|
Delaware
|
|
47-3282259
|
(State or Other Jurisdiction of
|
|
(I.R.S. Employer
|
Incorporation or Organization)
|
|
Identification No.)
|
|
|
|
11000 Equity Drive
|
|
|
Houston, Texas
|
|
77041
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Title of each class
|
Ticker symbol(s)
|
Name of each exchange on which registered
|
|
|
Common Stock, $0.01 par value per share
|
EXTN
|
New York Stock Exchange
|
|
Large accelerated filer
|
x
|
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
|
Smaller reporting company
|
o
|
|
|
|
Emerging growth company
|
o
|
|
|
Page
|
|
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
|
|
||
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
18,576
|
|
|
$
|
19,300
|
|
Restricted cash
|
178
|
|
|
178
|
|
||
Accounts receivable, net of allowance of $5,350 and $5,474, respectively
|
266,286
|
|
|
248,467
|
|
||
Inventory, net (Note 5)
|
166,891
|
|
|
150,689
|
|
||
Contract assets (Note 2)
|
70,636
|
|
|
91,602
|
|
||
Other current assets
|
40,173
|
|
|
44,234
|
|
||
Current assets associated with discontinued operations (Note 4)
|
8,570
|
|
|
11,605
|
|
||
Total current assets
|
571,310
|
|
|
566,075
|
|
||
Property, plant and equipment, net (Note 6)
|
943,488
|
|
|
901,577
|
|
||
Operating lease right-of-use assets (Note 3)
|
29,782
|
|
|
—
|
|
||
Deferred income taxes
|
12,024
|
|
|
11,370
|
|
||
Intangible and other assets, net
|
84,329
|
|
|
86,371
|
|
||
Long-term assets associated with discontinued operations (Note 4)
|
1,629
|
|
|
1,661
|
|
||
Total assets
|
$
|
1,642,562
|
|
|
$
|
1,567,054
|
|
|
|
|
|
|
|
||
LIABILITIES AND STOCKHOLDERS
’
EQUITY
|
|
|
|
|
|
||
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable, trade
|
$
|
188,109
|
|
|
$
|
165,744
|
|
Accrued liabilities
|
113,269
|
|
|
123,335
|
|
||
Contract liabilities (Note 2)
|
139,975
|
|
|
153,483
|
|
||
Current operating lease liabilities (Note 3)
|
6,738
|
|
|
—
|
|
||
Current liabilities associated with discontinued operations (Note 4)
|
11,713
|
|
|
14,767
|
|
||
Total current liabilities
|
459,804
|
|
|
457,329
|
|
||
Long-term debt (Note 7)
|
433,952
|
|
|
403,810
|
|
||
Deferred income taxes
|
6,762
|
|
|
6,005
|
|
||
Long-term contract liabilities (Note 2)
|
134,997
|
|
|
101,363
|
|
||
Long-term operating lease liabilities (Note 3)
|
28,277
|
|
|
—
|
|
||
Other long-term liabilities
|
35,821
|
|
|
39,812
|
|
||
Long-term liabilities associated with discontinued operations (Note 4)
|
5,765
|
|
|
5,914
|
|
||
Total liabilities
|
1,105,378
|
|
|
1,014,233
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||
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; 37,468,801 and 36,868,066 shares issued, respectively
|
375
|
|
|
369
|
|
||
Additional paid-in capital
|
738,448
|
|
|
734,458
|
|
||
Accumulated deficit
|
(220,255
|
)
|
|
(208,677
|
)
|
||
Treasury stock — 1,141,491 and 721,280 common shares, at cost, respectively
|
(18,647
|
)
|
|
(11,560
|
)
|
||
Accumulated other comprehensive income
|
37,263
|
|
|
38,231
|
|
||
Total stockholders’ equity (Note 12)
|
537,184
|
|
|
552,821
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,642,562
|
|
|
$
|
1,567,054
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues (Note 2):
|
|
|
|
||||
Contract operations
|
$
|
85,700
|
|
|
$
|
96,493
|
|
Aftermarket services
|
27,302
|
|
|
26,371
|
|
||
Product sales
|
238,444
|
|
|
227,519
|
|
||
|
351,446
|
|
|
350,383
|
|
||
Costs and expenses:
|
|
|
|
||||
Cost of sales (excluding depreciation and amortization expense):
|
|
|
|
||||
Contract operations
|
28,591
|
|
|
35,385
|
|
||
Aftermarket services
|
20,718
|
|
|
18,897
|
|
||
Product sales
|
209,535
|
|
|
200,336
|
|
||
Selling, general and administrative
|
43,452
|
|
|
44,242
|
|
||
Depreciation and amortization
|
38,217
|
|
|
31,029
|
|
||
Long-lived asset impairment (Note 9)
|
—
|
|
|
1,804
|
|
||
Restatement related charges
|
48
|
|
|
621
|
|
||
Restructuring and other charges (Note 10)
|
384
|
|
|
—
|
|
||
Interest expense
|
8,163
|
|
|
7,219
|
|
||
Other (income) expense, net
|
(1,245
|
)
|
|
1,420
|
|
||
|
347,863
|
|
|
340,953
|
|
||
Income before income taxes
|
3,583
|
|
|
9,430
|
|
||
Provision for income taxes (Note 11)
|
9,140
|
|
|
5,492
|
|
||
Income (loss) from continuing operations
|
(5,557
|
)
|
|
3,938
|
|
||
Income from discontinued operations, net of tax (Note 4)
|
163
|
|
|
1,399
|
|
||
Net income (loss)
|
$
|
(5,394
|
)
|
|
$
|
5,337
|
|
|
|
|
|
||||
