SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
A
CT:
|
|
|
|
COMMON UNITS REPRESENTING LIMITED
PARTNERSHIP INTERESTS
|
NASDAQ GLOBAL MARKET
|
(TITLE OF CLASS)
|
(NAME OF EXCHANGE ON WHICH REGISTERED)
|
|
|
S
ECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
|
LARGE ACCELERATED FILER [ ]
|
ACCELERATED FILER [ X ]
|
NON-ACCELERATED FILER [ ]
|
SMALLER REPORTING COMPANY [ ]
|
EMERGING GROWTH COMPANY [ ]
|
|
|
|
|
Part I
|
|
|
|
|
|
Part II
|
|
|
|
|
|
Part III
|
|
|
|
|
|
Part IV
|
|
•
|
economic and operating conditions that are outside of our control, including the supply, demand, and prices of oil and natural gas;
|
•
|
the availability of adequate sources of capital to us;
|
•
|
our existing debt levels and our flexibility to obtain additional financing;
|
•
|
our ability to continue to make cash distributions, or increase cash distributions from current levels, after the establishment of reserves, payment of debt service and other contractual obligations;
|
•
|
the restrictions on our business that are imposed under our long-term debt agreements;
|
•
|
our dependence upon a limited number of customers and the activity levels of our customers;
|
•
|
the levels of competition we encounter;
|
•
|
our ability to replace our contracts with customers, which are generally short-term contracts;
|
•
|
the availability of raw materials and labor at reasonable prices;
|
•
|
risks related to acquisitions and our growth strategy;
|
•
|
our operational performance;
|
•
|
risks related to our foreign operations;
|
•
|
the credit and risk profile of TETRA;
|
•
|
the ability of our general partner to retain key personnel;
|
•
|
information technology risks including the risk from cyberattack;
|
•
|
the effect and results of litigation, regulatory matters, settlements, audits, assessments, and contingencies, and
|
•
|
other risks and uncertainties under “Item 1A. Risk Factors” in this Annual Report 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.
|
Range of Horsepower Per Package
|
|
Number of Packages
|
|
Aggregate Horsepower
|
|
% of Aggregate Horsepower
|
|||
|
|
|
|
|
|
|
|||
Low horsepower (0-100)
|
|
3,752
|
|
|
175,951
|
|
|
15.5
|
%
|
Medium-horsepower (101-1,000)
|
|
1,587
|
|
|
443,901
|
|
|
39.1
|
%
|
High-horsepower (1,001 and over)
|
|
380
|
|
|
515,625
|
|
|
45.4
|
%
|
Total
|
|
5,719
|
|
|
1,135,477
|
|
|
100.0
|
%
|
•
|
the Clean Air Act ("CAA") and comparable state laws, and regulations thereunder, which regulate air emissions;
|
•
|
the Federal Water Pollution Control Act of 1972 (the "Clean Water Act") and comparable state laws, and regulations thereunder, which regulate the discharge of pollutants into regulated waters, including industrial wastewater discharges and storm water runoff;
|
•
|
the Resource Conservation and Recovery Act, or (“RCRA”), and comparable state laws, and regulations, thereunder, which regulate the management and disposal of solid and hazardous waste; and
|
•
|
the federal Comprehensive Environmental Response, Compensation, and Liability Act, or (“CERCLA”), and comparable state laws, and regulations thereunder, known more commonly as “Superfund,” which impose liability for the cleanup of releases of hazardous substances in the environment.
|
•
|
attract new customers;
|
•
|
maintain our existing customers and maintain or expand the level of services we provide to them; and
|
•
|
recruit,
train, and retain
qualified field services
and other
personnel.
|
•
|
government controls and actions, such as expropriation of assets and changes in legal and regulatory environments;
|
•
|
import and export license requirements;
|
•
|
political, social, or economic instability;
|
•
|
trade restrictions;
|
•
|
changes in tariffs and taxes;
|
•
|
currency exposure;
|
•
|
restrictions on repatriating foreign profits back to the United States; and
|
•
|
the impact of anti-corruption laws.
|
•
|
neither our partnership agreement nor any other agreement requires TETRA to pursue a business strategy that favors us. The directors and officers of TETRA and its affiliates have a fiduciary duty to make these decisions in the best interests of TETRA, which may be contrary to our interests;
|
•
|
our general partner controls the interpretation and enforcement of contractual obligations between us and our affiliates, on the one hand, and TETRA, on the other hand, including provisions governing administrative services, acquisitions, and non-competition provisions;
|
•
|
our general partner is allowed to take into account the interests of parties other than us, including TETRA and its affiliates, in resolving conflicts of interest;
|
•
|
our general partner has limited its liability and reduced its fiduciary duties to our common unitholders and us, and has also restricted the remedies available to our common unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty;
|
•
|
our general partner will determine the amount and timing of asset purchases and sales, capital expenditures, borrowings, repayment of indebtedness, and issuances of additional partnership interests, each of which can affect the amount of cash that is available for distribution to our common unitholders;
|
•
|
our general partner determines the amount and timing of any capital expenditures and whether a capital expenditure is a maintenance capital expenditure, which reduces operating surplus, or an expansion capital expenditure, which does not reduce operating surplus, and this determination can affect the amount of cash that is distributed to our common unitholders;
|
•
|
our general partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make incentive distributions;
|
•
|
our partnership agreement permits us to distribute up to $15 million as operating surplus, even if it is generated from asset sales, non-working capital borrowings, or other sources that would otherwise constitute capital surplus. This cash may be used to fund distributions on the incentive distribution rights;
|
•
|
our general partner determines which costs incurred by it and its affiliates are reimbursable by us and TETRA will determine the allocation of shared overhead expenses;
|
•
|
our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf;
|
•
|
our general partner intends to limit its liability regarding our contractual and other obligations and, in some circumstances, is entitled to be indemnified by us;
|
•
|
our general partner decides whether to retain separate counsel, accountants, or others to perform services for us; and
|
•
|
our general partner may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to our general partner’s incentive distribution rights without the approval of the conflicts committee of the board of directors of our general partner or the common unitholders. This election may result in lower distributions to the common unitholders in certain situations.
|
•
|
permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner. This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to consider any interest of, or factors affecting, us, our affiliates or any limited partner. Examples include the exercise of its limited call right, the exercise of its rights to transfer or vote the partnership units it owns, the exercise of its registration rights and its determination whether or not to consent to any merger or consolidation of the partnership or amendment to the partnership agreement;
|
•
|
provides that our general partner will not have any liability to us or our common unitholders for decisions made in its capacity as a general partner so long as it acted in good faith, meaning it believed the decision was in the best interests of our partnership;
|
•
|
generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the conflicts committee of the board of directors of our general partner acting in good faith and not involving a vote of our common unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or must be “fair and reasonable” to us, as determined by our general partner in good faith and that, in determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us;
|
•
|
provides that our general partner and its executive officers and directors will not be liable for monetary damages to us, our limited partners or assignees for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general
|
•
|
provides that in resolving conflicts of interest, it will be presumed that in making its decision our general partner acted in good faith, and in any proceeding brought by or on behalf of any limited partner or us, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption.
|
•
|
our previously existing common unitholders’ proportionate ownership interests in us will decrease;
|
•
|
the amount of cash available for distribution on each common unit may decrease;
|
•
|
the ratio of taxable income to distributions may increase;
|
•
|
the relative voting strength of each previously outstanding common unitholders may be diminished; and
|
•
|
the market price of the common units may decline.
|
•
|
a court or government agency determined that we were conducting business in a state but had not complied with that particular state’s partnership statute; or
|
•
|
our common unitholders’ right to act with other unitholders to remove or replace our general partner, to approve some amendments to our partnership agreement, or to take other actions under our partnership agreement constitutes “control” of our business.
|
•
|
less the amount of cash reserves established by our general partner to:
|
◦
|
provide for the proper conduct of our business after the end of the quarter;
|
◦
|
comply with applicable law, any of our future debt instruments or other agreements; or
|
◦
|
provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters (provided that our general partner may not establish cash reserves for future distributions, unless it determines that the establishment of reserves will not prevent us from distributing the minimum quarterly distribution on all common units and any cumulative arrearages for such quarter);
|
•
|
plus, if our general partner so determines, all or any portion of any additional cash and cash equivalents on hand on the date of determination of Available Cash for the quarter resulting from working capital borrowings made after the end of the quarter.
|
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 |
|
Oct 1 – Oct 31, 2018
|
|
—
|
|
|
|
|
N/A
|
|
N/A
|
Nov 1 – Nov 30, 2018
|
|
–
|
|
|
–
|
|
N/A
|
|
N/A
|
Dec 1 – Dec 31, 2018
|
|
–
|
|
|
–
|
|
N/A
|
|
N/A
|
Total
|
|
—
|
|
|
|
|
N/A
|
|
N/A
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(In Thousands, Except Per Unit Amounts)
|
||||||||||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
|
$
|
438,663
|
|
|
$
|
295,566
|
|
|
$
|
311,363
|
|
|
$
|
457,641
|
|
|
$
|
282,647
|
|
Cost of revenues
|
|
308,397
|
|
|
193,498
|
|
|
191,260
|
|
|
290,660
|
|
|
174,667
|
|
|||||
Depreciation and amortization expense
|
|
70,500
|
|
|
69,140
|
|
|
72,123
|
|
|
81,838
|
|
|
40,880
|
|
|||||
Impairments and other charges
|
|
681
|
|
|
—
|
|
|
10,223
|
|
|
11,797
|
|
|
278
|
|
|||||
Insurance recoveries
|
|
—
|
|
|
(2,352
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Selling, general, and administrative expenses
|
|
39,600
|
|
|
33,438
|
|
|
36,222
|
|
|
43,479
|
|
|
32,100
|
|
|||||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
92,334
|
|
|
139,444
|
|
|
—
|
|
|||||
Interest expense, net
|
|
52,585
|
|
|
43,135
|
|
|
38,055
|
|
|
34,964
|
|
|
14,240
|
|
|||||
Series A Preferred fair value adjustment
|
|
(838
|
)
|
|
(3,402
|
)
|
|
5,036
|
|
|
—
|
|
|
—
|
|
|||||
Other expense, net
|
|
2,101
|
|
|
(216
|
)
|
|
2,383
|
|
|
2,190
|
|
|
10,396
|
|
|||||
Income (loss) before income tax provision
|
|
(34,363
|
)
|
|
(37,675
|
)
|
|
(136,273
|
)
|
|
(146,731
|
)
|
|
10,086
|
|
|||||
Net income (loss)
|
|
$
|
(36,978
|
)
|
|
$
|
(40,459
|
)
|
|
$
|
(138,138
|
)
|
|
$
|
(146,630
|
)
|
|
$
|
11,258
|
|
Net income (loss) per common unit, basic
|
|
$
|
(0.88
|
)
|
|
$
|
(1.13
|
)
|
|
$
|
(4.07
|
)
|
|
$
|
(4.36
|
)
|
|
$
|
0.47
|
|
Weighted average common units outstanding, basic
|
|
41,552,804
|
|
|
35,035,428
|
|
|
33,262,376
|
|
|
33,169,413
|
|
|
18,928,640
|
|
