Delaware
|
94-3450907
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
|
|
24955 Interstate 45 North
|
|
The Woodlands, Texas
|
77380
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
COMMON UNITS REPRESENTING LIMITED
PARTNERSHIP INTERESTS
|
CCLP
|
NASDAQ GLOBAL MARKET
|
Large accelerated filer [
]
|
Accelerated filer [ X ]
|
Non-accelerated filer [ ]
|
Smaller reporting company [ ]
|
|
Emerging growth company [ ]
|
CSI Compressco LP
|
|
Table of Contents
|
|
|
Page
|
PART I—FINANCIAL INFORMATION
|
|
|
|
|
|
PART II—OTHER INFORMATION
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||
Compression and related services
|
$
|
64,546
|
|
|
$
|
56,709
|
|
|
$
|
127,578
|
|
|
$
|
110,444
|
|
Aftermarket services
|
18,169
|
|
|
15,094
|
|
|
31,770
|
|
|
29,110
|
|
||||
Equipment sales
|
53,141
|
|
|
28,119
|
|
|
79,944
|
|
|
45,785
|
|
||||
Total revenues
|
135,856
|
|
|
99,922
|
|
|
239,292
|
|
|
185,339
|
|
||||
Cost of revenues (excluding depreciation and amortization expense):
|
|
|
|
|
|
|
|
|
|||||||
Cost of compression and related services
|
30,520
|
|
|
30,509
|
|
|
63,141
|
|
|
61,889
|
|
||||
Cost of aftermarket services
|
15,428
|
|
|
12,841
|
|
|
26,678
|
|
|
23,998
|
|
||||
Cost of equipment sales
|
47,402
|
|
|
24,158
|
|
|
71,631
|
|
|
39,607
|
|
||||
Total cost of revenues
|
93,350
|
|
|
67,508
|
|
|
161,450
|
|
|
125,494
|
|
||||
Depreciation and amortization
|
19,054
|
|
|
17,448
|
|
|
37,586
|
|
|
34,815
|
|
||||
Impairments and other charges
|
2,311
|
|
|
—
|
|
|
2,311
|
|
|
—
|
|
||||
Selling, general, and administrative expense
|
10,974
|
|
|
10,849
|
|
|
21,639
|
|
|
19,146
|
|
||||
Interest expense, net
|
13,045
|
|
|
13,823
|
|
|
26,344
|
|
|
25,256
|
|
||||
Series A Preferred fair value adjustment (income) expense
|
166
|
|
|
(586
|
)
|
|
1,470
|
|
|
967
|
|
||||
Other (income) expense, net
|
607
|
|
|
(378
|
)
|
|
226
|
|
|
2,826
|
|
||||
Loss before income tax provision
|
(3,651
|
)
|
|
(8,742
|
)
|
|
(11,734
|
)
|
|
(23,165
|
)
|
||||
Provision (benefit) for income taxes
|
(704
|
)
|
|
850
|
|
|
3,669
|
|
|
2,164
|
|
||||
Net loss
|
$
|
(2,947
|
)
|
|
$
|
(9,592
|
)
|
|
$
|
(15,403
|
)
|
|
$
|
(25,329
|
)
|
General partner interest in net loss
|
$
|
(42
|
)
|
|
$
|
(154
|
)
|
|
$
|
(219
|
)
|
|
$
|
(418
|
)
|
Common units interest in net loss
|
$
|
(2,905
|
)
|
|
$
|
(9,438
|
)
|
|
$
|
(15,184
|
)
|
|
$
|
(24,911
|
)
|
|
|
|
|
|
|
|
|
|
|||||||
Net loss per common unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.06
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.63
|
)
|
Diluted
|
$
|
(0.06
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.63
|
)
|
Weighted average common units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
47,040,714
|
|
|
40,401,551
|
|
|
46,936,240
|
|
|
39,563,972
|
|
||||
Diluted
|
47,040,714
|
|
|
40,401,551
|
|
|
46,936,240
|
|
|
39,563,972
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net loss
|
$
|
(2,947
|
)
|
|
$
|
(9,592
|
)
|
|
$
|
(15,403
|
)
|
|
$
|
(25,329
|
)
|
Foreign currency translation adjustment, net of tax of $0 in 2019 and 2018
|
128
|
|
|
(2,873
|
)
|
|
400
|
|
|
(3,522
|
)
|
||||
Comprehensive loss
|
$
|
(2,819
|
)
|
|
$
|
(12,465
|
)
|
|
$
|
(15,003
|
)
|
|
$
|
(28,851
|
)
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
(Unaudited)
