income (loss) from continuing operations per common share
|
$
|
0.11
|
|
|
$
|
(0.35
|
)
|
Income from discontinued operations per common share
|
0.04
|
|
|
0.93
|
|
||
Net income per common share
|
$
|
0.15
|
|
|
$
|
0.58
|
|
|
|
|
|
||||
Diluted net income per common share (Note 15):
|
|
|
|
||||
Income (loss) from continuing operations per common share
|
$
|
0.11
|
|
|
$
|
(0.35
|
)
|
Income from discontinued operations per common share
|
0.04
|
|
|
0.93
|
|
||
Net income per common share
|
$
|
0.15
|
|
|
$
|
0.58
|
|
|
|
|
|
||||
Weighted average common shares outstanding used in net income per common share (Note 15):
|
|
|
|
||||
Basic
|
35,301
|
|
|
34,850
|
|
||
Diluted
|
35,373
|
|
|
34,850
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Net income
|
$
|
5,337
|
|
|
$
|
20,321
|
|
Other comprehensive income:
|
|
|
|
||||
Foreign currency translation adjustment
|
757
|
|
|
1,643
|
|
||
Comprehensive income
|
$
|
6,094
|
|
|
$
|
21,964
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
Income
|
|
Total
|
||||||||||||
Balance, January 1, 2018
|
$
|
362
|
|
|
$
|
739,164
|
|
|
$
|
(223,510
|
)
|
|
$
|
(6,937
|
)
|
|
$
|
45,707
|
|
|
$
|
554,786
|
|
Cumulative-effect adjustment from adoption of ASC Topic 606 (Note 1)
|
|
|
|
|
|
|
(10,021
|
)
|
|
|
|
|
|
|
|
(10,021
|
)
|
||||||
Net income
|
|
|
|
|
|
|
5,337
|
|
|
|
|
|
|
|
|
5,337
|
|
||||||
Options exercised
|
|
|
|
428
|
|
|
|
|
|
|
|
|
|
|
|
428
|
|
||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
757
|
|
|
757
|
|
||||||
Treasury stock purchased
|
|
|
|
|
|
|
|
|
|
(3,440
|
)
|
|
|
|
|
(3,440
|
)
|
||||||
Stock-based compensation, net of forfeitures
|
5
|
|
|
3,599
|
|
|
|
|
|
|
|
|
|
|
|
3,604
|
|
||||||
Balance, March 31, 2018
|
$
|
367
|
|
|
$
|
743,191
|
|
|
$
|
(228,194
|
)
|
|
$
|
(10,377
|
)
|
|
$
|
46,464
|
|
|
$
|
551,451
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
5,337
|
|
|
$
|
20,321
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
31,029
|
|
|
24,752
|
|
||
Long-lived asset impairment
|
1,804
|
|
|
—
|
|
||
Amortization of deferred financing costs
|
670
|
|
|
1,131
|
|
||
Income from discontinued operations, net of tax
|
(1,399
|
)
|
|
(32,644
|
)
|
||
Provision for doubtful accounts
|
215
|
|
|
486
|
|
||
Gain on sale of property, plant and equipment
|
(227
|
)
|
|
(34
|
)
|
||
(Gain) loss on remeasurement of intercompany balances
|
630
|
|
|
(1,462
|
)
|
||
Loss on sale of business
|
—
|
|
|
111
|
|
||
Stock-based compensation expense
|
3,604
|
|
|
5,303
|
|
||
Deferred income tax benefit
|
(1,706
|
)
|
|
(48
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable and notes
|
20,815
|
|
|
(42,923
|
)
|
||
Inventory
|
(34,292
|
)
|
|
(6,140
|
)
|
||
Costs and estimated earnings versus billings on uncompleted contracts
|
—
|
|
|
52,131
|
|
||
Contract assets
|
(31,397
|
)
|
|
—
|
|
||
Other current assets
|
7,939
|
|
|
1,920
|
|
||
Accounts payable and other liabilities
|
6,469
|
|
|
6,912
|
|
||
Deferred revenue
|
—
|
|
|
633
|
|
||
Contract liabilities
|
(6,429
|
)
|
|
—
|
|
||
Other
|
564
|
|
|
(1,094
|
)
|
||
Net cash provided by continuing operations
|
3,626
|
|
|
29,355
|
|
||
Net cash provided by (used in) discontinued operations
|
(2,849
|
)
|
|
5,511
|
|
||
Net cash provided by operating activities
|
777
|
|
|
34,866
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(49,219
|
)
|
|
(20,590
|
)
|
||
Proceeds from sale of property, plant and equipment
|
2,260
|
|
|
2,584
|
|
||
Proceeds from sale of business
|
—
|
|
|
894
|
|
||
Net cash used in continuing operations
|
(46,959
|
)
|
|
(17,112
|
)
|
||
Net cash provided by discontinued operations
|
66
|
|
|
19,150
|
|
||
Net cash provided by (used in) investing activities
|
(46,893
|
)
|
|
2,038
|
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from borrowings of debt
|
66,500
|
|
|
60,500
|
|
||
Repayments of debt
|
(48,563
|
)
|
|
(93,063
|
)
|
||
Cash transfer to Archrock, Inc. (Note 16)
|
—
|
|
|
(19,720
|
)
|
||
Payment for debt issuance costs
|
(47
|
)
|
|
—
|
|
||
Proceeds from stock options exercised
|
428
|
|
|
684
|
|
||
Purchases of treasury stock
|
(3,440
|
)
|
|
(3,024
|
)
|
||
Net cash provided by (used in) financing activities
|
14,878
|
|
|
(54,623
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(571
|
)
|
|
55
|
|
||
Net decrease in cash, cash equivalents and restricted cash
|
(31,809
|
)
|
|
(17,664
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
49,691
|
|
|
36,349
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
17,882
|
|
|
$
|
18,685
|
|
Products and Services
|
|
Revenue
|
||
Contract Operations:
|
|
|
||
Contract operations services
(1)
|
|
$
|
96,493
|
|
|
|
|
||
Aftermarket Services:
|
|
|
||
Operation and maintenance services
(1)
|
|
$
|
13,875
|
|
Part sales
(2)
|
|
9,133
|
|
|
Other services
(1)
|
|
3,363
|
|
|
Total aftermarket services
|
|
$
|
26,371
|
|
|
|
|
||
Product Sales:
|
|
|
||
Compression equipment
(1)
|
|
$
|
131,559
|
|
Processing and treating equipment
(1)
|
|
86,115
|
|
|
Production equipment
(2)
|
|
7,998
|
|
|
Other product sales
(1) (2)
|
|
1,847
|
|
|
Total product sales revenues
|
|
$
|
227,519
|
|
|
|
|
||
Total revenues
|
|
$
|
350,383
|
|
|
(1)
|
Revenue recognized over time.