Basic net income (loss) per common share (Note 14):
|
|
|
|
||||
Income (loss) from continuing operations per common share
|
$
|
(0.16
|
)
|
|
$
|
0.11
|
|
Income from discontinued operations per common share
|
0.01
|
|
|
0.04
|
|
||
Net income (loss) per common share
|
$
|
(0.15
|
)
|
|
$
|
0.15
|
|
|
|
|
|
||||
Diluted net income (loss) per common share (Note 14):
|
|
|
|
||||
Income (loss) from continuing operations per common share
|
$
|
(0.16
|
)
|
|
$
|
0.11
|
|
Income from discontinued operations per common share
|
0.01
|
|
|
0.04
|
|
||
Net income (loss) per common share
|
$
|
(0.15
|
)
|
|
$
|
0.15
|
|
|
|
|
|
||||
Weighted average common shares outstanding used in net income (loss) per common share (Note 14):
|
|
|
|
||||
Basic
|
35,646
|
|
|
35,301
|
|
||
Diluted
|
35,646
|
|
|
35,373
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income (loss)
|
$
|
(5,394
|
)
|
|
$
|
5,337
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Foreign currency translation adjustment
|
(968
|
)
|
|
757
|
|
||
Comprehensive income (loss)
|
$
|
(6,362
|
)
|
|
$
|
6,094
|
|
|
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 606 (Note 2)
|
|
|
|
|
|
|
(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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, January 1, 2019
|
$
|
369
|
|
|
$
|
734,458
|
|
|
$
|
(208,677
|
)
|
|
$
|
(11,560
|
)
|
|
$
|
38,231
|
|
|
$
|
552,821
|
|
Cumulative-effect adjustment from adoption of ASC 842 (Note 1)
|
|
|
|
|
|
|
(6,184
|
)
|
|
|
|
|
|
|
|
(6,184
|
)
|
||||||
Net loss
|
|
|
|
|
|
|
(5,394
|
)
|
|
|
|
|
|
|
|
(5,394
|
)
|
||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
(968
|
)
|
|
(968
|
)
|
||||||
Treasury stock purchased
|
|
|
|
|
|
|
|
|
|
(7,087
|
)
|
|
|
|
|
(7,087
|
)
|
||||||
Stock-based compensation, net of forfeitures
|
6
|
|
|
3,990
|
|
|
|
|
|
|
|
|
|
|
|
3,996
|
|
||||||
Balance, March 31, 2019
|
$
|
375
|
|
|
$
|
738,448
|
|
|
$
|
(220,255
|
)
|
|
$
|
(18,647
|
)
|
|
$
|
37,263
|
|
|
$
|
537,184
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(5,394
|
)
|
|
$
|
5,337
|
|
Adjustments to reconcile net income (loss) to cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
38,217
|
|
|
31,029
|
|
||
Long-lived asset impairment
|
—
|
|
|
1,804
|
|
||
Amortization of deferred financing costs
|
628
|
|
|
670
|
|
||
Income from discontinued operations, net of tax
|
(163
|
)
|
|
(1,399
|
)
|
||
Provision for doubtful accounts
|
—
|
|
|
215
|
|
||
Gain on sale of property, plant and equipment
|
(1,000
|
)
|
|
(227
|
)
|
||
(Gain) loss on remeasurement of intercompany balances
|
(446
|
)
|
|
630
|
|
||
Loss on foreign currency derivatives
|
665
|
|
|
—
|
|
||
Stock-based compensation expense
|
3,996
|
|
|
3,604
|
|
||
Deferred income tax benefit
|
(980
|
)
|
|
(1,706
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable and notes
|
(16,684
|
)
|
|
20,815
|
|
||
Inventory
|
(19,427
|
)
|
|
(34,292
|
)
|
||
Contract assets
|
17,245
|
|
|
(31,397
|
)
|
||
Other current assets
|
528
|
|
|
7,939
|
|
||
Accounts payable and other liabilities
|
7,759
|
|
|
6,469
|
|
||
Contract liabilities
|
24,051
|
|
|
(6,429
|
)
|
||
Other
|
30
|
|
|
564
|
|
||
Net cash provided by continuing operations
|
49,025
|
|
|
3,626
|
|
||
Net cash provided by (used in) discontinued operations
|
16
|
|
|
(2,849
|
)
|
||
Net cash provided by operating activities
|
49,041
|
|
|
777
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(76,354
|
)
|
|
(49,219
|
)
|
||
Proceeds from sale of property, plant and equipment
|
4,012
|
|
|
2,260
|
|
||
Settlement of foreign currency derivatives
|
(207
|
)
|
|
—
|
|
||
Net cash used in continuing operations
|
(72,549
|
)
|
|
(46,959
|
)
|
||
Net cash provided by discontinued operations
|
—
|
|
|
66
|
|
||
Net cash used in investing activities
|
(72,549
|
)
|
|
(46,893
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from borrowings of debt
|
179,000
|
|
|
66,500
|
|
||
Repayments of debt
|
(149,113
|
)
|
|
(48,563
|
)
|
||
Payments for debt issuance costs
|
—
|
|
|
(47
|
)
|
||
Proceeds from stock options exercised
|
—
|
|
|
428
|
|
||
Purchases of treasury stock
|
(6,701
|
)
|
|
(3,440
|
)
|
||
Net cash provided by financing activities
|
23,186
|
|
|
14,878
|
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(402
|
)
|
|
(571
|
)
|
||
Net decrease in cash, cash equivalents and restricted cash
|
(724
|
)
|
|
(31,809
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
