|
Delaware
|
|
22-3935108
|
(State or Other Jurisdiction of
|
|
(I.R.S. Employer
|
Incorporation or Organization)
|
|
Identification No.)
|
16666 Northchase Drive
|
|
|
Houston, Texas
|
|
77060
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
|
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
(Do not check if a smaller reporting company)
|
|
|
|
|
Page
|
|
|
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
||||
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
159
|
|
|
$
|
472
|
|
Accounts receivable, trade, net of allowance of $1,448 and $2,463, respectively
|
75,326
|
|
|
85,183
|
|
||
Due from affiliates, net
|
4,479
|
|
|
—
|
|
||
Total current assets
|
79,964
|
|
|
85,655
|
|
||
Property, plant and equipment
|
2,629,571
|
|
|
2,661,996
|
|
||
Accumulated depreciation
|
(862,467
|
)
|
|
(846,213
|
)
|
||
Property, plant and equipment, net
|
1,767,104
|
|
|
1,815,783
|
|
||
Intangible and other assets, net
|
88,968
|
|
|
93,215
|
|
||
Total assets
|
$
|
1,936,036
|
|
|
$
|
1,994,653
|
|
|
|
|
|
||||
LIABILITIES AND PARTNERS’ CAPITAL
|
|
|
|
||||
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accrued liabilities
|
$
|
6,091
|
|
|
$
|
6,696
|
|
Accrued interest
|
12,235
|
|
|
12,443
|
|
||
Due to affiliates, net
|
—
|
|
|
5,980
|
|
||
Current portion of interest rate swaps
|
5,397
|
|
|
4,608
|
|
||
Total current liabilities
|
23,723
|
|
|
29,727
|
|
||
Long-term debt
|
1,410,042
|
|
|
1,410,382
|
|
||
Deferred income taxes
|
1,394
|
|
|
1,054
|
|
||
Other long-term liabilities
|
11,140
|
|
|
5,494
|
|
||
Total liabilities
|
1,446,299
|
|
|
1,446,657
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
Partners’ capital:
|
|
|
|
||||
Common units, 60,122,062 and 59,796,514 units issued, respectively
|
493,061
|
|
|
538,197
|
|
||
General partner units, 2% interest with 1,214,767 and 1,209,562 equivalent units issued and outstanding, respectively
|
11,434
|
|
|
17,151
|
|
||
Accumulated other comprehensive loss
|
(12,875
|
)
|
|
(5,558
|
)
|
||
Treasury units, 86,244 and 74,888 common units, respectively
|
(1,883
|
)
|
|
(1,794
|
)
|
||
Total partners’ capital
|
489,737
|
|
|
547,996
|
|
||
Total liabilities and partners’ capital
|
$
|
1,936,036
|
|
|
$
|
1,994,653
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue
|
$
|
140,052
|
|
|
$
|
167,801
|
|
|
$
|
291,476
|
|
|
$
|
332,096
|
|
|
|
|
|
|
|
|
|
||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of sales (excluding depreciation and amortization expense) — affiliates
|
49,310
|
|
|
65,942
|
|
|
107,170
|
|
|
131,110
|
|
||||
Depreciation and amortization
|
38,627
|
|
|
39,487
|
|
|
77,864
|
|
|
75,592
|
|
||||
Long-lived asset impairment
|
8,283
|
|
|
1,826
|
|
|
14,598
|
|
|
5,310
|
|
||||
Restructuring charges
|
1,208
|
|
|
—
|
|
|
5,347
|
|
|
—
|
|
||||
Selling, general and administrative — affiliates
|
19,741
|
|
|
20,721
|
|
|
43,420
|
|
|
41,890
|
|
||||
Interest expense
|
19,313
|
|
|
19,082
|
|
|
38,055
|
|
|
36,914
|
|
||||
Other (income) loss, net
|
72
|
|
|
(1,512
|
)
|
|
910
|
|
|
(1,703
|
)
|
||||
Total costs and expenses
|
136,554
|
|
|
145,546
|
|
|
287,364
|
|
|
289,113
|
|
||||
Income before income taxes
|
3,498
|
|
|
22,255
|
|
|
4,112
|
|
|
42,983
|
|
||||
Provision for (benefit from) income taxes
|
187
|
|
|
(72
|
)
|
|
281
|
|
|
571
|
|
||||
Net income
|
$
|
3,311
|
|
|
$
|
22,327
|
|
|
$
|
3,831
|
|
|
$
|
42,412
|
|
|
|
|
|
|
|
|
|
||||||||
General partner interest in net income
|
$
|
66
|
|
|
$
|
4,814
|
|
|
$
|
76
|
|
|
$
|
9,023
|
|
Common units interest in net income
|
$
|
3,245
|
|
|
$
|
17,513
|
|
|
$
|
3,755
|
|
|
$
|
33,389
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common units outstanding used in income per common unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
59,837
|
|
|
58,987
|
|
|
59,788
|
|
|
57,342
|
|
||||
Diluted
|
59,837
|
|
|
58,987
|
|
|
59,788
|
|
|
57,342
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income per common unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.05
|
|
|
$
|
0.30
|
|
|
$
|
0.06
|
|
|
$
|
0.58
|
|
Diluted
|
$
|
0.05
|
|
|
$
|
0.30
|
|
|
$
|
0.06
|
|
|
$
|
0.58
|
|
|
|
|
|
|
|
|
|
||||||||
Distributions declared and paid per limited partner unit in respective periods
|
$
|
0.2850
|
|
|
$
|
0.5625
|
|
|
$
|
0.8575
|
|
|
$
|
1.1200
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
3,311
|
|
|
$
|
22,327
|
|
|
$
|
3,831
|
|
|
$
|
42,412
