Delaware
|
94-3450907
|
(State of incorporation)
|
(I.R.S. Employer Identification No.)
|
|
|
3809 S. FM 1788
|
|
Midland, Texas
|
79706
|
(Address of principal executive offices)
|
(zip code)
|
Large accelerated filer [
]
|
Accelerated filer [ ]
|
Non-accelerated filer [X] (Do not check if a smaller reporting company)
|
Smaller reporting company [ ]
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Compression and related services
|
72,826
|
|
|
30,043
|
|
|
148,114
|
|
|
57,970
|
|
||||
Aftermarket services
|
4,671
|
|
|
—
|
|
|
14,121
|
|
|
—
|
|
||||
Equipment and parts sales
|
48,968
|
|
|
2,065
|
|
|
67,119
|
|
|
3,948
|
|
||||
Total revenues
|
126,465
|
|
|
32,108
|
|
|
229,354
|
|
|
61,918
|
|
||||
Cost of revenues (excluding depreciation and amortization expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of compression and related services
|
37,490
|
|
|
16,227
|
|
|
74,468
|
|
|
31,381
|
|
||||
Cost of aftermarket services
|
4,195
|
|
|
—
|
|
|
12,367
|
|
|
—
|
|
||||
Cost of equipment and parts sales
|
43,000
|
|
|
1,066
|
|
|
57,957
|
|
|
1,995
|
|
||||
Total cost of revenues
|
84,685
|
|
|
17,293
|
|
|
144,792
|
|
|
33,376
|
|
||||
Selling, general, and administrative expense
|
10,554
|
|
|
5,008
|
|
|
21,803
|
|
|
9,102
|
|
||||
Depreciation and amortization
|
20,629
|
|
|
3,751
|
|
|
40,617
|
|
|
7,433
|
|
||||
Interest expense, net
|
7,961
|
|
|
145
|
|
|
15,867
|
|
|
304
|
|
||||
Other expense, net
|
1,170
|
|
|
498
|
|
|
2,409
|
|
|
1,037
|
|
||||
Income before income tax provision
|
1,466
|
|
|
5,413
|
|
|
3,866
|
|
|
10,666
|
|
||||
Provision for income taxes
|
303
|
|
|
534
|
|
|
895
|
|
|
1,168
|
|
||||
Net income
|
$
|
1,163
|
|
|
$
|
4,879
|
|
|
$
|
2,971
|
|
|
$
|
9,498
|
|
General partner interest in net income
|
$
|
379
|
|
|
$
|
98
|
|
|
$
|
719
|
|
|
$
|
190
|
|
Common units interest in net income
|
$
|
784
|
|
|
$
|
2,853
|
|
|
$
|
2,252
|
|
|
$
|
5,554
|
|
Subordinated units interest in net income
|
$
|
—
|
|
|
$
|
1,928
|
|
|
$
|
—
|
|
|
$
|
3,754
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income per common unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.02
|
|
|
$
|
0.31
|
|
|
$
|
0.07
|
|
|
$
|
0.60
|
|
Diluted
|
$
|
0.02
|
|
|
$
|
0.30
|
|
|
$
|
0.07
|
|
|
$
|
0.59
|
|
Weighted average common units outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
33,161,286
|
|
|
9,284,500
|
|
|
33,153,039
|
|
|
9,280,242
|
|
||||
Diluted
|
33,161,286
|
|
|
9,370,041
|
|
|
33,153,039
|
|
|
9,343,188
|
|
||||
Net income per subordinated unit:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted
|
$
|
—
|
|
|
$
|
0.31
|
|
|
$
|
—
|
|
|
$
|
0.60
|
|
Weighted average subordinated units outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted
|
—
|
|
|
6,273,970
|
|
|
—
|
|
|
6,273,970
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income
|
$
|
1,163
|
|
|
$
|
4,879
|
|
|
$
|
2,971
|
|
|
$
|
9,498
|
|
Foreign currency translation adjustment
|
(1,853
|
)
|
|
77
|
|
|
(1,677
|
)
|
|
(2,891
|
)
|
||||
Comprehensive income (loss)
|
$
|
(690
|
)
|
|
$
|
4,956
|
|
|
$
|
1,294
|
|
|
$
|
6,607
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
|
(Unaudited)
|
|
|
|
|||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
33,279
|
|
|
$
|
34,066
|
|
Trade accounts receivable, net of allowances for doubtful accounts of $1,592 in 2015 and $1,496 in 2014
|
54,872
|
|
|
78,741
|
|
||
Inventories
|
113,528
|
|
|
113,343
|
|
||
Deferred tax asset
|
182
|
|
|
124
|
|
||
Prepaid expenses and other current assets
|
6,628
|
|
|
5,516
|
|
||
Total current assets
|
208,489
|
|
|
231,790
|
|
||
Property, plant, and equipment:
|
|
|
|
|
|
||
Land and building
|
34,947
|
|
|
34,312
|
|
||
Compressors and equipment
|
812,208
|
|
|
756,113
|
|
||
Vehicles
|
14,069
|
|
|
15,915
|
|
||
Construction in progress
|
241
|
|
|
298
|
|
||
Total property, plant, and equipment
|
861,465
|
|
|
806,638
|
|
||
Less accumulated depreciation
|
(155,894
|
)
|
|
(120,642
|
)
|
||
Net property, plant, and equipment
|
705,571
|
|
|
685,996
|
|
||