19,478
|
|
|
49,691
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
18,754
|
|
|
$
|
17,882
|
|
|
Impact of Changes in Accounting Policies
|
||||||||||
|
December 31, 2018
|
|
Adjustments
|
|
January 1, 2019
|
||||||
ASSETS
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Other current assets
|
$
|
44,234
|
|
|
$
|
(506
|
)
|
|
$
|
43,728
|
|
Operating lease right-of-use assets
|
—
|
|
|
21,181
|
|
|
21,181
|
|
|||
Intangible and other assets, net
|
86,371
|
|
|
(353
|
)
|
|
86,018
|
|
|||
Total assets
|
$
|
1,567,054
|
|
|
$
|
20,322
|
|
|
$
|
1,587,376
|
|
|
|
|
|
|
|
||||||
LIABILITIES AND STOCKHOLDERS
’
EQUITY
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Current operating lease liabilities
|
$
|
—
|
|
|
$
|
6,769
|
|
|
$
|
6,769
|
|
Long-term operating lease liabilities
|
—
|
|
|
19,737
|
|
|
19,737
|
|
|||
Total liabilities
|
1,014,233
|
|
|
26,506
|
|
|
1,040,739
|
|
|||
Accumulated deficit
|
(208,677
|
)
|
|
(6,184
|
)
|
|
(214,861
|
)
|
|||
Total stockholders’ equity
|
552,821
|
|
|
(6,184
|
)
|
|
546,637
|
|
|||
Total liabilities and stockholders’ equity
|
$
|
1,567,054
|
|
|
$
|
20,322
|
|
|
$
|
1,587,376
|
|
|
|
Three Months Ended March 31,
|
||||||
Revenue by Products and Services
|
|
2019
|
|
2018
|
||||
Contract Operations Segment:
|
|
|
|
|
||||
Contract operations services
(1)
|
|
$
|
85,700
|
|
|
$
|
96,493
|
|
|
|
|
|
|
||||
Aftermarket Services Segment:
|
|
|
|
|
||||
Operation and maintenance services
(1)
|
|
$
|
12,673
|
|
|
$
|
13,875
|
|
Part sales
(2)
|
|
9,796
|
|
|
9,133
|
|
||
Other services
(1)
|
|
4,833
|
|
|
3,363
|
|
||
Total aftermarket services
|
|
$
|
27,302
|
|
|
$
|
26,371
|
|
|
|
|
|
|
||||
Product Sales Segment:
|
|
|
|
|
||||
Compression equipment
(1)
|
|
$
|
145,439
|
|
|
$
|
131,559
|
|
Processing and treating equipment
(1)
|
|
89,220
|
|
|
86,115
|
|
||
Production equipment
(2)
|
|
2,435
|
|
|
7,998
|
|
||
Other product sales
(1) (2)
|
|
1,350
|
|
|
1,847
|
|
||
Total product sales revenues
|
|
$
|
238,444
|
|
|
$
|
227,519
|
|
|
|
|
|
|
||||
Total revenues
|
|
$
|
351,446
|
|
|
$
|
350,383
|
|
|
(1)
|
Revenue recognized over time.
|
(2)
|
Revenue recognized at a point in time.
|
|
|
Three Months Ended March 31,
|
||||||
Revenue by Geographical Regions
|
|
2019
|
|
2018
|
||||
North America
|
|
$
|
198,933
|
|
|
$
|
231,848
|
|
Latin America
|
|
60,559
|
|
|
67,951
|
|
||
Middle East and Africa
|
|
82,791
|
|
|
26,125
|
|
||
Asia Pacific
|
|
9,163
|
|
|
24,459
|
|
||
Total revenues
|
|
$
|
351,446
|
|
|
$
|
350,383
|
|
|
Contract Operations Segment
|
|
Product Sales Segment
|
||||
Remainder of 2019
|
$
|
226,634
|
|
|
$
|
520,239
|
|
2020
|
202,500
|
|
|
29,531
|
|
||
2021
|
207,204
|
|
|
3,721
|
|
||
2022
|
168,224
|
|
|
—
|
|
||
2023
|
149,805
|
|
|
—
|
|
||
Thereafter
|
403,044
|
|
|
—
|
|
||
Total backlog
|
$
|
1,357,411
|
|
|
$
|
553,491
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Accounts receivables, net
|
|
$
|
266,286
|
|
|
$
|
248,467
|
|
Contract assets and contract liabilities:
|
|
|
|
|
||||
Current contract assets
|
|
70,636
|
|
|
91,602
|
|
||
Long-term contract assets
|
|
5,403
|
|
|
5,430
|
|
||
Current contract liabilities
|
|
139,975
|
|
|
153,483
|
|
||
Long-term contract liabilities
|
|
134,997
|
|
|
101,363
|
|
Leases
|
|
Classification
|
|
March 31, 2019
|
||
Assets
|
|
|
|
|
||
Operating lease assets
|
|
Operating lease right-of-use assets
|
|
$
|
29,782
|
|
|
|
|
|
|
||
Liabilities
|
|
|
|
|
||
Operating - current
|
|
Current operating lease liabilities
|
|
$
|
6,738
|
|
Operating - noncurrent
|
|
Long-term operating lease liabilities
|
|
28,277
|
|
|
Total lease liabilities
|
|
|
|
$
|
35,015
|
|
Maturity of Operating Lease Liabilities
|
|
March 31, 2019
|
||
Remainder of 2019
(1)
|
|
$
|
1,546
|
|
2020
|
|
6,998
|
|
|
2021
|
|
6,396
|
|
|
2022
|
|
5,437
|
|
|
2023
|
|
4,771
|
|
|
Thereafter
|
|
25,352
|
|
|
Total lease payments
|
|
50,500
|
|
|
Less: Imputed interest
|
|
(15,485
|
)
|
|
Present value of lease liabilities
|
|
$
|
35,015
|
|
|
Cash Flow Information
|
|
Classification
|
|
Three Months Ended March 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
Net cash provided by operating activities
|
|
$
|
(2,061
|
)
|
Leased assets obtained in exchange for new operating lease liabilities
|
|
Non-cash
|
|
9,864
|
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||||
|
Venezuela
|
|
Belleli EPC
|
|
Total
|
|
Venezuela
|
|
Belleli EPC
|
|
Total
