Condensed Consolidating Financial Information | 16. Condensed Consolidating Financial Information The Partnership may issue debt securities that would be fully and unconditionally guaranteed by certain guarantor subsidiaries. These debt securities would be jointly and severally guaranteed by the guarantor subsidiaries.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 relative information that would be material in evaluating the sufficiency of the guarantor subsidiaries and non-guarantor subsidiaries. There are no restrictions on the Partnership’s ability to obtain cash dividends or other distributions of funds from the guarantor subsidiaries. Consolidating Balance Sheet As of December 31, 2017 (in thousands) Parent Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 224 $ 14,920 $ 9,364 $ — $ 24,508 Trade accounts receivable, net — 38,077 4,259 (643 ) 41,693 Accounts receivable - affiliates — 19,249 — (19,249 ) — Prepaid expenses and other 657 1,602 35 — 2,294 Assets held for sale — 2,172 — — 2,172 Total current assets 881 76,020 13,658 (19,892 ) 70,667 Property and equipment: Property and equipment, at cost — 19,673 3,027 — 22,700 Less: Accumulated depreciation — 7,729 1,583 — 9,312 Total property and equipment, net — 11,944 1,444 — 13,388 Intangible assets, net — 21,614 3,863 — 25,477 Goodwill — 51,930 1,505 — 53,435 Investment in subsidiaries 28,280 (3,155 ) — (25,125 ) — Notes receivable - affiliates — 13,821 — (13,821 ) — Other assets — 209 27 — 236 Total assets $ 29,161 $ 172,383 $ 20,497 $ (58,838 ) $ 163,203 LIABILITIES AND OWNERS’ EQUITY Current liabilities: Accounts payable $ — $ 3,401 $ 1,069 $ (713 ) $ 3,757 Accounts payable - affiliates 15,824 — 6,598 (19,249 ) 3,173 Accrued payroll and other 1 8,761 277 70 9,109 Liabilities held for sale — 97 — — 97 Income taxes payable — 591 55 — 646 Current portion of long-term debt (607 ) 131,400 5,500 — 136,293 Total current liabilities 15,218 144,250 13,499 (19,892 ) 153,075 Notes payable - affiliates — — 13,821 (13,821 ) — Asset retirement obligations — 143 — — 143 Total liabilities 15,218 144,393 27,320 (33,713 ) 153,218 Owners’ equity: Total partners’ capital 10,019 24,066 (6,823 ) (21,201 ) 6,061 Noncontrolling interests 3,924 3,924 — (3,924 ) 3,924 Total owners’ equity 13,943 27,990 (6,823 ) (25,125 ) 9,985 Total liabilities and owners’ equity $ 29,161 $ 172,383 $ 20,497 $ (58,838 ) $ 163,203 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 Commitments and contingencies - Note 13 Owners’ equity: Total partners’ capital 17,425 24,357 (3,458 ) (23,986 ) 14,338 Noncontrolling 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 Consolidating Statement of Operations (in thousands) Parent Guarantors Non- Guarantors Eliminations Consolidated Revenues $ — $ 253,696 $ 42,607 $ (9,961 ) $ 286,342 Costs of services — 223,555 39,145 (9,961 ) 252,739 Gross margin — 30,141 3,462 — 33,603 Operating costs and expense: General and administrative 2,643 15,473 2,939 — 21,055 Depreciation, amortization and accretion — 3,798 645 — 4,443 Impairments — 688 2,910 — 3,598 Gain on asset disposals, net — (577 ) 7 — (570 ) Operating (loss) (2,643 ) 10,759 (3,039 ) — 5,077 Other income (expense): Equity earnings (loss) in subsidiaries 3,020 (2,776 ) — (244 ) — Interest expense, net (913 ) (5,579 ) (843 ) — (7,335 ) Foreign currency gains — 187 545 — 732 Other, net — 165 34 — 199 Net income (loss) before income tax expense (536 ) 2,756 (3,303 ) (244 ) (1,327 ) Income tax expense (benefit) — 846 (250 ) — 596 Net income (loss) (536 ) 1,910 (3,053 ) (244 ) (1,923 ) Net (loss) attributable to noncontrolling interests — (1,110 ) — — (1,110 ) Net income (loss) attributable to controlling interests (536 ) 3,020 (3,053 ) (244 ) (813 ) Net (loss) attributable to general partner (4,050 ) — — — (4,050 ) Net income (loss) attributable to limited partners $ 3,514 $ 3,020 $ (3,053 ) $ (244 ) $ 3,237 Consolidating Statement of Operations For the Year Ended December 31, 2016 (in thousands) Parent Guarantors Non- Guarantors Eliminations Consolidated Revenues $ — $ 252,955 $ 58,694 $ (13,652 ) $ 297,997 Costs of services — 222,067 54,102 (13,652 ) 262,517 Gross margin — 30,888 4,592 — 35,480 Operating costs and expense: General and administrative 4,637 12,625 4,591 — 21,853 Depreciation, amortization and accretion — 4,091 770 — 4,861 Impairments — 2,119 8,411 — 10,530 Operating (loss) (4,637 ) 12,053 (9,180 ) — (1,764 ) Other income (expense): Equity earnings (loss) in subsidiaries 862 (10,020 ) — 9,158 — Interest expense, net (889 ) (4,854 ) (816 ) — (6,559 ) Other, net — 334 22 — 356 Net income (loss) before income tax expense (4,664 ) (2,487 ) (9,974 ) 9,158 (7,967 ) Income tax expense — 1,150 45 — 1,195 Net income (loss) (4,664 ) (3,637 ) (10,019 ) 9,158 (9,162 ) Net (loss) attributable to noncontrolling interests — (4,499 ) — — (4,499 ) Net income (loss) attributable to partners / controlling interests (4,664 ) 862 (10,019 ) 9,158 (4,663 ) Net (loss) attributable to general partner (6,298 ) — — — (6,298 ) Net income (loss) attributable to limited partners $ 1,634 $ 862 $ (10,019 ) $ 9,158 $ 1,635 Consolidating Statement of Operations For the Year Ended December 31, 2015 (in thousands) Parent Guarantors Non- Guarantors Eliminations Consolidated Revenues $ — $ 329,086 $ 54,708 $ (12,603 ) $ 371,191 Costs of services — 290,524 48,340 (12,603 ) 326,261 Gross margin — 38,562 6,368 — 44,930 Operating costs and expense: General and administrative 1,282 18,180 4,333 — 23,795 Depreciation, amortization and accretion — 4,832 595 — 5,427 Impairments — 6,645 — — 6,645 Operating income (loss) (1,282 ) 8,905 1,440 — 9,063 Other income (expense): Equity earnings in subsidiaries 6,115 1,010 — (7,125 ) — Interest expense, net (902 ) (4,115 ) (639 ) — (5,656 ) Other, net — 1,116 20 — 1,136 Net income (loss) before income tax expense 3,931 6,916 821 (7,125 ) 4,543 Income tax expense — 372 80 — 452 Net income (loss) 3,931 6,544 741 (7,125 ) 4,091 Net income (loss) attributable to noncontrolling interests 143 429 — 27 599 Net income (loss) attributable to partners / controlling interests 3,788 6,115 741 (7,152 ) 3,492 Net (loss) attributable to general partner (648 ) — — — (648 ) Net income (loss) attributable to limited partners $ 4,436 $ 6,115 $ 741 $ (7,152 ) $ 4,140 Consolidating Statement of Comprehensive Income (Loss) (in thousands) Parent Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (536 ) $ 1,910 $ (3,053 ) $ (244 ) $ (1,923 ) Other comprehensive income - — Foreign currency translation — (175 ) 36 — (139 ) — Comprehensive income (loss) $ (536 ) $ 1,735 $ (3,017 ) $ (244 ) $ (2,062 ) Comprehensive (loss) attributable to noncontrolling interests — (1,110 ) — — (1,110 ) Comprehensive income attributable to general partner (4,050 ) — — — (4,050 ) Comprehensive income (loss) attributable to controlling interests $ 3,514 $ 2,845 $ (3,017 ) $ (244 ) $ 3,098 Consolidating Statement of Comprehensive Income (Loss) For the Year Ended December 31, 2016 (in thousands) Parent Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (4,664 ) $ (3,637 ) $ (10,019 ) $ 9,158 $ (9,162 ) Other comprehensive income - Foreign currency translation — 71 182 — 253 Comprehensive income (loss) $ (4,664 ) $ (3,566 ) $ (9,837 ) $ 9,158 $ (8,909 ) Comprehensive (loss) attributable to noncontrolling interests — (4,499 ) — — (4,499 ) Comprehensive (loss) attributable to general partner (6,298 ) — — — (6,298 ) Comprehensive