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Interest rate swap gain (loss), net of reclassifications to earnings
|
(2,421
|
)
|
|
1,363
|
|
|
(7,317
|
)
|
|
(4,191
|
)
|
||||
Amortization of terminated interest rate swaps
|
—
|
|
|
783
|
|
|
—
|
|
|
1,609
|
|
||||
Total other comprehensive income (loss)
|
(2,421
|
)
|
|
2,146
|
|
|
(7,317
|
)
|
|
(2,582
|
)
|
||||
Comprehensive income (loss)
|
$
|
890
|
|
|
$
|
24,473
|
|
|
$
|
(3,486
|
)
|
|
$
|
39,830
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|||||||||||||||||||
|
Partners’ Capital
|
|
|
|
Other
|
|
|
|||||||||||||||||||||
|
Common Units
|
|
General Partner Units
|
|
Treasury Units
|
|
Comprehensive
|
|
|
|||||||||||||||||||
|
$
|
|
Units
|
|
$
|
|
Units
|
|
$
|
|
Units
|
|
Loss
|
|
Total
|
|||||||||||||
Balance, January 1, 2015
|
$
|
668,714
|
|
|
55,724,022
|
|
|
$
|
19,542
|
|
|
1,129,221
|
|
|
$
|
(1,477
|
)
|
|
(61,665
|
)
|
|
$
|
(3,438
|
)
|
|
$
|
683,341
|
|
Issuance of common units for vesting of phantom units
|
|
|
52,224
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||
Treasury units purchased
|
|
|
|
|
|
|
|
|
(274
|
)
|
|
(11,009
|
)
|
|
|
|
(274
|
)
|
||||||||||
Acquisition of a portion of Archrock's contract operations business
|
107,710
|
|
|
3,963,138
|
|
|
2,198
|
|
|
80,341
|
|
|
|
|
|
|
|
|
109,908
|
|
||||||||
Net proceeds from issuance of common units
|
1,268
|
|
|
49,774
|
|
|
|
|
|
|
|
|
|
|
|
|
1,268
|
|
||||||||||
Distribution of capital, net
|
(649
|
)
|
|
|
|
(373
|
)
|
|
|
|
|
|
|
|
|
|
(1,022
|
)
|
||||||||||
Excess of purchase price of equipment over Archrock’s cost of equipment
|
(8,324
|
)
|
|
|
|
(457
|
)
|
|
|
|
|
|
|
|
|
|
(8,781
|
)
|
||||||||||
Cash distributions
|
(62,464
|
)
|
|
|
|
(8,762
|
)
|
|
|
|
|
|
|
|
|
|
(71,226
|
)
|
||||||||||
Unit-based compensation expense
|
839
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
839
|
|
|||||||||||
Comprehensive income (loss)
|
33,389
|
|
|
|
|
9,023
|
|
|
|
|
|
|
|
|
(2,582
|
)
|
|
39,830
|
|
|||||||||
Balance, June 30, 2015
|
$
|
740,483
|
|
|
59,789,158
|
|
|
$
|
21,171
|
|
|
1,209,562
|
|
|
$
|
(1,751
|
)
|
|
(72,674
|
)
|
|
$
|
(6,020
|
)
|
|
$
|
753,883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance, January 1, 2016
|
$
|
538,197
|
|
|
59,796,514
|
|
|
$
|
17,151
|
|
|
1,209,562
|
|
|
$
|
(1,794
|
)
|
|
(74,888
|
)
|
|
$
|
(5,558
|
)
|
|
$
|
547,996
|
|
Issuance of common units for vesting of phantom units
|
|
|
68,548
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||
Treasury units purchased
|
|
|
|
|
|
|
|
|
(89
|
)
|
|
(11,356
|
)
|
|
|
|
(89
|
)
|
||||||||||
March 2016 Acquisition
|
1,799
|
|
|
257,000
|
|
|
37
|
|
|
5,205
|
|
|
|
|
|
|
|
|
1,836
|
|
||||||||
Contribution (distribution) of capital, net
|
232
|
|
|
|
|
(39
|
)
|
|
|
|
|
|
|
|
|
|
193
|
|
||||||||||
Cash distributions
|
(51,402
|
)
|
|
|
|
(5,791
|
)
|
|
|
|
|
|
|
|
|
|
(57,193
|
)
|
||||||||||
Unit-based compensation expense
|
480
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
480
|
|
|||||||||||
Comprehensive income (loss)
|
3,755
|
|
|
|
|
76
|
|
|
|
|
|
|
|
|
(7,317
|
)
|
|
(3,486
|
)
|
|||||||||
Balance, June 30, 2016
|
$
|
493,061
|
|
|
60,122,062
|
|
|
$
|
11,434
|
|
|
1,214,767
|
|
|
$
|
(1,883
|
)
|
|
(86,244
|
)
|
|
$
|
(12,875
|
)
|
|
$
|
489,737
|
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
3,831
|
|
|
$
|
42,412
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
77,864
|
|
|
75,592
|
|
||
Long-lived asset impairment
|
14,598
|
|
|
5,310
|
|
||
Amortization of deferred financing costs
|
1,838
|
|
|
1,952
|
|
||
Amortization of debt discount
|
613
|
|
|
576
|
|
||
Amortization of terminated interest rate swaps
|
—
|
|
|
1,609
|
|
||
Interest rate swaps
|
649
|
|
|
(7
|
)
|
||
Unit-based compensation expense
|
480
|
|
|
839
|
|
||
Provision for doubtful accounts
|
1,572
|
|
|
469
|
|
||
(Gain) loss on sale of property, plant and equipment
|
156
|
|
|
(2,062
|
)
|
||
Loss on non-cash consideration in March 2016 Acquisition
|
635
|
|
|
—
|
|
||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||
Accounts receivable, trade
|
8,285
|
|
|
(8,670
|
)
|
||
Other assets and liabilities
|
(1,633
|
)
|
|
2,075
|
|
||
Net cash provided by operating activities
|
108,888
|
|
|
120,095
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
||
Capital expenditures
|
(33,319
|
)
|
|
(138,918
|
)
|
||
Payment for March 2016 Acquisition
|
(13,779
|
)
|
|
—
|
|
||
Proceeds from sale of property, plant and equipment