Other assets:
|
|
|
|
|
|
||
Goodwill
|
233,386
|
|
|
233,548
|
|
||
Deferred tax asset
|
1,416
|
|
|
1,464
|
|
||
Intangible assets, net of accumulated amortization of $9,697 as of June 30, 2015 and $3,826 as of December 31, 2014
|
58,972
|
|
|
62,974
|
|
||
Deferred financing costs and other assets
|
15,565
|
|
|
16,689
|
|
||
Total other assets
|
309,339
|
|
|
314,675
|
|
||
Total assets
|
$
|
1,223,399
|
|
|
$
|
1,232,461
|
|
LIABILITIES AND
PARTNERS' CAPITAL
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
29,698
|
|
|
$
|
37,815
|
|
Unearned income
|
54,684
|
|
|
65,778
|
|
||
Accrued liabilities and other
|
31,557
|
|
|
29,178
|
|
||
Amounts payable to affiliates
|
7,351
|
|
|
6,480
|
|
||
Deferred tax liabilities
|
1,481
|
|
|
1,117
|
|
||
Total current liabilities
|
124,771
|
|
|
140,368
|
|
||
Other liabilities:
|
|
|
|
|
|
||
Long-term debt, net
|
578,212
|
|
|
539,961
|
|
||
Deferred tax liabilities
|
956
|
|
|
1,788
|
|
||
Other long-term liabilities
|
396
|
|
|
63
|
|
||
Total other liabilities
|
579,564
|
|
|
541,812
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Partners' capital:
|
|
|
|
|
|
||
General partner interest
|
10,881
|
|
|
11,341
|
|
||
Common units (33,183,294 units issued and outstanding at June 30, 2015 and 33,142,114 units issued and outstanding at December 31, 2014)
|
513,196
|
|
|
542,276
|
|
||
Accumulated other comprehensive income (loss)
|
(5,013
|
)
|
|
(3,336
|
)
|
||
Total partners' capital
|
519,064
|
|
|
550,281
|
|
||
Total liabilities and partners' capital
|
$
|
1,223,399
|
|
|
$
|
1,232,461
|
|
|
Partners' Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Partners' Capital
|
||||||||||
|
|
|
|||||||||||||
|
General
Partner
|
|
Common
Unitholders
|
|
|
||||||||||
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2014
|
$
|
11,341
|
|
|
$
|
542,276
|
|
|
$
|
(3,336
|
)
|
|
$
|
550,281
|
|
Net income
|
719
|
|
|
2,252
|
|
|
—
|
|
|
2,971
|
|
||||
Distributions ($0.98 per unit)
|
(1,179
|
)
|
|
(32,536
|
)
|
|
—
|
|
|
(33,715
|
)
|
||||
Equity compensation
|
—
|
|
|
1,204
|
|
|
—
|
|
|
1,204
|
|
||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
(1,677
|
)
|
|
(1,677
|
)
|
||||
Balance at June 30, 2015
|
$
|
10,881
|
|
|
$
|
513,196
|
|
|
$
|
(5,013
|
)
|
|
$
|
519,064
|
|
|
Six Months Ended
June 30, |
||||||
|
2015
|
|
2014
|
||||
Operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
2,971
|
|
|
$
|
9,498
|
|
Reconciliation of net income to cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
40,617
|
|
|
7,433
|
|
||
Provision (benefit) for deferred income taxes
|
(433
|
)
|
|
(141
|
)
|
||
Equity compensation expense
|
1,204
|
|
|
437
|
|
||
Provision for doubtful accounts
|
98
|
|
|
212
|
|
||
Other non-cash charges and credits
|
1,710
|
|
|
153
|
|
||
(Gain) Loss on sale of property, plant, and
equipment
|
(104
|
)
|
|
266
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|||
Accounts receivable
|
22,161
|
|
|
2,765
|
|
||
Inventories
|
(185
|
)
|
|
(1,434
|
)
|
||
Prepaid expenses and other current assets
|
(801
|
)
|
|
5
|
|
||
Accounts payable and accrued expenses
|
(14,758
|
)
|
|
2,043
|
|
||
Other
|
(278
|
)
|
|
(281
|
)
|
||
Net cash provided by operating activities
|
52,202
|
|
|
20,956
|
|
||
Investing activities:
|
|
|
|
|
|||
Purchases of property, plant, and equipment, net
|
(57,092
|
)
|
|
(10,882
|
)
|
||
Advances and other investing activities
|
(64
|
)
|
|
(1,405
|
)
|
||
Net cash used in
investing activities
|
(57,156
|
)
|
|
(12,287
|
)
|
||
Financing activities:
|
|
|
|
|
|||
Proceeds from long-term debt
|
38,153
|
|
|
7,348
|
|
||
Distributions
|
(33,715
|
)
|
|
(14,258
|
)
|
||
Net cash provided by (used in) financing activities
|
4,438
|
|
|
(6,910
|
)
|
||
Effect of exchange rate
changes on cash
|
(271
|
)
|
|
(396
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
(787
|
)
|
|
1,363
|
|
||
Cash and cash equivalents at beginning of period
|
34,066
|
|
|
9,477
|
|
||
Cash and cash equivalents at end of period
|
$
|
33,279
|
|
|
$
|
10,840
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||
