Restatement of Previously Reported Consolidated and Combined Financial Statements | 2. Restatement of Previously Reported Consolidated and Combined Financial Statements Subsequent to the filing of our Annual Report on Form 10-K for the year ended December 31, 2015, originally filed with the SEC on February 26, 2016, our senior management identified errors relating to the application of percentage-of-completion accounting principles to certain business lines of our subsidiary, Belleli Energy S.r.l. (subsequently renamed Exterran Italy S.r.l.). Such business lines comprise engineering, procurement and construction for the manufacture of tanks for tank farms and the manufacture of evaporators and brine heaters for desalination plants in the Middle East (referred to as “Belleli EPC” or the “Belleli EPC business” herein). Belleli Energy S.r.l. is headquartered in Mantova, Italy, and its operations are based in Dubai, United Arab Emirates. Management promptly reported the matter to the Audit Committee of the Company’s Board of Directors, which immediately retained counsel, who in turn retained a forensic accounting firm, to initiate an internal investigation. As a result of the internal investigation, management identified inaccuracies related to projects within our Belleli EPC product sales segment in estimating the total costs required to complete projects impacting the years ended December 31, 2015, 2014, 2013, 2012 and 2011 (including the unaudited quarterly periods within 2015 and 2014). The application of percentage-of-completion accounting principles on Belleli EPC projects is estimated using the cost to total cost basis, which requires an estimate of total costs (labor and materials) required to complete each project. The cost-to-complete estimates for Belleli EPC projects were incorrectly estimated and at times manipulated by or at the direction of certain former members of Belleli EPC local senior management, resulting in a misstatement of product sales revenue. The inaccurate cost-to-complete estimates for some Belleli EPC projects also resulted in the need to establish and/or increase contract loss provisions for certain projects, and as a result, product sales cost of sales was misstated. Additionally, penalties for liquidated damages on certain projects were not correctly estimated. Furthermore, other errors within product sales cost of sales on Belleli EPC projects were identified, primarily relating to vendor claims, customer warranties and costs being charged to incorrect projects. As a result of the errors and conduct identified, our Belleli EPC product sales revenue was overstated by $8.7 million and $20.9 million during the three and nine months ended September 30, 2015, respectively, and our Belleli EPC product sales cost of sales was overstated by $3.5 million during the three months ended September 30, 2015 and understated by $7.0 million during the nine months ended September 30, 2015. These errors and inaccuracies also resulted in the misstatement of accounts receivable, costs and estimated earnings in excess of billings on uncompleted contracts, billings on uncompleted contracts in excess of costs and estimated earnings, accrued liabilities and related income tax effects for each of the periods impacted. We separately identified prior period errors related to the miscalculation and recovery of non-income-based tax receivables owed to us from the Brazilian government as of December 31, 2011. As a result of these errors and since relevant prior periods were being restated, we recorded adjustments to decrease intangible and other assets, net, beginning parent equity and other income by approximately $26.1 million , $17.5 million and $10.7 million , respectively, as of and for the year ended December 31, 2011 and increase other comprehensive income by approximately $2.1 million as of December 31, 2011. These errors also resulted in the misstatement of intangible and other assets, net, other (income) expense, net, and accumulated other comprehensive income in periods subsequent to December 31, 2011. Along with restating our financial statements to correct the errors discussed above, we recorded adjustments