income (loss) attributable to limited partners $ 1,634 $ 933 $ (9,837 ) $ 9,158 $ 1,888 Consolidating Statement of Comprehensive Income (Loss) For the Year Ended December 31, 2015 (in thousands) Parent Guarantors Non- Eliminations Consolidated Net income (loss) $ 3,931 $ 6,544 $ 741 $ (7,125 ) $ 4,091 Other comprehensive income - Foreign currency translation — (564 ) (1,178 ) — (1,742 ) Comprehensive income (loss) $ 3,931 $ 5,980 $ (437 ) $ (7,125 ) $ 2,349 Comprehensive (loss) attributable to noncontrolling interests 143 429 — (430 ) 142 Comprehensive (loss) attributable to general partner (648 ) — — — (648 ) Comprehensive income (loss) attributable to limited partners $ 4,436 $ 5,551 $ (437 ) $ (6,695 ) $ 2,855 Consolidating Statement of Cash Flows For the Year Ended December 31, 2017 (in thousands) Parent Guarantors Non- Guarantors Eliminations Consolidated Operating activities: Net income (loss) $ (536 ) $ 1,910 $ (3,053 ) $ (244 ) $ (1,923 ) Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: Depreciation, amortization and accretion — 4,359 1,185 — 5,544 Impairments — 688 2,910 — 3,598 (Gain) loss on asset disposal — (577 ) 7 — (570 ) Interest expense from debt issuance cost amortization 594 — — — 594 Equity-based compensation expense 1,059 — — — 1,059 Equity in earnings of investee — (149 ) — — (149 ) Distributions from investee — 75 — — 75 Equity earnings in subsidiaries (3,020 ) 2,776 — 244 — Deferred tax benefit, net — (8 ) (364 ) — (372 ) Non-cash allocated expenses 1,750 — — — 1,750 Foreign currency gains — (187 ) (545 ) (732 ) Changes in assets and liabilities: — Trade accounts receivable — (5,110 ) 1,750 (46 ) (3,406 ) Receivables from affiliates — (6,627 ) — 6,627 — Prepaid expenses and other (657 ) (846 ) 24 158 (1,321 ) Accounts payable and accrued payroll and other 6,950 2,945 1,315 (6,739 ) 4,471 Income taxes payable — (376 ) 11 — (365 ) Net cash provided by (used in) operating activities 6,140 (1,127 ) 3,240 — 8,253 Investing activities: Proceeds from fixed asset disposals — 2,302 2 — 2,304 Purchases of property and equipment — (3,327 ) (18 ) — (3,345 ) Net cash used in investing activities — (1,025 ) (16 ) — (1,041 ) Financing activities: Taxes paid related to net share settlement of equity-based compensation (124 ) — — — (124 ) Contributions from general partner 2,300 — — — 2,300 Distributions from subsidiaries 3,523 (3,508 ) (15 ) — — Distributions to limited partners (12,310 ) — — — (12,310 ) Distributions to noncontrolling members — — (16 ) — (16 ) Net cash provided by (used in) financing activities (6,611 ) (3,508 ) (31 ) — (10,150 ) Effects of exchange rates on cash — 349 404 — 753 Net increase (decrease) in cash and cash equivalents (471 ) (5,311 ) 3,597 — (2,185 ) Cash and cash equivalents, beginning of period 695 20,251 5,747 — 26,693 Cash and cash equivalents, end of period $ 224 $ 14,940 $ 9,344 $ — $ 24,508 Non-cash items: Accrued capital expenditures $ — $ 561 $ 6 $ — $ 567 Consolidating Statement of Cash Flows For the Year Ended December 31, 2016 (in thousands) Parent Guarantors Non- Guarantors Eliminations Consolidated Operating activities: Net income (loss) $ (4,664 ) $ (3,637 ) $ (10,019 ) $ 9,158 $ (9,162 ) Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: Depreciation, amortization and accretion — 4,495 1,293 — 5,788 Impairments — 2,119 8,411 — 10,530 Gain (loss) on asset disposal — (12 ) (7 ) — (19 ) Interest expense from debt issuance cost amortization 570 — — — 570 Equity-based compensation expense 1,086 — — — 1,086 Equity in earnings of investee — (309 ) — — (309 ) Distributions from investee — 200 — — 200 Equity earnings in subsidiaries (862 ) 10,020 — (9,158 ) — Deferred tax benefit, net — (35 ) 11 — (24 ) Non-cash allocated expenses 3,798 — — — 3,798 Changes in assets and liabilities: Trade accounts receivable — 6,983 2,252 636 9,871 Receivables from affiliates — (7,021 ) — 7,021 — Prepaid expenses and other — 941 308 101 1,350 Accounts payable and accrued payroll and other 7,632 507 132 (7,793 ) 478 Income taxes payable — 582 45 35 662 Net cash provided by (used in) operating activities 7,560 14,833 2,426 — 24,819 Investing activities: Proceeds from fixed asset disposals — 26 20 — 46 Purchases of property and equipment — (1,066 ) (310 ) — (1,376 ) Net cash used in investing activities — (1,040 ) (290 ) — (1,330 ) Financing activities: Repayments of long-term debt — (4,000 ) — — (4,000 ) Taxes paid related to net share settlement of equity-based compensation (107 ) — — — (107 ) Contributions from general partner 2,500 — — — 2,500 Distributions from subsidiaries 9,622 (9,239 ) (383 ) — — Distributions to limited partners (19,258 ) — — — (19,258 ) Distributions to noncontrolling members — — (424 ) — (424 ) Net cash provided by (used in) financing activities (7,243 ) (13,239 ) (807 ) — (21,289 ) Effects of exchange rates on cash — 127 216 — 343 Net increase (decrease) in cash and cash equivalents 317 681 1,545 — 2,543 Cash and cash equivalents, beginning of period 378 19,570 4,202 — 24,150 Cash and cash equivalents, end of period $ 695 $ 20,251 $ 5,747 $ — $ 26,693 Consolidating Statement of Cash Flows For the Year Ended December 31, 2015 (in thousands) Parent Guarantors Non- Guarantors Eliminations Consolidated Operating activities: Net income (loss) $ 3,931 $ 6,544 $ 741 $ (7,125 ) $ 4,091 Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: Depreciation, amortization and accretion — 5,102 902 — 6,004 Impairments — 6,645 — — 6,645 Loss on asset disposals — — (1 ) — (1 ) Interest expense from debt issuance cost amortization 547 — — — 547 Equity-based compensation expense 1,167 — — — 1,167 Equity in earnings of investee — (102 ) — — (102 ) Distributions from investee — 100 — — 100 Equity earnings in subsidiaries (6,115 ) (1,010 ) — 7,125 — Deferred tax benefit, net — 58 (90 ) — (32 ) Non-cash allocated expenses 648 — — — 648 Changes in assets and liabilities: Trade accounts receivable — 9,540 (546 ) 45 9,039 Receivables from affiliates 22 3,208 — (3,230 ) — Prepaid expenses and other — 267 (69 ) 35 233 Accounts payable and accrued payroll and other 1,203 (1,074 ) (4,536 ) 3,185 (1,222 ) Income taxes payable — (122 ) (39 ) (35 ) (196 ) Net cash provided by (used in) operating activities 1,403 29,156 (3,638 ) — 26,921 Investing activities: Proceeds from disposals of property and equipment — 2 — — 2 Cash paid for acquisition of 49.9% interest in the TIR Entities — (52,588 ) — — (52,588 ) Cash paid for acquisition of 51% of Brown Integrity, LLC, net of cash acquired of $175 — (10,436 ) — — (10,436 ) Purchases of property and equipment — (1,607 ) (250 ) — (1,857 ) Net cash (used in) investing activities — (64,629 ) (250 ) — (64,879 ) Financing activities: Advances on long-term debt — 63,300 5,500 — 68,800 Repayments of long-term debt — (5,500 ) — — (5,500 ) Distributions from subsidiaries 17,225 (17,225 ) — — — Distributions to limited partners (19,232 ) — — — (19,232 ) Distributions to noncontrolling members — (1,567 ) — — (1,567 ) Net cash provided by (used in) financing activities (2,007 ) 39,008 5,500 — 42,501 Effects of exchange rates on cash — (563 ) (587 ) — (1,150 ) Net increase (decrease) in cash and cash equivalents (604 ) 2,972 1,025 — 3,393 Cash and cash equivalents, beginning of period 982 16,598 3,177 — 20,757 Cash and cash equivalents, end of period $ 378 $ 19,570 $ 4,202 $ — $ 24,150 Non-cash items: Accrued capital expenditures $ — $ 6 $ 94 $ — $ 100 |