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
137
|
|
|
$
|
137
|
|
|
$
|
—
|
|
|
$
|
4,967
|
|
|
$
|
4,967
|
|
Cost of sales (excluding depreciation and amortization expense)
|
—
|
|
|
(316
|
)
|
|
(316
|
)
|
|
—
|
|
|
2,403
|
|
|
2,403
|
|
||||||
Selling, general and administrative
|
35
|
|
|
541
|
|
|
576
|
|
|
32
|
|
|
60
|
|
|
92
|
|
||||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
428
|
|
|
428
|
|
||||||
Other (income) expense, net
|
—
|
|
|
(328
|
)
|
|
(328
|
)
|
|
1
|
|
|
599
|
|
|
600
|
|
||||||
Provision for income taxes
|
—
|
|
|
42
|
|
|
42
|
|
|
—
|
|
|
45
|
|
|
45
|
|
||||||
Income (loss) from discontinued operations, net of tax
|
$
|
(35
|
)
|
|
$
|
198
|
|
|
$
|
163
|
|
|
$
|
(33
|
)
|
|
$
|
1,432
|
|
|
$
|
1,399
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Venezuela
|
|
Belleli EPC
|
|
Total
|
|
Venezuela
|
|
Belleli EPC
|
|
Total
|
||||||||||||
Cash
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Accounts receivable
|
—
|
|
|
7,883
|
|
|
7,883
|
|
|
—
|
|
|
11,509
|
|
|
11,509
|
|
||||||
Contract assets
|
—
|
|
|
277
|
|
|
277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other current assets
|
—
|
|
|
410
|
|
|
410
|
|
|
7
|
|
|
86
|
|
|
93
|
|
||||||
Total current assets associated with discontinued operations
|
—
|
|
|
8,570
|
|
|
8,570
|
|
|
10
|
|
|
11,595
|
|
|
11,605
|
|
||||||
Property, plant and equipment, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
28
|
|
||||||
Intangible and other assets, net
|
—
|
|
|
1,629
|
|
|
1,629
|
|
|
—
|
|
|
1,633
|
|
|
1,633
|
|
||||||
Total assets associated with discontinued operations
|
$
|
—
|
|
|
$
|
10,199
|
|
|
$
|
10,199
|
|
|
$
|
10
|
|
|
$
|
13,256
|
|
|
$
|
13,266
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
3,349
|
|
|
$
|
3,349
|
|
|
$
|
—
|
|
|
$
|
4,382
|
|
|
$
|
4,382
|
|
Accrued liabilities
|
15
|
|
|
5,811
|
|
|
5,826
|
|
|
12
|
|
|
7,831
|
|
|
7,843
|
|
||||||
Contract liabilities
|
—
|
|
|
2,538
|
|
|
2,538
|
|
|
—
|
|
|
2,542
|
|
|
2,542
|
|
||||||
Total current liabilities associated with discontinued operations
|
15
|
|
|
11,698
|
|
|
11,713
|
|
|
12
|
|
|
14,755
|
|
|
14,767
|
|
||||||
Other long-term liabilities
|
—
|
|
|
5,765
|
|
|
5,765
|
|
|
—
|
|
|
5,914
|
|
|
5,914
|
|
||||||
Total liabilities associated with discontinued operations
|
$
|
15
|
|
|
$
|
17,463
|
|
|
$
|
17,478
|
|
|
$
|
12
|
|
|
$
|
20,669
|
|
|
$
|
20,681
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Parts and supplies
|
$
|
103,147
|
|
|
$
|
92,016
|
|
Work in progress
|
52,942
|
|
|
49,547
|
|
||
Finished goods
|
10,802
|
|
|
9,126
|
|
||
Inventory, net
|
$
|
166,891
|
|
|
$
|
150,689
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Compression equipment, processing facilities and other fleet assets
|
$
|
1,782,321
|
|
|
$
|
1,713,153
|
|
Land and buildings
|
102,166
|
|
|
101,571
|
|
||
Transportation and shop equipment
|
82,618
|
|
|
82,960
|
|
||
Computer software
|
56,972
|
|
|
54,572
|
|
||
Other
|
46,034
|
|
|
47,210
|
|
||
|
2,070,111
|
|
|
1,999,466
|
|
||
Accumulated depreciation
|
(1,126,623
|
)
|
|
(1,097,889
|
)
|
||
Property, plant and equipment, net
|
$
|
943,488
|
|
|
$
|
901,577
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Revolving credit facility due October 2023
|
$
|
65,000
|
|
|
$
|
35,000
|
|
8.125% senior notes due May 2025
|
375,000
|
|
|
375,000
|
|
||
Other debt
|
575
|
|
|
687
|
|
||
Unamortized deferred financing costs of 8.125% senior notes
|
(6,174
|
)
|
|
(6,428
|
)
|
||
Total debt
|
434,401
|
|
|
404,259
|
|
||
Less: Amounts due within one year
(1)
|
(449
|
)
|
|
(449
|
)
|
||
Long-term debt
|
$
|
433,952
|
|
|
$
|
403,810
|
|
|
•
|
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.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||
Foreign currency derivatives liability
|
$
|
—
|
|
|
$
|
458
|
|
|
$
|
—
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Three months ended March 31, 2019
|
|
Three months ended March 31, 2018
|
||||||||||||||
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||
Impaired assets—assets held for sale
(1)
|
N/A
|
|
N/A
|
|
N/A
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,026
|
|
|
(1)
|
Our estimate of the fair value of the impaired North America production equipment assets (“PEQ assets”), which were classified as assets held for sale as of March 31, 2018 and sold in June 2018, was based on the expected net proceeds from the sale of the assets.