|||||
Net income (loss) per common unit, diluted
|
|
$
|
(0.88
|
)
|
|
$
|
(1.13
|
)
|
|
$
|
(4.07
|
)
|
|
$
|
(4.36
|
)
|
|
$
|
0.47
|
|
Weighted average common units outstanding, diluted
|
|
41,552,804
|
|
|
35,035,428
|
|
|
33,262,376
|
|
|
33,169,413
|
|
|
18,928,640
|
|
|||||
Cash distributions declared per common unit
|
|
$
|
0.57
|
|
|
$
|
0.75
|
|
|
$
|
1.51
|
|
|
$
|
1.98
|
|
|
$
|
1.80
|
|
|
|
December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(In Thousands)
|
||||||||||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Working capital
|
|
$
|
57,394
|
|
|
$
|
38,141
|
|
|
$
|
52,090
|
|
|
$
|
59,300
|
|
|
$
|
91,215
|
|
Total assets
|
|
826,744
|
|
|
742,932
|
|
|
786,140
|
|
|
966,627
|
|
|
1,217,051
|
|
|||||
Long-term debt
|
|
633,013
|
|
|
512,176
|
|
|
504,090
|
|
|
566,658
|
|
|
523,351
|
|
|||||
Partners' capital
|
|
67,403
|
|
|
95,027
|
|
|
143,249
|
|
|
332,158
|
|
|
550,281
|
|
•
|
assess our ability to generate available cash sufficient to make distributions to our common 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; and
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In Thousands)
|
||||||||||
Net income (loss)
|
|
$
|
(36,978
|
)
|
|
$
|
(40,459
|
)
|
|
$
|
(138,138
|
)
|
Provision for income taxes
|
|
2,615
|
|
|
2,784
|
|
|
1,865
|
|
|||
Depreciation and amortization
|
|
70,500
|
|
|
69,140
|
|
|
72,123
|
|
|||
Impairments and other charges
|
|
681
|
|
|
—
|
|
|
10,223
|
|
|||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
92,334
|
|
|||
Bad debt expense attributable to bankruptcy of customer
|
|
—
|
|
|
—
|
|
|
728
|
|
|||
Interest expense, net
|
|
52,585
|
|
|
43,135
|
|
|
38,055
|
|
|||
Equity compensation
|
|
639
|
|
|
1,219
|
|
|
3,028
|
|
|||
Expense for unamortized finance costs
|
|
3,539
|
|
|
—
|
|
|
—
|
|
|||
Non-income tax contingency
|
|
2,110
|
|
|
—
|
|
|
—
|
|
|||
Acquisition costs
|
|
176
|
|
|
—
|
|
|
—
|
|
|||
Series A Preferred transaction costs
|
|
—
|
|
|
37
|
|
|
3,131
|
|
|||
Series A Preferred fair value adjustments
|
|
(838
|
)
|
|
(3,402
|
)
|
|
5,036
|
|
|||
Gain on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(1,405
|
)
|
|||
Omnibus expense paid in equity
|
|
—
|
|
|
1,746
|
|
|
1,576
|
|
|||
Severance
|
|
12
|
|
|
63
|
|
|
562
|
|
|||
Non-cash cost of compressors sold
|
|
4,126
|
|
|
8,505
|
|
|
6,772
|
|
|||
Software implementation
|
|
—
|
|
|
974
|
|
|
—
|
|
|||
Adjusted EBITDA
|
|
$
|
99,167
|
|
|
$
|
83,742
|
|
|
$
|
95,890
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In Thousands)
|
||||||||||
Cash flow from operating activities
|
|
30,121
|
|
|
39,068
|
|
|
61,444
|
|
|||
Changes in current assets and current liabilities
|
|
16,613
|
|
|
(1,357
|
)
|
|
(6,508
|
)
|
|||
Deferred income taxes
|
|
178
|
|
|
(757
|
)
|
|
(30
|
)
|
|||
Other non-cash charges
|
|
(3,951
|
)
|
|
(4,391
|
)
|
|
(4,752
|
)
|
|||
Non-income tax contingency
|
|
2,110
|
|
|
—
|
|
|
—
|
|
|||
Interest expense, net
|
|
52,585
|
|
|
43,135
|
|
|
38,055
|
|
|||
Series A Preferred paid in kind distributions
|
|
(5,419
|
)
|
|
(8,380
|
)
|
|
(3,094
|
)
|
|||
Insurance recoveries
|
|
—
|
|
|
2,352
|
|
|
—
|
|
|||
Provision for income taxes
|
|
2,615
|
|
|
2,784
|
|
|
1,865
|
|
|||
Acquisition costs
|
|
176
|
|
|
—
|
|
|
—
|
|
|||
Omnibus expense paid in equity
|
|
—
|
|
|
1,746
|
|
|
1,576
|
|
|||
Severance
|
|
12
|
|
|
63
|
|
|
562
|
|
|||
Non-cash cost of compressors sold
|
|
4,126
|
|
|
8,505
|
|
|
6,772
|
|
|||
Software implementation
|
|
—
|
|
|
974
|
|
|
—
|
|
|||
Adjusted EBITDA
|
|
$
|
99,166
|
|
|
$
|
83,742
|
|
|
$
|
95,890
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In Thousands)
|
||||||||||
Cash from operations, net
|
$
|
30,121
|
|
|
$
|
39,068
|
|
|
$
|
61,444
|
|
Capital expenditures, net of sales proceeds
|
(103,489
|
)
|
|
(25,126
|
)
|
|
(10,659
|
)
|
|||
Free cash flow
|
$
|
(73,368
|
)
|
|
$
|
13,942
|
|
|
$
|
50,785
|
|
|
|
December 31,
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
Horsepower
|
|
|
|
|
|
|
|||
Total horsepower in fleet
|
|
1,135,477
|
|
|
1,081,919
|
|
|
1,114,312
|
|
Total horsepower in service
|
|
983,848
|
|
|
900,638
|
|
|
851,733
|
|
Total horsepower utilization rate
|
|
86.6
|
%
|
|
83.2
|
%
|
|
76.4
|
%
|
|
December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Horsepower utilization rate by class
|
|
|
|
|
|
|||
Low horsepower (0-100)
|
66.4
|
%
|
|
65.4
|
%
|
|
62.5
|
%
|
Medium-horsepower (101-1,000)
|
84.9
|
%
|
|
80.8
|
%
|
|
70.1
|
%
|
High-horsepower (1,001 and over)
|
95.0
|
%
|
|
92.8
|
%
|
|
88.1
|
%
|
|
|
Year Ended December 31,
|
|
Period-to-Period Change
|
||||||||||||||||
Consolidated Results of Operations
|
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||
|
|
(In Thousands)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Compression and related services
|
|
$
|
229,895
|
|
|
$
|
205,774
|
|
|
$
|
224,736
|
|
|
$
|
24,121
|
|
|
$
|
(18,962
|
)
|
Aftermarket services
|
|
70,907
|
|
|
40,287
|
|
|
33,303
|
|
|
30,620
|
|
|
6,984
|
|
|||||
Equipment sales
|
|
137,861
|
|
|
49,505
|
|
|
53,324
|
|
|
88,356
|
|
|
(3,819
|
)
|
|||||
Total revenues
|
|
438,663
|
|
|
295,566
|
|
|
311,363
|
|
|
143,097
|
|
|
(15,797
|
)
|
|||||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of compression and related services
|
|
127,128
|
|
|
116,956
|
|
|
117,154
|
|
|
10,172
|
|
|
(198
|
)
|
|||||
Cost of aftermarket services
|
|
57,870
|
|
|
32,256
|
|
|
25,362
|
|
|
25,614
|
|
|
6,894
|
|
|||||
Cost of equipment sales
|
|
123,399
|
|
|
44,286
|
|
|
48,744
|
|
|
79,113
|
|
|
(4,458
|
)
|
|||||
Total cost of revenues
|
|
308,397
|
|
|
193,498
|
|
|
191,260
|
|
|
114,899
|
|
|
2,238
|
|
|||||
Depreciation and amortization
|
|
70,500
|
|
|
69,140
|
|
|
72,123
|
|
|
1,360
|
|
|
(2,983
|
)
|
|||||
Impairments and other charges
|
|
681
|
|
|
—
|
|
|
10,223
|
|
|
681
|
|
|
(10,223
|
)
|
|||||
Insurance recoveries
|
|
—
|
|
|
(2,352
|
)
|
|
—
|
|
|
2,352
|
|
|
(2,352
|
)
|
|||||
Selling, general, and administrative expense
|
|
39,600
|
|
|
33,438
|
|
|
36,222
|
|
|
6,162
|
|
|
(2,784
|
)
|
|||||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
92,334
|
|
|
—
|
|
|
(92,334
|
)
|
|||||
Interest expense, net
|
|
52,585
|
|
|
43,135
|
|
|
38,055
|
|
|
9,450
|
|
|
5,080
|
|
|||||
Series A Preferred fair value adjustment
|
|
(838
|
)
|
|
(3,402
|
)
|
|
5,036
|
|
|
2,564
|
|
|
(8,438
|
)
|
|||||
Other (income) expense, net
|
|
2,101
|
|
|
(216
|
)
|
|
2,383
|
|
|
2,317
|
|
|
(2,599
|
)
|
|||||
Loss before income taxes
|
|
(34,363
|
)
|
|
(37,675
|
)
|
|
(136,273
|
)
|
|
3,312
|
|
|
98,598
|
|
|||||
Provision for income taxes
|
|
2,615
|
|
|
2,784
|
|
|
1,865
|
|
|
(169
|
)
|
|
919
|
|
|||||
Net Loss
|
|
$
|
(36,978
|
)
|
|
$
|
(40,459
|
)
|
|
$
|
(138,138
|
)
|
|
$
|
3,481
|
|
|
$
|
97,679
|
|
|
|
Percentage of Total Revenues
|
|
|
|||||||||||
|
|
Year Ended December 31,
|
|
Period-to-Period Change
|
|||||||||||
Consolidated Results of Operations
|
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
|||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compression and related services
|
|
52.4
|
%
|
|
69.6
|
%
|
|
72.2
|
%
|
|
11.7
|
%
|
|
(8.4
|
)%
|
Aftermarket services
|
|
16.2
|
%
|
|
13.6
|
%
|
|
10.7
|
%
|
|
76.0
|
%
|
|
21.0
|
%
|
Equipment sales
|
|
31.4
|
%
|
|
16.7
|
%
|
|
17.1
|
%
|
|
178.5
|
%
|
|
(7.2
|
)%
|
Total revenues
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
48.4
|
%
|
|
(5.1
|
)%
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of compression and related services
|
|
29.0
|
%
|
|
39.6
|
%
|
|
37.6
|
%
|
|
8.7
|
%
|
|
(0.2
|
)%
|
Cost of aftermarket services
|
|
13.2
|
%
|
|
10.9
|
%
|
|
8.1
|
%
|
|
79.4
|
%
|
|
27.2
|
%
|
Cost of equipment sales
|
|
28.1
|
%
|
|
15.0
|
%
|
|
15.7
|
%
|
|
178.6
|
%
|
|
(9.1
|
)%
|
Total cost of revenues
|
|
70.3
|
%
|
|
65.5
|
%
|
|
61.4
|
%
|
|
59.4
|
%
|
|
1.2
|
%
|
Depreciation and amortization
|
|
16.1
|
%
|
|
23.4
|
%
|
|
23.2
|
%
|
|
2.0
|
%
|
|
(4.1
|
)%
|
Impairments and other charges
|
|
0.2
|
%
|
|
—
|
%
|
|
3.3
|
%
|
|
100.0
|
%
|
|
(100.0
|
)%
|
Insurance recoveries
|
|
—
|
%
|
|
(0.8
|
)%
|
|
—
|
%
|
|
(100.0
|
)%
|
|
100.0
|
%
|
Selling, general, and administrative expense
|
|
9.0
|
%
|
|
11.3
|
%
|
|
11.6
|
%
|
|
18.4
|
%
|
|
(7.7
|
)%
|
Goodwill impairment
|
|
—
|
%
|
|
—
|
%
|
|
29.7
|
%
|
|
100.0
|
%
|
|
(100.0
|
)%
|
Interest expense, net
|
|
12.0
|
%
|
|
14.6
|
%
|
|
12.2
|
%
|
|
21.9
|
%
|
|
13.3
|
%
|
Series A Preferred fair value adjustment
|
|
(0.2
|
)%
|
|
(1.2
|
)%
|
|
1.6
|
%
|
|
(75.4
|
)%
|
|
(167.6
|
)%
|
Other (income) expense, net
|
|
0.5
|
%
|
|
(0.1
|
)%
|
|
0.8
|
%
|
|
(1,072.7
|
)%
|
|
(109.1
|
)%
|
Loss before income taxes
|
|
(7.8
|
)%
|
|
(12.7
|
)%
|
|
(43.8
|
)%
|
|
(8.8
|
)%
|
|
(72.4
|
)%
|
Net Loss
|
|
(8.4
|
)%
|
|
(13.7
|
)%
|
|
(44.4
|
)%
|
|
(8.6
|
)%
|
|
(70.7
|
)%
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating activities
|
$
|
30,121
|
|
|
$
|
39,068
|
|
|
$
|
61,444
|
|
Investing activities
|
(103,490
|
)
|
|
(22,753
|
)
|
|
(10,681
|
)
|
|||
Financing activities
|
81,707
|
|
|
(29,334
|
)
|
|
(39,890
|
)
|
|
|
Payments Due
|
||||||||||||||||||||||||||
|
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||||
|
|
(In Thousands)
|
||||||||||||||||||||||||||
Long-term debt
|
|
$
|
645,930
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
295,930
|
|
|
$
|
—
|
|
|
$
|
350,000
|
|
Interest on debt
|
|
242,134
|
|
|
47,542
|
|
|
47,542
|
|
|
47,542
|
|
|
40,445
|
|
|
26,250
|
|
|
32,813
|
|
|||||||
Operating leases
|
|
7,514
|
|
|
3,606
|
|
|
2,934
|
|
|
949
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual cash obligations
(1)
|
|
$
|
895,578
|
|
|
$
|
51,148
|
|
|
$
|
50,476
|
|
|
$
|
48,491
|
|
|
$
|
336,400
|
|
|
$
|
26,250
|
|
|
$
|
382,813
|
|
(1)
|
Amounts exclude other long-term liabilities reflected in our Consolidated Balance Sheet that do not have known cash payment streams. These excluded amounts include approximately
$30.9 million
carrying value of liabilities related to the Preferred Units. The Preferred Units are expected to be serviced with non-cash paid in kind distributions and are currently expected to be satisfied either through conversions to common units or by redemptions for cash at our election. See "
Note G
- Series A Convertible Preferred Units," in the Notes to Consolidated Financial Statements for further discussion.
|
|
|
Expected Maturity Date
|
|
|
|
Fair Market Value
|
||||||||||||||||||
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
|||||||||
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollar fixed rate (in 000s)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
295,930
|
|
|
—
|
|
|
350,000
|
|
|
645,930
|
|
|
598,800
|
|
Interest rate (fixed)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.25
|
%
|
|
|
|
7.50
|
%
|
|
|
|
|
—
|
|
|
|
US Dollar Notional Amount
|
|
Traded Exchange Rate
|
|
Settlement Date
|
||
|
|
(In Thousands)
|
|
|
|
|
||
Forward sale Mexican peso
|
|
$
|
4,783
|
|
|
20.07
|
|
1/17/2019
|
Foreign currency derivative instruments
|
|
Balance Sheet
|
|
Fair Value at
|
||
|
|
Location
|
|
December 31, 2018
|
||
|
|
|
|
(In Thousands)
|
||
Forward sale contracts
|
|
Current assets
|
|
$
|
—
|
|
Forward sale contracts
|
|
Current liabilities
|
|
(98
|
)
|
|
Total
|
|
|
|
$
|
(98
|
)
|
Name
|
|
Age
|
|
Position with CSI Compressco GP
|
Stuart M. Brightman
|
|
62
|
|
Chairman of the Board of Directors
|
Paul D. Coombs
|
|
63
|
|
Independent Director
|
D. Frank Harrison
|
|
71
|
|
Independent Director
|
James R. Larson
|
|
69
|
|
Independent Director
|
Brady M. Murphy
|
|
59
|
|
Director
|
Owen A. Serjeant
|
|
58
|
|
President and Director
|
William D. Sullivan
|
|
61
|
|
Independent Director
|
Elijio V. Serrano
|
|
61
|
|
Chief Financial Officer
|
Ronald J. Foster
|
|
62
|
|
Senior Vice President and Chief Marketing Officer
|
Levent Caglar
|
|
43
|
|
Vice President North America Sales, Compression Services
|
Christopher Liddle
|
|
60
|
|
Vice President of Manufacturing
|
Miguel Luna
|
|
48
|
|
Vice President of Engineered Products Sales & International Operations
|
Name
|
|
Age
|
|
Position with CSI Compressco GP
|
Roy McNiven
|
|
39
|
|
Vice President of Operations
|
Michael E. Moscoso
|
|
53
|
|
Vice President - Finance
|
Bass C. Wallace, Jr.