|
10,900
|
|
|
11,148
|
|
||
Increase in amounts due from affiliates, net
|
(4,479
|
)
|
|
(511
|
)
|
||
Net cash used in investing activities
|
(40,677
|
)
|
|
(128,281
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from borrowings of long-term debt
|
126,000
|
|
|
247,000
|
|
||
Repayments of long-term debt
|
(128,000
|
)
|
|
(165,500
|
)
|
||
Distributions to unitholders
|
(57,193
|
)
|
|
(71,226
|
)
|
||
Net proceeds from issuance of common units
|
—
|
|
|
1,268
|
|
||
Net proceeds from sale of general partner units
|
37
|
|
|
—
|
|
||
Payments for debt issuance costs
|
(1,709
|
)
|
|
(1,311
|
)
|
||
Payments for settlement of interest rate swaps that include financing elements
|
(1,590
|
)
|
|
(1,877
|
)
|
||
Purchases of treasury units
|
(89
|
)
|
|
(274
|
)
|
||
Decrease in amounts due to affiliates, net
|
(5,980
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
(68,524
|
)
|
|
8,080
|
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
(313
|
)
|
|
(106
|
)
|
||
Cash and cash equivalents at beginning of period
|
472
|
|
|
295
|
|
||
Cash and cash equivalents at end of period
|
$
|
159
|
|
|
$
|
189
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash transactions:
|
|
|
|
|
|
||
Non-cash capital contribution from limited and general partner
|
$
|
984
|
|
|
$
|
6,328
|
|
Contract operations equipment acquired/exchanged, net
|
$
|
(791
|
)
|
|
$
|
101,503
|
|
Common units issued in March 2016 Acquisition
|
$
|
1,799
|
|
|
$
|
—
|
|
Non-cash consideration in March 2016 Acquisition
|
$
|
3,165
|
|
|
$
|
—
|
|
Intangible assets allocated in April 2015 Contract Operations Acquisition
|
$
|
—
|
|
|
$
|
1,055
|
|
Non-cash capital contribution due to the April 2015 Contract Operations Acquisition
|
$
|
—
|
|
|
$
|
7,608
|
|
Common units issued in April 2015 Contract Operations Acquisition
|
$
|
—
|
|
|
$
|
100,267
|
|
General partner units issued in April 2015 Contract Operations Acquisition
|
$
|
—
|
|
|
$
|
2,033
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying Amount (1)
|
|
Fair Value
|
|
Carrying
Amount (1)
|
|
Fair Value
|
||||||||
Fixed rate debt
|
$
|
682,019
|
|
|
$
|
626,000
|
|
|
$
|
680,484
|
|
|
$
|
524,000
|
|
Floating rate debt
|
728,023
|
|
|
729,000
|
|
|
729,898
|
|
|
731,000
|
|
||||
Total debt
|
$
|
1,410,042
|
|
|
$
|
1,355,000
|
|
|
$
|
1,410,382
|
|
|
$
|
1,255,000
|
|
(1)
|
Carrying values are shown net of unamortized debt discounts and unamortized deferred financing costs. See
Note 5
(“Long-Term Debt”)
for further details.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
3,311
|
|
|
$
|
22,327
|
|
|
$
|
3,831
|
|
|
$
|
42,412
|
|
Less: General partner incentive distribution rights
|
—
|
|
|
(4,460
|
)
|
|
—
|
|
|
(8,347
|
)
|
||||
Less: General partner 2% ownership interest
|
(66
|
)
|
|
(354
|
)
|
|
(76
|
)
|
|
(676
|
)
|
||||
Common units interest in net income
|
3,245
|
|
|
17,513
|
|
|
3,755
|
|
|
33,389
|
|
||||
Less: Net income attributable to participating securities
|
(57
|
)
|
|
(48
|
)
|
|
(113
|
)
|
|
(96
|
)
|
||||
Net income used in basic and diluted income per common unit
|
$
|
3,188
|
|
|
$
|
17,465
|
|
|
$
|
3,642
|
|
|
$
|
33,293
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Weighted average common units outstanding including participating securities
|
60,036
|
|
|
59,072
|
|
|
59,931
|
|
|
57,414
|
|
Less: Weighted average participating securities outstanding
|
(199
|
)
|
|
(85
|
)
|
|
(143
|
)
|
|
(72
|
)
|
Weighted average common units outstanding — used in basic income per common unit
|
59,837
|
|
|
58,987
|
|
|
59,788
|
|
|
57,342
|
|
Net dilutive potential common units issuable:
|
|
|
|
|
|
|
|
||||
Phantom units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Weighted average common units and dilutive potential common units — used in diluted income per common unit
|
59,837
|
|
|
58,987
|
|
|
59,788
|
|
|
57,342
|
|
|
Fair Value
|
||
Property, plant and equipment
|
$
|
14,929
|
|
Intangible assets
|
3,839
|
|
|
Purchase price
|
$
|
18,768
|
|
|
Amount
(in thousands)
|
|
Average
Useful Life
|
||
Customer related
|
$
|
3,839
|
|
|
2.3 years
|
•
|
our acquisition in April 2015 of certain contract operations customer service agreements, compression equipment and identifiable intangible assets from Archrock; and
|
•
|
our issuance of approximately
4.0 million
common units to Archrock and approximately
80,000
general partner units to our general partner.