for certain immaterial accounting errors as of December 31, 2015 and for the three and nine months ended September 30, 2015. We delayed the filing of this Quarterly Report on Form 10-Q pending the completion of the internal investigation, including the completion of the restatement. As a result of that investigation, the historical financial statements included in this Form 10-Q have been restated to reflect the adjustments described above. The restatement has been set forth below for the periods presented and in its entirety in the 2015 Form 10-K/A which the Company has filed with the SEC concurrently with this Form 10-Q. The Company is also concurrently filing Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016. Contemporaneously with filing the Form 8-K on April 26, 2016, we self-reported the errors and possible irregularities at Belleli EPC to the SEC. Since then, we have been cooperating with the SEC in its investigation of this matter, including responding to a subpoena for documents related to the restatement and compliance with the U.S. Foreign Corrupt Practices Act (“FCPA”), which are also being provided to the Department of Justice at its request. The FCPA related requests in the SEC subpoena pertain to our policies and procedures, information about our third-party sales agents, and documents related to historical internal investigations completed prior to November 2015. The tables below summarize the effects of the restatement on our (i) balance sheet at December 31, 2015, (ii) statements of operations for the three and nine months ended September 30, 2015 , (iii) statements of comprehensive income for the three and nine months ended September 30, 2015 , (iv) statement of stockholders’ equity for the nine months ended September 30, 2015 and (v) statement of cash flows for the nine months ended September 30, 2015 . The effects of the restatement on our balance sheet as of December 31, 2015 are set forth in the following table (in thousands): December 31, 2015 As Previously Reported Restatement Adjustments Reclassification Adjustments (1) As Restated and Reclassified ASSETS Current assets: Cash and cash equivalents $ 29,032 $ — $ — $ 29,032 Restricted cash 1,490 — — 1,490 Accounts receivable, net of allowance 372,105 (714 ) (7,810 ) 363,581 Inventory 210,554 (2,042 ) (431 ) 208,081 Costs and estimated earnings in excess of billings on uncompleted contracts 119,621 (36,644 ) (17,666 ) 65,311 Other current assets 60,896 (205 ) (6,825 ) 53,866 Current assets associated with discontinued operations 191 — 32,732 32,923 Total current assets 793,889 (39,605 ) — 754,284 Property, plant and equipment, net 899,402 (2,940 ) (38,274 ) 858,188 Deferred income taxes 86,807 (697 ) — 86,110 Intangible and other assets, net 62,261 (10,721 ) (7 ) 51,533 Long-term assets associated with discontinued operations — — 38,281 38,281 Total assets $ 1,842,359 $ (53,963 ) $ — $ 1,788,396 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable, trade $ 94,353 $ 213 $ (7,839 ) $ 86,727 Accrued liabilities 129,880 48,517 (2,556 ) 175,841 Deferred revenue 31,675 — — 31,675 Billings on uncompleted contracts in excess of costs and estimated earnings 38,666 1,243 (2,001 ) 37,908 Current liabilities associated with discontinued operations 1,249 — 12,396 13,645 Total current liabilities 295,823 49,973 — 345,796 Long-term debt 525,593 — — 525,593 Deferred income taxes 22,531 (13 ) 1 22,519 Long-term deferred revenue 59,769 — — 59,769 Other long-term liabilities 28,626 — (5,918 ) 22,708 Long-term liabilities associated with discontinued operations 158 — 5,917 6,075 Total liabilities 932,500 49,960 — 982,460 Stockholders’ equity: Common stock 352 — — 352 Additional paid-in capital 932,058 (126,303 ) — 805,755 Accumulated deficit (36,483 ) 7,168 — (29,315 ) Treasury stock (54 ) — — (54 ) Accumulated other comprehensive income 13,986 15,212 — 29,198 Total stockholders’ equity 909,859 (103,923 ) — 805,936 Total liabilities and stockholders’ equity $ 1,842,359 $ (53,963 ) $ — $ 1,788,396 (1) As discussed in Note 3 , in the first quarter of 2016, we committed to a plan to exit the critical process equipment business, which provided engineering, procurement