Interest paid
|
$
|
17,346
|
|
|
$
|
—
|
|
Income taxes paid
|
$
|
1,748
|
|
|
$
|
997
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
|
(In Thousands)
|
||||||
Parts and supplies
|
43,884
|
|
|
43,202
|
|
||
Work in progress
|
69,644
|
|
|
70,141
|
|
||
Total inventories
|
$
|
113,528
|
|
|
$
|
113,343
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In Thousands)
|
||||||||||||||
Rental revenue
|
$
|
36,187
|
|
|
$
|
2,778
|
|
|
$
|
81,886
|
|
|
$
|
5,610
|
|
Cost of rental revenue
|
$
|
22,664
|
|
|
$
|
1,843
|
|
|
$
|
44,110
|
|
|
$
|
3,625
|
|
|
Three Months Ended
June 30, 2015 |
|
Six Months Ended
June 30, 2015 |
||||||||
|
Common
Units |
|
Subordinated
Units |
|
Common
Units |
|
Subordinated
Units |
||||
Number of weighted average units outstanding
|
33,161,286
|
|
|
—
|
|
|
33,153,039
|
|
|
—
|
|
Restricted units outstanding
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Average diluted units outstanding
|
33,161,286
|
|
|
—
|
|
|
33,153,039
|
|
|
—
|
|
|
Three Months Ended
June 30, 2014 |
|
Six Months Ended
June 30, 2014 |
||||||||
|
Common
Units |
|
Subordinated
Units |
|
Common
Units |
|
Subordinated
Units |
||||
Number of weighted average units outstanding
|
9,284,500
|
|
|
6,273,970
|
|
|
9,280,242
|
|
|
6,273,970
|
|
Restricted units outstanding
|
85,541
|
|
|
—
|
|
|
62,946
|
|
|
—
|
|
Average diluted units outstanding
|
9,370,041
|
|
|
6,273,970
|
|
|
9,343,188
|
|
|
6,273,970
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In Thousands)
|
||||||||||||||
Balance, beginning of period
|
$
|
(3,160
|
)
|
|
$
|
(2,555
|
)
|
|
$
|
(3,336
|
)
|
|
$
|
413
|
|
Foreign currency translation adjustment
|
(1,853
|
)
|
|
77
|
|
|
(1,677
|
)
|
|
(2,891
|
)
|
||||
Balance, end of period
|
$
|
(5,013
|
)
|
|
$
|
(2,478
|
)
|
|
$
|
(5,013
|
)
|
|
$
|
(2,478
|
)
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
Description
|
|
Total as of
June 30, 2015 |
|
Quoted Prices
in Active Markets for Identical Assets or Liabilities (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
|
|
(In Thousands)
|
||||||||||||||
Asset for foreign currency derivative contracts
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
|
$
|
44
|
|
|
|
|
|
|
|
Current assets
|
$
|
101,411
|
|
Property and equipment
|
571,706
|
|
|
Intangible assets
|
68,000
|
|
|
Goodwill
|
161,387
|
|
|
Total assets acquired
|
902,504
|
|
|
|
|
||
Current liabilities
|
77,504
|
|
|
Total liabilities assumed
|
77,504
|
|
|
Net assets acquired
|
$
|
825,000
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||
|
2014
|
|
2014
|
||||
|
(In Thousands, Except Per Unit Amounts)
|
||||||
|
|
|
|
||||
Revenues
|
$
|
109,426
|
|
|
$
|
232,267
|
|
Depreciation and amortization
|
18,636
|
|
|
37,002
|
|
||
Net income
|
1,939
|
|
|
5,835
|
|
||
|
|
|
|
||||
Per share information:
|
|
|
|
||||
Net income per common unit:
|
|
|
|
||||
Basic
|
$
|
0.06
|
|
|
$
|
0.17
|
|
Diluted
|
$
|
0.06
|
|
|
$
|
0.17
|
|
|
|
|
|
||||
Net income per subordinated unit:
|
|
|
|
||||
Basic and diluted
|
$
|
0.06
|
|
|
$
|
0.17
|
|
|
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
|
|
Scheduled Maturity
|
|
(In Thousands)
|
||||||
Credit Agreement
|
|
August 4, 2019
|
|
$
|
233,000
|
|
|
$
|
195,000
|
|
7.25% Senior Notes (presented net of the unamortized discount of $4.8 million as of June 30, 2015 and $5.0 million as of December 31, 2014)
|
|
August 15, 2022
|
|
345,212
|
|
|
344,961
|
|
||
|
|
|
|
578,212
|
|
|
539,961
|
|
||
Less current portion
|
|
|
|
—
|
|
|
—
|
|
||
Total long-term debt
|
|
|
|
$
|
578,212
|
|
|
$
|
539,961
|
|
Derivative Contracts
|
|
US Dollar Notional Amount
|
|
Traded Exchange Rate
|
|
Settlement Date
|
||
|
|
(In Thousands)
|
|
|
|
|
||
Forward sale Canadian dollar
|
|
$
|
780
|
|
|
1.25
|
|
7/17/2015
|
Forward sale Mexican peso
|
|
$
|
2,066
|
|
|
15.71
|
|
7/17/2015
|
Foreign currency derivative instruments
|
|
Balance Sheet
|
|
Fair Value at
|
||||||
|
Location
|
|
June 30, 2015
|
|
December 31, 2014
|
|||||
|
|
|
|
(In Thousands)
|
||||||
Forward sale contracts