|
|
Three months ended June 30, 2015
|
|
Six months ended June 30, 2015
|
||||
Revenue
|
$
|
169,113
|
|
|
$
|
341,175
|
|
Net income
|
$
|
22,488
|
|
|
$
|
43,004
|
|
Basic income per common unit
|
$
|
0.30
|
|
|
$
|
0.56
|
|
Diluted income per common unit
|
$
|
0.30
|
|
|
$
|
0.56
|
|
•
|
certain agreements not to compete between Archrock and its affiliates, on the one hand, and us and our affiliates, on the other hand;
|
•
|
Archrock’s obligation to provide all operational staff, corporate staff and support services reasonably necessary to operate our business and our obligation to reimburse Archrock for such services;
|
•
|
the terms under which we, Archrock, and our respective affiliates may transfer, exchange or lease compression equipment among one another;
|
•
|
Archrock’s grant to us of a license to use certain intellectual property, including our logo; and
|
•
|
Archrock’s and our obligations to indemnify each other for certain liabilities.
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Revolving credit facility due May 2018
|
$
|
578,500
|
|
|
$
|
580,500
|
|
|
|
|
|
||||
Term loan facility due May 2018
|
150,000
|
|
|
150,000
|
|
||
Less: Deferred financing costs, net of amortization
|
(477
|
)
|
|
(602
|
)
|
||
|
149,523
|
|
|
149,398
|
|
||
|
|
|
|
||||
6% senior notes due April 2021
|
350,000
|
|
|
350,000
|
|
||
Less: Debt discount, net of amortization
|
(3,543
|
)
|
|
(3,862
|
)
|
||
Less: Deferred financing costs, net of amortization
|
(4,882
|
)
|
|
(5,396
|
)
|
||
|
341,575
|
|
|
340,742
|
|
||
|
|
|
|
||||
6% senior notes due October 2022
|
350,000
|
|
|
350,000
|
|
||
Less: Debt discount, net of amortization
|
(4,379
|
)
|
|
(4,673
|
)
|
||
Less: Deferred financing costs, net of amortization
|
(5,177
|
)
|
|
(5,585
|
)
|
||
|
340,444
|
|
|
339,742
|
|
||
|
|
|
|
||||
Long-term debt
|
$
|
1,410,042
|
|
|
$
|
1,410,382
|
|
•
|
first
,
98%
to all common unitholders, pro rata, and
2%
to our general partner, until each unit has received a distribution of
$0.4025
;
|
•
|
second
,
85%
to all common unitholders, pro rata, and
15%
to our general partner, until each unit has received a distribution of
$0.4375
;
|
•
|
third
,
75%
to all common unitholders, pro rata, and
25%
to our general partner, until each unit has received a total of
$0.5250
; and
|
•
|
thereafter
,
50%
to all common unitholders, pro rata, and
50%
to our general partner.
|
Period Covering
|
|
Payment Date
|
|
Distribution per
Limited Partner
Unit
|
|
Total Distribution
(1)
|
||||
1/1/2015 — 3/31/2015
|
|
May 15, 2015
|
|
$
|
0.5625
|
|
|
$
|
35.9
|
million
|
4/1/2015 — 6/30/2015
|
|
August 14, 2015
|
|
0.5675
|
|
|
39.1
|
million
|
||
7/1/2015 — 9/30/2015
|
|
November 13, 2015
|
|
0.5725
|
|
|
39.7
|
million
|
||
10/1/2015 — 12/31/2015
|
|
February 12, 2016
|
|
0.5725
|
|
|
39.7
|
million
|
||
1/1/2016 — 3/31/2016
|
|
May 13, 2016
|
|
0.2850
|
|
|
17.5
|
million
|
|
Phantom
Units (in thousands)
|
|
Weighted
Average
Grant Date
Fair Value
per Unit
|
|||
Phantom units outstanding, January 1, 2016
|
77
|
|
|
$
|
27.01
|
|
Granted
|
190
|
|
|
7.84
|
|
|
Vested
|
(68
|
)
|
|
18.59
|
|
|
Phantom units outstanding, June 30, 2016
|
199
|
|
|
11.58
|
|
Expiration Date
|
|
Notional Value
(in millions)
|
||
May 2018
|
|
$
|
300
|
|
May 2019
|
|
100
|
|
|
May 2020
|
|
100
|
|
|
|
|
$
|
500
|
|
|
|
Fair Value Asset (Liability)
|
||||||
|
Balance Sheet Location
|
June 30, 2016
|
|
December 31, 2015
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
||||
Interest rate swaps
|
Intangible and other assets, net
|
$
|
—
|
|
|
$
|
45
|
|
Interest rate swaps
|
Current portion of interest rate swaps
|
(5,397
|
)
|
|
(4,608
|
)
|
||
Interest rate swaps
|
Other long-term liabilities
|
(7,005
|
)
|
|
(1,421
|
)
|
||
Total derivatives
|
|
$
|
(12,402
|
)
|
|
$
|
(5,984
|
)
|
|
Gain (Loss)
Recognized in Other
Comprehensive
Income (Loss) on
Derivatives
|
|
Location of Loss
Reclassified
from Accumulated
Other Comprehensive
Income (Loss) into
Income (Loss)
|
|
Loss
Reclassified from
Accumulated Other
Comprehensive
Income (Loss) into
Income (Loss)
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
||
Interest rate swaps
|
|
|
|
|
|
|
|
||
Three months ended June 30, 2016
|
$
|
(3,518
|
)
|
|
Interest expense
|
|
$
|
(1,096
|
)
|
Three months ended June 30, 2015
|
255
|
|
|
Interest expense
|
|
(1,891
|
)
|
||
Six months ended June 30, 2016
|
(9,450
|
)
|
|
Interest expense
|
|
(2,133
|
)
|
||
Six months ended June 30, 2015
|
(5,998
|
)
|
|
Interest expense
|
|
(3,416
|
)
|
•
|
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.