|
|
60
|
|
General Counsel
|
Joseph J. Meyer
|
|
56
|
|
Treasurer
|
What We Do
|
What We Don’t Do
|
þ
Use performance measures to align pay with performance
þ
The compensation consultant is retained directly by the Compensation Committee and does not provide any services to management
þ
Every member of the Compensation Committee is independent as defined in the listing standards of the NYSE and NASDAQ
þ
We have adopted procedures for grants of equity awards that provide guidelines under which annual and other equity awards may be granted
|
ý
Our insider trading policy prohibits transactions involving short sales, the buying or selling of puts calls or other derivative instruments, and transactions involving certain forms of hedging or monetization
ý
Provide tax gross-ups or executive perquisites
ý
Allow single-trigger severance or change of control agreements
|
•
|
design competitive total compensation programs that enhance our ability to attract and retain knowledgeable and experienced Senior Management;
|
•
|
motivate our Senior Management to deliver outstanding financial performance and meet or exceed general and specific business, operational, and individual performance objectives;
|
•
|
establish salary and annual cash incentive compensation levels that reflect competitive market practices in relevant markets and are generally within the median range for the relevant peer group;
|
•
|
provide long-term incentive compensation opportunities that are consistent with our overall compensation philosophy;
|
•
|
provide a significant percentage of total compensation that is “at risk,” or “variable,” based on predetermined performance measures and objectives; and
|
•
|
ensure that a significant portion of the total compensation package is determined by increases in unitholder value, thus assuring an alignment of Senior Management with our unitholders.
|
•
|
Annual Incentives - performance-based cash incentives for achievement of specified performance objectives on an annual basis.
|
•
|
Performance-Based Unit Awards - performance-based equity incentives that are earned only if specified long-term performance objectives are achieved.
|
•
|
Time-Based Unit Awards - time-based equity compensation, the long-term value of which depends on the market price for CCLP’s common units.
|
•
|
salary and industry-standard benefits,
|
•
|
annual incentive cash compensation tied to key financial and operating results, and
|
•
|
long-term incentive compensation tied to our common unit price and key long-term value drivers.
|
Name
|
|
Title
|
|
Effective Date
|
|
Base Salary
|
||
Owen Serjeant
|
|
President
|
|
11/20/2017
|
|
$
|
410,000
|
|
Levent Caglar
|
|
Vice President North America Sales, Compression Services
|
|
5/13/2017
|
|
249,000
|
|
|
Ronald J. Foster
|
|
Sr. Vice President & Chief Marketing Officer
|
|
4/1/2017
|
|
325,000
|
|
|
Miguel A. Luna
|
|
Vice President, Engineered Products Sales and International Operations
|
|
1/20/2018
|
|
195,500
|
|
|
C. Brad Benge
|
|
Vice President of Operations
|
|
4/1/2017
|
|
240,000
|
|
|
Target Amount of Award Opportunity
|
Weight of Metric
|
% of Target Achieved
|
Weighted % Earned
|
Amount of Award Earned
|
||||
Owen A. Serjeant
|
$
|
287,000
|
|
|
|
|
|
||
Distributable Cash Flow
|
|
50.0%
|
91.8%
|
35.7%
|
$
|
102,488
|
|
||
Adjusted EBITDA
|
|
20.0%
|
96.2%
|
17.4%
|
$
|
49,795
|
|
||
IPOs
|
|
30.0%
|
30.0%
|
30.0%
|
$
|
86,100
|
|
||
|
|
100.0%
|
|
|
$
|
238,382
|
|
|
Target Amount of Award Opportunity
|
Weight of Metric
|
% of Target Achieved
|
Weighted % Earned
|
Amount of Award Earned
|
||||
Levent Caglar
|
$
|
87,150
|
|
|
|
|
|
||
Distributable Cash Flow
|
|
45.0%
|
91.8%
|
32.1%
|
$
|
28,010
|
|
||
Adjusted EBITDA
|
|
15.0%
|
96.2%
|
13.0%
|
$
|
11,338
|
|
||
IPOs
|
|
40.0%
|
40.0%
|
40.0%
|
$
|
34,860
|
|
||
|
|
100.0%
|
|
|
$
|
74,208
|
|
|
Target Amount of Award Opportunity
|
Weight of Metric
|
% of Target Achieved
|
Weighted % Earned
|
Amount of Award Earned
|
||||
Ronald J. Foster
|
$
|
146,250
|
|
|
|
|
|
||
Distributable Cash Flow
|
|
50.0%
|
91.8%
|
35.7%
|
$
|
52,226
|
|
||
Adjusted EBITDA
|
|
20.0%
|
96.2%
|
17.4%
|
$
|
25,374
|
|
||
IPOs
|
|
30.0%
|
30.0%
|
30.0%
|
$
|
43,875
|
|
||
|
|
100.0%
|
|
|
$
|
121,475
|
|
|
Target Amount of Award Opportunity
|
Weight of Metric
|
% of Target Achieved
|
Weighted % Earned
|
Amount of Award Earned
|
||||
Miguel A. Luna
|
$
|
79,010
|
|
|
|
|
|
||
Distributable Cash Flow
|
|
45.0%
|
91.8%
|
32.1%
|
$
|
25,394
|
|
||
Adjusted EBITDA
|
|
15.0%
|
96.2%
|
13.0%
|
$
|
10,279
|
|
||
IPOs
|
|
40.0%
|
40.0%
|
40.0%
|
$
|
31,604
|
|
||
|
|
100.0%
|
|
|
$
|
67,277
|
|
|
Target Amount of Award Opportunity
|
Weight of Metric
|
% of Target Achieved
|
Weighted % Earned
|
Amount of Award Earned
|
||||
C. Brad Benge
|
$
|
84,000
|
|
|
|
|
|
||
Distributable Cash Flow
|
|
45.0%
|
91.8%
|
32.1%
|
$
|
26,998
|
|
||
Adjusted EBITDA
|
|
15.0%
|
96.2%
|
13.0%
|
$
|
10,928
|
|
||
IPOs
|
|
40.0%
|
40.0%
|
40.0%
|
$
|
33,600
|
|
||
|
|
100.0%
|
|
|
$
|
71,526
|
|
Component of LTI Program
|
Terms
|
Alignment with Compensation Principles
|
Performance Phantom Units
(50% of LTI mix)
|
3-year performance period
Target award amounts denominated in units
Payout range is 0% to 200% of target award
Performance determined by pre-established 3-year financial metric approved by the Compensation Committee and the Board of our general partner
|
Long-term, performance-based phantom units work in conjunction with annual awards of time-based units to provide us with increased retention value and reward participants for both improved financial results and improvement in the market price for our units.
|
Time-Based Phantom Units
(50% of LTI mix)
|
Units vest in equal installments over 3-year period, subject to continued service
|
Time-based phantom units are a key element in aligning our Senior Management's interests with those of our unitholders.
|
|
|
Number of
Time-Based
Phantom Units
|
|
Number of Performance-Based Phantom Units
|
|
Aggregate Grant
Date Fair Value
Of Unit Awards
|
||||
Owen Serjeant
|
|
47,771
|
|
|
47,771
|
|
|
$
|
737,584
|
|
Levent Caglar
|
|
10,351
|
|
|
10,351
|
|
|
$
|
159,819
|
|
Ronald J. Foster
|
|
6,370
|
|
|
6,370
|
|
|
$
|
98,353
|
|
Miguel A. Luna
|
|
6,370
|
|
|
6,370
|
|
|
$
|
98,353
|
|
C. Brad Benge
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Median employee total annual compensation
|
$77,305
|
Mr. Serjeant's total annual compensation
|
$1,387,682
|
Ratio of President to median employee compensation
|
18.0 to 1
|
•
|
We determined that our employee population as of December 31, 2018, consisted of approximately 749 full- and part-time employees located in the U.S. and Canada (we do not have temporary or seasonal workers).
|
•
|
We selected December 31, 2018 as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner.
|
•
|
For our employees located in Canada and paid in Canadian currency, we converted each such employee's total annual compensation as of December 31, 2018 to U.S. dollars; however, we did not make any cost of living adjustments with respect to either Canadian or U.S. employees.
|
Name and Principal Position
|
|
Year
|
|
Salary
|
|
Bonus
|
|
Unit Awards
(1)
|
|
Non-Equity
Incentive Plan Comp. |
|
All Other Comp.
(2)
|
|
Total
|
||||||||||||
|
|
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
||||||||||||
Owen A. Serjeant
(3)
|
|
2018
|
|
$
|
410,000
|
|
|
$
|
—
|
|
|
$
|
737,584
|
|
|
$
|
238,382
|
|
|
$
|
1,715
|
|
|
$
|
1,387,681
|
|
President
|
|
2017
|
|
39,423
|
|
|
—
|
|
|
500,000
|
|
|
—
|
|
|
—
|
|
|
539,423
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Elijio V. Serrano
|
|
2018
|
|
(4
|
)
|
|
(4
|
)
|
|
$
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
$
|
—
|
|
||||
Chief Financial Officer
|
|
2017
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
||||||
|
|
2016
|
|
(4
|
)
|
|
(4
|
)
|
|
225,628
|
|
|
(4
|
)
|
|
(4
|
)
|
|
225,628
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Levent Caglar
|
|
2018
|
|
$
|
249,000
|
|
|
$
|
—
|
|
|
$
|
159,819
|
|
|
$
|
74,208
|
|
|
$
|
13,491
|
|
|
$
|
496,518
|
|
VP NA Sales, Comp. Serv.
|
|
2017
|
|
226,330
|
|
|
—
|
|
|
120,684
|
|
|
36,071
|
|
|
10,721
|
|
|
393,806
|
|
||||||
|
|
2016
|
|
183,011
|
|
|
—
|
|
|
95,003
|
|
|
—
|
|
|
33,075
|
|
|
311,089
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ronald J. Foster
|
|
2018
|
|
$
|
325,000
|
|
|
$
|
—
|
|
|
$
|
98,353
|
|
|
$
|
121,475
|
|
|
$
|
16,325
|
|
|
$
|
561,153
|
|
SVP, Chief Marketing Officer
|
|
2017
|
|
316,250
|
|
|
—
|
|
|
60,342
|
|
|
52,972
|
|
|
126,516
|
|
|
556,080
|
|
||||||
|
|
2016
|
|
300,813
|
|
|
—
|
|
|
71,261
|
|
|
—
|
|
|
60,329
|
|
|
432,403
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Miguel A. Luna
(5)
|
|
2018
|
|
$
|
222,850
|
|
|
$
|
—
|
|
|
$
|
98,353
|
|
|
$
|
67,277
|
|
|
$
|
10,409
|
|
|
$
|
398,889
|
|
VP EPS and Int'l Operations
|
|
2017
|
|
203,657
|
|
|
—
|
|
|
30,003
|
|
|
31,146
|
|
|
4,114
|
|
|
268,920
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
C. Brad Benge
(6)
|
|
2018
|
|
$
|
240,000
|
|
|
$
|
200,000
|
|
|
$
|
—
|
|
|
$
|
71,526
|
|
|
$
|
20,135
|
|
|
$
|
531,661
|
|
VP of Operations
|
|
2017
|
|
233,538
|
|
|
100,000
|
|
|
150,855
|
|
|
34,768
|
|
|
76,338
|
|
|
595,499
|
|
||||||
|
|
2016
|
|
225,231
|
|
|
—
|
|
|
142,505
|
|
|
—
|
|
|
16,290
|
|
|
384,026
|
|
(1)
|
The amounts included in the “Unit Awards” column reflect the aggregate grant date fair value of awards granted during the fiscal years ended December 31, 2018, 2017, and 2016, as applicable, in accordance with FASB ASC Topic 718. The grant date fair value of performance phantom unit awards granted in each year are reported based on the probable outcome of the performance conditions on the grant date. The value of the 2018 performance phantom unit awards assuming achievement of the maximum performance level would be: Mr. Serjeant, $737,584; Mr. Caglar, $159,819; Mr. Foster, $98,353; and Mr. Luna, $98,353. Phantom unit awards and performance phantom unit awards granted under the CSI Compressco equity plan on February 24, 2018 relate to our common units and are valued at $7.72 per common unit in accordance with FASB ASC Topic 718. Each phantom unit award granted on February 24, 2018 was granted in tandem with distribution equivalent rights (“DERs”) that entitle the award holder to receive an additional number of units equal in value to any distributions we pay during the period the award is outstanding times the number of units subject to the award.
|
(2)
|
The amounts reflected represent: (i) matching contributions under our 401(k) Retirement Plan; (ii) for Messrs. Benge, Caglar, Foster, and Luna, the value of distribution equivalent rights settled in connection with the vesting of unit awards that relate to CSI Compressco's common units, which was $11,114 for Mr. Benge,$5,611 for Mr. Caglar, $8,480 for Mr. Foster, and $3,804 for Mr. Luna in 2018; and (iii) for Messrs. Benge, Foster, and Luna, a car allowance or the use of a company-owned vehicle.
|
(3)
|
Mr. Serjeant was first employed by us on November 20, 2017. Prior period information is not applicable.
|
(4)
|
The compensation of Mr. Serrano, the Sr. Vice President and Chief Financial Officer of TETRA, is determined by TETRA. As noted above, no compensation has been reported for Mr. Serrano other than a grant of phantom unit awards in 2016 because none of his compensation is specifically allocated to us and no portion payable by us under the Omnibus Agreement is specifically allocated to the services provided to us by Mr. Serrano. The phantom units awarded to Mr. Serrano in 2016 are also included in the Summary Compensation Table of TETRA's Proxy.
|
(5)
|
Mr. Luna was appointed to the position of Vice President, Engineered Products Sales and International Operations in May 2017. Prior period information is not applicable.
|
(6)
|
The amount included in the "Bonus" column for Mr. Benge in 2018 is the second of two cash retention awards payable to Mr. Benge under the terms of the cash retention award letter dated May 15, 2017. The first payment under such letter, in the amount of $100,000, was paid to Mr. Benge in 2017. Mr. Benge, who had previously notified us of his intent to retire, resigned from his position as Vice President of Operations on October 1, 2018, and remained employed by us as a senior adviser, assisting with the transition of duties to his successor, until February 2, 2019.