|
|
Current assets
|
|
$
|
44
|
|
|
$
|
—
|
|
Net asset
|
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidation
|
||||||||||
Revenues
|
|
$
|
—
|
|
|
$
|
117,667
|
|
|
$
|
11,729
|
|
|
$
|
(2,931
|
)
|
|
$
|
126,465
|
|
Cost of revenues (excluding depreciation and amortization expense)
|
|
—
|
|
|
78,678
|
|
|
8,938
|
|
|
(2,931
|
)
|
|
84,685
|
|
|||||
Selling, general and administrative expense
|
|
877
|
|
|
9,212
|
|
|
465
|
|
|
—
|
|
|
10,554
|
|
|||||
Depreciation and amortization
|
|
—
|
|
|
19,841
|
|
|
788
|
|
|
—
|
|
|
20,629
|
|
|||||
Interest expense, net
|
|
6,472
|
|
|
1,489
|
|
|
—
|
|
|
—
|
|
|
7,961
|
|
|||||
Other expense, net
|
|
318
|
|
|
442
|
|
|
410
|
|
|
—
|
|
|
1,170
|
|
|||||
Equity in net income of subsidiaries
|
|
(8,830
|
)
|
|
(821
|
)
|
|
—
|
|
|
9,651
|
|
|
—
|
|
|||||
Income before income tax provision
|
|
1,163
|
|
|
8,826
|
|
|
1,128
|
|
|
(9,651
|
)
|
|
1,466
|
|
|||||
Provision (benefit) for income taxes
|
|
—
|
|
|
(4
|
)
|
|
307
|
|
|
—
|
|
|
303
|
|
|||||
Net income
|
|
1,163
|
|
|
8,830
|
|
|
821
|
|
|
(9,651
|
)
|
|
1,163
|
|
|||||
Other comprehensive income (loss)
|
|
(1,853
|
)
|
|
(1,853
|
)
|
|
(1,853
|
)
|
|
3,706
|
|
|
(1,853
|
)
|
|||||
Comprehensive income (loss)
|
|
$
|
(690
|
)
|
|
$
|
6,977
|
|
|
$
|
(1,032
|
)
|
|
$
|
(5,945
|
)
|
|
$
|
(690
|
)
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidation
|
||||||||||
Revenues
|
|
$
|
—
|
|
|
$
|
23,671
|
|
|
$
|
11,096
|
|
|
$
|
(2,659
|
)
|
|
$
|
32,108
|
|
Cost of revenues (excluding depreciation and amortization expense)
|
|
—
|
|
|
10,670
|
|
|
9,282
|
|
|
(2,659
|
)
|
|
17,293
|
|
|||||
Selling, general and administrative expense
|
|
235
|
|
|
4,012
|
|
|
761
|
|
|
—
|
|
|
5,008
|
|
|||||
Depreciation and amortization
|
|
—
|
|
|
3,448
|
|
|
303
|
|
|
—
|
|
|
3,751
|
|
|||||
Interest expense, net
|
|
—
|
|
|
148
|
|
|
(3
|
)
|
|
—
|
|
|
145
|
|
|||||
Other expense, net
|
|
—
|
|
|
422
|
|
|
76
|
|
|
—
|
|
|
498
|
|
|||||
Equity in net income of subsidiaries
|
|
(5,114
|
)
|
|
(1,037
|
)
|
|
—
|
|
|
6,151
|
|
|
—
|
|
|||||
Income before income tax provision
|
|
4,879
|
|
|
6,008
|
|
|
677
|
|
|
(6,151
|
)
|
|
5,413
|
|
|||||
Provision (benefit) for income taxes
|
|
—
|
|
|
894
|
|
|
(360
|
)
|
|
—
|
|
|
534
|
|
|||||
Net income
|
|
4,879
|
|
|
5,114
|
|
|
1,037
|
|
|
(6,151
|
)
|
|
4,879
|
|
|||||
Other comprehensive income (loss)
|
|
77
|
|
|
77
|
|
|
77
|
|
|
(154
|
)
|
|
77
|
|
|||||
Comprehensive income
|
|
$
|
4,956
|
|
|
$
|
5,191
|
|
|
$
|
1,114
|
|
|
$
|
(6,305
|
)
|
|
$
|
4,956
|
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidation
|
||||||||||
Revenues
|
|
$
|
—
|
|
|
$
|
220,688
|
|
|
$
|
22,397
|
|
|
$
|
(13,731
|
)
|
|
$
|
229,354
|
|
Cost of revenues (excluding depreciation and amortization expense)
|
|
—
|
|
|
141,592
|
|
|
16,931
|
|
|
(13,731
|
)
|
|
144,792
|
|
|||||
Selling, general and administrative expense
|
|
1,354
|
|
|
19,454
|
|
|
995
|
|
|
—
|
|
|
21,803
|
|
|||||
Depreciation and amortization
|
|
—
|
|
|
38,461
|
|
|
2,156
|
|
|
—
|
|
|
40,617
|
|
|||||
Interest expense, net
|
|
12,941
|
|
|
2,926
|
|
|
—
|
|
|
—
|
|
|
15,867
|
|
|||||
Other expense, net
|
|
619
|
|
|
861
|
|
|
929
|
|
|
—
|
|
|
2,409
|
|
|||||
Equity in net income of subsidiaries
|
|
(17,885
|
)
|
|
(885
|
)
|
|
—
|
|
|
18,770
|
|
|
—
|
|
|||||
Income before income tax provision
|
|
2,971
|
|
|
18,279
|
|
|
1,386
|
|
|
(18,770
|
)
|
|
3,866
|
|
|||||
Provision for income taxes
|
|
—
|
|
|
394
|
|
|
501
|
|
|
—
|
|
|
895
|
|
|||||
Net income
|
|
2,971
|
|
|
17,885
|
|
|
885
|
|
|
(18,770
|
)
|
|
2,971
|
|
|||||
Other comprehensive income (loss)
|
|
(1,677
|
)
|
|
(1,677
|
)
|
|
(1,677
|
)
|
|
3,354
|
|
|
(1,677
|
)
|
|||||
Comprehensive income (loss)
|
|
$
|
1,294
|
|
|
$
|
16,208
|
|
|
$
|
(792
|
)
|
|
$
|
(15,416
|
)
|
|
$
|
1,294
|
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidation
|
||||||||||
Revenues
|
|
$
|
—
|
|
|
$
|
46,882
|
|
|
$
|
20,306
|
|
|
$
|
(5,270
|
)
|
|
$
|
61,918
|
|
Cost of revenues (excluding depreciation and amortization expense)