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Interest rate swaps asset
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45
|
|
|
$
|
—
|
|
Interest rate swaps liability
|
—
|
|
|
(12,402
|
)
|
|
—
|
|
|
—
|
|
|
(6,029
|
)
|
|
—
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Impaired long-lived assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
813
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,789
|
|
•
|
conditions in the oil and natural gas industry, including a sustained decrease in the level of supply or demand for oil or natural gas or a sustained low price of oil or natural gas;
|
•
|
our reduced profit margins or the loss of market share resulting from competition or the introduction of competing technologies by other companies;
|
•
|
our dependence on Archrock to provide personnel and services, including its ability to hire, train and retain key employees and to cost effectively perform the services necessary to conduct our business;
|
•
|
changes in economic or political conditions, including terrorism and legislative changes;
|
•
|
the inherent risks associated with our operations, such as equipment defects, impairments, malfunctions and natural disasters;
|
•
|
loss of our status as a partnership for United States of America (“U.S.”) federal income tax purposes;
|
•
|
the risk that counterparties will not perform their obligations under our financial instruments;
|
•
|
the financial condition of our customers;
|
•
|
our ability to implement certain business and financial objectives, such as:
|
•
|
growing our asset base and asset utilization;
|
•
|
winning profitable new business;
|
•
|
integrating acquired businesses;
|
•
|
generating sufficient cash;
|
•
|
accessing the capital markets at an acceptable cost; and
|
•
|
purchasing additional contract operations contracts and equipment from Archrock;
|
•
|
liability related to the provision of our 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.
|
•
|
certain agreements not to compete between Archrock and its affiliates, on the one hand, and us and our affiliates, on the other hand;
|
•
|
Archrock’s obligation to provide all operational staff, corporate staff and support services reasonably necessary to operate our business and our obligation to reimburse Archrock for such services;
|
•
|
the terms under which we, Archrock, and our respective affiliates may transfer, exchange or lease compression equipment among one another;
|
•
|
Archrock’s grant to us of a license to use certain intellectual property, including our logo; and
|
•
|
Archrock’s and our obligations to indemnify each other for certain liabilities.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Total Available Horsepower (at period end)
(1)(2)
|
3,315
|
|
|
3,352
|
|
|
3,315
|
|
|
3,352
|
|
Total Operating Horsepower (at period end)
(1)(3)
|
2,778
|
|
|
3,130
|
|
|
2,778
|
|
|
3,130
|
|
Average Operating Horsepower
|
2,815
|
|
|
3,128
|
|
|
2,888
|
|
|
3,081
|
|
Horsepower Utilization:
|
|
|
|
|
|
|
|
||||
Spot (at period end)
|
84
|
%
|
|
93
|
%
|
|
84
|
%
|
|
93
|
%
|
Average
|
85
|
%
|
|
94
|
%
|
|
87
|
%
|
|
95
|
%
|
(1)
|
Includes compressor units comprising approximately
600
and
1,000
horsepower leased from Archrock as of
June 30, 2016
and
2015
, respectively. Excludes compressor units comprising approximately
4,000
horsepower leased to Archrock as of
June 30, 2016
(see
Note 4
(“Related Party Transactions”)
to our Financial Statements).
|
(2)
|
Available horsepower is defined as idle and operating horsepower. New units completed by a third party manufacturer that have been delivered to us are included in the fleet.
|
(3)
|
Operating horsepower is defined as horsepower that is operating under contract and horsepower that is idle but under contract and generating revenue such as standby revenue.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
3,311
|
|
|
$
|
22,327
|
|
|
$
|
3,831
|
|
|
$
|
42,412
|
|
Depreciation and amortization
|
38,627
|
|
|
39,487
|
|
|
77,864
|
|
|
75,592
|
|
||||
Long-lived asset impairment
|
8,283
|
|
|
1,826
|
|
|
14,598
|
|
|
5,310
|
|
||||
Restructuring charges
|
1,208
|
|
|
—
|
|
|
5,347
|
|
|
—
|
|
||||
Selling, general and administrative — affiliates
|
19,741
|
|
|
20,721
|
|
|
43,420
|
|
|
41,890
|
|
||||
Interest expense
|
19,313
|
|
|
19,082
|
|
|
38,055
|
|
|
36,914
|
|
||||
Other (income) loss, net
|
72
|
|
|
(1,512
|
)
|
|
910
|
|
|
(1,703
|
)
|
||||
Provision for (benefit from) income taxes
|
187
|
|
|
(72
|
)
|
|
281