|
(2)
|
Revenue recognized at a point in time.
|
Geographical Regions
|
|
Revenue
|
||
North America
|
|
$
|
231,848
|
|
Latin America
|
|
67,951
|
|
|
Middle East and Africa
|
|
26,125
|
|
|
Asia Pacific
|
|
24,459
|
|
|
Total revenues
|
|
$
|
350,383
|
|
|
|
As of
March 31, 2018
|
|
As of
January 1, 2018
|
||||
Accounts receivables, net
|
|
$
|
237,211
|
|
|
$
|
261,251
|
|
Contract assets and contract liabilities:
|
|
|
|
|
||||
Current contract assets
|
|
78,941
|
|
|
50,824
|
|
||
Long-term contract assets
|
|
15,225
|
|
|
11,835
|
|
||
Current contract liabilities
|
|
107,447
|
|
|
112,244
|
|
||
Long-term contract liabilities
|
|
87,596
|
|
|
89,004
|
|
•
|
We do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less.
|
•
|
We treat shipping and handling activities that occur after the transfer of control as costs to fulfill a contract rather than a separate performance obligation.
|
•
|
We record taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by us from our customers on a net basis, and thus, such taxes are excluded from the measurement of a performance obligation’s transaction price.
|
•
|
We expense sales commissions as incurred when we expect that the amortization period of such costs will be one year or less.
|
|
March 31, 2018
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
Balances Without Adoption of Topic 606
|
||||||
ASSETS
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Accounts receivable, net of allowance
|
$
|
237,211
|
|
|
$
|
221
|
|
|
$
|
237,432
|
|
Inventory, net
|
141,219
|
|
|
143
|
|
|
141,362
|
|
|||
Contract assets
|
78,941
|
|
|
(13,435
|
)
|
|
65,506
|
|
|||
Other current assets
|
33,058
|
|
|
7,049
|
|
|
40,107
|
|
|||
Property, plant and equipment, net
|
837,528
|
|
|
1,986
|
|
|
839,514
|
|
|||
Deferred income taxes
|
13,175
|
|
|
(1,847
|
)
|
|
11,328
|
|
|||
Intangible and other assets, net
|
98,118
|
|
|
(18,422
|
)
|
|
79,696
|
|
|||
Total assets
|
$
|
1,499,587
|
|
|
$
|
(24,305
|
)
|
|
$
|
1,475,282
|
|
|
|
|
|
|
|
||||||
LIABILITIES AND STOCKHOLDERS
’
EQUITY
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Accrued liabilities
|
$
|
108,632
|
|
|
$
|
(16,252
|
)
|
|
$
|
92,380
|
|
Contract liabilities
|
107,447
|
|
|
1,177
|
|
|
108,624
|
|
|||
Deferred income taxes
|
8,928
|
|
|
1,206
|
|
|
10,134
|
|
|||
Long-term contract liabilities
|
87,596
|
|
|
3,443
|
|
|
91,039
|
|
|||
Other long-term liabilities
|
42,965
|
|
|
(23,573
|
)
|
|
19,392
|
|
|||
Total liabilities
|
948,136
|
|
|
(33,999
|
)
|
|
914,137
|
|
|||
Accumulated deficit
|
(228,194
|
)
|
|
9,694
|
|
|
(218,500
|
)
|
|||
Total stockholders’ equity
|
551,451
|
|
|
9,694
|
|
|
561,145
|
|
|||
Total liabilities and stockholders’ equity
|
$
|
1,499,587
|
|
|
$
|
(24,305
|
)
|
|
$
|
1,475,282
|
|
|
Three Months Ended March 31, 2018
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
Balances Without Adoption of Topic 606
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Contract operations
|
$
|
96,493
|
|
|
$
|
(769
|
)
|
|
$
|
95,724
|
|
Aftermarket services
|
26,371
|
|
|
(170
|
)
|
|
26,201
|
|
|||
Cost of sales (excluding depreciation and amortization expense):
|
|
|
|
|
|
||||||
Contract operations
|
35,385
|
|
|
(600
|
)
|
|
34,785
|
|
|||
Aftermarket services
|
18,897
|
|
|
(43
|
)
|
|
18,854
|
|
|||
Depreciation and amortization
|
31,029
|
|
|
(709
|
)
|
|
30,320
|
|
|||
Income before income taxes
|
9,430
|
|
|
413
|
|
|
9,843
|
|
|||
Provision for income taxes
|
5,492
|
|
|
740
|
|
|
6,232
|
|
|||
Income from continuing operations
|
3,938
|
|
|
(327
|
)
|
|
3,611
|
|
|||
Net income
|
5,337
|
|
|
(327
|
)
|
|
5,010
|
|
|||
|
|
|
|
|
|
||||||
Basic net income per common share
|
$
|
0.15
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.14
|
|
Diluted net income per common share
|
0.15
|
|
|
(0.01
|
)
|
|
0.14
|
|
|
Three Months Ended March 31, 2018
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
Balances Without Adoption of Topic 606
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
5,337
|
|
|
$
|
(327
|
)
|
|
$
|
5,010
|
|
Depreciation and amortization
|
31,029
|
|
|
(709
|
)
|
|
30,320
|
|
|||
Deferred income tax benefit
|
(1,706
|
)
|
|
740
|
|
|
(966
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Inventory
|
(34,292
|
)
|
|
(19
|
)
|
|
(34,311
|
)
|
|||
Contract assets
|
(31,397
|
)
|
|
6,600
|
|
|
(24,797
|
)
|
|||
Other current assets
|
7,939
|
|
|
(2,289
|
)
|
|
5,650
|
|
|||
Accounts payable and other liabilities
|
6,469
|
|
|
(1,078
|
)
|
|
5,391
|
|
|||
Contract liabilities
|
(6,429
|
)
|
|
60
|
|
|
(6,369
|
)
|
|||
Other
|
564
|
|
|
(2,978
|
)
|
|
(2,414
|
)
|
|||
Net cash provided by continuing operations
|
$
|
3,626
|
|
|
$
|
—
|
|
|
$
|
3,626
|
|
|
Three Months Ended March 31, 2018
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||||||
|
Venezuela
|
|
Belleli EPC
|
|
Total
|
|
Venezuela
|
|
Belleli EPC
|
|