|
|
|
|
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
(1)
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
(2)
|
|
All Other Stock Awards: Number of Units
|
|
Grant Date Fair Value of Stock and Option Awards
(3)
|
||||||||||||||||
Name
|
|
Grant Date
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
|
||||||||||
|
|
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
($)
|
||||||||
Owen A. Serjeant
|
|
2/22/2018
|
(1)
|
$
|
86,100
|
|
|
$
|
287,000
|
|
|
$
|
574,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/24/2018
|
(4)
|
|
|
|
|
|
|
4,777
|
|
47,771
|
|
95,542
|
|
|
|
$
|
368,792
|
|
||||||
|
|
2/24/2018
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
47,771
|
|
$
|
368,792
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Elijio V. Serrano
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Levent Caglar
|
|
2/22/2018
|
(1)
|
$
|
26,145
|
|
|
$
|
87,150
|
|
|
$
|
174,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/24/2018
|
(4)
|
|
|
|
|
|
|
|
|
1,035
|
|
10,351
|
|
20,702
|
|
|
|
$
|
79,910
|
|
||||
|
|
2/24/2018
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
10,351
|
|
$
|
79,910
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ronald J. Foster
|
|
2/22/2018
|
(1)
|
$
|
43,875
|
|
|
$
|
146,250
|
|
|
$
|
292,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/24/2018
|
(4)
|
|
|
|
|
|
|
637
|
|
6,370
|
|
12,740
|
|
|
|
$
|
49,176
|
|
||||||
|
|
2/24/2018
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
6,370
|
|
$
|
49,176
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Miguel A. Luna
|
|
2/22/2018
|
(1)
|
$
|
23,703
|
|
|
$
|
79,010
|
|
|
$
|
158,020
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
2/24/2018
|
(4)
|
|
|
|
|
|
|
637
|
|
6,370
|
|
12,740
|
|
|
|
$
|
49,176
|
|
||||||
|
|
2/24/2018
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
6,370
|
|
$
|
49,176
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
C. Brad Benge
|
|
2/22/2018
|
(1)
|
$
|
25,200
|
|
|
$
|
84,000
|
|
|
$
|
168,000
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The estimated possible payouts under non-equity incentive plan awards granted on February 22, 2018 are the threshold, target, and maximum amounts of the annual cash incentive granted for 2018 performance under TETRA’s Cash Incentive Compensation Plan. The actual amounts of annual cash incentive earned for 2018 performance, but unpaid as of the date of this filing, are as follows: Mr. Serjeant, $238,382; Mr. Caglar, $74,208; Mr. Foster, $121,475; Mr. Luna, $67,277; and Mr. Benge, $71,526.
|
(2)
|
The equity incentive plan awards granted on February 24, 2018 are the threshold, target, and maximum numbers of our common units that may be earned under performance phantom unit awards granted under the CSI Compressco equity plan. "Threshold" is the lowest possible payout (10% of the award) and "maximum" is the highest possible payout (200% of the award).
|
(3)
|
The FASB ASC Topic 718 value of the phantom unit and performance phantom unit awards granted under the CSI Compressco equity plan on February 24, 2018 is $7.72 per unit. Performance phantom units are shown at target value.
|
(4)
|
Performance phantom unit awards granted on February 24, 2018 may be earned under the CSI Compressco equity plan based on the level of achievement of the cumulative distributable cash flow performance objective for the three-year performance period ending on December 31, 2020. Each performance phantom unit award was granted in tandem with DERs that entitle the award holder to receive an additional number of units equal in value to any distributions we pay during the period the award is outstanding times the number of units subject to the award.
|
(5)
|
Phantom unit awards granted under the CSI Compressco equity plan on February 24, 2018 vest over a three-year period at a rate of one-third per year beginning on the first anniversary date of the award based on continued employment over such three-year period.
|
|
|
Option Awards
(1)
|
|
Unit Awards
|
||||||||||||||||||||
|
|
Number of Securities
Underlying
Unexercised Options
|
|
Option Exercise Price
|
|
Option Expiration Date
|
|
Number of Units that Have Not Vested
|
|
Market Value of Units that Have Not Vested
(2)
|
|
Equity Incentive Plan Awards: Number of Unearned Units that Have Not Vested
(3)
|
|
Equity Incentive Plan Awards: Market Value or Payout Value of Unearned Units that Have Not Vested
(3)
|
||||||||||
Name
|
|
Options Exercisable
|
|
Options Unexercisable
|
|
|
|
|
|
|
||||||||||||||
|
|
(#)
|
|
(#)
|
|
($/Share)
|
|
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
||||||||
Owen A. Serjeant
|
|
|
|
|
|
|
|
|
|
94,697
|
(4)
|
$
|
219,697
|
|
|
|
|
|
||||||
Owen A. Serjeant
|
|
|
|
|
|
|
|
|
|
47,771
|
(5)
|
$
|
110,829
|
|
|
47,771
|
(6)
|
$
|
110,829
|
|
||||
Elijio V. Serrano
(7)
|
|
|
|
|
|
|
|
|
|
0
|
|
$
|
—
|
|
|
0
|
|
$
|
—
|
|
||||
Levent Caglar
|
|
|
|
|
|
|
|
|
|
1,894
|
(8)
|
$
|
4,394
|
|
|
|
|
|
||||||
Levent Caglar
|
|
|
|
|
|
|
|
|
|
3,739
|
(9)
|
$
|
8,674
|
|
|
5,608
|
(10)
|
$
|
13,011
|
|
||||
Levent Caglar
|
|
|
|
|
|
|
|
|
|
10,351
|
(5)
|
$
|
24,014
|
|
|
10,351
|
(6)
|
$
|
24,014
|
|
||||
Ronald J. Foster
|
|
31,500
|
|
|
—
|
|
|
$
|
4.17
|
|
|
4/9/2019
|
|
|
|
|
|
|
|
|
||||
Ronald J. Foster
|
|
14,500
|
|
|
—
|
|
|
$
|
10.20
|
|
|
5/20/2020
|
|
|
|
|
|
|
|
|
||||
Ronald J. Foster
|
|
|
|
|
|
|
|
|
|
1,421
|
(8)
|
$
|
3,297
|
|
|
|
|
|
||||||
Ronald J. Foster
|
|
|
|
|
|
|
|
|
|
1,870
|
(9)
|
$
|
4,338
|
|
|
2,804
|
(10)
|
$
|
6,505
|
|
||||
Ronald J. Foster
|
|
|
|
|
|
|
|
|
|
6,370
|
(5)
|
$
|
14,778
|
|
|
6,370
|
(6)
|
$
|
14,778
|
|
||||
Miguel A. Luna
|
|
|
|
|
|
|
|
|
|
1,497
|
(8)
|
$
|
3,473
|
|
|
|
|
|
|
|||||
Miguel A. Luna
|
|
|
|
|
|
|
|
|
|
1,870
|
(9)
|
$
|
4,338
|
|
|
|
|
|
|
|||||
Miguel A. Luna
|
|
|
|
|
|
|
|
|
|
6,370
|
(5)
|
$
|
14,778
|
|
|
6,370
|
(6)
|
$
|
14,778
|
|
||||
C. Brad Benge
|
|
|
|
|
|
|
|
|
|
2,841
|
(8)
|
$
|
6,591
|
|
|
|
|
|
||||||
C. Brad Benge
|
|
|
|
|
|
|
|
|
|
4,674
|
(9)
|
$
|
10,844
|
|
|
7,010
|
(10)
|
$
|
16,263
|
|
(1)
|
All outstanding option awards relate to TETRA’s common stock. Under the terms of TETRA’s equity plans, the option exercise price must be greater than or equal to 100% of the closing price of the common stock on the date of grant.
|
(2)
|
All outstanding unit awards relate to our common units. Market value is determined by multiplying the number of units that have not vested by $2.32, the closing price of our common units on December 31, 2018.
|
(3)
|
The number of units earned under these performance phantom unit awards will be determined based on actual level of achievement of an established performance objective. The amounts shown in these columns assume achievement of the target performance objective. Market value is determined by multiplying the target number of unearned units that have not vested by $2.32, the closing price of our common units on December 31, 2018.
|
(4)
|
One-third of the phantom unit award granted on November 20, 2017 vested on November 20, 2018; the remaining one-third portions will vest on November 20, 2019, and November 20, 2020.
|
(5)
|
One-third of the unvested phantom unit award granted on February 24, 2018 vested on February 24, 2019; the remaining one-third portions will vest on February 24, 2020, and February 24, 2021.
|
(6)
|
The performance phantom unit award for the performance period of January 1, 2018 through December 31, 2020 may be settled pursuant to the terms of the award in March of 2021 if applicable performance objectives are met. The number of units shown is the target number of units that may be issued under the award.
|
(7)
|
The table above includes only the outstanding equity awards held by Mr. Serrano in the Partnership. Outstanding equity awards held by Mr. Serrano in TETRA will be reflected in TETRA’s 2019 Proxy Statement.
|
(8)
|
The remaining one-third portion of the unvested phantom unit award granted on May 2, 2016 will vest on May 2, 2019.
|
(9)
|
One-third portions of the unvested phantom unit award granted on February 22, 2017 will vest on February 22, 2019, and February 22, 2020.
|
(10)
|
The performance phantom unit award for the performance period of January 1, 2017 through December 31, 2019 may be settled pursuant to the terms of the award in March of 2020 if applicable performance objectives are met. The number of units shown is the target number of units that may be issued under the award.
|
|
|
Option Awards
|
|
Unit Awards
(1)
|
||||||||||
Name
|
|
Number of Shares
Acquired on Exercise |
|
Value
Realized on Exercise |
|
Number of Units Acquired on Vesting
|
|
Value
Realized on Vesting |
||||||
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
||||||
Owen A. Serjeant
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Elijio V. Serrano
(2)
|
|
—
|
|
|
$
|
—
|
|
|
10,636
|
|
|
$
|
77,856
|
|
Levent Caglar
|
|
—
|
|
|
$
|
—
|
|
|
5,488
|
|
|
$
|
41,283
|
|
Ronald J. Foster
|
|
—
|
|
|
$
|
—
|
|
|
4,763
|
|
|
$
|
35,493
|
|
Miguel A. Luna
|
|
—
|
|
|
$
|
—
|
|
|
2,946
|
|
|
$
|
21,629
|
|
C. Brad Benge
|
|
—
|
|
|
$
|
—
|
|
|
7,578
|
|
|
$
|
56,932
|
|
(1)
|
Includes the number and value of units issued pursuant to DERs settled in tandem with phantom unit awards.
|
(2)
|
The table above reflects only the activity of Mr. Serrano with respect to equity awards granted by the Partnership. Any activity with respect to TETRA’s equity awards will be reflected in TETRA’s 2019 Proxy Statement.
|
Name
|
|
Cash Severance Payment
|
|
Bonus Payment
|
|
Accelerated Vesting of Unit Awards
(1)
|
|
Continuation of Health Benefits
|
|
Total
|
||||||||||
Owen A. Serjeant
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Death/disability
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
441,354
|
|
|
$
|
—
|
|
|
$
|
441,354
|
|
Retirement
|
|
—
|
|
|
—
|
|
|
441,354
|
|
|
—
|
|
|
441,354
|
|
|||||
Termination for Cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Termination for no cause or good reason
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Qualifying termination/change of control
(2)
|
|
1,394,000
|
|
|
238,382
|
|
|
441,354
|
|
|
34,973
|
|
|
2,108,709
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Levent Caglar
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Death/disability
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
74,108
|
|
|
$
|
—
|
|
|
$
|
74,108
|
|
Retirement
|
|
—
|
|
|
—
|
|
|
74,108
|
|
|
—
|
|
|
74,108
|
|
|||||
Termination for Cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Termination for no cause or good reason
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Qualifying termination/change of control
(2)
|
|
—
|
|
|
—
|
|
|
74,108
|
|
|
—
|
|
|
74,108
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ronald J. Foster
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Death/disability
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
43,697
|
|
|
$
|
—
|
|
|
$
|
43,697
|
|
Retirement
|
|
—
|
|
|
—
|
|
|
43,697
|
|
|
—
|
|
|
43,697
|
|
|||||
Termination for Cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Termination for no cause or good reason
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Qualifying termination/change of control
(2)
|
|
942,500
|
|
|
121,475
|
|
|
43,697
|
|
|
45,812
|
|
|
1,153,484
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Cash Severance Payment
|
|
Bonus Payment
|
|
Accelerated Vesting of Unit Awards
(1)
|
|
Continuation of Health Benefits
|
|
Total
|
||||||||||
Miguel A. Luna
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Death/disability
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37,368
|
|
|
$
|
—
|
|
|
$
|
37,368
|
|
Retirement
|
|
—
|
|
|
—
|
|
|
37,368
|
|
|
—
|
|
|
37,368
|
|
|||||
Termination for Cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Termination for no cause or good reason
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Qualifying termination/change of control
(2)
|
|
—
|
|
|
—
|
|
|
37,368
|
|
|
—
|
|
|
37,368
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
C. Brad Benge
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Death/disability
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33,698
|
|
|
$
|
—
|
|
|
$
|
33,698
|
|
Retirement
|
|
—
|
|
|
—
|
|
|
33,698
|
|
|
—
|
|
|
33,698
|
|
|||||
Termination for Cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Termination for no cause or good reason
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Qualifying termination/change of control
(2)
|
|
—
|
|
|
—
|
|
|
33,698
|
|
|
—
|
|
|
33,698
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Our Second Amended and Restated 2011 Long Term Incentive Plan allows acceleration upon termination following a change of control and upon death, disability, or retirement at the discretion of our Board of Directors (with regard to Named Executive Officers). Under the terms of COC Agreements with Messrs. Serjeant and Foster, acceleration would automatically occur upon a qualifying termination of employment following a change of control. The value of accelerated unit awards is calculated by multiplying the number of accelerated units by $2.32, the closing price of our common units on December 31, 2018.
|
(2)
|
Pursuant to the terms of Change of Control Agreements with Messrs. Serjeant and Foster, amounts shown represent a multiple of base salary plus target annual cash bonus, payment of the earned portion of annual bonuses for the 2018 performance period, acceleration of outstanding unit awards, and provision of health benefits through December 31, 2020.
|
Name
|
|
Fees Earned or Paid in Cash
(1)
|
|
Unit Awards
(2)
|
|
All Other
Compensation
|
|
Total
|
|
||||||||
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
||||||||
Stuart M. Brightman
|
|
$
|
—
|
|
(3)
|
$
|
—
|
|
(3)
|
$
|
—
|
|
(3)
|
$
|
—
|
|
(3)
|
Paul D. Coombs
|
|
60,000
|
|
|
59,116
|
|
|
—
|
|
|
119,116
|
|
|
||||
D. Frank Harrison
|
|
60,000
|
|
|
64,043
|
|
|
—
|
|
|
124,043
|
|
|
||||
James R. Larson
|
|
60,000
|
|
|
68,969
|
|
|
—
|
|
|
128,969
|
|
|
||||
Brady M. Murphy
|
|
—
|
|
(3)
|
—
|
|
(3)
|
—
|
|
(3)
|
—
|
|
(3)
|
||||
Owen A. Serjeant
|
|
—
|
|
(3)
|
—
|
|
(3)
|
—
|
|
(3)
|
—
|
|
(3)
|
||||
William D. Sullivan
|
|
60,000
|
|
|
59,116
|
|
|
—
|
|
|
119,116
|
|
|
(1)
|
The amounts in this column reflect payments earned for service as a non-employee director during 2018.
|
(2)
|
Phantom units granted on May 6, 2018 are valued at $7.32 per common unit in accordance with FASB ASC Topic 718.
|
(3)
|
Messrs. Brightman, Murphy, and Serjeant did not receive compensation for their service as directors during 2018 since they are employees of our general partner or TETRA.
|
Name and Business Address of Beneficial Owner
|
|
Common Units Beneficially Owned
|
|
|
|
Percentage
of Class
(1)
|
||
|
|
|
|
|
|
|
||
TETRA Technologies, Inc.