|
|
|
571
|
|
||||
Gross margin
|
$
|
90,742
|
|
|
$
|
101,859
|
|
|
$
|
184,306
|
|
|
$
|
200,986
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
3,311
|
|
|
$
|
22,327
|
|
|
$
|
3,831
|
|
|
$
|
42,412
|
|
Depreciation and amortization
|
38,627
|
|
|
39,487
|
|
|
77,864
|
|
|
75,592
|
|
||||
Long-lived asset impairment
|
8,283
|
|
|
1,826
|
|
|
14,598
|
|
|
5,310
|
|
||||
Restructuring charges
|
1,208
|
|
|
—
|
|
|
5,347
|
|
|
—
|
|
||||
Non-cash selling, general and administrative — affiliates
|
281
|
|
|
247
|
|
|
480
|
|
|
839
|
|
||||
Interest expense
|
19,313
|
|
|
19,082
|
|
|
38,055
|
|
|
36,914
|
|
||||
Expensed acquisition costs
|
—
|
|
|
302
|
|
|
172
|
|
|
302
|
|
||||
Less: (Gain) loss on sale of property, plant and equipment
|
103
|
|
|
(1,782
|
)
|
|
156
|
|
|
(2,062
|
)
|
||||
Less: Loss on non-cash consideration in March 2016 Acquisition
|
—
|
|
|
—
|
|
|
635
|
|
|
—
|
|
||||
Less: Cash interest expense
|
(18,527
|
)
|
|
(17,893
|
)
|
|
(36,545
|
)
|
|
(34,661
|
)
|
||||
Less: Maintenance capital expenditures
|
(5,878
|
)
|
|
(15,294
|
)
|
|
(13,925
|
)
|
|
(25,373
|
)
|
||||
Distributable cash flow
|
$
|
46,721
|
|
|
$
|
48,302
|
|
|
$
|
90,668
|
|
|
$
|
99,273
|
|
|
|
|
|
|
|
|
|
||||||||
Distributions declared to all unitholders for the period, including incentive distribution rights
|
$
|
17,513
|
|
|
$
|
39,084
|
|
|
$
|
35,026
|
|
|
$
|
74,987
|
|
Distributable cash flow coverage
(1)
|
2.67
|
x
|
|
1.24
|
x
|
|
2.59
|
x
|
|
1.32
|
x
|
(1)
|
Defined as distributable cash flow for the period divided by distributions declared to all unitholders for the period, including incentive distribution rights.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net cash provided by operating activities
|
$
|
42,885
|
|
|
$
|
42,027
|
|
|
$
|
108,888
|
|
|
$
|
120,095
|
|
Provision for doubtful accounts
|
(547
|
)
|
|
(79
|
)
|
|
(1,572
|
)
|
|
(469
|
)
|
||||
Restructuring charges
|
1,208
|
|
|
—
|
|
|
5,347
|
|
|
—
|
|
||||
Expensed acquisition costs
|
—
|
|
|
302
|
|
|
172
|
|
|
302
|
|
||||
Payments for settlement of interest rate swaps that include financing elements
|
(778
|
)
|
|
(935
|
)
|
|
(1,590
|
)
|
|
(1,877
|
)
|
||||
Maintenance capital expenditures
|
(5,878
|
)
|
|
(15,294
|
)
|
|
(13,925
|
)
|
|
(25,373
|
)
|
||||
Changes in assets and liabilities
|
9,831
|
|
|
22,281
|
|
|
(6,652
|
)
|
|
6,595
|
|
||||
Distributable cash flow
|
$
|
46,721
|
|
|
$
|
48,302
|
|
|
$
|
90,668
|
|
|
$
|
99,273
|
|
|
Three Months Ended
June 30, |
||||||
|
2016
|
|
2015
|
||||
Revenue
|
$
|
140,052
|
|
|
$
|
167,801
|
|
Gross margin
(1)
|
90,742
|
|
|
101,859
|
|
||
Gross margin percentage
(2)
|
65
|
%
|
|
61
|
%
|
||
Expenses:
|
|
|
|
||||
Depreciation and amortization
|
$
|
38,627
|
|
|
$
|
39,487
|
|
Long-lived asset impairment
|
8,283
|
|
|
1,826
|
|
||
Restructuring charges
|
1,208
|
|
|
—
|
|
||
Selling, general and administrative — affiliates
|
19,741
|
|
|
20,721
|
|
||
Interest expense
|
19,313
|
|
|
19,082
|
|
||
Other (income) loss, net
|
72
|
|
|
(1,512
|
)
|
||
Provision for (benefit from) income taxes
|
187
|
|
|
(72
|
)
|
||
Net income
|
$
|
3,311
|
|
|
$
|
22,327
|
|
(1)
|
Defined as revenue less cost of sales, excluding depreciation and amortization expense. For a reconciliation of gross margin to net income (loss), its most directly comparable financial measure calculated and presented in accordance with GAAP, please read “— Non-GAAP Financial Measures.”
|
(2)
|
Defined as gross margin divided by revenue.
|
|
Six Months Ended
June 30, |
||||||
|
2016
|
|
2015
|
||||
Revenue
|
$
|
291,476
|
|
|
$
|
332,096
|
|
Gross margin
(1)
|
184,306
|
|
|
200,986
|
|
||
Gross margin percentage
(2)
|
63
|
%
|
|
61
|
%
|
||
Expenses:
|
|
|
|
|
|
||
Depreciation and amortization
|
$
|
77,864
|
|
|
$
|
75,592
|
|
Long-lived asset impairment
|
14,598
|
|
|
5,310
|
|
||
Restructuring charges
|
5,347
|
|
|
—
|
|
||
Selling, general and administrative — affiliates
|
43,420
|
|
|
41,890
|
|
||
Interest expense
|
38,055
|
|
|
36,914
|
|
||
Other (income) expense, net
|
910
|
|
|
(1,703
|
)
|
||
Provision for income taxes
|
281
|
|
|
571
|
|
||
Net income
|
$
|
3,831
|
|
|
$
|
42,412
|
|
(1)
|
Defined as revenue less cost of sales, excluding depreciation and amortization expense. For a reconciliation of gross margin to net income (loss), its most directly comparable financial measure calculated and presented in accordance with GAAP, please read “— Non-GAAP Financial Measures.”
|
(2)
|
Defined as gross margin divided by revenue.