and manufacturing services related to the manufacture of critical process equipment for refinery and petrochemical facilities (referred to as “Belleli CPE” or the “Belleli CPE business” herein). We completed the sale of our Belleli CPE business in August 2016. The results of our Belleli CPE business have been reclassified to discontinued operations in our financial statements for all periods presented. The effects of the restatement on our statements of operations for the three and nine months ended September 30, 2015 are set forth in the following table (in thousands, except per share data): Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 As Previously Reported Restatement Adjustments Reclassification Adjustments (1) As Restated and Reclassified As Previously Reported Restatement Adjustments Reclassification Adjustments (1) As Restated and Reclassified Revenues: Contract operations $ 114,104 $ — $ — $ 114,104 $ 350,045 $ — $ — $ 350,045 Aftermarket services 25,272 — — 25,272 95,547 — — 95,547 Oil and gas product sales—third parties 234,490 — (17,349 ) 217,141 768,339 — (39,163 ) 729,176 Oil and gas product sales—affiliates 36,551 — — 36,551 146,263 — — 146,263 Belleli EPC product sales 26,772 (8,667 ) — 18,105 91,686 (20,943 ) — 70,743 437,189 (8,667 ) (17,349 ) 411,173 1,451,880 (20,943 ) (39,163 ) 1,391,774 Costs and expenses: Cost of sales (excluding depreciation and amortization expense): Contract operations 41,114 — — 41,114 130,198 — — 130,198 Aftermarket services 18,336 — — 18,336 67,820 — — 67,820 Oil and gas product sales 230,708 — (16,351 ) 214,357 772,924 (36,622 ) 736,302 Belleli EPC product sales 29,840 (3,548 ) — 26,292 96,528 6,955 — 103,483 Selling, general and administrative 55,018 — (816 ) 54,202 169,348 — (1,896 ) 167,452 Depreciation and amortization 36,837 90 (844 ) 36,083 112,418 284 (2,551 ) 110,151 Long-lived asset impairment 3,775 — — 3,775 14,264 — — 14,264 Restructuring and other charges 7,150 — — 7,150 17,697 — — 17,697 Interest expense 581 — — 581 1,407 — — 1,407 Equity in income of non-consolidated affiliates (5,084 ) — — (5,084 ) (15,152 ) — — (15,152 ) Other (income) expense, net 27,974 (53 ) 181 28,102 39,852 (1,014 ) 442 39,280 446,249 (3,511 ) (17,830 ) 424,908 1,407,304 6,225 (40,627 ) 1,372,902 Income (loss) before income taxes (9,060 ) (5,156 ) 481 (13,735 ) 44,576 (27,168 ) 1,464 18,872 Provision for (benefit from) income taxes (2,587 ) (1,550 ) — (4,137 ) 24,215 340 — 24,555 Income (loss) from continuing operations (6,473 ) (3,606 ) 481 (9,598 ) 20,361 (27,508 ) 1,464 (5,683 ) Income from discontinued operations, net of tax 18,756 — (481 ) 18,275 37,878 — (1,464 ) 36,414 Net income $ 12,283 $ (3,606 ) $ — $ 8,677 $ 58,239 $ (27,508 ) $ — $ 30,731 Basic net income per common share: Income (loss) from continuing operations per common share $ (0.19 ) $ (0.11 ) $ 0.02 $ (0.28 ) $ 0.59 $ (0.80 ) $ 0.05 $ (0.16 ) Income from discontinued operations per common share 0.55 — (0.02 ) 0.53 1.11 — (0.05 ) 1.06 Net income per common share $ 0.36 $ (0.11 ) $ — $ 0.25 $ 1.70 $ (0.80 ) $ — $ 0.90 Diluted net income per common share: Income (loss) from continuing operations per common share $ (0.19 ) $ (0.11 ) $ 0.02 $ (0.28 ) $ 0.59 $ (0.80 ) $ 0.05 $ (0.16 ) Income from discontinued operations per common share 0.55 — (0.02 ) 0.53 1.11 — (0.05 ) 1.06 Net income per common share $ 0.36 $ (0.11 ) $ — $ 0.25 $ 1.70 $ (0.80 ) $ — $ 0.90 (1) As discussed in Note 3 , in the first quarter of 2016, we committed to a plan to exit our Belleli CPE business, which provided engineering, procurement and manufacturing services related to the manufacture of critical process equipment for refinery and petrochemical facilities. We completed the sale of our Belleli CPE business in August 2016. The results of our Belleli CPE business have been reclassified to discontinued operations in our financial statements for all periods presented. The effects of the restatement on our statements of comprehensive income for the three and nine months ended September 30, 2015 are set forth in the following table (in thousands): Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 As Previously Reported Restatement Adjustments