24955 Interstate 45 North
The Woodlands, Texas 77380
|
|
16,003,986
|
|
|
(2)
|
|
38.9
|
%
|
OppenheimerFunds, Inc.
225 Liberty Street
New York, New York 10281
|
|
5,595,493
|
|
|
(3)
|
|
12.5
|
%
|
Goldman Sachs Asset Management
200 West Street New York, New York 10282 |
|
3,282,123
|
|
|
(4)
|
|
7.3
|
%
|
Stuart M. Brightman
|
|
43,097
|
|
|
|
|
*
|
|
Elijio Serrano
|
|
8,046
|
|
|
|
|
*
|
|
Owen A. Serjeant
|
|
279,607
|
|
|
|
|
*
|
|
Paul D. Coombs
|
|
41,752
|
|
|
|
|
*
|
|
D. Frank Harrison
|
|
42,198
|
|
|
|
|
*
|
|
James R. Larson
|
|
49,041
|
|
|
|
|
*
|
|
Brady M. Murphy
|
|
—
|
|
|
|
|
*
|
|
William D. Sullivan
|
|
56,521
|
|
|
|
|
*
|
|
C. Brad Benge
|
|
30,045
|
|
|
|
|
*
|
|
Ronald J. Foster
|
|
118,364
|
|
|
|
|
*
|
|
Levent Caglar
|
|
66,161
|
|
|
|
|
*
|
|
Director and executive officers as a group (17 persons)
|
|
931,637
|
|
|
|
|
2.0
|
%
|
*
|
Less than 1%.
|
(1)
|
Reflects common units beneficially owned as a percentage of common units outstanding.
|
(2)
|
The common units beneficially owned by TETRA Technologies, Inc. are directly held of record by our general partner, CSI Compressco Investment, LLC, and TETRA International Incorporated, each a wholly owned subsidiary of TETRA Technologies, Inc. Each of our general partner and TETRA International Incorporated has sole voting and investment power over the common units held by them. As a result, TETRA Technologies, Inc. has indirect, sole voting and investment power over the common units held by our general partner and TETRA International Incorporated.
|
(3)
|
Pursuant to a Schedule 13G/A dated January 24, 2019, Oppenheimer Funds, Inc. reports shared voting power and shared dispositive power with respect to 5,595,493 of our common units.
|
(4)
|
Pursuant to a Schedule 13G/A dated February 6, 2019, Goldman Sachs Asset Management, L.P., together with GS Investment Strategies, LLC, report shared voting power and shared dispositive power with respect to 3,321,123 of our common units.
|
Name of Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership
|
|
|
|
Percentage of Class
|
||
Stuart M. Brightman
|
|
2,213,936
|
|
|
(1)
|
|
1.8
|
%
|
Elijio Serrano
|
|
1,195,520
|
|
|
(2)
|
|
*
|
|
Owen A. Serjeant
|
|
—
|
|
|
|
|
*
|
|
Paul D. Coombs
|
|
925,552
|
|
|
|
|
*
|
|
D. Frank Harrison
|
|
—
|
|
|
|
|
*
|
|
James R. Larson
|
|
—
|
|
|
|
|
*
|
|
Brady M. Murphy
|
|
825,372
|
|
|
|
|
*
|
|
William D. Sullivan
|
|
191,624
|
|
|
|
|
*
|
|
C. Brad Benge
|
|
—
|
|
|
|
|
*
|
|
Miguel A. Luna
|
|
—
|
|
|
|
|
*
|
|
Ronald J. Foster
|
|
52,601
|
|
|
(3)
|
|
*
|
|
Levent Caglar
|
|
—
|
|
|
|
|
*
|
|
Director and executive officers as a group (17 persons)
|
|
6,020,417
|
|
|
(4)
|
|
4.8
|
%
|
*
|
Less than 1%.
|
(1)
|
Includes 877,628 shares subject to options exercisable within 60 days of
March 1, 2019
.
|
(2)
|
Includes 417,739 shares subject to options exercisable within 60 days of
March 1, 2019
.
|
(3)
|
Includes 46,000 shares subject to options exercisable within 60 days of
March 1, 2019
.
|
(4)
|
Includes 1,610,334 shares subject to options exercisable within 60 days of
March 1, 2019
.
|
Plan Category
|
|
Number of Securities
to be Issued upon Exercise of Outstanding Options,
Warrants or Rights
|
|
|
|
Weighted Average
Exercise Price of Outstanding Options,
Warrants, or Rights
|
|
Number of Securities
Remaining Available for Future Issuance under Equity Comp. Plans (Excluding Securities
Shown in the First Column)
|
||||
Equity compensation plans approved by security holders
|
|
—
|
|
|
|
|
$
|
—
|
|
|
—
|
|
Equity compensation plans not approved by security holders
(1)
|
|
492,088
|
|
|
(2)
|
|
$
|
—
|
|
|
3,887,596
|
|
Total:
|
|
492,088
|
|
|
|
|
$
|
—
|
|
|
3,887,596
|
|
(1)
|
Consists of the Second Amended and Restated 2011 Long Term Incentive Plan. Please read "Item 11. Executive Compensation" of this Annual Report on Form 10-K for additional information regarding the Second Amended and Restated 2011 Long Term Incentive Plan.
|
(2)
|
Represents phantom unit awards and performance phantom unit awards outstanding under the Second Amended and Restated 2011 Long Term Incentive Plan. These phantom unit awards and performance phantom unit awards do not have an exercise price.
|
•
|
Pursuant to an equipment sharing agreement between two of our subsidiaries and a subsidiary of TETRA in connection with operations in Mexico, TETRA’s subsidiary charged our subsidiaries equipment rental amounts of approximately
$0.2 million
during
2018
. In addition, another TETRA subsidiary charged our subsidiaries
$0.3 million
during
2018
for parts and insurance coverage purchased for use by our subsidiaries in Mexico and for reimbursement to a TETRA subsidiary for certain capital expenditures.
|
•
|
In addition to the foregoing, we also provide early production services to a customer in Argentina. Two subsidiaries of TETRA charged a subsidiary of ours in Argentina approximately
$2.1 million
during
2018
for equipment that is leased, and other equipment that is subleased, along with associated technical service charges, from TETRA's subsidiary to our subsidiary in Argentina related to those operations.
In connection with our operations in Argentina, our subsidiary invoiced another subsidiary of TETRA for reimbursement of expenses incurred on behalf of TETRA's subsidiary of approximately
$0.2 million
during
2018
.
|
|
|
2018
|
|
2017
|
||||
Audit fees
|
|
$
|
920,000
|
|
|
$
|
1,753,000
|
|
Audit related fees
|
|
—
|
|
|
—
|
|
||
Tax fees
|
|
—
|
|
|
—
|
|
||
Total fees
|
|
$
|
920,000
|
|
|
$
|
1,753,000
|
|
1.
|
Financial Statements of the Partnership
|
|
|
|
Page
|
|
Reports of Independent Registered Public Accounting Firm
|
F-1
|
|
Consolidated Balance Sheets at December 31, 2018 and 2017
|
F-3
|
|
Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016
|
F-4
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016
|
F-5
|
|
Consolidated Statements of Partners’ Capital for the years ended December 31, 2018, 2017 and 2016
|
F-6
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016
|
F-7
|
|
Notes to Consolidated Financial Statements
|
F-8
|
2.
|
Financial statement schedules have been omitted as they are not required, are not applicable, or the required information is included in the financial statements or notes thereto.
|
|
3.
|
List of Exhibits
|
3.1
|
|
3.2
|
|
3.3
|
|
3.4
|
|
3.5
|
|
3.6
|
|
3.7
|
|
3.8
|
|
3.9
|
|
3.10
|
|
3.11
|
3.12
|
|
4.1
|
|
4.2
|
|
4.3
|
|
4.4
|
|
4.5
|
|
4.6
|
|
4.7
|
|
4.8
|
|
10.1
|
|
10.2
|
|
10.3***
|
|
10.4***
|
|
10.5***
|
|
10.6
|
|
10.7***
|
|
10.8
|
|
10.9
|
|
10.11
|
|
10.12
|
+
|
Filed with this report.
|
**
|
Furnished with this report.
|
***
|
Management contract or compensatory plan or arrangement.
|
++
|
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 years ended December 31,
2018
,
2017
and
2016
; (ii) Consolidated Balance Sheets as of December 31,
2018
and December 31,
2017
; (iii) Consolidated Statements of Partners’ Capital/Net Parent Equity for the years ended December 31,
2018
,
2017
and
2016
; (iv) Consolidated Statements of Comprehensive Income for the years ended December 31,
2018
,
2017
and
2016
; (v) Consolidated Statements of Cash Flows for the years ended December 31,
2018
,
2017
and
2016
; and (vi) Notes to Consolidated Financial Statements for the year ended December 31,
2018
.