|
|
Six Months Ended
June 30, |
||||||
|
2016
|
|
2015
|
||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
108,888
|
|
|
$
|
120,095
|
|
Investing activities
|
(40,677
|
)
|
|
(128,281
|
)
|
||
Financing activities
|
(68,524
|
)
|
|
8,080
|
|
||
Net change in cash and cash equivalents
|
$
|
(313
|
)
|
|
$
|
(106
|
)
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Cash and cash equivalents
|
$
|
159
|
|
|
$
|
472
|
|
Working capital
|
56,241
|
|
|
55,928
|
|
•
|
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.
|
Exhibit No.
|
|
Description
|
2.1
|
|
Contribution, Conveyance and Assumption Agreement, dated April 17, 2015, by and among Exterran Holdings, Inc., Exterran Energy Solutions, L.P., EES Leasing LLC, EXH GP LP LLC, Exterran GP LLC, EXH MLP LP LLC, Exterran General Partner, L.P., EXLP Operating LLC, EXLP Leasing LLC and Exterran Partners, L.P., incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on April 20, 2015
|
3.1
|
|
Certificate of Limited Partnership of Universal Compression Partners, L.P. (now Archrock Partners, L.P), incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 filed on June 27, 2006
|
3.2
|
|
Certificate of Amendment to Certificate of Limited Partnership of Universal Compression Partners, L.P. (now Archrock Partners, L.P.), dated as of August 20, 2007, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 24, 2007
|
3.3
|
|
Certificate of Amendment of Certificate of Limited Partnership of Exterran Partners, L.P. (now Archrock Partners, L.P.), incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015
|
3.4
|
|
Composite Certificate of Limited Partnership of Archrock Partners, L.P., incorporated by reference to Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K filed on February 29, 2016
|
3.5
|
|
First Amended and Restated Agreement of Limited Partnership of Archrock Partners, L.P., as amended, incorporated by reference to Exhibit 3.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008
|
3.6
|
|
Certificate of Limited Partnership of UCO General Partner, LP (now Archrock General Partner, L.P.), incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 filed on June 27, 2006
|
3.7
|
|
Amended and Restated Limited Partnership Agreement of UCO General Partner, LP (now Archrock General Partner, L.P.), incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on October 26, 2006
|
3.8
|
|
Certificate of Formation of UCO GP, LLC (now Archrock GP, LLC), incorporated by reference to Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1 filed June 27, 2006
|
3.9
|
|
Amended and Restated Limited Liability Company Agreement of UCO GP, LLC (now Archrock GP, LLC), incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed on October 26, 2006
|
4.1
|
|
Indenture, dated as of March 27, 2013, by and among Exterran Partners, L.P., EXLP Finance Corp., the Guarantors named therein and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 28, 2013
|
4.2
|
|
Registration Rights Agreement, dated as of March 27, 2013, by and among Exterran Partners, L.P., EXLP Finance Corp., the Guarantors named therein and Wells Fargo Securities, LLC, as representative of the Initial Purchasers, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 28, 2013
|
4.3
|
|
Indenture, dated as of April
7, 2014, by and among Exterran Partners, L.P., EXLP Finance Corp., the Guarantors named therein and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April
11, 2014
|
4.4
|
|
Registration Rights Agreement, dated as of April 7, 2014, by and among Exterran Partners, L.P., EXLP Finance Corp., the Guarantors named therein and Wells Fargo Securities, LLC, as representative of the Initial Purchasers, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on April 7, 2014
|
10.1
|
|
Fifth Amendment to Amended and Restated Senior Secured Credit Agreement and First Amendment to Amended and Restated Collateral Agreement, dated May 2, 2016, among Archrock Partners Operating LLC, as Borrower, Archrock Partners, L.P., as Guarantor, Wells Fargo Bank, National Association, as Administrative Agent, and the other lenders party thereto, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 6, 2016
|
10.2*
|
|
Second Amendment to Amended and Restated Collateral Agreement, dated June 17, 2016, among Archrock Partners Operating LLC, as Borrower, Archrock Partners, L.P., the other grantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent
|
31.1 *
|
|
Certification of the Principal Executive Officer of Archrock GP LLC (as general partner of the general partner of Archrock Partners, L.P.) pursuant to Rule 13a-14 under the Securities Exchange Act of 1934
|
31.2 *
|
|
Certification of the Principal Financial Officer of Archrock GP LLC (as general partner of the general partner of Archrock Partners, L.P.) pursuant to Rule 13a-14 under the Securities Exchange Act of 1934
|
32.1 **
|
|
Certification of the Chief Executive Officer of Archrock GP LLC (as general partner of the general partner of Archrock Partners, L.P.) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2 **
|
|
Certification of the Chief Financial Officer of Archrock GP LLC (as general partner of the general partner of Archrock Partners, L.P.) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.1 *
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T
|
*
|
Filed herewith.
|
**
|
Furnished, not filed.
|
Date: August 4, 2016
|
ARCHROCK PARTNERS, L.P.
|
|
|
|
|
|
By:
|
ARCHROCK GENERAL PARTNER, L.P.
|
|
|
its General Partner
|
|
|
|
|
By:
|
ARCHROCK GP LLC
|
|
|
its General Partner
|
|
|
|
|
By:
|
/s/ DAVID S. MILLER
|
|
|
David S. Miller
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
By:
|
/s/ DONNA A. HENDERSON
|
|
|
Donna A. Henderson
|
|
|
Vice President and Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
Exhibit No.