|
|
—
|
|
|
21,604
|
|
|
17,042
|
|
|
(5,270
|
)
|
|
33,376
|
|
|||||
Selling, general and administrative expense
|
|
437
|
|
|
6,948
|
|
|
1,717
|
|
|
—
|
|
|
9,102
|
|
|||||
Depreciation and amortization
|
|
—
|
|
|
6,839
|
|
|
594
|
|
|
—
|
|
|
7,433
|
|
|||||
Interest expense, net
|
|
—
|
|
|
332
|
|
|
(28
|
)
|
|
—
|
|
|
304
|
|
|||||
Other expense, net
|
|
—
|
|
|
125
|
|
|
912
|
|
|
—
|
|
|
1,037
|
|
|||||
Equity in net income of subsidiaries
|
|
(9,935
|
)
|
|
(353
|
)
|
|
—
|
|
|
10,288
|
|
|
—
|
|
|||||
Income before income tax provision
|
|
9,498
|
|
|
11,387
|
|
|
69
|
|
|
(10,288
|
)
|
|
10,666
|
|
|||||
Provision (benefit) for income taxes
|
|
—
|
|
|
1,452
|
|
|
(284
|
)
|
|
—
|
|
|
1,168
|
|
|||||
Net income
|
|
9,498
|
|
|
9,935
|
|
|
353
|
|
|
(10,288
|
)
|
|
9,498
|
|
|||||
Other comprehensive income (loss)
|
|
(2,891
|
)
|
|
(2,891
|
)
|
|
(2,891
|
)
|
|
5,782
|
|
|
(2,891
|
)
|
|||||
Comprehensive income (loss)
|
|
$
|
6,607
|
|
|
$
|
7,044
|
|
|
$
|
(2,538
|
)
|
|
$
|
(4,506
|
)
|
|
$
|
6,607
|
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidation
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
—
|
|
|
$
|
42,771
|
|
|
$
|
9,431
|
|
|
$
|
—
|
|
|
$
|
52,202
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant, and equipment, net
|
|
—
|
|
|
(46,638
|
)
|
|
(10,454
|
)
|
|
—
|
|
|
(57,092
|
)
|
|||||
Intercompany investment activity
|
|
33,715
|
|
|
—
|
|
|
|
|
(33,715
|
)
|
|
—
|
|
||||||
Advances and other investing activities
|
|
|
|
(64
|
)
|
|
—
|
|
|
|
|
(64
|
)
|
|||||||
Net cash provided by (used in) investing activities
|
|
33,715
|
|
|
(46,702
|
)
|
|
(10,454
|
)
|
|
(33,715
|
)
|
|
(57,156
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term debt
|
|
—
|
|
|
38,153
|
|
|
—
|
|
|
—
|
|
|
38,153
|
|
|||||
Distributions
|
|
(33,715
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,715
|
)
|
|||||
Intercompany contribution (distribution)
|
|
—
|
|
|
(33,715
|
)
|
|
—
|
|
|
33,715
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
(33,715
|
)
|
|
4,438
|
|
|
—
|
|
|
33,715
|
|
|
4,438
|
|
|||||
Effect of exchange rate changes on cash
|
|
—
|
|
|
—
|
|
|
(271
|
)
|
|
—
|
|
|
(271
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
|
—
|
|
|
507
|
|
|
(1,294
|
)
|
|
—
|
|
|
(787
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
23,343
|
|
|
10,723
|
|
|
—
|
|
|
34,066
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
23,850
|
|
|
$
|
9,429
|
|
|
$
|
—
|
|
|
$
|
33,279
|
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidation
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
—
|
|
|
$
|
18,484
|
|
|
$
|
2,472
|
|
|
$
|
—
|
|
|
$
|
20,956
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant, and equipment, net
|
|
—
|
|
|
(9,708
|
)
|
|
(1,174
|
)
|
|
—
|
|
|
(10,882
|
)
|
|||||
Intercompany investment activity
|
|
14,258
|
|
|
—
|
|
|
|
|
(14,258
|
)
|
|
—
|
|
||||||
Advances and other investing activities
|
|
—
|
|
|
(1,405
|
)
|
|
—
|
|
|
—
|
|
|
(1,405
|
)
|
|||||
Net cash provided by (used in) investing activities
|
|
14,258
|
|
|
(11,113
|
)
|
|
(1,174
|
)
|
|
(14,258
|
)
|
|
(12,287
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term debt
|
|
—
|
|
|
7,348
|
|
|
—
|
|
|
—
|
|
|
7,348
|
|
|||||
Distributions
|
|
(14,258
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,258
|
)
|
|||||
Intercompany contribution (distribution)
|
|
—
|
|
|
(14,258
|
)
|
|
—
|
|
|
14,258
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
(14,258
|
)
|
|
(6,910
|
)
|
|
—
|
|
|
14,258
|
|
|
(6,910
|
)
|
|||||
Effect of exchange rate changes on cash
|
|
—
|
|
|
—
|
|
|
(396
|
)
|
|
—
|
|
|
(396
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
|
—
|
|
|
461
|
|
|
902
|
|
|
—
|
|
|
1,363
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
4,339
|
|
|
5,138
|
|
|
—
|
|
|
9,477
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
4,800
|
|
|
$
|
6,040
|
|
|
$
|
—
|
|
|
$
|
10,840
|
|
•
|
assess our ability to generate available cash sufficient to make distributions to our unitholders and