|
|
|
CSI COMPRESSCO LP
|
|
|
|
By:
|
CSI Compressco GP Inc.,
|
|
|
|
its general partner
|
Date:
|
March 4, 2019
|
By:
|
/s/Owen A. Serjeant
|
|
|
|
Owen A. Serjeant, President
|
|
|
|
(Principal Executive Officer)
|
Signature
|
Title
|
Date
|
/s/Stuart M. Brightman
|
Chairman of
|
March 4, 2019
|
Stuart M. Brightman
|
the Board of Directors
|
|
|
|
|
/s/Owen A. Serjeant
|
President and Director
|
March 4, 2019
|
Owen A. Serjeant
|
(Principal Executive Officer)
|
|
|
|
|
/s/Elijio V. Serrano
|
Chief Financial Officer
|
March 4, 2019
|
Elijio V. Serrano
|
(Principal Financial Officer)
|
|
|
|
|
/s/Michael E. Moscoso
|
Vice President - Finance
|
March 4, 2019
|
Michael E. Moscoso
|
(Principal Accounting Officer)
|
|
|
|
|
/s/Paul D. Coombs
|
Director
|
March 4, 2019
|
Paul D. Coombs
|
|
|
|
|
|
/s/D. Frank Harrison
|
Director
|
March 4, 2019
|
D. Frank Harrison
|
|
|
|
|
|
/s/James R. Larson
|
Director
|
March 4, 2019
|
James R. Larson
|
|
|
|
|
|
/s/Brady M. Murphy
|
Director
|
March 4, 2019
|
Brady M. Murphy
|
|
|
|
|
|
/s/William D. Sullivan
|
Director
|
March 4, 2019
|
William D. Sullivan
|
|
|
|
|
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
ASSETS
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
15,858
|
|
|
$
|
7,601
|
|
Trade accounts receivable, net of allowances for doubtful accounts of $1,229 in 2018 and $822 in 2017
|
|
65,067
|
|
|
47,776
|
|
||
Inventories
|
|
65,222
|
|
|
42,283
|
|
||
Prepaid expenses and other current assets
|
|
5,600
|
|
|
4,487
|
|
||
Total current assets
|
|
151,747
|
|
|
102,147
|
|
||
Property, plant, and equipment:
|
|
|
|
|
|
|
||
Land and building
|
|
35,024
|
|
|
34,972
|
|
||
Compressors and equipment
|
|
913,488
|
|
|
846,615
|
|
||
Vehicles
|
|
10,354
|
|
|
10,837
|
|
||
Construction in progress
|
|
41,086
|
|
|
13,261
|
|
||
Total property, plant, and equipment
|
|
999,952
|
|
|
905,685
|
|
||
Less accumulated depreciation
|
|
(358,633
|
)
|
|
(299,206
|
)
|
||
Net property, plant, and equipment
|
|
641,319
|
|
|
606,479
|
|
||
Other assets:
|
|
|
|
|
|
|
||
Deferred tax assets
|
|
13
|
|
|
10
|
|
||
Intangible assets, net of accumulated amortization of $24,790 in 2018 and $21,829 in 2017
|
|
30,978
|
|
|
33,942
|
|
||
Other assets
|
|
2,687
|
|
|
354
|
|
||
Total other assets
|
|
33,678
|
|
|
34,306
|
|
||
Total assets
|
|
$
|
826,744
|
|
|
$
|
742,932
|
|
LIABILITIES AND PARTNERS' CAPITAL
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
33,408
|
|
|
$
|
21,661
|
|
Unearned income
|
|
24,898
|
|
|
15,526
|
|
||
Accrued liabilities and other
|
|
32,530
|
|
|
23,785
|
|
||
Amounts payable to affiliates
|
|
3,517
|
|
|
3,034
|
|
||
Total current liabilities
|
|
94,353
|
|
|
64,006
|
|
||
Other liabilities:
|
|
|
|
|
|
|
||
Long-term debt, net
|
|
633,013
|
|
|
512,176
|
|
||
Series A Preferred Units
|
|
30,900
|
|
|
70,260
|
|
||
Deferred tax liabilities
|
|
1,012
|
|
|
1,403
|
|
||
Other long-term liabilities
|
|
63
|
|
|
60
|
|
||
Total other liabilities
|
|
664,988
|
|
|
583,899
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Partners' capital:
|
|
|
|
|
|
|
||
General partner interest
|
|
505
|
|
|
1,618
|
|
||
Common units (45,769,019 units issued and outstanding at December 31, 2018 and 37,618,734 units issued and outstanding at December 31, 2017)
|
|
81,984
|
|
|
104,898
|
|
||
Accumulated other comprehensive income (loss)
|
|
(15,086
|
)
|
|
(11,489
|
)
|
||
Total partners' capital
|
|
67,403
|
|
|
95,027
|
|
||
Total liabilities and partners' capital
|
|
$
|
826,744
|
|
|
$
|
742,932
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||
Compression and related services
|
|
$
|
229,895
|
|
|
$
|
205,774
|
|
|
$
|
224,736
|
|
Aftermarket services
|
|
70,907
|
|
|
40,287
|
|
|
33,303
|
|
|||
Equipment sales
|
|
137,861
|
|
|
49,505
|
|
|
53,324
|
|
|||
Total revenues
|
|
438,663
|
|
|
295,566
|
|
|
311,363
|
|
|||
Cost of revenues (excluding depreciation and amortization expense):
|
|
|
|
|
|
|
|
|
||||
Cost of compression and related services
|
|
127,128
|
|
|
116,956
|
|
|
117,154
|
|
|||
Cost of aftermarket services
|
|
57,870
|
|
|
32,256
|
|
|
25,362
|
|
|||
Cost of equipment sales
|
|
123,399
|
|
|
44,286
|
|
|
48,744
|
|
|||
Total cost of revenues
|
|
308,397
|
|
|
193,498
|
|
|
191,260
|
|
|||
Depreciation and amortization
|
|
70,500
|
|
|
69,140
|
|
|
72,123
|
|
|||
Impairments and other charges
|
|
681
|
|
|
—
|
|
|
10,223
|
|
|||
Insurance recoveries
|
|
—
|
|
|
(2,352
|
)
|
|
—
|
|
|||
Selling, general, and administrative expense
|
|
39,600
|
|
|
33,438
|
|
|
36,222
|
|
|||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
92,334
|
|
|||
Interest expense, net
|
|
52,585
|
|
|
43,135
|
|
|
38,055
|
|
|||
Series A Preferred fair value adjustment (income) expense
|
|
(838
|
)
|
|
(3,402
|
)
|
|
5,036
|
|
|||
Other (income) expense, net
|
|
2,101
|
|
|
(216
|
)
|
|
2,383
|
|
|||
Loss before income tax provision
|
|
(34,363
|
)
|
|
(37,675
|
)
|
|
(136,273
|
)
|
|||
Provision for income taxes
|
|
2,615
|
|
|
2,784
|
|
|
1,865
|
|
|||
Net loss
|
|
$
|
(36,978
|
)
|
|
$
|
(40,459
|
)
|
|
$
|
(138,138
|
)
|
|
|
|
|
|
|
|
||||||
General partner interest in net loss
|
|
$
|
(607
|
)
|
|
$
|
(809
|
)
|
|
$
|
(2,763
|
)
|
Common units interest in net loss
|
|
$
|
(36,371
|
)
|
|
$
|
(39,650
|
)
|
|
$
|
(135,375
|
)
|
Net loss per common unit:
|
|
|
|
|
|
|
|
|
|
|||
Basic and diluted
|
|
$
|
(0.88
|
)
|
|
$
|
(1.13
|
)
|
|
$
|
(4.07
|
)
|
Weighted average common units outstanding:
|
|
|
|
|
|
|
|
|
|
|||
Basic and diluted
|
|
41,552,804
|
|
|
35,035,428
|
|
|
33,262,376
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net loss
|
|
$
|
(36,978
|
)
|
|
$
|
(40,459
|
)
|
|
$
|
(138,138
|
)
|
Foreign currency translation adjustment, net of tax of $0 in 2018, 2017, and 2016
|
|
(3,597
|
)
|
|
(1,078
|
)
|
|
(2,018
|
)
|
|||
Comprehensive loss
|
|
$
|
(40,575
|
)
|
|
$
|
(41,537
|
)
|
|
$
|
(140,156
|
)
|
|
|
Partners' Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Partners' Capital
|
|||||||||||||
|
|
|
|
Limited Partners
|
|
|
|||||||||||||
|
|
General
Partner |
|
Common
Unitholders |
|
|
|||||||||||||
|
|
Amount
|
|
Units
|
|
Amount
|
|
|
|||||||||||
Balance as of December 31, 2015
|
|
$
|
6,842
|
|
|
33,186
|
|
|
$
|
333,709
|
|
|
$
|
(8,393
|
)
|
|
$
|
332,158
|
|
Net loss for 2016
|
|
(2,763
|
)
|
|
—
|
|
|
(135,375
|
)
|
|
—
|
|
|
(138,138
|
)
|
||||
Distributions ($1.51 per unit)
|
|
(1,018
|
)
|
|
—
|
|
|
(50,236
|
)
|
|
—
|
|
|
(51,254
|
)
|
||||
Equity compensation
|
|
—
|
|
|
—
|
|
|
2,541
|
|
|
—
|
|
|
2,541
|
|
||||
Vesting of Phantom Units
|
|
—
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,018
|
)
|
|
(2,018
|
)
|
||||
Balance as of December 31, 2016
|
|
$
|
3,061
|
|
|
33,262
|
|
|
$
|
150,599
|
|
|
$
|
(10,411
|
)
|
|
$
|
143,249
|
|
Net loss for 2017
|
|
(809
|
)
|
|
—
|
|
|
(39,650
|
)
|
|
—
|
|
|
(40,459
|
)
|
||||
Distributions ($0.75 per unit)
|
|
(634
|
)
|
|
—
|
|
|
(32,434
|
)
|
|
—
|
|
|
(33,068
|
)
|
||||
Equity compensation
|
|
—
|
|
|
—
|
|
|
862
|
|
|
—
|
|
|
862
|
|
||||
Vesting of Phantom Units
|
|
—
|
|
|
212
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Conversions of Series A Preferred
|
|
—
|
|
|
3,705
|
|
|
22,848
|
|
|
—
|
|
|
22,848
|
|
||||
Omnibus agreement charges settled with common units
|
|
—
|
|
|
439
|
|
|
3,322
|
|
|
—
|
|
|
3,322
|
|
||||
Other
|
|
—
|
|
|
—
|
|
|
(649
|
)
|
|
—
|
|
|
(649
|
)
|
||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,078
|
)
|
|
(1,078
|
)
|
||||
Balance as of December 31, 2017
|
|
$
|
1,618
|
|
|
37,618
|
|
|
$
|
104,898
|
|
|
$
|
(11,489
|
)
|
|
$
|
95,027
|
|
Net loss for 2018
|
|
(607
|
)
|
|
—
|
|
|
(36,371
|
)
|
|
—
|
|
|
(36,978
|
)
|
||||
Distributions ($0.57 per unit)
|
|
(506
|
)
|
|
—
|
|
|
(30,788
|
)
|
|
—
|
|
|
(31,294
|
)
|
||||
Equity compensation
|
|
—
|
|
|
—
|
|
|
420
|
|
|
—
|
|
|
420
|
|
||||
Vesting of Phantom Units
|
|
—
|
|
|
129
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Conversions of Series A Preferred
|
|
—
|
|
|
8,022
|
|
|
43,825
|
|
|
—
|
|
|
43,825
|
|
||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,597
|
)
|
|
(3,597
|
)
|
||||
Balance as of December 31, 2018
|
|
$
|
505
|
|
|
45,769
|
|
|
$
|
81,984
|
|
|
$
|
(15,086
|
)
|
|
$
|
67,403
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Net loss
|
|
$
|
(36,978
|
)
|
|
$
|
(40,459
|
)
|
|
$
|
(138,138
|
)
|
Reconciliation of net loss to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
70,500
|
|
|
69,140
|
|
|
72,123
|
|
|||
Impairments and other charges
|
|
681
|
|
|
—
|
|
|
10,223
|
|
|||
Impairment of goodwill
|
|
—
|
|
|
—
|
|
|
92,334
|
|
|||
Provision (benefit) for deferred income taxes
|
|
(178
|
)
|
|
757
|
|
|
30
|
|
|||
Insurance recoveries associated with damaged equipment
|
|
—
|
|
|
(2,352
|
)
|
|
—
|
|
|||
Series A Preferred offering costs
|
|
—
|
|
|
37
|
|
|
3,111
|
|
|||
Series A Preferred accrued paid in kind distributions
|
|
5,419
|
|
|
8,380
|
|
|
3,094
|
|
|||
Series A Preferred fair value adjustments (income) expense
|
|
(838
|
)
|
|
(3,402
|
)
|
|
5,036
|
|
|||
Gain on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(1,405
|
)
|
|||
Equity compensation expense
|
|
639
|
|
|
1,219
|
|
|
3,028
|
|
|||
Provision for doubtful accounts
|
|
1,004
|
|
|
968
|
|
|
1,704
|
|
|||
Amortization of deferred financing costs
|
|
2,531
|
|
|
3,167
|
|
|
2,739
|
|
|||
Expense for unamortized finance costs
|
|
3,539
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
633
|
|
|
571
|
|
|
1,558
|
|
|||
Gain on sale of property, plant, and equipment
|
|
(217
|
)
|
|
(315
|
)
|
|
(501
|
)
|
|||
Changes in operating assets and liabilities, net of acquisition:
|
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
|
(19,287
|
)
|
|
(2,706
|
)
|
|
11,208
|
|
|||
Inventories
|
|
(23,536
|
)
|
|
(10,840
|
)
|
|
10,542
|
|
|||
Prepaid expenses and other current assets
|
|
(2,247
|
)
|
|
(501
|
)
|
|
1,729
|
|
|||
Accounts payable and accrued expenses
|
|
29,788
|
|
|
15,765
|
|
|
(17,039
|
)
|
|||
Other
|
|
(1,332
|
)
|
|
(361
|
)
|
|
68
|
|
|||
Net cash provided by operating activities
|
|
30,121
|
|
|
39,068
|
|
|
61,444
|
|
|||
Investing activities:
|
|
|
|
|
|
|
|
|
|
|||
Purchases of property, plant, and equipment, net
|
|
(103,489
|
)
|
|
(25,126
|
)
|
|
(10,659
|
)
|
|||
Insurance recoveries associated with damaged equipment
|
|
—
|
|
|
2,352
|
|
|
—
|
|
|||
Other investing activities
|
|
(1
|
)
|
|
21
|
|
|
(22
|
)
|
|||
Net cash used in investing activities
|
|
(103,490
|
)
|
|
(22,753
|
)
|
|
(10,681
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from long-term debt
|
|
380,000
|
|
|
