Condensed Consolidating Financial Information | 11. Condensed Consolidating Financial Information The following financial information reflects consolidating financial information of the Partnership and its wholly owned guarantor subsidiaries and non-guarantor subsidiaries for the periods indicated. The information is presented in accordance with the requirements of Rule 3-10 under the SEC’s Regulation S-X. The financial information may not necessarily be indicative of financial position, results of operations, or cash flows had the guarantor subsidiaries or non-guarantor subsidiaries operated as independent entities. The Partnership has not presented separate financial and narrative information for each of the guarantor subsidiaries or non-guarantor subsidiaries because it believes such financial and narrative information would not provide any additional information that would be material in evaluating the sufficiency of the guarantor subsidiaries and non-guarantor subsidiaries. The Partnership anticipates issuing debt securities that will be fully and unconditionally guaranteed by the guarantor subsidiaries. These debt securities will be jointly and severally guaranteed by the guarantor subsidiaries. There are no restrictions on the Partnership’s ability to obtain cash dividends or other distributions of funds from the guarantor subsidiaries. Condensed Consolidating Balance Sheet As of March 31, 2017 (in thousands) Parent Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 695 $ 21,196 $ 2,888 $ — $ 24,779 Trade accounts receivable, net — 31,073 8,882 (572 ) 39,383 Accounts receivable - affiliates — 11,042 — (11,042 ) — Prepaid expenses and other — 2,450 43 (38 ) 2,455 Total current assets 695 65,761 11,813 (11,652 ) 66,617 Property and equipment: Property and equipment, at cost — 16,592 3,092 — 19,684 Less: Accumulated depreciation — 6,239 1,198 — 7,437 Total property and equipment, net — 10,353 1,894 — 12,247 Intangible assets, net — 23,310 4,273 — 27,583 Goodwill — 53,913 1,416 — 55,329 Investment in subsidiaries 21,755 (2,868 ) — (18,887 ) — Notes receivable - affiliates — 13,631 — (13,631 ) — Other assets — 174 10 — 184 Total assets $ 22,450 $ 164,274 $ 19,406 $ (44,170 ) $ 161,960 LIABILITIES AND OWNERS’ EQUITY Current liabilities: Accounts payable $ — $ 1,201 $ 174 $ (591 ) $ 784 Accounts payable - affiliates 8,906 — 5,363 (11,042 ) 3,227 Accrued payroll and other 38 8,825 1,200 (19 ) 10,044 Income taxes payable — 923 77 — 1,000 Total current liabilities 8,944 10,949 6,814 (11,652 ) 15,055 Long-term debt (1,054 ) 131,400 5,500 — 135,846 Notes payable - affiliates — — 13,631 (13,631 ) — Asset retirement obligations — 161 — — 161 Total liabilities 7,890 142,510 25,945 (25,283 ) 151,062 Owners’ equity: Total partners’ capital 10,683 17,887 (6,539 ) (15,010 ) 7,021 Non-controlling interests 3,877 3,877 — (3,877 ) 3,877 Total owners’ equity 14,560 21,764 (6,539 ) (18,887 ) 10,898 Total liabilities and owners’ equity $ 22,450 $ 164,274 $ 19,406 $ (44,170 ) $ 161,960 Condensed Consolidating Balance Sheet As of December 31, 2016 (in thousands) Parent Guarantors Non- Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 695 $ 20,251 $ 5,747 $ — $ 26,693 Trade accounts receivable, net — 33,046 6,125 (689 ) 38,482 Accounts receivable - affiliates — 12,622 — (12,622 ) — Prepaid expenses and other — 996 46 — 1,042 Total current assets 695 66,915 11,918 (13,311 ) 66,217 Property and equipment: Property and equipment, at cost — 19,366 3,093 — 22,459 Less: Accumulated depreciation — 6,798 1,042 — 7,840 Total property and equipment, net — 12,568 2,051 — 14,619 Intangible assets, net — 23,875 5,749 — 29,624 Goodwill — 53,914 2,989 — 56,903 Investment in subsidiaries 29,454 (417 ) — (29,037 ) — Notes receivable - affiliates — 13,662 — (13,662 ) — Other assets — 139 10 — 149 Total assets $ 30,149 $ 170,656 $ 22,717 $ (56,010 ) $ 167,512 LIABILITIES AND OWNERS’ EQUITY Current liabilities: Accounts payable $ — $ 1,653 $ 712 $ (675 ) $ 1,690 Accounts payable - affiliates 8,860 — 5,400 (12,622 ) 