General
Partner;
|
•
|
evaluate the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis;
|
•
|
measure operating performance and return on capital as compared to our competitors; and
|
•
|
determine our ability to incur and service debt and fund capital expenditures.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In Thousands)
|
||||||||||||||
Net income
|
$
|
1,163
|
|
|
$
|
4,879
|
|
|
$
|
2,971
|
|
|
$
|
9,498
|
|
Provision for income taxes
|
303
|
|
|
534
|
|
|
895
|
|
|
1,168
|
|
||||
Depreciation and amortization
|
20,629
|
|
|
3,751
|
|
|
40,617
|
|
|
7,433
|
|
||||
Interest expense, net
|
7,961
|
|
|
145
|
|
|
15,867
|
|
|
304
|
|
||||
EBITDA
|
$
|
30,056
|
|
|
$
|
9,309
|
|
|
$
|
60,350
|
|
|
$
|
18,403
|
|
|
Six Months Ended
June 30, |
||||||
|
2015
|
|
2014
|
||||
|
(In Thousands)
|
||||||
Cash flow from operating activities
|
$
|
52,202
|
|
|
$
|
20,956
|
|
Changes in current assets and current liabilities
|
(6,139
|
)
|
|
(3,098
|
)
|
||
Deferred income taxes
|
433
|
|
|
141
|
|
||
Other non-cash charges
|
(2,908
|
)
|
|
(1,068
|
)
|
||
Interest expense, net
|
15,867
|
|
|
304
|
|
||
Provision for income taxes
|
895
|
|
|
1,168
|
|
||
EBITDA
|
$
|
60,350
|
|
|
$
|
18,403
|
|
|
June 30,
|
||||
|
2015
|
|
2014
|
||
Horsepower
|
|
|
|
||
Total horsepower in fleet
|
1,138,656
|
|
|
187,513
|
|
Total horsepower in service
|
952,442
|
|
|
162,453
|
|
|
Three Months Ended June 30,
|
|||||||||||||||||||
|
|
|
|
|
Period-to-Period Change
|
|
Percentage of Total Revenues
|
|
Period-to-Period Change
|
|||||||||||
Consolidated Results of Operations
|
2015
|
|
2014
|
|
2015 vs. 2014
|
|
2015
|
|
2014
|
|
2015 vs. 2014
|
|||||||||
|
(In Thousands)
|
|
|
|
|
|
|
|||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Compression and related services
|
72,826
|
|
|
30,043
|
|
|
$
|
42,783
|
|
|
57.6
|
%
|
|
93.6
|
%
|
|
142.4
|
%
|
||
Aftermarket services
|
4,671
|
|
|
—
|
|
|
$
|
4,671
|
|
|
3.7
|
%
|
|
—
|
%
|
|
—
|
%
|
||
Equipment and parts sales
|
48,968
|
|
|
2,065
|
|
|
46,903
|
|
|
38.7
|
%
|
|
6.4
|
%
|
|
2,271.3
|
%
|
|||
Total revenues
|
126,465
|
|
|
32,108
|
|
|
$
|
94,357
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
293.9
|
%
|
||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of compression and related services
|
37,490
|
|
|
16,227
|
|
|
21,263
|
|
|
29.6
|
%
|
|
50.5
|
%
|
|
131.0
|
%
|
|||
Cost of aftermarket services
|
4,195
|
|
|
—
|
|
|
$
|
4,195
|
|
|
3.3
|
%
|
|
—
|
%
|
|
—
|
%
|
||
Cost of equipment and parts sales
|
43,000
|
|
|
1,066
|
|
|
41,934
|
|
|
34.0
|
%
|
|
3.3
|
%
|
|
3,933.8
|
%
|
|||
Total cost of revenues
|
84,685
|
|
|
17,293
|
|
|
$
|
67,392
|
|
|
67.0
|
%
|
|
53.9
|
%
|
|
389.7
|
%
|
||
Selling, general and administrative expense
|
10,554
|
|
|
5,008
|
|
|
5,546
|
|
|
8.3
|
%
|
|
15.6
|
%
|
|
110.7
|
%
|
|||
Depreciation and amortization
|
20,629
|
|
|
3,751
|
|
|
16,878
|
|
|
16.3
|
%
|
|
11.7
|
%
|
|
450.0
|
%
|
|||
Interest expense, net
|
7,961
|
|
|
145
|
|
|
7,816
|
|
|
6.3
|
%
|
|
0.5
|
%
|
|
5,390.3
|
%
|
|||
Other expense, net
|
1,170
|
|
|
498
|
|
|
672
|
|
|
0.9
|
%
|
|
1.6
|
%
|
|
134.9
|
%
|
|||
Income before income taxes
|
1,466
|
|
|
5,413
|
|
|
$
|
(3,947
|
)
|
|
1.2
|
%
|
|
16.9
|
%
|
|
(72.9
|
)%
|
||
Provision for income taxes
|
303
|
|
|
534
|
|
|
(231
|
)
|
|
0.2
|
%
|
|
1.7
|
%
|
|
(43.3
|
)%
|
|||
Net income
|
$
|
1,163
|
|
|
$
|
4,879
|
|
|
$
|
(3,716
|
)
|
|
0.9
|
%
|
|
15.2
|
%
|
|
(76.2
|
)%
|
|
Six Months Ended June 30,
|
|||||||||||||||||||
|
|
|
|
|
Period-to-Period Change
|
|
Percentage of Total Revenues
|
Period-to-Period Change
|
||||||||||||
Consolidated Results of Operations
|
2015
|
|
2014
|
|
2015 vs. 2014
|
|
2015
|
|
2014
|
|
2015 vs. 2014
|
|||||||||
|
(In Thousands)
|
|
|
|
|
|
|
|||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Compression and related services
|
148,114
|
|
|
57,970
|
|
|
90,144
|
|
|
64.6
|
%
|
|
93.6
|
%
|
|
155.5
|
%
|
|||
Aftermarket services
|
14,121
|
|
|
—
|
|
|
14,121
|
|
|
6.2
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Equipment and parts sales