Total
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
4,967
|
|
|
$
|
4,967
|
|
|
$
|
—
|
|
|
$
|
35,274
|
|
|
$
|
35,274
|
|
Cost of sales (excluding depreciation and amortization expense)
|
—
|
|
|
2,403
|
|
|
2,403
|
|
|
—
|
|
|
17,999
|
|
|
17,999
|
|
||||||
Selling, general and administrative
|
32
|
|
|
60
|
|
|
92
|
|
|
33
|
|
|
986
|
|
|
1,019
|
|
||||||
Depreciation and amortization
|
—
|
|
|
428
|
|
|
428
|
|
|
—
|
|
|
1,128
|
|
|
1,128
|
|
||||||
Recovery attributable to expropriation
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,514
|
)
|
|
—
|
|
|
(16,514
|
)
|
||||||
Restructuring and other charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(439
|
)
|
|
(439
|
)
|
||||||
Other (income) expense, net
|
1
|
|
|
599
|
|
|
600
|
|
|
(3,157
|
)
|
|
(515
|
)
|
|
(3,672
|
)
|
||||||
Provision for income taxes
|
—
|
|
|
45
|
|
|
45
|
|
|
—
|
|
|
3,109
|
|
|
3,109
|
|
||||||
Income (loss) from discontinued operations, net of tax
|
$
|
(33
|
)
|
|
$
|
1,432
|
|
|
$
|
1,399
|
|
|
$
|
19,638
|
|
|
$
|
13,006
|
|
|
$
|
32,644
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Venezuela
|
|
Belleli EPC
|
|
Total
|
|
Venezuela
|
|
Belleli EPC
|
|
Total
|
||||||||||||
Cash
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Accounts receivable
|
—
|
|
|
8,047
|
|
|
8,047
|
|
|
—
|
|
|
14,770
|
|
|
14,770
|
|
||||||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
—
|
|
|
7,557
|
|
|
7,557
|
|
|
—
|
|
|
7,786
|
|
|
7,786
|
|
||||||
Other current assets
|
—
|
|
|
2,176
|
|
|
2,176
|
|
|
2
|
|
|
1,190
|
|
|
1,192
|
|
||||||
Total current assets associated with discontinued operations
|
1
|
|
|
17,780
|
|
|
17,781
|
|
|
5
|
|
|
23,746
|
|
|
23,751
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
625
|
|
|
625
|
|
|
—
|
|
|
1,054
|
|
|
1,054
|
|
||||||
Intangible and other assets, net
|
—
|
|
|
3,023
|
|
|
3,023
|
|
|
—
|
|
|
2,646
|
|
|
2,646
|
|
||||||
Total assets associated with discontinued operations
|
$
|
1
|
|
|
$
|
21,428
|
|
|
$
|
21,429
|
|
|
$
|
5
|
|
|
$
|
27,446
|
|
|
$
|
27,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
4,580
|
|
|
$
|
4,580
|
|
|
$
|
—
|
|
|
$
|
9,253
|
|
|
$
|
9,253
|
|
Accrued liabilities
|
64
|
|
|
13,398
|
|
|
13,462
|
|
|
59
|
|
|
15,617
|
|
|
15,676
|
|
||||||
Billings on uncompleted contracts in excess of costs and estimated earnings
|
—
|
|
|
3,469
|
|
|
3,469
|
|
|
—
|
|
|
7,042
|
|
|
7,042
|
|
||||||
Total current liabilities associated with discontinued operations
|
64
|
|
|
21,447
|
|
|
21,511
|
|
|
59
|
|
|
31,912
|
|
|
31,971
|
|
||||||
Other long-term liabilities
|
—
|
|
|
6,759
|
|
|
6,759
|
|
|
1
|
|
|
6,527
|
|
|
6,528
|
|
||||||
Total liabilities associated with discontinued operations
|
$
|
64
|
|
|
$
|
28,206
|
|
|
$
|
28,270
|
|
|
$
|
60
|
|
|
$
|
38,439
|
|
|
$
|
38,499
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Parts and supplies
|
$
|
80,954
|
|
|
$
|
79,803
|
|
Work in progress
|
36,324
|
|
|
21,853
|
|
||
Finished goods
(1)
|
23,941
|
|
|
6,253
|
|
||
Inventory, net
|
$
|
141,219
|
|
|
$
|
107,909
|
|
|
(1)
|
The increase in finished goods inventory during the three months ended
March 31, 2018
was primarily due to a nonmonetary agreement that we entered into with an existing customer to receive an idle processing and treating plant from the customer in exchange for an identical processing and treating plant to be manufactured by us. We recorded the finished goods inventory received and our corresponding liability to the customer at fair value based on the estimated resale price of the processing and treating plant received. The liability resulting from this transaction is included within accounts payable, trade, in our balance sheet and will be extinguished upon our delivery of the replacement processing and treating plant to the customer.
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Compression equipment, facilities and other fleet assets
(1)
|
$
|
1,610,053
|
|
|
$
|
1,577,052
|
|
Land and buildings
|
98,335
|
|
|
96,463
|
|
||
Transportation and shop equipment
|
82,457
|
|
|
82,240
|
|
||
Other
|
92,260
|
|
|
90,395
|
|
||
|
1,883,105
|
|
|
1,846,150
|
|
||
Accumulated depreciation
|
(1,045,577
|
)
|
|
(1,023,871
|
)
|
||
Property, plant and equipment, net
|
$
|
837,528
|
|
|
$
|
822,279
|
|
|
(1)
|
In the fourth quarter of 2017, we evaluated the estimated useful lives and salvage values of our property, plant and equipment. As a result of this evaluation, we changed the useful lives and salvage values for our compression equipment from a maximum useful life of
30 years
to
23 years
and a maximum salvage value of
20%
to
15%
based on expected future use. During the three months ended March 31, 2018, we recorded a
$3.1 million
increase in depreciation expense as a result of these changes in useful lives and salvage values which impacted our diluted net income per share by
$0.09
.
