Related Party Transactions and Parent Equity | 10. Related Party Transactions and Parent Equity Spin Agreements In connection with the completion of the Spin-off, on November 3, 2015, we entered into several agreements with Archrock and certain subsidiaries of Archrock and, with respect to certain agreements, a subsidiary of Archrock Partners, L.P. (named Exterran Partners, L.P. prior to November 3, 2015) (“Archrock Partners”), that govern the Spin-off and the relationship among the parties following the Spin-off, including the following (collectively, the “Spin Agreements”): • The separation and distribution agreement contains the key provisions relating to the separation of our business from Archrock’s business and the distribution of our common stock to its stockholders. The separation and distribution agreement identifies the assets and rights that were transferred, liabilities that were assumed or retained and contracts and related matters that were assigned to us by Archrock or by us to Archrock in the Spin-off and describes how these transfers, assumptions and assignments occurred. Pursuant to the separation and distribution agreement, on November 3, 2015, we transferred net proceeds of $532.6 million from borrowings under the Credit Facility to Archrock to allow for its repayment of a portion of its indebtedness. In addition, the separation and distribution agreement contains certain noncompetition provisions addressing restrictions for three years after the Spin-off on our ability to provide contract operations and aftermarket services in the United States and on Archrock’s ability to provide contract operations and aftermarket services outside of the United States and to provide products for sale worldwide that compete with our current product sales business, subject to certain exceptions. The separation and distribution agreement also governs the treatment of aspects relating to indemnification, insurance, confidentiality and cooperation. Additionally, the separation and distribution agreement specifies the right of a subsidiary of Archrock to receive payments from EESLP based on a notional amount corresponding to payments received by our subsidiaries from PDVSA Gas in respect of the sale of our and our joint ventures' previously nationalized assets promptly after such amounts are collected by our subsidiaries and a $25.0 million cash payment from EESLP promptly following the occurrence of a qualified capital raise (as defined in the Credit Agreement). See Note 12 for additional discussion on such contingent liabilities. • The tax matters agreement governs the respective rights, responsibilities and obligations of Archrock and us with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and certain other matters regarding taxes. • The employee matters agreement governs the allocation of liabilities and responsibilities between Archrock and Exterran Corporation relating to employee compensation and benefit plans and programs, including the treatment of retirement, health and welfare plans and equity and other incentive plans and awards. The agreement contains provisions regarding stock-based compensation. See Note 11 for additional information relating to the Exterran Corporation Stock Incentive Plan. • The transition services agreement sets forth the terms on which Archrock will provide to us, and we will provide to Archrock, on a temporary basis, certain services or functions that the companies historically have shared. Transition services provided to us by Archrock and to Archrock by us may include accounting, administrative, payroll, human resources, environmental health and safety, real estate, fleet, financial audit support, legal, tax, treasury and other support and corporate services, and each service will be provided at a predetermined rate set forth in the transition services agreement. Each service provided under the agreement will have its own duration generally less than one year but not to exceed two years , extension terms and monthly cost, and the transition services agreement will terminate upon cessation of all services provided thereunder. • The supply agreement sets forth the terms under which we will provide manufactured equipment, including the design, engineering, manufacturing and sale of natural gas compression equipment, on an exclusive basis to Archrock and Archrock Partners. This supply agreement will have an initial term of two years , subject to certain cancellation clauses, and is extendable for additional one -year terms by mutual agreement of the parties. Pursuant to the supply agreement, each of Archrock and Archrock Partners will be required to purchase its requirements of newly-manufactured compression equipment from us, subject to certain exceptions. • The storage agreements set forth the terms under which we will provide each of Archrock and Archrock Partners with storage space for equipment purchased under the supply agreement, as well as the terms under which Archrock will provide storage space to us for certain of our equipment. • The services agreements set forth the terms under which we will provide Archrock (or Archrock’s customers on its behalf) with engineering, preservation and installation and commissioning services and Archrock will provide us (or our customers on our behalf) with make-ready, parts sales, preservation and installation and commissioning