|
67,119
|
|
|
3,948
|
|
|
63,171
|
|
|
29.3
|
%
|
|
6.4
|
%
|
|
100.0
|
%
|
|||
Total revenues
|
229,354
|
|
|
61,918
|
|
|
167,436
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
270.4
|
%
|
|||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of compression and related services
|
74,468
|
|
|
31,381
|
|
|
43,087
|
|
|
32.5
|
%
|
|
50.7
|
%
|
|
137.3
|
%
|
|||
Cost of aftermarket services
|
12,367
|
|
|
—
|
|
|
12,367
|
|
|
5.4
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Cost of equipment and parts sales
|
57,957
|
|
|
1,995
|
|
|
55,962
|
|
|
25.3
|
%
|
|
3.2
|
%
|
|
100.0
|
%
|
|||
Total cost of revenues
|
144,792
|
|
|
33,376
|
|
|
111,416
|
|
|
63.1
|
%
|
|
53.9
|
%
|
|
333.8
|
%
|
|||
Selling, general and administrative expense
|
21,803
|
|
|
9,102
|
|
|
12,701
|
|
|
9.5
|
%
|
|
14.7
|
%
|
|
139.5
|
%
|
|||
Depreciation and amortization
|
40,617
|
|
|
7,433
|
|
|
33,184
|
|
|
17.7
|
%
|
|
12.0
|
%
|
|
446.4
|
%
|
|||
Interest expense, net
|
15,867
|
|
|
304
|
|
|
15,563
|
|
|
6.9
|
%
|
|
0.5
|
%
|
|
5,119.4
|
%
|
|||
Other expense, net
|
2,409
|
|
|
1,037
|
|
|
1,372
|
|
|
1.1
|
%
|
|
1.7
|
%
|
|
132.3
|
%
|
|||
Income before income taxes
|
3,866
|
|
|
10,666
|
|
|
(6,800
|
)
|
|
1.7
|
%
|
|
17.2
|
%
|
|
(63.8
|
)%
|
|||
Provision for income taxes
|
895
|
|
|
1,168
|
|
|
(273
|
)
|
|
0.4
|
%
|
|
1.9
|
%
|
|
(23.4
|
)%
|
|||
Net income
|
$
|
2,971
|
|
|
$
|
9,498
|
|
|
$
|
(6,527
|
)
|
|
1.3
|
%
|
|
15.3
|
%
|
|
(68.7
|
)%
|
•
|
economic and operating conditions that are outside of our control, including the supply, demand, and prices of crude oil and natural gas;
|
•
|
the levels of competition we encounter;
|
•
|
the activity levels of our customers;
|
•
|
the availability of adequate sources of capital to us;
|
•
|
our ability to comply with contractual obligations, including those under our financing arrangements;
|
•
|
our operational performance;
|
•
|
risks related to acquisitions and our growth strategy, including our recent acquisition of Compressor Systems, Inc.;
|
•
|
the availability of raw materials and labor at reasonable prices;
|
•
|
risks related to our foreign operations;
|
•
|
the effect and results of litigation, regulatory matters, settlements, audits, assessments, and contingencies; and
|
•
|
other risks and uncertainties under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014, and as included in our other filings with the U.S. Securities and Exchange Commission (“SEC”), which are available free of charge on the SEC website at www.sec.gov.
|
Derivative Contracts
|
|
US Dollar Notional Amount
|
|
Traded Exchange Rate
|
|
Settlement Date
|
||
|
|
(In Thousands)
|
|
|
|
|
||
Forward sale Canadian dollar
|
|
$
|
780
|
|
|
1.25
|
|
7/17/2015
|
Forward sale Mexican peso
|
|
$
|
2,066
|
|
|
15.71
|
|
7/17/2015
|
|
|
Balance Sheet
|
|
Fair Value at
|
||
Foreign currency derivative instruments
|
|
Location
|
|
June 30, 2015
|
||
|
|
|
|
(In Thousands)
|
||
Forward sale contracts
|
|
Current assets
|
|
$
|
44
|
|
|
|
Current liabilities
|
|
—
|
|
|
Net asset
|
|
|
|
$
|
44
|
|
Period
|
|
Total Number
of Units Purchased
|
|
Average
Price
Paid per Unit
|
|
Total Number of Units Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Units that May Yet be Purchased Under the Publicly Announced
Plans or Programs
|
|||
April 1 – April 30, 2015
|
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
N/A
|
May 1 – May 31, 2015
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
June 1 – June 30, 2015
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
Total
|
|
—
|
|
|
|
|
|
N/A
|
|
N/A
|
10.1
|
Registration Rights Agreement, dated as of April 30, 2015, by and among CSI Compressco LP, TETRA Technologies, Inc., and Wells Fargo Energy Capital, Inc., in its capacity as noteholder representative (incorporated by reference to Exhibit 10.1 to the Partnership's Form 8-K filed on May 6, 2015 (SEC File No. 001-35195))
|
10.2
|
CSI Compressco LP Amended and Restated 2011 Long Term Incentive Plan, as amended through March 3, 2015.