80,900
|
|
|
109,000
|
|
|||
Payments of long-term debt
|
|
(258,000
|
)
|
|
(74,900
|
)
|
|
(172,882
|
)
|
|||
Proceeds from Series A Preferred Units, net of offering costs
|
|
—
|
|
|
(37
|
)
|
|
76,934
|
|
|||
Distributions
|
|
(31,294
|
)
|
|
(33,068
|
)
|
|
(51,254
|
)
|
|||
Financing costs and other financing activities
|
|
(8,999
|
)
|
|
(2,229
|
)
|
|
(1,688
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
81,707
|
|
|
(29,334
|
)
|
|
(39,890
|
)
|
|||
Effect of exchange rate changes on cash
|
|
(81
|
)
|
|
(177
|
)
|
|
(696
|
)
|
|||
Increase (decrease) in cash and cash equivalents and restricted cash
|
|
8,257
|
|
|
(13,196
|
)
|
|
10,177
|
|
|||
Cash and cash equivalents and restricted cash at beginning of period
|
|
7,601
|
|
|
20,797
|
|
|
10,620
|
|
|||
Cash and cash equivalents and restricted cash at end of period
|
|
$
|
15,858
|
|
|
$
|
7,601
|
|
|
$
|
20,797
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$
|
38,550
|
|
|
$
|
31,674
|
|
|
$
|
32,947
|
|
Taxes paid
|
|
$
|
2,056
|
|
|
$
|
3,005
|
|
|
$
|
1,277
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In Thousands)
|
||||||||||
At beginning of period
|
|
$
|
822
|
|
|
$
|
2,253
|
|
|
$
|
1,973
|
|
Activity in the period:
|
|
|
|
|
|
|
|
|
|
|||
Provision for doubtful accounts
|
|
1,004
|
|
|
968
|
|
|
1,704
|
|
|||
Account (chargeoffs) recoveries, net
|
|
(597
|
)
|
|
(2,399
|
)
|
|
(1,424
|
)
|
|||
At end of period
|
|
$
|
1,229
|
|
|
$
|
822
|
|
|
$
|
2,253
|
|
Buildings
|
15 – 30 years
|
Compressors
|
12
–
20
years
|
Other equipment
|
2
–
8
years
|
Vehicles
|
3 – 5 years
|
Information systems
|
7 years
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(In Thousands)
|
||||||
Parts and supplies
|
$
|
43,538
|
|
|
$
|
31,703
|
|
Work in progress
|
21,684
|
|
|
10,580
|
|
||
Total inventories
|
$
|
65,222
|
|
|
$
|
42,283
|
|
|
|
|
|
December 31,
|
||||||
|
|
|
|
2018
|
|
2017
|
||||
|
|
Scheduled Maturity
|
|
(In Thousands)
|
||||||
Prior Credit Agreement (presented net of the unamortized deferred financing costs of $4.0 million as of December 31, 2017), terminated on March 22, 2018
|
|
|
|
$
|
—
|
|
|
$
|
223,985
|
|
Credit Agreement
|
|
June 29, 2023
|
|
—
|
|
|
—
|
|
||
7.25% Senior Notes (presented net of the unamortized discount of $2.2 million as of December 31, 2018 and $2.8 million as of December 31, 2017 and unamortized deferred financing costs of $3.9 million as of December 31, 2018 and $5.0 million as of December 31, 2017)
|
|
August 15, 2022
|
|
289,797
|
|
|
288,191
|
|
||
7.50% Senior Secured Notes (presented net of the unamortized deferred financing costs of $6.8 million as of December 31, 2018)
|
|
April 1, 2025
|
|
343,216
|
|
|
—
|
|
||
Total debt
|
|
|
|
633,013
|
|
|
512,176
|
|
||
Less current portion
|
|
|
|
—
|
|
|
—
|
|
||
Total long-term debt
|
|
|
|
$
|
633,013
|
|
|
$
|
512,176
|
|
|
|
|
|
Date
|
|
Price
|
|
2021
|
|
105.625
|
%
|
2022
|
|
103.750
|
%
|
2023
|
|
101.875
|
%
|
2024
|
|
100.000
|
%
|
|
Operating Leases
|
||
|
(In Thousands)
|
||
2019
|
$
|
3,606
|
|
2020
|
2,934
|
|
|
2021
|
949
|
|
|
2022
|
25
|
|
|
2023
|
—
|
|
|
After 2023
|
—
|
|
|
Total minimum lease payments
|
$
|
7,514
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In Thousands)
|
||||||||||
Current
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
—
|
|
|
$
|
(47
|
)
|
|
$
|
—
|
|
State
|
|
1,105
|
|
|
688
|
|
|
836
|
|
|||
Foreign
|
|
1,688
|
|
|
1,386
|
|
|
999
|
|
|||
|
|
2,793
|
|
|
2,027
|
|
|
1,835
|
|
|||
Deferred
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
72
|
|
|
—
|
|
|
—
|
|
|||
State
|
|
(4
|
)
|
|
19
|
|
|
(8
|
)
|
|||
Foreign
|
|
(246
|
)
|
|
738
|
|
|
38
|
|
|||
|
|
(178
|
)
|
|
757
|
|
|
30
|
|
|||
Total tax provision (benefit)
|
|
$
|
2,615
|
|
|
$
|
2,784
|
|
|
$
|
1,865
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In Thousands)
|
||||||||||
Income (loss) tax provision computed at statutory federal income tax rates
|
|
$
|
(7,216
|
)
|
|
$
|
(12,809
|
)
|
|
$
|
(46,332
|
)
|
Partnership (earnings) losses
|
|
7,216
|
|
|
12,809
|
|
|
46,332
|
|
|||
Corporate subsidiary earnings (loss) subject to federal tax
|
|
745
|
|
|
5,805
|
|
|
(33,791
|
)
|
|||
Impact of goodwill impairments
|
|
—
|
|
|
—
|
|
|
2,134
|
|
|||
Impact of U.S. tax law change
|
|
—
|
|
|
21,928
|
|
|
—
|
|
|||
Valuation allowances
|
|
(1,733
|
)
|
|
(28,236
|
)
|
|
33,056
|
|
|||
Income tax expense attributable to foreign earnings
|
|
1,992
|
|
|
2,565
|
|
|
1,297
|
|
|||
State income taxes (net of federal benefit)
|
|
1,525
|
|
|
734
|
|
|
(849
|
)
|
|||
Other
|
|
86
|
|
|
(12
|
)
|
|
18
|
|
|||
Total tax provision (benefit)
|
|
$
|
2,615
|
|
|
$
|
2,784
|
|
|
$
|
1,865
|
|
Jurisdiction
|
Earliest Open Tax Period
|
United States – Federal
|
2014
|
United States – State and Local
|
2014
|
Non-U.S. jurisdictions
|
2012
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(In Thousands)
|
||||||
Amortization for book in excess of tax expense
|
|
25,146
|
|
|
27,721
|
|
||
Accruals
|
|
185
|
|
|
264
|
|
||
Net operating losses
|
|
18,078
|
|
|
17,809
|
|
||
Other
|
|
864
|
|
|
456
|
|
||
Total deferred tax assets
|
|
44,273
|
|
|
46,250
|
|
||
Valuation allowance
|
|
(37,704
|
)
|
|
(39,367
|
)
|
||
Net deferred tax assets
|
|
$
|
6,569
|
|
|
$
|
6,883
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(In Thousands)
|
||||||
Accruals
|
|
$
|
1,388
|
|
|
$
|
1,076
|
|
Depreciation for tax in excess of book expense
|
|
5,887
|
|
|
7,011
|
|
||
All other
|
|
293
|
|
|
190
|
|
||
Total deferred tax liability
|
|
7,568
|
|
|
8,277
|
|
||
Net deferred tax liability
|
|
$
|
999
|
|
|
$
|
1,394
|
|
|
|
Units
|
|
Weighted Average
Grant Date Fair
Value Per Unit
|
|||
|
|
(In Thousands)
|
|
|
|||
Nonvested units outstanding at December 31, 2017
|
|
469
|
|
|
$
|
9.31
|
|
Units granted
(1)
|
|
330
|
|
|
7.33
|
|
|
Cancelled/forfeited
|
|
(186
|
)
|
|
8.96
|
|
|
Exercised/released
|
|
(121
|
)
|
|
12.37
|
|
|
Nonvested units outstanding at December 31, 2018
(2)
|
|
492
|
|
|
$
|
7.36
|
|
(1)
|
This number excludes
93,996
performance-based phantom units, which represents the maximum number of common units that would be issued if the maximum level of performance under the awards is achieved.
|
(2)
|
This number excludes an additional
15,422
performance-based phantom units, which, when combined with the
93,996
granted, (net of
2018
forfeitures), represents the maximum number of common units that would be issued if the maximum level of performance under the awards is achieved. The number of units actually issued under the awards may range from
zero
to
218,836
.
|
|
|
December 31, 2018
|
|||||||
|
|
US Dollar Notional Amount
|
|
Traded Exchange Rate
|
|
Settlement Date
|
|||
|
|
(In Thousands)
|
|
|
|
|
|||
Forward sale Mexican peso
|
|
$
|
4,783
|
|
|
20.07
|
|
|
1/17/2019
|
|
|
December 31, 2017
|
|||||||
|
|
US Dollar Notional Amount
|
|
Traded Exchange Rate
|
|
Settlement Date
|
|||
|
|
(In Thousands)
|
|
|
|
|
|||
Forward sale Mexican peso
|
|
$
|
6,067
|
|
|
19.28
|
|
|
1/18/2018
|
|
|
Balance Sheet
|
|
Fair Value at
|
|
Fair Value at
|
|||
Foreign currency derivative instruments
|
|
Location
|
|
December 31, 2018
|
|
December 31, 2017
|
|||
|
|
|
|
(In Thousands)
|
|||||
Forward sale contracts
|
|
Current assets
|
|
$
|
—
|
|
|
130
|
|
Forward sale contracts
|
|
Current liabilities
|
|
(98
|
)
|
|
(10
|
)
|
|
Total
|
|
|
|
$
|
(98
|
)
|
|
120
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
Description
|
Total as of December 31, 2018
|
|
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)
|
||||||||||||||
Series A Preferred Units
|
$
|
(30,900
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(30,900
|
)
|
Liability for foreign currency derivative contracts
|
(98
|
)
|
|
—
|
|
|
(98
|
)
|
|
—
|
|
||||
|
$
|
(30,998
|
)
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
Description
|
Total as of December 31, 2017
|
|
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)
|
||||||||||||||
Series A Preferred Units
|
$
|
(70,260
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(70,260
|
)
|
Asset for foreign currency derivative contracts
|
$
|
130
|
|
|
$
|
—
|
|
|
$
|
130
|
|
|
$
|
—
|
|
Liability for foreign currency derivative contracts
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
||||
|
$
|
(70,140
|
)
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
|
|
Common
Units
|
|
Common
Units
|
|
Common
Units |
|||
Number of weighted average units outstanding
|
|
41,552,804
|
|
|
35,035,428
|
|
|
33,262,376
|
|
Unit awards outstanding
|
|
—
|
|
|
—
|
|
|
—
|
|
Average diluted units outstanding
|
|
41,552,804
|
|
|
35,035,428
|
|
|
33,262,376
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In Thousands)
|
||||||||||
Revenues from external customers:
|
|
|
|
|
|
|
|
|
|
|||
U.S.
|
|
$
|
400,986
|
|
|
$
|
265,311
|
|
|
$
|
270,828
|
|
Latin America
|
|
27,889
|
|
|
23,493
|
|
|
32,673
|
|
|||
Canada
|
|
4,365
|
|
|
3,678
|
|
|
2,666
|
|
|||
Other
|
|
5,423
|
|
|
3,084
|
|
|
5,196
|
|
|||
Total
|
|
$
|
438,663
|
|
|
$
|
295,566
|
|
|
$
|
311,363
|
|
Identifiable assets:
|
|
|
|
|
|
|
|
|
|
|||
U.S.
|
|
$
|
773,476
|
|
|
$
|
691,588
|
|
|
$
|
733,077
|
|
Latin America
|
|
47,891
|
|
|
45,170
|
|
|
48,303
|
|
|||
Canada
|
|
4,156
|
|
|
4,278
|
|
|
2,895
|
|
|||
Other
|
|
1,221
|
|
|
1,896
|
|
|
1,865
|
|
|||
Total identifiable assets
|
|
$
|
826,744
|
|
|
$
|
742,932
|
|
|
$
|
786,140
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Total
|
||||||||||||
|
(In Thousands)
|
||||||||||||||||||||||
Contract operations remaining performance obligations
|
$
|
16,980
|
|
|
$
|
8,401
|
|
|
$
|
4,236
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,617
|
|
|
December 31, 2018
|
||
|
(In Thousands)
|
||
Unearned income, beginning of period
|
$
|
15,526
|
|
Additional unearned income
|
136,473
|
|
|
Revenue recognized
|
(127,101
|
)
|
|
Unearned income, end of period
|
$
|
24,898
|
|
|
Twelve Months Ended
December 31, |
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Compression and related services
|
|
|
|
|
|
||||||
U.S.
|
$
|
197,976
|
|
|
$
|
178,470
|
|
|
$
|
194,726
|
|
International
|
31,919
|
|
|
27,304
|
|
|
30,010
|
|
|||
|
229,895
|
|
|
205,774
|
|
|
224,736
|
|
|||
Aftermarket services
|
|
|
|
|
|
||||||
U.S.
|
67,316
|
|
|
38,345
|
|
|
25,392
|
|
|||
International
|
3,591
|
|
|
1,942
|
|
|
7,911
|
|
|||
|
70,907
|
|
|
40,287
|
|
|
33,303
|
|
|||
Equipment sales
|
|
|
|
|
|
||||||
U.S.
|
135,693
|
|
|
48,496
|
|
|
50,709
|
|
|||
International
|
2,168
|
|
|
1,009
|
|
|
2,615
|
|
|||
|
137,861
|
|
|
49,505
|
|
|
53,324
|
|
|||
Total Revenue
|
|
|
|
|
|
||||||
U.S.