|
|
Restructuring and Other Charges
|
||
Beginning balance at January 1, 2019
|
$
|
309
|
|
Additions for costs expensed
|
384
|
|
|
Reductions for payments
|
(411
|
)
|
|
Ending balance at March 31, 2019
|
$
|
282
|
|
|
Shares
(in thousands)
|
|
Weighted Average
Grant-Date Fair
Value Per Share
|
|||
Non-vested awards, January 1, 2019
|
1,044
|
|
|
$
|
25.89
|
|
Granted
|
806
|
|
|
17.01
|
|
|
Vested
|
(427
|
)
|
|
23.06
|
|
|
Cancelled
|
(16
|
)
|
|
27.24
|
|
|
Non-vested awards, March 31, 2019
(1)
|
1,407
|
|
|
21.65
|
|
|
(1)
|
361,000
of the non-vested awards as of
March 31, 2019
are presented within our balance sheets as liabilities due to their expected cash settlement.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Numerator for basic and diluted net income (loss) per common share:
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
(5,557
|
)
|
|
$
|
3,938
|
|
Income from discontinued operations, net of tax
|
163
|
|
|
1,399
|
|
||
Less: Net income attributable to participating securities
|
—
|
|
|
(138
|
)
|
||
Net income (loss) — used in basic and diluted net income (loss) per common share
|
$
|
(5,394
|
)
|
|
$
|
5,199
|
|
|
|
|
|
||||
Weighted average common shares outstanding including participating securities
|
36,462
|
|
|
36,236
|
|
||
Less: Weighted average participating securities outstanding
|
(816
|
)
|
|
(935
|
)
|
||
Weighted average common shares outstanding — used in basic net income (loss) per common share
|
35,646
|
|
|
35,301
|
|
||
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 (loss) per common share
|
35,646
|
|
|
35,373
|
|
||
|
|
|
|
|
|||
Net income (loss) per common share:
|
|
|
|
||||
Basic
|
$
|
(0.15
|
)
|
|
$
|
0.15
|
|
Diluted
|
$
|
(0.15
|
)
|
|
$
|
0.15
|
|
|
*
|
Excluded from diluted net income (loss) per common share as their inclusion would have been anti-dilutive.
|
|
Three Months Ended March 31,
|
||||
|
2019
|
|
2018
|
||
Net dilutive potential common shares issuable:
|
|
|
|
||
On exercise of options where exercise price is greater than average market value
|
74
|
|
|
35
|
|
Net dilutive potential common shares issuable
|
74
|
|
|
35
|
|
Three Months Ended
|
|
Contract
Operations
|
|
Aftermarket Services
|
|
Product Sales
|
|
Reportable
Segments Total |
||||||||
March 31, 2019:
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
85,700
|
|
|
$
|
27,302
|
|
|
$
|
238,444
|
|
|
$
|
351,446
|
|
Gross margin
(1)
|
|
57,109
|
|
|
6,584
|
|
|
28,909
|
|
|
92,602
|
|
||||
March 31, 2018:
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
96,493
|
|
|
$
|
26,371
|
|
|
$
|
227,519
|
|
|
$
|
350,383
|
|
Gross margin
(1)
|
|
61,108
|
|
|
7,474
|
|
|
27,183
|
|
|
95,765
|
|
|
(1)
|
Gross margin is defined as revenue less cost of sales (excluding depreciation and amortization expense).
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Income before income taxes
|
$
|
3,583
|
|
|
$
|
9,430
|
|
Selling, general and administrative
|
43,452
|
|
|
44,242
|
|
||
Depreciation and amortization
|
38,217
|
|
|
31,029
|
|
||
Long-lived asset impairment
|
—
|
|
|
1,804
|
|
||
Restatement related charges
|
48
|
|
|
621
|
|
||
Restructuring and other charges
|
384
|
|
|
—
|
|
||
Interest expense
|
8,163
|
|
|
7,219
|
|
||
Other (income) expense, net
|
(1,245
|
)
|
|
1,420
|
|
||
Total gross margin
|
$
|
92,602
|
|
|
$
|
95,765
|
|
|
|
|
|
|
Non- Guarantor Subsidiaries
|
|
|
|
|
||||||||||
|
Parent Guarantor
|
|
Issuers
|
|
|
Eliminations
|
|
Consolidation
|
|||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
27
|
|
|
$
|
1,116
|
|
|
$
|
17,433
|
|
|
$
|
—
|
|
|
$
|
18,576
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
178
|
|
|
—
|
|
|
178
|
|
|||||
Accounts receivable, net
|
—
|
|
|
97,099
|
|
|
169,187
|
|
|
—
|
|
|
266,286
|
|
|||||
Inventory, net
|
—
|
|
|
97,037
|
|
|
69,854
|
|
|
—
|
|
|
166,891
|
|
|||||
Contract assets
|
—
|
|
|
47,380
|
|
|
23,256
|
|
|
—
|
|
|
70,636
|
|
|||||
Intercompany receivables
|
—
|
|
|
172,543
|
|
|
385,986
|
|
|
(558,529
|
)
|
|
—
|
|
|||||
Other current assets
|
—
|
|
|
6,970
|
|
|
33,203
|
|
|
—
|
|
|
40,173
|
|
|||||
Current assets associated with discontinued operations
|
—
|
|
|
—
|
|
|
8,570
|
|
|
—
|
|
|
8,570
|
|
|||||
Total current assets
|
27
|
|
|
422,145
|
|
|
707,667
|
|
|
(558,529
|
)
|
|