|
31.1*
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1**
|
Certification of Principal Executive Officer Furnished 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 Principal Financial Officer Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS+
|
XBRL Instance Document
|
101.SCH+
|
XBRL Taxonomy Extension
Schema Document
|
101.CAL+
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF+
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB+
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE+
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed with this report.
|
**
|
Furnished with this report.
|
+
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the three and six month periods ended
June 30, 2015
and
2014
; (ii) Consolidated Statements of Comprehensive Income for the three and six month periods ended
June 30, 2015
and
2014
; (iii) Consolidated Balance Sheets as of
June 30, 2015
and
December 31, 2014
; (iv) Consolidated Statement of Partners’ Capital for the six month period ended
June 30, 2015
; (v) Consolidated Statements of Cash Flows for the six month periods ended
June 30, 2015
and
2014
; and (iv) Notes to Consolidated Financial Statements for the six months ended
June 30, 2015
.
|
|
|
CSI COMPRESSCO LP
|
|
|
|
By:
|
CSI Compressco GP Inc.,
|
|
|
|
its
General Partner
|
|
|
|
|
Date:
|
August 11, 2015
|
By:
|
/s/Timothy A. Knox
|
|
|
|
Timothy A. Knox, President
|
|
|
|
Principal Executive Officer
|
|
|
|
|
Date:
|
August 11, 2015
|
By:
|
/s/James P. Rounsavall
|
|
|
|
James P. Rounsavall
|
|
|
|
Chief Financial Officer, Treasurer and Secretary
|
|
|
|
Principal Financial Officer
|
|
|
|
|
Date:
|
August 11, 2015
|
By:
|
/s/Susan R. Makovy
|
|
|
|
Susan R. Makovy
|
|
|
|
Controller
|
|
|
|
Principal Accounting Officer
|
|
|
|
|
|
|
|
|
10.1
|
Registration Rights Agreement, dated as of April 30, 2015, by and among CSI Compressco LP, TETRA Technologies, Inc., and Wells Fargo Energy Capital, Inc., in its capacity as noteholder representative (incorporated by reference to Exhibit 10.1 to the Partnership's Form 8-K filed on May 6, 2015 (SEC File No. 001-35195))
|
10.2
|
CSI Compressco LP Amended and Restated 2011 Long Term Incentive Plan, as amended through March 3, 2015.
|
31.1*
|
Certification of Principal Executive
Officer Furnished Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
Certification of Principal Financial Officer Furnished Pursuant to Rule 13a-14(a) and 15d-14(a) of
the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1**
|
Certification of Principal Executive Officer Furnished 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 Principal Financial Officer Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS+
|
XBRL Instance Document
|
101.SCH+
|
XBRL Taxonomy Extension Schema Document
|
101.CAL+
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF+
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB+
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE+
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed with this report.
|
**
|
Furnished with this report.
|
+
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the three and six month periods ended
June 30, 2015
and
2014
; (ii) Consolidated Statements of Comprehensive Income for the three and six month periods ended
June 30, 2015
and
2014
; (iii) Consolidated Balance Sheets as of
June 30, 2015
and
December 31, 2014
; (iv) Consolidated Statement of Partners’ Capital for the six month period ended
June 30, 2015
; (v) Consolidated Statements of Cash Flows for the six month periods ended
June 30, 2015
and
2014
; and (iv) Notes to Consolidated Financial Statements for the six months ended
June 30, 2015
.
|
SECTION 1.
|
Purpose of the Plan.
|
SECTION 2.
|
Definitions.
|
SECTION 3.
|
Administration.
|
SECTION 4.
|
Units.
|
SECTION 5.
|
Eligibility.
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SECTION 6.
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Awards.
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SECTION 7.
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Amendment and Termination.
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SECTION 8.
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General Provisions.
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SECTION 9.
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Term of the Plan.
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1.
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I have reviewed this report on Form 10-Q for the fiscal
quarter ended
June 30, 2015
, of CSI Compressco LP;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of
the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent function):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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Date:
|
August 11, 2015
|
/s/Timothy A. Knox
|
|
|
Timothy A. Knox
|
|
|
President of CSI Compressco GP Inc.,
|
|
|
General
Partner
of CSI Compressco LP
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this report on Form 10-Q for the fiscal quarter ended
June 30, 2015
, of CSI Compressco LP;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The
registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal controls over financial reporting.
|
Date:
|
August 11, 2015
|
/s/James P. Rounsavall
|
|
|
James P. Rounsavall
|
|
|
Chief Financial Officer of CSI Compressco GP Inc.,
|
|
|
General
Partner
of CSI Compressco LP
|
|
|
(Principal Financial
Officer)
|
Dated:
|
August 11, 2015
|
/s/Timothy A. Knox
|
|
|
Timothy A. Knox
|
|
|
President
of CSI Compressco GP Inc.,
|
|
|
General
Partner
of CSI Compressco LP
|
|
|
(Principal Executive Officer)
|
Dated:
|
August 11, 2015
|
/s/James P. Rounsavall
|
|
|
James P. Rounsavall
|
|
|
Chief Financial Officer
of CSI Compressco GP Inc.,
|
|
|
General
Partner
of CSI Compressco LP
|
|
|
(Principal Financial Officer)
|