|
400,985
|
|
|
265,311
|
|
|
270,827
|
|
|||
International
|
37,678
|
|
|
30,255
|
|
|
40,536
|
|
|||
|
$
|
438,663
|
|
|
$
|
295,566
|
|
|
$
|
311,363
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
416,846
|
|
|
$
|
32,594
|
|
|
$
|
(10,777
|
)
|
|
$
|
438,663
|
|
Cost of revenues (excluding depreciation and amortization expense)
|
—
|
|
|
297,295
|
|
|
21,879
|
|
|
(10,777
|
)
|
|
308,397
|
|
|||||
Depreciation and amortization
|
—
|
|
|
67,003
|
|
|
3,497
|
|
|
—
|
|
|
70,500
|
|
|||||
Impairments and other charges
|
—
|
|
|
681
|
|
|
—
|
|
|
—
|
|
|
681
|
|
|||||
Insurance recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Selling, general and administrative expense
|
639
|
|
|
36,810
|
|
|
2,151
|
|
|
—
|
|
|
39,600
|
|
|||||
Interest expense, net
|
49,512
|
|
|
3,073
|
|
|
—
|
|
|
—
|
|
|
52,585
|
|
|||||
Series A Preferred FV Adjustment
|
(838
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(838
|
)
|
|||||
Other expense, net
|
—
|
|
|
3,989
|
|
|
(1,888
|
)
|
|
—
|
|
|
2,101
|
|
|||||
Equity in net (income) loss of subsidiaries
|
(12,335
|
)
|
|
(5,781
|
)
|
|
—
|
|
|
18,116
|
|
|
—
|
|
|||||
Income (loss) before income tax provision
|
(36,978
|
)
|
|
13,776
|
|
|
6,955
|
|
|
(18,116
|
)
|
|
(34,363
|
)
|
|||||
Provision (benefit) for income taxes
|
—
|
|
|
1,441
|
|
|
1,174
|
|
|
—
|
|
|
2,615
|
|
|||||
Net income (loss)
|
(36,978
|
)
|
|
12,335
|
|
|
5,781
|
|
|
(18,116
|
)
|
|
(36,978
|
)
|
|||||
Other comprehensive income (loss)
|
(3,597
|
)
|
|
(3,597
|
)
|
|
—
|
|
|
3,597
|
|
|
(3,597
|
)
|
|||||
Comprehensive income (loss)
|
$
|
(40,575
|
)
|
|
$
|
8,738
|
|
|
$
|
5,781
|
|
|
$
|
(14,519
|
)
|
|
$
|
(40,575
|
)
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
273,649
|
|
|
$
|
28,175
|
|
|
$
|
(6,258
|
)
|
|
$
|
295,566
|
|
Cost of revenues (excluding depreciation and amortization expense)
|
—
|
|
|
181,121
|
|
|
18,635
|
|
|
(6,258
|
)
|
|
193,498
|
|
|||||
Depreciation and amortization
|
—
|
|
|
65,920
|
|
|
3,220
|
|
|
—
|
|
|
69,140
|
|
|||||
Insurance recoveries
|
—
|
|
|
(2,352
|
)
|
|
—
|
|
|
—
|
|
|
(2,352
|
)
|
|||||
Selling, general and administrative expense
|
1,314
|
|
|
30,504
|
|
|
1,620
|
|
|
—
|
|
|
33,438
|
|
|||||
Interest expense, net
|
31,402
|
|
|
11,733
|
|
|
—
|
|
|
—
|
|
|
43,135
|
|
|||||
Series A Preferred FV Adjustment
|
(3,402
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,402
|
)
|
|||||
Other expense, net
|
—
|
|
|
2,147
|
|
|
(2,363
|
)
|
|
—
|
|
|
(216
|
)
|
|||||
Equity in net income of subsidiaries
|
11,145
|
|
|
(5,112
|
)
|
|
—
|
|
|
(6,033
|
)
|
|
—
|
|
|||||
Income (loss) before income tax provision
|
(40,459
|
)
|
|
(10,312
|
)
|
|
7,063
|
|
|
6,033
|
|
|
(37,675
|
)
|
|||||
Provision (benefit) for income taxes
|
—
|
|
|
833
|
|
|
1,951
|
|
|
—
|
|
|
2,784
|
|
|||||
Net income (loss)
|
(40,459
|
)
|
|
(11,145
|
)
|
|
5,112
|
|
|
6,033
|
|
|
(40,459
|
)
|
|||||
Other comprehensive income (loss)
|
(1,078
|
)
|
|
(1,078
|
)
|
|
—
|
|
|
1,078
|
|
|
(1,078
|
)
|
|||||
Comprehensive income (loss)
|
$
|
(41,537
|
)
|
|
$
|
(12,223
|
)
|
|
$
|
5,112
|
|
|
$
|
7,111
|
|
|
$
|
(41,537
|
)
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
283,846
|
|
|
$
|
38,653
|
|
|
$
|
(11,136
|
)
|
|
$
|
311,363
|
|
Cost of revenues (excluding depreciation and amortization expense)
|
—
|
|
|
175,314
|
|
|
27,082
|
|
|
(11,136
|
)
|
|
191,260
|
|
|||||
Depreciation and amortization
|
—
|
|
|
69,327
|
|
|
2,796
|
|
|
—
|
|
|
72,123
|
|
|||||
Impairments and other charges
|
—
|
|
|
10,154
|
|
|
69
|
|
|
—
|
|
|
10,223
|
|
|||||
Selling, general and administrative expense
|
3,969
|
|
|
30,574
|
|
|
1,679
|
|
|
—
|
|
|
36,222
|
|
|||||
Goodwill impairment
|
—
|
|
|
91,575
|
|
|
759
|
|
|
—
|
|
|
92,334
|
|
|||||
Interest expense, net
|
24,667
|
|
|
13,388
|
|
|
—
|
|
|
—
|
|
|
38,055
|
|
|||||
Series A Preferred FV Adjustment
|
5,036
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,036
|
|
|||||
Other expense, net
|
737
|
|
|
44
|
|
|
1,602
|
|
|
—
|
|
|
2,383
|
|
|||||
Equity in net income of subsidiaries
|
103,729
|
|
|
(3,798
|
)
|
|
—
|
|
|
(99,931
|
)
|
|
—
|
|
|||||
Income (loss) before income tax provision
|
(138,138
|
)
|
|
(102,732
|
)
|
|
4,666
|
|
|
99,931
|
|
|
(136,273
|
)
|
|||||
Provision (benefit) for income taxes
|
—
|
|
|
997
|
|
|
868
|
|
|
—
|
|
|
1,865
|
|
|||||
Net income (loss)
|
(138,138
|
)
|
|
(103,729
|
)
|
|
3,798
|
|
|
99,931
|
|
|
(138,138
|
)
|
|||||
Other comprehensive income (loss)
|
(2,018
|
)
|
|
(2,018
|
)
|
|
—
|
|
|
2,018
|
|
|
(2,018
|
)
|
|||||
Comprehensive income (loss)
|
$
|
(140,156
|
)
|
|
$
|
(105,747
|
)
|
|
$
|
3,798
|
|
|
$
|
101,949
|
|
|
$
|
(140,156
|
)
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
—
|
|
|
$
|
26,753
|
|
|
$
|
3,368
|
|
|
$
|
—
|
|
|
$
|
30,121
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant, and equipment, net
|
|
—
|
|
|
(98,508
|
)
|
|
(4,981
|
)
|
|
—
|
|
|
(103,489
|
)
|
|||||
Advances and other investing activities
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Net cash provided by (used in) investing activities
|
|
—
|
|
|
(98,509
|
)
|
|
(4,981
|
)
|
|
—
|
|
|
(103,490
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term debt
|
|
343,800
|
|
|
36,200
|
|
|
—
|
|
|
—
|
|
|
380,000
|
|
|||||
Payments of long-term debt
|
|
—
|
|
|
(258,000
|
)
|
|
—
|
|
|
—
|
|
|
(258,000
|
)
|
|||||
Proceeds from issuance of Series A Preferred
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Distributions
|
|
(31,294
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,294
|
)
|
|||||
Intercompany contribution (distribution)
|
|
(303,507
|
)
|
|
303,507
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Financing costs and other
|
|
(8,999
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,999
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
—
|
|
|
81,707
|
|
|
—
|
|
|
—
|
|
|
81,707
|
|
|||||
Effect of exchange rate changes on cash
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|
(81
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
|
—
|
|
|
9,951
|
|
|
(1,694
|
)
|
|
—
|
|
|
8,257
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
4,197
|
|
|
3,404
|
|
|
—
|
|
|
7,601
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
14,148
|
|
|
$
|
1,710
|
|
|
$
|
—
|
|
|
$
|
15,858
|
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
—
|
|
|
$
|
44,456
|
|
|
$
|
(5,388
|
)
|
|
$
|
—
|
|
|
$
|
39,068
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant, and equipment, net
|
|
—
|
|
|
(25,499
|
)
|
|
373
|
|
|
—
|
|
|
(25,126
|
)
|
|||||
Insurance recoveries associated with damaged equipment
|
|
—
|
|
|
2,352
|
|
|
—
|
|
|
—
|
|
|
2,352
|
|
|||||
Advances and other investing activities
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|||||
Net cash provided by (used in) investing activities
|
|
—
|
|
|
(23,126
|
)
|
|
373
|
|
|
—
|
|
|
(22,753
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term debt
|
|
—
|
|
|
80,900
|
|
|
—
|
|
|
—
|
|
|
80,900
|
|
|||||
Payments of long-term debt
|
|
—
|
|
|
(74,900
|
)
|
|
—
|
|
|
—
|
|
|
(74,900
|
)
|
|||||
Proceeds from issuance of Series A Preferred
|
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|||||
Distributions
|
|
(33,068
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,068
|
)
|
|||||
Intercompany contribution (distribution)
|
|
33,187
|
|
|
(33,187
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Financing costs and other
|
|
(82
|
)
|
|
(2,147
|
)
|
|
—
|
|
|
—
|
|
|
(2,229
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
—
|
|
|
(29,334
|
)
|
|
—
|
|
|
—
|
|
|
(29,334
|
)
|
|||||
Effect of exchange rate changes on cash
|
|
—
|
|
|
—
|
|
|
(177
|
)
|
|
—
|
|
|
(177
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
|
—
|
|
|
(8,004
|
)
|
|
(5,192
|
)
|
|
—
|
|
|
(13,196
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
12,201
|
|
|
8,596
|
|
|
—
|
|
|
20,797
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
4,197
|
|
|
$
|
3,404
|
|
|
$
|
—
|
|
|
$
|
7,601
|
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
—
|
|
|
$
|
60,296
|
|
|
$
|
1,148
|
|
|
$
|
—
|
|
|
$
|
61,444
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant, and equipment, net
|
|
—
|
|
|
(10,895
|
)
|
|
236
|
|
|
—
|
|
|
(10,659
|
)
|
|||||
Advances and other investing activities
|
|
|
|
(22
|
)
|
|
—
|
|
|
|
|
(22
|
)
|
|||||||
Net cash provided by (used in) investing activities
|
|
—
|
|
|
(10,917
|
)
|
|
236
|
|
|
—
|
|
|
(10,681
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term debt
|
|
—
|
|
|
109,000
|
|
|
—
|
|
|
—
|
|
|
109,000
|
|
|||||
Payments of long-term debt
|
|
(50,882
|
)
|
|
(122,000
|
)
|
|
—
|
|
|
—
|
|
|
(172,882
|
)
|
|||||
Proceeds from issuance of Series A Preferred
|
|
76,934
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76,934
|
|
|||||
Distributions
|
|
(51,254
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51,254
|
)
|
|||||
Intercompany contribution (distribution)
|
|
25,202
|
|
|
(25,202
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Financing costs and other
|
|
—
|
|
|
(1,688
|
)
|
|
—
|
|
|
—
|
|
|
(1,688
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
—
|
|
|
(39,890
|
)
|
|
—
|
|
|
—
|
|
|
(39,890
|
)
|
|||||
Effect of exchange rate changes on cash
|
|
—
|
|
|
—
|
|
|
(696
|
)
|
|
—
|
|
|
(696
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
|
—
|
|
|
9,489
|
|
|
688
|
|
|
—
|
|
|
10,177
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
2,712
|
|
|
7,908
|
|
|
—
|
|
|
10,620
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
12,201
|
|
|
$
|
8,596
|
|
|
$
|
—
|
|
|
$
|
20,797
|
|
|
|
Three Months Ended 2018
|
||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
|
(In Thousands, Except Per Share Amounts)
|
||||||||||||||
Total revenues
|
|
$
|
85,417
|
|
|
$
|
99,922
|
|
|
$
|
115,256
|
|
|
$
|
138,068
|
|
Net income (loss)
|
|
(15,737
|
)
|
|
(9,592
|
)
|
|
(7,947
|
)
|
|
(3,702
|
)
|
||||
Net income (loss) per common unit
|
|
$
|
(0.40
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.08
|
)
|
Net income (loss) per diluted common unit
|
|
$
|
(0.40
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.10
|
)
|
|
|
Three Months Ended 2017
|
||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
|
(In Thousands, Except Per Share Amounts)
|
||||||||||||||
Total revenues
|
|
65,552
|
|
|
73,315
|
|
|
71,598
|
|
|
83,101
|
|
||||
Net income (loss)
|
|
(15,593
|
)
|
|
(6,372
|
)
|
|
(7,821
|
)
|
|
(10,673
|
)
|
||||
Net income (loss) per common unit
|
|
$
|
(0.46
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.29
|
)
|
Net income (loss) per diluted common unit
|
|
$
|
(0.46
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.29
|
)
|
Name
|
Jurisdiction
|
Compressco, Inc.
|
Delaware
|
Compressco Testing, L.L.C.
|
Oklahoma
|
Compressco Field Services, LLC
|
Oklahoma
|
CSI Compressco GP Inc.
|
Delaware
|
CSI Compressco Investment LLC
|
Delaware
|
CSI Compressco LP
|
Delaware
|
CSI Compressco Sub Inc.
|
Delaware
|
CSI Compressco Finance Inc.
|
Delaware
|
Compressor Systems, Inc.
|
Delaware
|
CSI Compression Holdings, LLC
|
Delaware
|
Rotary Compressor Systems, Inc.
|
Delaware
|
Compressor Systems de Mexico, S. de RL de CV
|
Mexico
|
Compressor Systems Australia Pty Ltd
|
Australia
|
Pump Systems International, Inc.
|
Delaware
|
CSI Compressco Operating LLC
|
Delaware
|
Compressco Australia Pty Ltd.
|
Australia
|
CSI Compressco Field Services International LLC
|
Delaware
|
Compressco de Argentina SRL
|
Argentina
|
CSI Compressco International LLC
|
Delaware
|
CSI Compressco Leasing LLC
|
Delaware
|
Compressco Netherlands Cooperatief U.A.
|
Netherlands
|
Compressco Netherlands B.V.
|
Netherlands
|
Compressco Canada, Inc.
|
Canada
|
CSI Compressco Mexico Investment I LLC
|
Delaware
|
Compressco de Mexico S. de RL de C.V.
|
Mexico
|
CSI Compressco Mexico Investment II LLC
|
Delaware
|
Providence Natural Gas, LLC
|
Oklahoma
|
Production Enhancement Mexico, S. de RL de C.V.
|
Mexico
|
1.
|
I have reviewed this annual report on Form 10-K for the fiscal year ended
December 31, 2018
, 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 (the registrant’s fourth quarter in the case of an annual report) 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 control over financial reporting.
|
Date:
|
March 4, 2019
|
/s/Owen A. Serjeant
|
|
|
Owen A. Serjeant
|
|
|
President of CSI Compressco GP Inc.,
|
|
|
General Partner of CSI Compressco LP
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K for the fiscal year ended
December 31, 2018
, 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 (the registrant’s fourth quarter in the case of an annual report) 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 control over financial reporting.
|
Date:
|
March 4, 2019
|
/s/Elijio V. Serrano
|
|
|
Elijio V. Serrano
|
|
|
Chief Financial Officer of CSI Compressco GP Inc.,
|
|
|
General
Partner
of CSI Compressco LP
|
|
|
(Principal Financial
Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
Dated:
|
March 4, 2019
|
/s/Owen A. Serjeant
|
|
|
Owen A. Serjeant
|
|
|
President of CSI Compressco GP Inc.,
|
|
|
General Partner of CSI Compressco LP
|
|
|
(Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
Dated:
|
March 4, 2019
|
/s/Elijio V. Serrano
|
|
|
Elijio V. Serrano
|
|
|
Chief Financial Officer of CSI Compressco GP Inc.,
|
|
|
General
Partner
of CSI Compressco LP
|
|
|
(Principal Financial
Officer)
|