571,310
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
311,674
|
|
|
631,814
|
|
|
—
|
|
|
943,488
|
|
|||||
Operating lease right-of-use assets
|
—
|
|
|
12,374
|
|
|
17,408
|
|
|
—
|
|
|
29,782
|
|
|||||
Investment in affiliates
|
543,275
|
|
|
886,456
|
|
|
(343,181
|
)
|
|
(1,086,550
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
—
|
|
|
5,493
|
|
|
6,531
|
|
|
—
|
|
|
12,024
|
|
|||||
Intangible and other assets, net
|
—
|
|
|
31,847
|
|
|
52,482
|
|
|
—
|
|
|
84,329
|
|
|||||
Long-term assets associated with discontinued operations
|
—
|
|
|
—
|
|
|
1,629
|
|
|
—
|
|
|
1,629
|
|
|||||
Total assets
|
$
|
543,302
|
|
|
$
|
1,669,989
|
|
|
$
|
1,074,350
|
|
|
$
|
(1,645,079
|
)
|
|
$
|
1,642,562
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable, trade
|
$
|
—
|
|
|
$
|
142,709
|
|
|
$
|
45,400
|
|
|
$
|
—
|
|
|
$
|
188,109
|
|
Accrued liabilities
|
386
|
|
|
33,979
|
|
|
78,904
|
|
|
—
|
|
|
113,269
|
|
|||||
Contract liabilities
|
—
|
|
|
77,426
|
|
|
62,549
|
|
|
—
|
|
|
139,975
|
|
|||||
Current operating lease liabilities
|
—
|
|
|
1,967
|
|
|
4,771
|
|
|
—
|
|
|
6,738
|
|
|||||
Intercompany payables
|
5,732
|
|
|
385,986
|
|
|
166,811
|
|
|
(558,529
|
)
|
|
—
|
|
|||||
Current liabilities associated with discontinued operations
|
—
|
|
|
—
|
|
|
11,713
|
|
|
—
|
|
|
11,713
|
|
|||||
Total current liabilities
|
6,118
|
|
|
642,067
|
|
|
370,148
|
|
|
(558,529
|
)
|
|
459,804
|
|
|||||
Long-term debt
|
—
|
|
|
433,952
|
|
|
—
|
|
|
—
|
|
|
433,952
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
6,762
|
|
|
—
|
|
|
6,762
|
|
|||||
Long-term contract liabilities
|
—
|
|
|
22,851
|
|
|
112,146
|
|
|
—
|
|
|
134,997
|
|
|||||
Long-term operating lease liabilities
|
—
|
|
|
16,484
|
|
|
11,793
|
|
|
—
|
|
|
28,277
|
|
|||||
Other long-term liabilities
|
—
|
|
|
11,360
|
|
|
24,461
|
|
|
—
|
|
|
35,821
|
|
|||||
Long-term liabilities associated with discontinued operations
|
—
|
|
|
—
|
|
|
5,765
|
|
|
—
|
|
|
5,765
|
|
|||||
Total liabilities
|
6,118
|
|
|
1,126,714
|
|
|
531,075
|
|
|
(558,529
|
)
|
|
1,105,378
|
|
|||||
Total equity
|
537,184
|
|
|
543,275
|
|
|
543,275
|
|
|
(1,086,550
|
)
|
|
537,184
|
|
|||||
Total liabilities and equity
|
$
|
543,302
|
|
|
$
|
1,669,989
|
|
|
$
|
1,074,350
|
|
|
$
|
(1,645,079
|
)
|
|
$
|
1,642,562
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
Non- Guarantor Subsidiaries
|
|
|
|
|
||||||||||
|
Parent Guarantor
|
|
Issuers
|
|
|
Eliminations
|
|
Consolidation
|
|||||||||||
Revenues
|
$
|
—
|
|
|
$
|
214,790
|
|
|
$
|
164,631
|
|
|
$
|
(27,975
|
)
|
|
$
|
351,446
|
|
Cost of sales (excluding depreciation and amortization expense)
|
—
|
|
|
185,306
|
|
|
101,513
|
|
|
(27,975
|
)
|
|
258,844
|
|
|||||
Selling, general and administrative
|
297
|
|
|
22,107
|
|
|
21,048
|
|
|
—
|
|
|
43,452
|
|
|||||
Depreciation and amortization
|
—
|
|
|
14,927
|
|
|
23,290
|
|
|
—
|
|
|
38,217
|
|
|||||
Restatement related charges
|
—
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|||||
Restructuring and other charges
|
—
|
|
|
—
|
|
|
384
|
|
|
—
|
|
|
384
|
|
|||||
Interest expense
|
—
|
|
|
8,470
|
|
|
(307
|
)
|
|
—
|
|
|
8,163
|
|
|||||
Intercompany charges, net
|
—
|
|
|
1,919
|
|
|
(1,919
|
)
|
|
—
|
|
|
—
|
|
|||||
Equity in (income) loss of affiliates
|
5,097
|
|
|
(15,033
|
)
|
|
20,130
|
|
|
(10,194
|
)
|
|
—
|
|
|||||
Other (income) expense, net
|
—
|
|
|
(41
|
)
|
|
(1,204
|
)
|
|
—
|
|
|
(1,245
|
)
|
|||||
Income (loss) before income taxes
|
(5,394
|
)
|
|
(2,913
|
)
|
|
1,696
|
|
|
10,194
|
|
|
3,583
|
|
|||||
Provision for income taxes
|
—
|
|
|
2,184
|
|
|
6,956
|
|
|
—
|
|
|
9,140
|
|
|||||
Loss from continuing operations
|
(5,394
|
)
|
|
(5,097
|
)
|
|
(5,260
|
)
|
|
10,194
|
|
|
(5,557
|
)
|
|||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
163
|
|
|
—
|
|
|
163
|
|
|||||
Net loss
|
(5,394
|
)
|
|
(5,097
|
)
|
|
(5,097
|
)
|
|
10,194
|
|
|
(5,394
|
)
|
|||||
Other comprehensive loss
|
(968
|
)
|
|
(968
|
)
|
|
(968
|
)
|
|
1,936
|
|
|
(968
|
)
|
|||||
Comprehensive loss attributable to Exterran stockholders
|
$
|
(6,362
|
)
|
|
$
|
(6,065
|
)
|
|
$
|
(6,065
|
)
|
|
$
|
12,130
|
|
|
$
|
(6,362
|
)
|
|
|
|
|
|
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
|
|||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) continuing operations