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Revolving credit facility due November 2020
|
$
|
18,000
|
|
|
$
|
—
|
|
8.125% senior notes due May 2025
|
375,000
|
|
|
375,000
|
|
||
Other debt
|
1,107
|
|
|
1,171
|
|
||
Unamortized deferred financing costs of 8.125% senior notes
|
(7,078
|
)
|
|
(7,250
|
)
|
||
Total debt
|
387,029
|
|
|
368,921
|
|
||
Less: Amounts due within one year
(1)
|
(449
|
)
|
|
(449
|
)
|
||
Long-term debt
|
$
|
386,580
|
|
|
$
|
368,472
|
|
|
•
|
Level 1
— Quoted unadjusted prices for identical instruments in active markets to which we have access at the date of measurement.
|
•
|
Level 2
— Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or prices vary substantially over time or among brokered market makers.
|
•
|
Level 3
— Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are those inputs that reflect our own assumptions regarding how market participants would price the asset or liability based on the best available information.
|
|
Three Months Ended March 31, 2018
|
||||||||||
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||
Impaired assets—assets held for sale
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,026
|
|
|
(1)
|
Our estimate of the fair value of the impaired assets held for sale during the three months ended
March 31, 2018
was based on the expected net proceeds from the sale of the assets.
|
|
Restatement Related Charges
|
||
Beginning balance at January 1, 2017
|
$
|
2,212
|
|
Additions for costs expensed
|
2,172
|
|
|
Reductions for payments
|
(2,299
|
)
|
|
Ending balance at March 31, 2017
|
$
|
2,085
|
|
|
|
||
Beginning balance at January 1, 2018
|
$
|
579
|
|
Additions for costs expensed
|
621
|
|
|
Reductions for payments
|
(408
|
)
|
|
Ending balance at March 31, 2018
|
$
|
792
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
External accounting costs
|
$
|
—
|
|
|
$
|
646
|
|
External legal costs
|
533
|
|
|
1,243
|
|
||
Other
|
88
|
|
|
283
|
|
||
Total restatement related charges
|
$
|
621
|
|
|
$
|
2,172
|
|
|
Three Months Ended March 31, 2017
|
||
Retention awards to certain employees
|
$
|
345
|
|
Employee termination benefits
|
1,533
|
|
|
Other
|
430
|
|
|
Total restructuring and other charges
|
$
|
2,308
|
|
|
Spin-off
|
|
Cost
Reduction Plan
|
|
Total
|
||||||
Financial advisor fees related to the Spin-off
|
$
|
4,598
|
|
|
$
|
—
|
|
|
$
|
4,598
|
|
Consulting fees
|
—
|
|
|
1,954
|
|
|
1,954
|
|
|||
Start-up of stand-alone functions
|
2,219
|
|
|
—
|
|
|
2,219
|
|
|||
Retention awards to certain employees
|
6,776
|
|
|
—
|
|
|
6,776
|
|
|||
Chief Executive Officer signing bonus
|
2,000
|
|
|
—
|
|
|
2,000
|
|
|||
Non-cash inventory write-downs
|
4,700
|
|
|
4,007
|
|
|
8,707
|
|
|||
Employee termination benefits
|
—
|
|
|
26,198
|
|
|
26,198
|
|
|||
Net charges to exit the use of a corporate operating lease
|
—
|
|
|
2,904
|
|
|
2,904
|
|
|||
Other
|
—
|
|
|
1,186
|
|
|
1,186
|
|
|||
Total restructuring and other charges
|
$
|
20,293
|
|
|
$
|
36,249
|
|
|
$
|
56,542
|
|
|
Shares
(in thousands)
|
|
Weighted Average
Grant-Date Fair
Value Per Share
|
|||
Non-vested awards, January 1, 2018
|
1,165
|
|
|
$
|
23.93
|
|
Granted
|
555
|
|
|
26.24
|
|
|
Vested
|
(438
|
)
|
|
23.17
|
|
|
Cancelled
|
(18
|
)
|
|
27.75
|
|
|
Non-vested awards, March 31, 2018
|
1,264
|
|
|
25.15
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Numerator for basic and diluted net income per common share:
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
3,938
|
|
|
$
|
(12,323
|
)
|
Income from discontinued operations, net of tax
|
1,399
|
|
|
32,644
|
|
||
Less: Net income attributable to participating securities
|
(138
|
)
|
|
—
|
|
||
Net income — used in basic and diluted net income per common share
|
$
|
5,199
|
|
|
$
|
20,321
|
|
|
|
|
|
||||
Weighted average common shares outstanding including participating securities
|
36,236
|
|
|
35,918
|
|
||
Less: Weighted average participating securities outstanding
|
(935
|
)
|
|
(1,068
|
)
|
||
Weighted average common shares outstanding — used in basic net income per common share
|
35,301
|
|
|
34,850
|
|
||
Net dilutive potential common shares issuable:
|
|
|
|
||||
On exercise of options and vesting of restricted stock units
|
72
|
|
|
*
|
|
||
Weighted average common shares outstanding — used in diluted net income per common share
|
35,373
|
|
|
34,850
|
|
||
|
|
|
|
|
|||
Net income per common share:
|
|
|
|
||||
Basic
|
$
|
0.15
|
|
|
$
|
0.58
|
|
Diluted
|
$
|
0.15
|
|
|
$
|
0.58
|
|
|
*
|
Excluded from diluted net income per common share as their inclusion would have been anti-dilutive.
|
|
Three Months Ended March 31,
|
||||
|
2018
|
|
2017
|
||
Net dilutive potential common shares issuable:
|
|
|
|
||
On exercise of options where exercise price is greater than average market value
|
35
|
|
|
50
|
|
On exercise of options and vesting of restricted stock units
|
—
|
|
|
96
|
|
Net dilutive potential common shares issuable
|
35
|
|
|
146
|
|
Three Months Ended
|
|
Contract
Operations
|
|
Aftermarket Services
|
|
Product Sales
|
|
Reportable
Segments Total |
||||||||
March 31, 2018:
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
96,493
|
|
|
$
|
26,371
|
|
|
$
|
227,519
|
|
|
$
|
350,383
|
|
Gross margin
(1)
|
|
61,108
|
|
|
7,474
|
|
|
27,183
|
|
|
95,765
|
|
||||
March 31, 2017:
|
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
$
|
92,045
|
|
|
$
|
22,524
|
|
|
$
|
130,856
|
|
|
$
|
245,425
|
|
Gross margin
(1)
|
|
61,247
|
|
|
5,912
|
|
|
11,319
|
|
|
78,478
|
|
(1)
|
Gross margin is defined as revenue less cost of sales (excluding depreciation and amortization expense).