|
|
Description
|
2.1
|
|
Contribution, Conveyance and Assumption Agreement, dated April 17, 2015, by and among Exterran Holdings, Inc., Exterran Energy Solutions, L.P., EES Leasing LLC, EXH GP LP LLC, Exterran GP LLC, EXH MLP LP LLC, Exterran General Partner, L.P., EXLP Operating LLC, EXLP Leasing LLC and Exterran Partners, L.P., incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on April 20, 2015
|
3.1
|
|
Certificate of Limited Partnership of Universal Compression Partners, L.P. (now Archrock Partners, L.P), incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 filed on June 27, 2006
|
3.2
|
|
Certificate of Amendment to Certificate of Limited Partnership of Universal Compression Partners, L.P. (now Archrock Partners, L.P.), dated as of August 20, 2007, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 24, 2007
|
3.3
|
|
Certificate of Amendment of Certificate of Limited Partnership of Exterran Partners, L.P. (now Archrock Partners, L.P.), incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015
|
3.4
|
|
Composite Certificate of Limited Partnership of Archrock Partners, L.P., incorporated by reference to Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K filed on February 29, 2016
|
3.5
|
|
First Amended and Restated Agreement of Limited Partnership of Archrock Partners, L.P., as amended, incorporated by reference to Exhibit 3.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008
|
3.6
|
|
Certificate of Limited Partnership of UCO General Partner, LP (now Archrock General Partner, L.P.), incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 filed on June 27, 2006
|
3.7
|
|
Amended and Restated Limited Partnership Agreement of UCO General Partner, LP (now Archrock General Partner, L.P.), incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on October 26, 2006
|
3.8
|
|
Certificate of Formation of UCO GP, LLC (now Archrock GP, LLC), incorporated by reference to Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1 filed June 27, 2006
|
3.9
|
|
Amended and Restated Limited Liability Company Agreement of UCO GP, LLC (now Archrock GP, LLC), incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed on October 26, 2006
|
4.1
|
|
Indenture, dated as of March 27, 2013, by and among Exterran Partners, L.P., EXLP Finance Corp., the Guarantors named therein and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 28, 2013
|
4.2
|
|
Registration Rights Agreement, dated as of March 27, 2013, by and among Exterran Partners, L.P., EXLP Finance Corp., the Guarantors named therein and Wells Fargo Securities, LLC, as representative of the Initial Purchasers, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 28, 2013
|
4.3
|
|
Indenture, dated as of April
7, 2014, by and among Exterran Partners, L.P., EXLP Finance Corp., the Guarantors named therein and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April
11, 2014
|
4.4
|
|
Registration Rights Agreement, dated as of April 7, 2014, by and among Exterran Partners, L.P., EXLP Finance Corp., the Guarantors named therein and Wells Fargo Securities, LLC, as representative of the Initial Purchasers, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on April 7, 2014
|
10.1
|
|
Fifth Amendment to Amended and Restated Senior Secured Credit Agreement and First Amendment to Amended and Restated Collateral Agreement, dated May 2, 2016, among Archrock Partners Operating LLC, as Borrower, Archrock Partners, L.P., as Guarantor, Wells Fargo Bank, National Association, as Administrative Agent, and the other lenders party thereto, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 6, 2016
|
10.2*
|
|
Second Amendment to Amended and Restated Collateral Agreement, dated June 17, 2016, among Archrock Partners Operating LLC, as Borrower, Archrock Partners, L.P., the other grantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent
|
31.1 *
|
|
Certification of the Principal Executive Officer of Archrock GP LLC (as general partner of the general partner of Archrock Partners, L.P.) pursuant to Rule 13a-14 under the Securities Exchange Act of 1934
|
31.2 *
|
|
Certification of the Principal Financial Officer of Archrock GP LLC (as general partner of the general partner of Archrock Partners, L.P.) pursuant to Rule 13a-14 under the Securities Exchange Act of 1934
|
32.1 **
|
|
Certification of the Chief Executive Officer of Archrock GP LLC (as general partner of the general partner of Archrock Partners, L.P.) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2 **
|
|
Certification of the Chief Financial Officer of Archrock GP LLC (as general partner of the general partner of Archrock Partners, L.P.) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.1 *
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T
|
*
|
Filed herewith.
|
**
|
Furnished, not filed.
|
Title:
|
Senior Vice President and Chief Financial Officer
|
By:
|
ARCHROCK GENERAL PARTNER, L.P.
,
its general partner
|
By:
|
ARCHROCK GP LLC
,
its general partner
|
Title:
|
Senior Vice President and Chief Financial Officer
|
Title:
|
Senior Vice President and Chief Financial Officer
|
Title:
|
Senior Vice President and Chief Financial Officer
|
/s/ D. BRADLEY CHILDERS
|
|
|
Name:
|
D. Bradley Childers
|
|
Title:
|
Chief Executive Officer, Archrock GP LLC
|
|
|
(Principal Executive Officer)
|
|
|
As General Partner of Archrock General Partner, L.P.
|
|
|
As General Partner of Archrock Partners, L.P.
|
|
/s/ DAVID S. MILLER
|
|
|
Name:
|
David S. Miller
|
|
Title:
|
Chief Financial Officer, Archrock GP LLC
|
|
|
(Principal Financial Officer)
|
|
|
As General Partner of Archrock General Partner, L.P.
|
|
|
As General Partner of Archrock Partners, L.P.
|
|
/s/ D. BRADLEY CHILDERS
|
|
|
Name:
|
D. Bradley Childers
|
|
Title:
|
Chief Executive Officer, Archrock GP LLC
|
|
|
As General Partner of Archrock General Partner, L.P.
|
|
|
As General Partner of Archrock Partners, L.P.
|
|
/s/ DAVID S. MILLER
|
|
|
Name:
|
David S. Miller
|
|
Title:
|
Chief Financial Officer, Archrock GP LLC
|
|
|
As General Partner of Archrock General Partner, L.P.
|
|
|
As General Partner of Archrock Partners, L.P.
|
|