|
$
|
(48
|
)
|
|
$
|
(1,302
|
)
|
|
$
|
50,375
|
|
|
$
|
—
|
|
|
$
|
49,025
|
|
Net cash provided by discontinued operations
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|||||
Net cash provided by (used in) operating activities
|
(48
|
)
|
|
(1,302
|
)
|
|
50,391
|
|
|
—
|
|
|
49,041
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(35,065
|
)
|
|
(41,289
|
)
|
|
—
|
|
|
(76,354
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
721
|
|
|
3,291
|
|
|
—
|
|
|
4,012
|
|
|||||
Intercompany transfers
|
—
|
|
|
(4,300
|
)
|
|
(12,627
|
)
|
|
16,927
|
|
|
—
|
|
|||||
Settlement of foreign currency derivatives
|
—
|
|
|
(207
|
)
|
|
—
|
|
|
—
|
|
|
(207
|
)
|
|||||
Net cash used in investing activities
|
—
|
|
|
(38,851
|
)
|
|
(50,625
|
)
|
|
16,927
|
|
|
(72,549
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from borrowings of debt
|
—
|
|
|
179,000
|
|
|
—
|
|
|
—
|
|
|
179,000
|
|
|||||
Repayments of debt
|
—
|
|
|
(149,113
|
)
|
|
—
|
|
|
—
|
|
|
(149,113
|
)
|
|||||
Intercompany transfers
|
4,300
|
|
|
12,627
|
|
|
—
|
|
|
(16,927
|
)
|
|
—
|
|
|||||
Purchases of treasury stock
|
(4,271
|
)
|
|
(2,430
|
)
|
|
—
|
|
|
—
|
|
|
(6,701
|
)
|
|||||
Net cash provided by financing activities
|
29
|
|
|
40,084
|
|
|
—
|
|
|
(16,927
|
)
|
|
23,186
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
—
|
|
|
(402
|
)
|
|
—
|
|
|
(402
|
)
|
|||||
Net decrease in cash, cash equivalents and restricted cash
|
(19
|
)
|
|
(69
|
)
|
|
(636
|
)
|
|
—
|
|
|
(724
|
)
|
|||||
Cash, cash equivalents and restricted cash at beginning of period
|
46
|
|
|
1,185
|
|
|
18,247
|
|
|
—
|
|
|
19,478
|
|
|||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
27
|
|
|
$
|
1,116
|
|
|
$
|
17,611
|
|
|
$
|
—
|
|
|
$
|
18,754
|
|
|
|
|
|
|
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
|
|
•
|
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 cyber-based attacks or network security breaches;
|
•
|
changes in international trade relationships, including the imposition of trade restrictions or tariffs relating to any materials or products (such as aluminum and steel) used in the operation of our business;
|
•
|
risks associated with our operations, such as equipment defects, equipment malfunctions and natural disasters;
|
•
|
the risk that counterparties will not perform their obligations under their contracts with us;
|
•
|
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; and
|
•
|
our level of indebtedness and ability to fund our business.
|
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2018
|
||||||
Contract Operations Backlog:
|
|
|
|
|
|
||||||
Contract operations services
|
$
|
1,357,411
|
|
|
$
|
1,398,644
|
|
|
$
|
1,215,877
|
|
|
|
|
|
|
|
||||||
Product Sales Backlog:
|
|
|
|
|
|
||||||
Compression equipment
|
$
|
367,226
|
|
|
$
|
471,827
|
|
|
$
|
206,252
|
|
Processing and treating equipment
|
161,206
|
|
|
229,258
|
|
|
199,122
|
|
|||
Production equipment
|
—
|
|
|
2,438
|
|
|
9,481
|
|
|||
Other product sales
|
25,059
|
|
|
2,246
|
|
|
12,041
|
|
|||
Total product sales backlog
|
$
|
553,491
|
|
|
$
|
705,769
|
|
|
$
|
426,896
|
|
|
Three Months Ended
March 31, |
|
|
|||||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
Revenue
|
$
|
85,700
|
|
|
$
|
96,493
|
|
|
$
|
(10,793
|
)
|
|
(11
|
)%
|
Cost of sales (excluding depreciation and amortization expense)
|
28,591
|
|
|
35,385
|
|
|
(6,794
|
)
|
|
(19
|
)%
|
|||
Gross margin
|
$
|
57,109
|
|
|
$
|
61,108
|
|
|
$
|
(3,999
|
)
|
|
(7
|
)%
|
Gross margin percentage
(1)
|
67
|
%
|
|
63
|
%
|
|
4
|
%
|
|
6
|
%
|
|
Three Months Ended
March 31, |
|
|
|||||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
Revenue
|
$
|
27,302
|
|
|
$
|
26,371
|
|
|
$
|
931
|
|
|
4
|
%
|
Cost of sales (excluding depreciation and amortization expense)
|
20,718
|
|
|
18,897
|
|
|
1,821
|
|
|
10
|
%
|
|||
Gross margin
|
$
|
6,584
|
|
|
$
|
7,474
|
|
|
$
|
(890
|
)
|
|
(12
|
)%
|
Gross margin percentage
|
24
|
%
|
|
28
|
%
|
|
(4
|
)%
|
|
(14
|
)%
|
|
Three Months Ended
March 31, |
|
|
|||||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
Revenue
|
$
|
238,444
|
|
|
$
|
227,519
|
|
|
$
|
10,925
|
|
|
5
|
%
|
Cost of sales (excluding depreciation and amortization expense)
|
209,535
|
|
|
200,336