services. These services agreements will continue in effect until terminated by either party on 30 days ’ written notice. Transactions with Affiliates All intercompany transactions and accounts within these condensed combined financial statements have been eliminated. All affiliate transactions between the international services and product sales businesses of Archrock and the other businesses of Archrock have been included in these condensed combined financial statements. Sales of newly-manufactured compression equipment from the product sales business of EESLP to Archrock Partners are used in the U.S. services business of Archrock and were made pursuant to an omnibus agreement between the parties and other affiliates of both entities. Through November 3, 2015, per the omnibus agreement, revenue was determined by the cost to manufacture such equipment plus a fixed margin. During the three months ended September 30, 2015 and 2014 , we recorded revenue of $36.6 million and $61.4 million , respectively, and cost of sales of $33.6 million and $56.2 million , respectively, from the sale of newly-manufactured compression equipment to Archrock Partners. During the nine months ended September 30, 2015 and 2014 , we recorded revenue of $146.3 million and $152.6 million , respectively, and cost of sales of $134.6 million and $138.3 million , respectively, from the sale of newly-manufactured compression equipment to Archrock Partners. Prior to the closing of the Spin-off, EESLP also had a fleet of compression units used to provide compression services in the U.S. services business of Archrock . Revenue has not been recognized in the condensed combined statements of operations for the sale of compressor units by us that were used by EESLP to provide compression services to customers of the U.S. services business of Archrock . The cost of these units were treated as a reduction of parent equity in the condensed combined balance sheets and a distribution to parent in the condensed combined statements of cash flows and totaled $32.3 million and $37.2 million during the nine months ended September 30, 2015 and 2014 , respectively. Allocation of Expenses The condensed combined statement of operations also includes expense allocations for certain functions performed by Archrock which have not been historically allocated to its operating segments, including allocations of expenses related to executive oversight, accounting, treasury, tax, legal, human resources, procurement and information technology. Included in our selling, general and administrative expense during the three months ended September 30, 2015 and 2014 were $14.3 million and $16.9 million , respectively, and during the nine months ended September 30, 2015 and 2014 were $42.4 million and $48.9 million , respectively, of corporate expenses incurred by Archrock . These costs were allocated to us systematically based on specific department function and revenue. Management believes the assumptions underlying the condensed combined financial statements, including the assumptions regarding allocating expenses from Archrock , are reasonable. Nevertheless, the condensed combined financial statements may not include all of the actual expenses that would have been incurred had we been a stand-alone public company during the periods presented and may not reflect our combined results of operations, financial position and cash flows had we been a stand-alone public company during the periods presented. Actual costs that would have been incurred if we had been a stand-alone public company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. Cash Management Prior to the closing of the Spin-off, EESLP provided centralized treasury functions for Archrock ’s U.S. operations, whereby EESLP regularly transferred cash both to and from U.S. subsidiaries of Archrock , as necessary. In conjunction therewith, the intercompany transactions between our U.S. subsidiaries and the other U.S. subsidiaries of Archrock ’s have been considered to be effectively settled in cash in these condensed combined financial statements. Intercompany receivables/payables from/to related parties arising from transactions with affiliates and expenses allocated from Archrock described above have been included in net distributions to parent in the condensed combined financial statements. Net Distributions to Parent Parent equity, which includes retained earnings, represents Archrock ’s interest in our recorded net assets. All transactions between us and Archrock have been identified in the accompanying condensed combined statements of changes in equity as net distributions to parent. A reconciliation of net distributions to parent in the condensed combined statements of changes in equity to the corresponding amount presented on the condensed combined statements of cash flows for all periods presented is as follows (in thousands): Nine Months Ended September 30, 2015 2014 Net distributions to parent per condensed combined statements of changes in equity $ (27,331 ) $ (74,326 ) Capital contribution by parent-stock-based compensation expenses (5,358 ) (4,068 ) Capital contribution by parent-stock-based compensation excess tax benefit 1,140 2,962 Net transfers of property, plant and equipment from parent (9,262 ) (11,980 ) Net distributions to parent per condensed combined statements of cash flows $ (40,811 ) $ (87,412 ) |