Reclassification Adjustments As Restated and Reclassified As Previously Reported Restatement Adjustments Reclassification Adjustments As Restated and Reclassified Net income $ 12,283 $ (3,606 ) $ — $ 8,677 $ 58,239 $ (27,508 ) $ — $ 30,731 Other comprehensive income (loss): Foreign currency translation adjustment 4,949 3,689 — 8,638 (1,754 ) 5,972 — 4,218 Comprehensive income $ 17,232 $ 83 $ — $ 17,315 $ 56,485 $ (21,536 ) $ — $ 34,949 The effects of the restatement on our statement of stockholders’ equity for the nine months ended September 30, 2015 are set forth in the following table (in thousands): Nine Months Ended September 30, 2015 As Previously Reported Restatement Adjustments Reclassification Adjustments As Restated and Reclassified Balance, January 1, 2015 $ 1,451,822 $ (87,487 ) $ — $ 1,364,335 Net income 58,239 (27,508 ) — 30,731 Net distributions to parent (27,331 ) — — (27,331 ) Foreign currency translation adjustment (1,754 ) 5,972 — 4,218 Balance, September 30, 2015 $ 1,480,976 $ (109,023 ) $ — $ 1,371,953 The effects of the restatement on our statement of cash flows for the nine months ended September 30, 2015 are set forth in the following table (in thousands): Nine Months Ended September 30, 2015 As Previously Reported Restatement Adjustments Reclassification Adjustments (1) As Restated and Reclassified Cash flows from operating activities: Net income $ 58,239 $ (27,508 ) $ — $ 30,731 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 112,418 284 (2,551 ) 110,151 Long-lived asset impairment 14,264 — — 14,264 Income from discontinued operations, net of tax (37,878 ) — 1,464 (36,414 ) Provision for doubtful accounts 1,774 — (162 ) 1,612 Gain on sale of property, plant and equipment (1,184 ) — 24 (1,160 ) Equity in income of non-consolidated affiliates (15,152 ) — — (15,152 ) Loss on remeasurement of intercompany balances 35,550 — — 35,550 Stock-based compensation expense 5,358 — — 5,358 Deferred income tax benefit (19,000 ) 340 — (18,660 ) Changes in assets and liabilities: Accounts receivable and notes 39,714 2,574 (1,217 ) 41,071 Inventory 29,054 — (37 ) 29,017 Costs and estimated earnings versus billings on uncompleted contracts (34,393 ) 15,442 (3,570 ) (22,521 ) Other current assets (9,505 ) 187 5,078 (4,240 ) Accounts payable and other liabilities (75,772 ) 9,911 (3,830 ) (69,691 ) Deferred revenue (8,533 ) — — (8,533 ) Other 684 (1,230 ) 2,124 1,578 Net cash provided by continuing operations 95,638 — (2,677 ) 92,961 Net cash provided by discontinued operations 4,273 — 2,677 6,950 Net cash provided by operating activities 99,911 — — 99,911 Cash flows from investing activities: Capital expenditures (123,943 ) — 1,846 (122,097 ) Proceeds from sale of property, plant and equipment 5,275 — — 5,275 Return of investments in non-consolidated affiliates 15,185 — — 15,185 Proceeds received from settlement of note receivable 5,357 — — 5,357 (Increase) decrease in restricted cash (1 ) — — (1 ) Cash invested in non-consolidated affiliates (33 ) — — (33 ) Net cash used in continuing operations (98,160 ) — 1,846 (96,314 ) Net cash provided by discontinued operations 33,119 — (1,846 ) 31,273 Net cash used in investing activities (65,041 ) — — (65,041 ) Cash flows from financing activities: Net distributions to parent (40,811 ) — — (40,811 ) Payments for debt issuance costs (498 ) — — (498 ) Net cash used in financing activities (41,309 ) — — (41,309 ) Effect of exchange rate changes on cash and cash equivalents (976 ) — — (976 ) Net decrease in cash and cash equivalents (7,415 ) — — (7,415 ) Cash and cash equivalents at beginning of period 39,361 — — 39,361 Cash and cash equivalents at end of period $ 31,946 $ — $ — $ 31,946 (1) As discussed in Note 3 , in the first quarter of 2016, we committed to a plan to exit our Belleli CPE business, which provided engineering, procurement and manufacturing services related to the manufacture of critical process equipment for refinery and petrochemical facilities. We completed the sale of our Belleli CPE business in August 2016. The results of our Belleli CPE business have been reclassified to discontinued operations in our financial statements for all periods presented. |