|
|
|
9,199
|
|
|
5
|
%
|
|||
Gross margin
|
$
|
28,909
|
|
|
$
|
27,183
|
|
|
$
|
1,726
|
|
|
6
|
%
|
Gross margin percentage
|
12
|
%
|
|
12
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Three Months Ended
March 31, |
|
|
|||||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
Selling, general and administrative
|
$
|
43,452
|
|
|
$
|
44,242
|
|
|
$
|
(790
|
)
|
|
(2
|
)%
|
Depreciation and amortization
|
38,217
|
|
|
31,029
|
|
|
7,188
|
|
|
23
|
%
|
|||
Long-lived asset impairment
|
—
|
|
|
1,804
|
|
|
(1,804
|
)
|
|
(100
|
)%
|
|||
Restatement related charges
|
48
|
|
|
621
|
|
|
(573
|
)
|
|
(92
|
)%
|
|||
Restructuring and other charges
|
384
|
|
|
—
|
|
|
384
|
|
|
N/A
|
|
|||
Interest expense
|
8,163
|
|
|
7,219
|
|
|
944
|
|
|
13
|
%
|
|||
Other (income) expense, net
|
(1,245
|
)
|
|
1,420
|
|
|
(2,665
|
)
|
|
(188
|
)%
|
|
Three Months Ended
March 31, |
|
|
|||||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
Provision for income taxes
|
$
|
9,140
|
|
|
$
|
5,492
|
|
|
$
|
3,648
|
|
|
66
|
%
|
Effective tax rate
|
255.1
|
%
|
|
58.2
|
%
|
|
196.9
|
%
|
|
338
|
%
|
|
Three Months Ended
March 31, |
|
|
|||||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
Income from discontinued operations, net of tax
|
$
|
163
|
|
|
$
|
1,399
|
|
|
$
|
(1,236
|
)
|
|
(88
|
)%
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Net cash provided by (used in) continuing operations:
|
|
|
|
||||
Operating activities
|
$
|
49,025
|
|
|
$
|
3,626
|
|
Investing activities
|
(72,549
|
)
|
|
(46,959
|
)
|
||
Financing activities
|
23,186
|
|
|
14,878
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(402
|
)
|
|
(571
|
)
|
||
Discontinued operations
|
16
|
|
|
(2,783
|
)
|
||
Net change in cash, cash equivalents and restricted cash
|
$
|
(724
|
)
|
|
$
|
(31,809
|
)
|
•
|
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, |
||||||
|
2019
|
|
2018
|
||||
Net income (loss)
|
$
|
(5,394
|
)
|
|
$
|
5,337
|
|
Income from discontinued operations, net of tax
|
(163
|
)
|
|
(1,399
|
)
|
||
Depreciation and amortization
|
38,217
|
|
|
31,029
|
|
||
Long-lived asset impairment
|
—
|
|
|
1,804
|
|
||
Restatement related charges
|
48
|
|
|
621
|
|
||
Restructuring and other charges
|
384
|
|
|
—
|
|
||
Interest expense
|
8,163
|
|
|
7,219
|
|
||
(Gain) loss on currency exchange rate remeasurement of intercompany balances
|
(238
|
)
|
|
630
|
|
||
Provision for income taxes
|
9,140
|
|
|
5,492
|
|
||
EBITDA, as adjusted
|
$
|
50,157
|
|
|
$
|
50,733
|
|
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
(2)
|
|
Approximate Dollar Value of Shares yet to be Purchased Under the Publicly Announced
Plans or Programs
(2)
|
||||||
January 1, 2019 - January 31, 2019
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
N/A
|
|||
February 1, 2019 - February 28, 2019
|
208
|
|
|
17.25
|
|
|
—
|
|
|
$
|
100,000,000
|
|
|
March 1, 2019 - March 31, 2019
|
142,653
|
|
|
17.01
|
|
|
268,500
|
|
|
95,342,742
|
|
||
Total
|
142,861
|
|
|
17.01
|
|
|
268,500
|
|
|
95,342,742
|
|
(1)
|
Includes shares withheld to satisfy employees’ tax withholding obligations in connection with vesting of restricted stock awards during the period.
|
(2)
|
On February 20, 2019, our board of directors approved a share repurchase program, under which the Company is authorized to purchase up to
$100.0 million
of its outstanding common stock through February 2022. The timing and method of any repurchases under the program will depend on a variety of factors, including prevailing market conditions among others. Purchases under the program may be suspended or discontinued at any time, and we have no obligation to repurchase any amount of our common shares under the program. Shares of common stock acquired through the repurchase program are held in treasury at cost.
|
Exhibit No.
|
|
Description
|
2.1
|
|
|
2.2
|
|
|
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.
|
|
|
Exterran Corporation
|
|
|
|
|
|
Date: May 2, 2019
|
|
By:
|
/s/ DAVID A. BARTA
|
|
|
|
David A. Barta
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
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 2, 2019
|
|
/s/ DAVID A. BARTA
|
|
|
Name:
|
David A. Barta
|
|
Title:
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
Date: May 2, 2019
|
|