1,638 Accrued payroll and other 15 7,082 503 (15 ) 7,585 Income taxes payable — 967 44 — 1,011 Total current liabilities 8,875 9,702 6,659 (13,312 ) 11,924 Long-term debt (1,201 ) 131,400 5,500 — 135,699 Notes payable - affiliates — — 13,662 (13,662 ) — Deferred tax liabilities — 8 354 — 362 Asset retirement obligations — 139 — — 139 Total liabilities 7,674 141,249 26,175 (26,974 ) 148,124 Owners’ equity: Total partners’ capital 17,425 24,357 (3,458 ) (23,986 ) 14,338 Non-controlling interests 5,050 5,050 — (5,050 ) 5,050 Total owners’ equity 22,475 29,407 (3,458 ) (29,036 ) 19,388 Total liabilities and owners’ equity $ 30,149 $ 170,656 $ 22,717 $ (56,010 ) $ 167,512 Condensed Consolidating Statement of Operations For the Three Months Ended March 31, 2017 (in thousands) Parent Guarantors Non- Guarantors Eliminations Consolidated Revenues $ — $ 49,669 $ 16,420 $ (1,367 ) $ 64,722 Costs of services — 44,099 15,661 (1,367 ) 58,393 Gross margin — 5,570 759 — 6,329 Operating costs and expense: General and administrative 1,192 3,014 904 — 5,110 Depreciation, amortization and accretion — 995 176 — 1,171 Impairments — 688 2,910 — 3,598 Operating income (loss) (1,192 ) 873 (3,231 ) — (3,550 ) Other income (expense): Equity earnings (loss) in subsidiaries (1,667 ) (2,498 ) — 4,165 — Interest expense, net (225 ) (1,288 ) (196 ) — (1,709 ) Other, net — 37 8 — 45 Net income (loss) before income tax benefit (3,084 ) (2,876 ) (3,419 ) 4,165 (5,214 ) Income tax benefit — (44 ) (249 ) — (293 ) Net income (loss) (3,084 ) (2,832 ) (3,170 ) 4,165 (4,921 ) Net loss attributable to non-controlling interests — (1,165 ) — — (1,165 ) Net income (loss) attributable to controlling interests (3,084 ) (1,667 ) (3,170 ) 4,165 (3,756 ) Net loss attributable to general partner (921 ) — — — (921 ) Net income (loss) attributable to limited partners $ (2,163 ) $ (1,667 ) $ (3,170 ) $ 4,165 $ (2,835 ) Condensed Consolidating Statement of Operations For the Three Months Ended March 31, 2016 (in thousands) Parent Guarantors Non- Guarantors Eliminations Consolidated Revenues $ — $ 62,172 $ 13,884 $ (2,582 ) $ 73,474 Costs of services — 55,431 12,865 (2,582 ) 65,714 Gross margin — 6,741 1,019 — 7,760 Operating costs and expense: General and administrative 1,202 3,578 1,409 — 6,189 Depreciation, amortization and accretion — 1,038 187 — 1,225 Impairments — — — — — Operating income (loss) (1,202 ) 2,125 (577 ) — 346 Other income (expense): Equity earnings (loss) in subsidiaries 468 (749 ) — 281 — Interest expense, net (218 ) (1,191 ) (209 ) — (1,618 ) Other, net — 19 4 — 23 Net income (loss) before income tax expense (952 ) 204 (782 ) 281 (1,249 ) Income tax expense — 103 9 — 112 Net income (loss) (952 ) 101 (791 ) 281 (1,361 ) Net loss attributable to non-controlling interests — (367 ) — — (367 ) Net income (loss) attributable to controlling interests (952 ) 468 (791 ) 281 (994 ) Net loss attributable to general partner (968 ) — — — (968 ) Net income (loss) attributable to limited partners $ 16 $ 468 $ (791 ) $ 281 $ (26 ) Condensed Consolidating Statement of Comprehensive Income (Loss) For the Three Months Ended March 31, 2017 (in thousands) Parent Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (3,084 ) $ (2,832 ) $ (3,170 ) $ 4,165 $ (4,921 ) Other comprehensive income - Foreign currency translation — (57 ) 118 — 61 Comprehensive income (loss) $ (3,084 ) $ (2,889 ) $ (3,052 ) $ 4,165 $ (4,860 ) Comprehensive (loss) attributable to non-controlling interests — (1,165 ) — — (1,165 ) Comprehensive (loss) attributable to general partner (921 ) — — — (921 ) Comprehensive income (loss) attributable to controlling interests $ (2,163 ) $ (1,724 ) $ (3,052 ) $ 4,165 $ (2,774 ) Condensed Consolidating Statement of Comprehensive Income (Loss) For the Three Months Ended March 31, 2016 (in thousands) Parent Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (952 ) $ 101 $ (791 ) $ 281 $ (1,361 ) Other comprehensive income – Foreign currency translation — 192 396 — 588 Comprehensive income (loss) $ (952 ) $ 293 $ (395 ) $ 281 $ (773 ) Comprehensive loss attributable to non-controlling interests — (367 ) — — (367 ) Comprehensive loss attributable to general partner (968 ) — — — (968 ) Comprehensive income (loss) attributable to controlling interests $ 16 $ 660 $ (395 ) $ 281 $ 562 Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 31, 2017 (in thousands) Parent Guarantors Non- Guarantors Eliminations Consolidated Operating activities: Net income (loss) $ (3,084 ) $ (2,832 ) $ (3,170 ) $ 4,165 $ (4,921 ) Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: Depreciation, amortization and accretion — 1,122 311 — 1,433 Impairments — 688 2,910 — 3,598 Gain (loss) on asset disposal — 11 — — 11 Interest expense from debt issuance cost amortization 146 — — — 146 Equity-based compensation expense 357 — — — 357 Equity in earnings of investee — (34 ) — — (34 ) Equity earnings in subsidiaries 1,667 2,498 — (4,165 ) — Deferred tax benefit, net — (8 ) (348 ) — (356 ) Non-cash allocated expenses 921 — — — 921 Changes in assets and liabilities: Trade accounts receivable — 1,973 (2,711 ) (117 ) (855 ) Receivables from affiliates — 1,555 — (1,555 ) — Prepaid expenses and other — (120 ) (6 ) (19 ) (145 ) Accounts payable and accrued payroll and other 70 1,291 155 1,691 3,207 Income taxes payable — (44 ) 33 — (11 ) Net cash provided by (used in) operating activities 77 6,100 (2,826 ) — 3,351 Investing activities: Proceeds from fixed asset disposals — 2 — — 2 Purchases of property and equipment — (298 ) — — (298 ) Net cash used in investing activities — (296 ) — — (296 ) Financing activities: Taxes paid related to net share settlement of equity-based compensation (77 ) — — — (77 ) Distributions from subsidiaries 4,823 (4,815 ) (8 ) — — Distributions to limited partners (4,823 ) — — — (4,823 ) Distributions to non-controlling members — — (8 ) — (8 ) Net cash provided by (used in) financing activities (77 ) (4,815 ) (16 ) — (4,908 ) Effects of exchange rates on cash — (44 ) (17 ) — (61 ) Net increase (decrease) in cash and cash equivalents — 945 (2,859 ) — (1,914 ) Cash and cash equivalents, beginning of period 695 20,251 5,747 — 26,693 Cash and cash equivalents, end of period $ 695 $ 21,196 $ 2,888 $ — $ 24,779 Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 31, 2016 (in thousands) Parent Guarantors Non- Guarantors Eliminations Consolidated Operating activities: Net income (loss) $ (952 ) $ 101 $ (791 ) $ 281 $ (1,361 ) Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: Depreciation, amortization and accretion — 1,119 314 — 1,433 Interest expense from debt issuance cost amortization 140 — — — 140 Equity-based compensation expense 317 — — — 317 Equity in earnings of investee — (17 ) — — (17 ) Distributions from investee — 63 — — 63 Equity earnings in subsidiaries (468 ) 749 — (281 ) — Deferred tax expense, net — — 36 — 36 Non-cash allocated expenses 968 — — — 968 Changes in assets and liabilities: Trade accounts receivable — 13,298 (83 ) (5,654 ) 7,561 Prepaid expenses and other (115 ) 263 28 158 334 Accounts payable and accrued payroll and other (61 ) (5,196 ) 1,125 5,461 1,329 Income taxes payable — 69 75 35 179 Net cash provided by (used in) operating activities (171 ) 10,449 704 — 10,982 Investing activities: Purchases of property and equipment — (407 ) (89 ) — (496 ) Net cash used in investing activities — (407 ) (89 ) — (496 ) Financing activities: Repayments of long-term debt — (4,000 ) — — (4,000 ) Distributions from subsidiaries 4,810 (4,810 ) — — — Distributions to limited partners (4,810 ) — — — (4,810 ) Distributions to non-controlling members — 383 (750 ) — (367 ) Net cash used in financing activities — (8,427 ) (750 ) — (9,177 ) Effects of exchange rates on cash — 192 199 — 391 Net increase (decrease) in cash and cash equivalents (171 ) 1,807 64 — 1,700 Cash and cash equivalents, beginning of period 378 19,570 4,202 — 24,150 Cash and cash equivalents, end of period $ 207 $ 21,377 $ 4,266 $ — $ 25,850 Non-cash items: Changes in accounts payable excluded from capital expenditures $ — $ 13 $ 54 $ — $ 67 |