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Income (loss) before income taxes
|
$
|
9,430
|
|
|
$
|
(433
|
)
|
Selling, general and administrative
|
44,242
|
|
|
44,411
|
|
||
Depreciation and amortization
|
31,029
|
|
|
24,752
|
|
||
Long-lived asset impairment
|
1,804
|
|
|
—
|
|
||
Restatement related charges
|
621
|
|
|
2,172
|
|
||
Restructuring and other charges
|
—
|
|
|
2,308
|
|
||
Interest expense
|
7,219
|
|
|
7,087
|
|
||
Other (income) expense, net
|
1,420
|
|
|
(1,819
|
)
|
||
Total gross margin
|
$
|
95,765
|
|
|
$
|
78,478
|
|
|
|
|
|
|
Non- Guarantor Subsidiaries
|
|
|
|
|
||||||||||
|
Parent Guarantor
|
|
Issuers
|
|
|
Eliminations
|
|
Consolidation
|
|||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
660
|
|
|
$
|
1,091
|
|
|
$
|
15,585
|
|
|
$
|
—
|
|
|
$
|
17,336
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
546
|
|
|
—
|
|
|
546
|
|
|||||
Accounts receivable, net
|
—
|
|
|
112,933
|
|
|
124,278
|
|
|
—
|
|
|
237,211
|
|
|||||
Inventory, net
|
—
|
|
|
79,223
|
|
|
61,996
|
|
|
—
|
|
|
141,219
|
|
|||||
Contract assets
|
—
|
|
|
57,434
|
|
|
21,507
|
|
|
—
|
|
|
78,941
|
|
|||||
Intercompany receivables
|
—
|
|
|
159,131
|
|
|
355,369
|
|
|
(514,500
|
)
|
|
—
|
|
|||||
Other current assets
|
—
|
|
|
4,713
|
|
|
28,345
|
|
|
—
|
|
|
33,058
|
|
|||||
Current assets held for sale
|
—
|
|
|
16,604
|
|
|
—
|
|
|
—
|
|
|
16,604
|
|
|||||
Current assets associated with discontinued operations
|
—
|
|
|
—
|
|
|
17,781
|
|
|
—
|
|
|
17,781
|
|
|||||
Total current assets
|
660
|
|
|
431,129
|
|
|
625,407
|
|
|
(514,500
|
)
|
|
542,696
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
287,498
|
|
|
550,030
|
|
|
—
|
|
|
837,528
|
|
|||||
Investment in affiliates
|
552,536
|
|
|
836,133
|
|
|
(283,597
|
)
|
|
(1,105,072
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
—
|
|
|
5,488
|
|
|
7,687
|
|
|
—
|
|
|
13,175
|
|
|||||
Intangible and other assets, net
|
—
|
|
|
12,614
|
|
|
85,504
|
|
|
—
|
|
|
98,118
|
|
|||||
Long-term assets held for sale
|
—
|
|
|
4,422
|
|
|
—
|
|
|
—
|
|
|
4,422
|
|
|||||
Long-term assets associated with discontinued operations
|
—
|
|
|
—
|
|
|
3,648
|
|
|
—
|
|
|
3,648
|
|
|||||
Total assets
|
$
|
553,196
|
|
|
$
|
1,577,284
|
|
|
$
|
988,679
|
|
|
$
|
(1,619,572
|
)
|
|
$
|
1,499,587
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable, trade
|
$
|
—
|
|
|
$
|
146,922
|
|
|
$
|
30,796
|
|
|
$
|
—
|
|
|
$
|
177,718
|
|
Accrued liabilities
|
115
|
|
|
39,452
|
|
|
69,065
|
|
|
—
|
|
|
108,632
|
|
|||||
Contract liabilities
|
—
|
|
|
87,165
|
|
|
20,282
|
|
|
—
|
|
|
107,447
|
|
|||||
Intercompany payables
|
1,630
|
|
|
355,369
|
|
|
157,501
|
|
|
(514,500
|
)
|
|
—
|
|
|||||
Current liabilities associated with discontinued operations
|
—
|
|
|
—
|
|
|
21,511
|
|
|
—
|
|
|
21,511
|
|
|||||
Total current liabilities
|
1,745
|
|
|
628,908
|
|
|
299,155
|
|
|
(514,500
|
)
|
|
415,308
|
|
|||||
Long-term debt
|
—
|
|
|
386,580
|
|
|
—
|
|
|
—
|
|
|
386,580
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
8,928
|
|
|
—
|
|
|
8,928
|
|
|||||
Long-term contract liabilities
|
—
|
|
|
—
|
|
|
87,596
|
|
|
—
|
|
|
87,596
|
|
|||||
Other long-term liabilities
|
—
|
|
|
9,260
|
|
|
33,705
|
|
|
—
|
|
|
42,965
|
|
|||||
Long-term liabilities associated with discontinued operations
|
—
|
|
|
—
|
|
|
6,759
|
|
|
—
|
|
|
6,759
|
|
|||||
Total liabilities
|
1,745
|
|
|
1,024,748
|
|
|
436,143
|
|
|
(514,500
|
)
|
|
948,136
|
|
|||||
Total Equity
|
551,451
|
|
|
552,536
|
|
|
552,536
|
|
|
(1,105,072
|
)
|
|
551,451
|
|
|||||
Total liabilities and equity
|
$
|
553,196
|
|
|
$
|
1,577,284
|
|
|
$
|
988,679
|
|
|
$
|
(1,619,572
|
)
|
|
$
|
1,499,587
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
Non- Guarantor Subsidiaries
|
|
|
|
|
||||||||||
|
Parent Guarantor
|
|
Issuers
|
|
|
Eliminations
|
|
Consolidation
|
|||||||||||
Revenues
|
$
|
—
|
|
|
$
|
258,316
|
|
|
$
|
116,391
|
|
|
$
|
(24,324
|
)
|
|
$
|
350,383
|
|
Cost of sales (excluding depreciation and amortization expense)
|
—
|
|
|
218,164
|
|
|
60,778
|
|
|
(24,324
|
)
|
|
254,618
|
|
|||||
Selling, general and administrative
|
283
|
|
|
20,965
|
|
|
22,994
|
|
|
—
|
|
|
44,242
|
|
|||||
Depreciation and amortization
|
—
|
|
|
9,327
|
|
|
21,702
|
|
|
—
|
|
|
31,029
|
|
|||||
Long-lived asset impairment
|
—
|
|
|
1,804
|
|
|
—
|
|
|
—
|
|
|
1,804
|
|
|||||
Restatement related charges
|
—
|
|
|
621
|
|
|
—
|
|
|
—
|
|
|
621
|
|
|||||
Interest expense
|
—
|
|
|
7,213
|
|
|
6
|
|
|
—
|
|
|
7,219
|
|
|||||
Intercompany charges, net
|
—
|
|
|
1,725
|
|
|
(1,725
|
)
|
|
—
|
|
|
—
|
|
|||||
Equity in (income) loss of affiliates
|
(5,620
|
)
|
|
(10,054
|
)
|
|
2,646
|
|
|
13,028
|
|
|
—
|
|
|||||
Other (income) expense, net
|
—
|
|
|
(49
|
)
|
|
1,469
|
|
|
—
|
|
|
1,420
|
|
|||||
Income before income taxes
|
5,337
|
|
|
8,600
|
|
|
8,521
|
|
|
(13,028
|
)
|
|
9,430
|
|
|||||
Provision for income taxes
|
—
|
|
|
1,192
|
|
|
2,512
|
|
|
1,788
|
|
|
5,492
|
|
|||||
Income from continuing operations
|
5,337
|
|
|
7,408
|
|
|
6,009
|
|
|
(14,816
|
)
|
|
3,938
|
|
|||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
1,399
|
|
|
—
|
|
|
1,399
|
|
|||||
Net income
|
5,337
|
|
|
7,408
|
|
|
7,408
|
|
|
(14,816
|
)
|
|
5,337
|
|
|||||
Other comprehensive income
|
757
|
|
|
757
|
|
|
757
|
|
|
(1,514
|
)
|
|
757
|
|
|||||
Comprehensive income attributable to Exterran stockholders
|
$
|
6,094
|
|
|
$
|
8,165
|
|
|
$
|
8,165
|
|
|
$
|
(16,330
|
)
|
|
$
|
6,094
|
|
|
|
|
|
|
Non- Guarantor Subsidiaries
|
|
|
|
|
||||||||||
|
Parent Guarantor
|
|
Issuers
|
|
|
Eliminations
|
|
Consolidation
|
|||||||||||
Revenues
|
$
|
—
|
|
|
$
|
150,357
|
|
|
$
|
117,068
|
|
|
$
|
(22,000
|
)
|
|
$
|
245,425
|
|
Cost of sales (excluding depreciation and amortization expense)
|
—
|
|
|
127,168
|
|
|
61,779
|
|
|
(22,000
|
)
|
|
166,947
|
|
|||||
Selling, general and administrative
|
1,492
|
|
|
21,483
|
|
|
21,436
|
|
|
—
|
|
|
44,411
|
|
|||||
Depreciation and amortization
|
—
|
|
|
7,800
|
|
|
16,952
|
|
|
—
|
|
|
24,752
|
|
|||||
Restatement related charges
|
—
|
|
|
2,172
|
|
|
—
|
|
|
—
|
|
|
2,172
|
|
|||||
Restructuring and other charges
|
—
|
|
|
3,055
|
|
|
(747
|
)
|
|
—
|
|
|
2,308
|
|
|||||
Interest expense
|
—
|
|
|
7,211
|
|
|
(124
|
)
|
|
—
|
|
|
7,087
|
|
|||||
Intercompany charges, net
|
—
|
|
|
2,132
|
|
|
(2,132
|
)
|
|
—
|
|
|
—
|
|
|||||
Equity in (income) loss of affiliates
|
(21,813
|
)
|
|
(57,791
|
)
|
|
20,656
|
|
|
58,948
|
|
|
—
|
|
|||||
Other (income) expense, net
|
—
|
|
|
(2,153
|
)
|
|
334
|
|
|
—
|
|
|
(1,819
|
)
|
|||||
Income (loss) before income taxes
|
20,321
|
|
|
39,280
|
|
|
(1,086
|
)
|
|
(58,948
|
)
|
|
(433
|
)
|
|||||
Provision for (benefit from) income taxes
|
—
|
|
|
2,144
|
|
|
(5,576
|
)
|
|
15,322
|
|
|
11,890
|
|
|||||
Income (loss) from continuing operations
|
20,321
|
|
|
37,136
|
|
|
4,490
|
|
|
(74,270
|
)
|
|
(12,323
|
)
|
|||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
32,644
|
|
|
—
|
|
|
32,644
|
|
|||||
Net income
|
20,321
|
|
|
37,136
|
|
|
37,134
|
|
|
(74,270
|
)
|
|
20,321
|
|
|||||
Other comprehensive income
|
1,643
|
|
|
1,643
|
|
|
1,643
|
|
|
(3,286
|
)
|
|
1,643
|
|
|||||
Comprehensive income attributable to Exterran stockholders
|
$
|
21,964
|
|
|
$
|
38,779
|
|
|
$
|
38,777
|
|
|
$
|
(77,556
|
)
|
|
$
|
21,964
|
|
|
|
|
|
|
Non- Guarantor Subsidiaries
|
|
|
|
|
||||||||||
|
Parent Guarantor
|
|
Issuers
|
|
|
Eliminations
|
|
Consolidation
|
|||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) continuing operations
|
$
|
(78
|
)
|
|
$
|
(22,466
|
)
|
|
$
|
26,170
|
|
|
$
|
—
|
|
|
$
|
3,626
|
|
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
(2,849
|
)
|
|
—
|
|
|
(2,849
|
)
|
|||||
Net cash provided by (used in) operating activities
|
(78
|
)
|
|
(22,466
|
)
|
|
23,321
|
|
|
—
|
|
|
777
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(17,234
|
)
|
|
(31,985
|
)
|
|
—
|
|
|
(49,219
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
2,260
|
|
|
—
|
|
|
2,260
|
|
|||||
Intercompany transfers
|
—
|
|
|
(342
|
)
|
|
(2,059
|
)
|
|
2,401
|
|
|
—
|
|
|||||
Net cash used in continuing operations
|
—
|
|
|
(17,576
|
)
|
|
(31,784
|
)
|
|
2,401
|
|
|
(46,959
|
)
|
|||||
Net cash provided by discontinued operations
|
—
|
|
|
—
|
|
|
66
|
|
|
—
|
|
|
66
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
(17,576
|
)
|
|
(31,718
|
)
|
|
2,401
|
|
|
(46,893
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from borrowings of debt
|
—
|
|
|
66,500
|
|
|
—
|
|
|
—
|
|
|
66,500
|
|
|||||
Repayments of debt
|
—
|
|
|
(48,563
|
)
|
|
—
|
|
|
—
|
|
|
(48,563
|
)
|
|||||
Intercompany transfers
|
341
|
|
|
2,060
|
|
|
—
|
|
|
(2,401
|
)
|
|
—
|
|
|||||
Payments for debt issuance costs
|
—
|
|
|
(47
|
)
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|||||
Proceeds from stock options exercised
|
—
|
|
|
428
|
|
|
—
|
|
|
—
|
|
|
428
|
|
|||||
Purchases of treasury stock
|
—
|
|
|
(3,440
|
)
|
|
—
|
|
|
—
|
|
|
(3,440
|
)
|
|||||
Net cash provided by financing activities
|
341
|
|
|
16,938
|
|
|
—
|
|
|
(2,401
|
)
|
|
14,878
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
—
|
|
|
(571
|
)
|
|
—
|
|
|
(571
|
)
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
263
|
|
|
(23,104
|
)
|
|
(8,968
|
)
|
|
—
|
|
|
(31,809
|
)
|
|||||
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
|
$
|
660
|
|
|
$
|
1,091
|
|
|
$
|
16,131
|
|
|
$
|
—
|
|
|
$
|
17,882
|
|
|
|
|
|
|
Non- Guarantor Subsidiaries
|
|
|
|
|
||||||||||
|
Parent Guarantor
|
|
Issuers
|
|
|
Eliminations
|
|
Consolidation
|
|||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) continuing operations
|
$
|
139
|
|
|
$
|
(15,938
|
)
|
|
$
|
45,154
|
|
|
$
|
—
|
|
|
$
|
29,355
|
|
Net cash provided by discontinued operations
|
—
|
|
|
—
|
|
|
5,511
|
|
|
—
|
|
|
5,511
|
|
|||||
Net cash provided by (used in) operating activities
|
139
|
|
|
(15,938
|
)
|
|
50,665
|
|
|
—
|
|
|
34,866
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(10,528
|
)
|
|
(10,062
|
)
|
|
—
|
|
|
(20,590
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
171
|
|
|
2,413
|
|
|
—
|
|
|
2,584
|
|
|||||
Intercompany transfers
|
—
|
|
|
(506
|
)
|
|
(64,846
|
)
|
|
65,352
|
|
|
—
|
|
|||||
Proceeds from sale of business
|
—
|
|
|
894
|
|
|
—
|
|
|
—
|
|
|
894
|
|
|||||
Net cash used in continuing operations
|
—
|
|
|
(9,969
|
)
|
|
(72,495
|
)
|
|
65,352
|
|
|
(17,112
|
)
|
|||||
Net cash provided by discontinued operations
|
—
|
|
|
—
|
|
|
19,150
|
|
|
—
|
|
|
19,150
|
|
|||||
Net cash provided by (used in) investing activities
|
—
|
|
|
(9,969
|
)
|
|
(53,345
|
)
|
|
65,352
|
|
|
2,038
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from borrowings of debt
|
—
|
|
|
60,500
|
|
|
—
|
|
|
—
|
|
|
60,500
|
|
|||||
Repayments of debt
|
—
|
|
|
(93,063
|
)
|
|
—
|
|
|
—
|
|
|
(93,063
|
)
|
|||||
Intercompany transfers
|
506
|
|
|
64,846
|
|
|
—
|
|
|
(65,352
|
)
|
|
—
|
|
|||||
Cash transfer to Archrock, Inc.
|
—
|
|
|
(19,720
|
)
|
|
—
|
|
|
—
|
|
|
(19,720
|
)
|
|||||
Proceeds from stock options exercised
|
—
|
|
|
684
|
|
|
—
|
|
|
—
|
|
|
684
|
|
|||||
Purchases of treasury stock
|
—
|
|
|
(3,024
|
)
|
|
—
|
|
|
—
|
|
|
(3,024
|
)
|
|||||
Net cash provided by (used in) financing activities
|
506
|
|
|
10,223
|
|
|
—
|
|
|
(65,352
|
)
|
|
(54,623
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
645
|
|
|
(15,684
|
)
|
|
(2,625
|
)
|
|
—
|
|
|
(17,664
|
)
|
|||||
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
|
$
|
776
|
|
|
$
|
961
|
|
|
$
|
16,948
|
|
|
$
|
—
|
|
|
$
|
18,685
|
|
•
|
conditions in the oil and natural gas industry, including a sustained imbalance in the level of supply or demand for oil or natural gas or a sustained low price of oil or natural gas, which could depress or reduce the demand or pricing for our natural gas compression and oil and natural gas production and processing equipment and services;
|
•
|
reduced profit margins or the loss of market share resulting from competition or the introduction of competing technologies by other companies;
|
•
|
economic or political conditions in the countries in which we do business, including civil developments such as uprisings, riots, terrorism, kidnappings, violence associated with drug cartels, legislative changes and the expropriation, confiscation or nationalization of property without fair compensation;
|
•
|
changes in currency exchange rates, including the risk of currency devaluations by foreign governments, and restrictions on currency repatriation;
|
•
|
risks associated with our operations, such as equipment defects, equipment malfunctions and natural disasters;
|
•
|
the risk that counterparties will not perform their obligations under our financial instruments;
|
•
|
the financial condition of our customers;
|
•
|
our ability to timely and cost-effectively obtain components necessary to conduct our business;
|
•
|
employment and workforce factors, including our ability to hire, train and retain key employees;
|
•
|
our ability to implement our business and financial objectives, including:
|
•
|
winning profitable new business;
|
•
|
timely and cost-effective execution of projects;
|
•
|
enhancing our asset utilization, particularly with respect to our fleet of compressors;
|
•
|
integrating acquired businesses;
|
•
|
generating sufficient cash to satisfy our operating needs, existing capital commitments and other contractual cash obligations, including our debt obligations; and
|
•
|
accessing the financial markets at an acceptable cost;
|
•
|
our ability to accurately estimate our costs and time required under our fixed price contracts;
|
•
|
liability related to the use of our products and services;
|
•
|
changes in governmental safety, health, environmental or other regulations, which could require us to make significant expenditures;
|
•
|
the results of governmental actions relating to the current investigation; and
|
•
|
our level of indebtedness and ability to fund our business.
|
|
March 31, 2018
|
|
December 31, 2017
|
|
March 31, 2017
|
||||||
Product Sales Backlog:
|
|
|
|
|
|
||||||
Compression equipment
|
$
|
206,252
|
|
|
$
|
254,745
|
|
|
$
|
221,994
|
|
Processing and treating equipment
|
199,122
|
|
|
178,814
|
|
|
143,562
|
|
|||
Production equipment
|
9,481
|
|
|
14,138
|
|
|
36,126
|
|
|||
Other product sales
|
12,041
|
|
|
13,349
|
|
|
22,872
|
|
|||
Total product sales backlog
|
$
|
426,896
|
|
|
$
|
461,046
|
|
|
$
|
424,554
|
|
|
Three Months Ended
March 31, |
|
|
|||||||||||
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
Revenue
|
$
|
96,493
|
|
|
$
|
92,045
|
|
|
$
|
4,448
|
|
|
5
|
%
|
Cost of sales (excluding depreciation and amortization expense)
|
35,385
|
|
|
30,798
|
|
|
4,587
|
|
|
15
|
%
|
|||
Gross margin
|
$
|
61,108
|
|
|
$
|
61,247
|
|
|
$
|
(139
|
)
|
|
—
|
%
|
Gross margin percentage
(1)
|
63
|
%
|
|
67
|
%
|
|
(4
|
)%
|
|
(6
|
)%
|
|
Three Months Ended
March 31, |
|
|
|||||||||||
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
Revenue
|
$
|
26,371
|
|
|
$
|
22,524
|
|
|
$
|
3,847
|
|
|
17
|
%
|
Cost of sales (excluding depreciation and amortization expense)
|
18,897
|
|
|
16,612
|
|
|
2,285
|
|
|
14
|
%
|
|||
Gross margin
|
$
|
7,474
|
|
|
$
|
5,912
|
|
|
$
|
1,562
|
|
|
26
|
%
|
Gross margin percentage
|
28
|
%
|
|
26
|
%
|
|
2
|
%
|
|
8
|
%
|
|
Three Months Ended
March 31, |
|
|
|||||||||||
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
Revenue
|
$
|
227,519
|
|
|
$
|
130,856
|
|
|
$
|
96,663
|
|
|
74
|
%
|
Cost of sales (excluding depreciation and amortization expense)
|
200,336
|
|
|
119,537
|
|
|
80,799
|
|
|
68
|
%
|
|||
Gross margin
|
$
|
27,183
|
|
|
$
|
11,319
|
|
|
$
|
15,864
|
|
|
140
|
%
|
Gross margin percentage
|
12
|
%
|
|
9
|
%
|
|
3
|
%
|
|
33
|
%
|
|
Three Months Ended
March 31, |
|
|
|||||||||||
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
Selling, general and administrative
|
$
|
44,242
|
|
|
$
|
44,411
|
|
|
$
|
(169
|
)
|
|
—
|
%
|
Depreciation and amortization
|
31,029
|
|
|
24,752
|
|
|
6,277
|
|
|
25
|
%
|
|||
Long-lived asset impairment
|
1,804
|
|
|
—
|
|
|
1,804
|
|
|
n/a
|
|
|||
Restatement related charges
|
621
|
|
|
2,172
|
|
|
(1,551
|
)
|
|
(71
|
)%
|
|||
Restructuring and other charges
|
—
|
|
|
2,308
|
|
|
(2,308
|
)
|
|
(100
|
)%
|
|||
Interest expense
|
7,219
|
|
|
7,087
|
|
|
132
|
|
|
2
|
%
|
|||
Other (income) expense, net
|
1,420
|
|
|
(1,819
|
)
|
|
3,239
|
|
|
(178
|
)%
|
|
Three Months Ended
March 31, |
|
|
|||||||||||
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
Provision for income taxes
|
$
|
5,492
|
|
|
$
|
11,890
|
|
|
$
|
(6,398
|
)
|
|
(54
|
)%
|
Effective tax rate
|
58.2
|
%
|
|
(2,746.0
|
)%
|
|
2,804.2
|
%
|
|
(102
|
)%
|
|
Three Months Ended
March 31, |
|
|
|||||||||||
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
Income from discontinued operations, net of tax
|
$
|
1,399
|
|
|
$
|
32,644
|
|
|
$
|
(31,245
|
)
|
|
(96
|
)%
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Net cash provided by (used in) continuing operations:
|
|
|
|
||||
Operating activities
|
$
|
3,626
|
|
|
$
|
29,355
|
|
Investing activities
|
(46,959
|
)
|
|
(17,112
|
)
|
||
Financing activities
|
14,878
|
|
|
(54,623
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(571
|
)
|
|
55
|
|
||
Discontinued operations
|
(2,783
|
)
|
|
24,661
|
|
||
Net change in cash and cash equivalents
|
$
|
(31,809
|
)
|
|
$
|
(17,664
|
)
|
•
|
growth capital expenditures, which are made to expand or to replace partially or fully depreciated assets or to expand the operating capacity or revenue generating capabilities of existing or new assets, whether through construction, acquisition or modification; and
|
•
|
maintenance capital expenditures, which are made to maintain the existing operating capacity of our assets and related cash flows further extending the useful lives of the assets.
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Net income
|
$
|
5,337
|
|
|
$
|
20,321
|
|
Income from discontinued operations, net of tax
|
(1,399
|
)
|
|
(32,644
|
)
|
||
Depreciation and amortization
|
31,029
|
|
|
24,752
|
|
||
Long-lived asset impairment
|
1,804
|
|
|
—
|
|
||
Restatement related charges
|
621
|
|
|
2,172
|
|
||
Restructuring and other charges
|
—
|
|
|
2,308
|
|
||
Interest expense
|
7,219
|
|
|
7,087
|
|
||
(Gain) loss on currency exchange rate remeasurement of intercompany balances
|
630
|
|
|
(1,462
|
)
|
||
Loss on sale of business
|
—
|
|
|
111
|
|
||
Provision for income taxes
|
5,492
|
|
|
11,890
|
|
||
EBITDA, as adjusted
|
$
|
50,733
|
|
|
$
|
34,535
|
|
Period
|
Total Number
of Shares
Repurchased
(1)
|
|
Average
Price Paid
Per Unit
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
Maximum Number of Shares
yet to be Purchased Under the
Publicly Announced Plans or
Programs
|
|||
January 1, 2018 - January 31, 2018
|
953
|
|
|
$
|
32.06
|
|
|
N/A
|
|
N/A
|
February 1, 2018 - February 28, 2018
|
208
|
|
|
27.06
|
|
|
N/A
|
|
N/A
|
|
March 1, 2018 - March 31, 2018
|
129,719
|
|
|
26.24
|
|
|
N/A
|
|
N/A
|
|
Total
|
130,880
|
|
|
$
|
26.28
|
|
|
N/A
|
|
N/A
|
(1)
|
Represents shares withheld to satisfy employees’ tax withholding obligations in connection with vesting of restricted stock awards during the period.
|
|
|
Exterran Corporation
|
|
|
|
|
|
Date: May 3, 2018
|
|
By:
|
/s/ DAVID A. BARTA
|
|
|
|
David A. Barta
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
Exhibit No.
|
|
Description
|
2.1
|
|
|
2.2
|
|
|
3.1
|
|
|
10.1†*
|
|
|
10.2†*
|
|
|
10.3†*
|
|
|
10.4†*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1**
|
|
|
32.2**
|
|
|
101.INS
|
|
XBRL Instance Document.
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
|
XBRL Extension Calculation Linkbase Document.
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
†
|
|
Management contract or compensatory plan or arrangement.
|
*
|
|
Filed herewith.
|
**
|
|
Furnished, not filed.
|
By:
|
/s/ ANDREW J. WAY
|
|
|
|
Name:
|
Andrew J. Way
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
By:
|
/s/ DAVID A. BARTA
|
|
|
|
Name:
|
David A. Barta
|
|
|
Title:
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
/s/ ANDREW J. WAY
|
|
|
Name:
|
Andrew J. Way
|
|
Title:
|
President and
Chief Executive Officer
|
|
|
|
|
Date: May 3, 2018
|
|
/s/ DAVID A. BARTA
|
|
|
Name:
|
David A. Barta
|
|
Title:
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
Date: May 3, 2018
|
|