|
|
|
|
|||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
4,296
|
|
|
$
|
15,858
|
|
Trade accounts receivable, net of allowances for doubtful accounts of $1,368 as of June 30, 2019 and $1,229 as of December 31, 2018
|
70,382
|
|
|
65,067
|
|
||
Inventories
|
65,765
|
|
|
65,222
|
|
||
Prepaid expenses and other current assets
|
5,168
|
|
|
5,600
|
|
||
Total current assets
|
145,611
|
|
|
151,747
|
|
||
Property, plant, and equipment:
|
|
|
|
|
|
||
Land and building
|
34,999
|
|
|
35,024
|
|
||
Compressors and equipment
|
937,664
|
|
|
913,488
|
|
||
Vehicles
|
10,053
|
|
|
10,354
|
|
||
Construction in progress
|
44,680
|
|
|
41,086
|
|
||
Total property, plant, and equipment
|
1,027,396
|
|
|
999,952
|
|
||
Less accumulated depreciation
|
(379,159
|
)
|
|
(358,633
|
)
|
||
Net property, plant, and equipment
|
648,237
|
|
|
641,319
|
|
||
Other assets:
|
|
|
|
|
|
||
Deferred tax asset
|
13
|
|
|
13
|
|
||
Intangible assets, net of accumulated amortization of $26,270 as of June 30, 2019 and $24,790 as of December 31, 2018
|
29,498
|
|
|
30,978
|
|
||
Operating lease right-of-use assets
|
8,935
|
|
|
—
|
|
||
Other assets
|
3,898
|
|
|
2,687
|
|
||
Total other assets
|
42,344
|
|
|
33,678
|
|
||
Total assets
|
$
|
836,192
|
|
|
$
|
826,744
|
|
LIABILITIES AND
PARTNERS' CAPITAL
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
|
|||
Accounts payable
|
$
|
42,578
|
|
|
$
|
33,408
|
|
Unearned income
|
30,830
|
|
|
24,898
|
|
||
Accrued liabilities and other
|
35,905
|
|
|
32,530
|
|
||
Amounts payable to affiliates
|
10,086
|
|
|
3,517
|
|
||
Total current liabilities
|
119,399
|
|
|
94,353
|
|
||
Other liabilities:
|
|
|
|
|
|
||
Long-term debt, net
|
634,373
|
|
|
633,013
|
|
||
Series A Preferred Units
|
9,000
|
|
|
30,900
|
|
||
Deferred tax liabilities
|
1,989
|
|
|
1,012
|
|
||
Long-term affiliate payable
|
11,142
|
|
|
—
|
|
||
Operating lease liabilities
|
4,955
|
|
|
—
|
|
||
Other long-term liabilities
|
39
|
|
|
63
|
|
||
Total other liabilities
|
661,498
|
|
|
664,988
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Partners' capital:
|
|
|
|
|
|
||
General partner interest
|
273
|
|
|
505
|
|
||
Common units (47,064,859 units issued and outstanding at June 30, 2019 and 45,769,019 units issued and outstanding at December 31, 2018)
|
69,708
|
|
|
81,984
|
|
||
Accumulated other comprehensive income (loss)
|
(14,686
|
)
|
|
(15,086
|
)
|
||
Total partners' capital
|
55,295
|
|
|
67,403
|
|
||
Total liabilities and partners' capital
|
$
|
836,192
|
|
|
$
|
826,744
|
|
|
Partners' Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Partners' Capital
|
|||||||||||||
|
|
|
||||||||||||||||
|
General
Partner
|
|
Common
Unitholders
|
|
|
|||||||||||||
|
Amount
|
|
Units
|
|
Amount
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2018
|
$
|
505
|
|
|
45,769
|
|
|
$
|
81,984
|
|
|
$
|
(15,086
|
)
|
|
$
|
67,403
|
|
Net Loss
|
(177
|
)
|
|
—
|
|
|
(12,279
|
)
|
|
—
|
|
|
$
|
(12,456
|
)
|
|||
Distributions ($0.01 per unit)
|
(6
|
)
|
|
—
|
|
|
(470
|
)
|
|
—
|
|
|
$
|
(476
|
)
|
|||
Equity compensation
|
—
|
|
|
—
|
|
|
312
|
|
|
—
|
|
|
$
|
312
|
|
|||
Vesting of Phantom Units
|
—
|
|
|
117
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|||
Conversions of Series A Preferred
|
—
|
|
|
1,113
|
|
|
3,048
|
|
|
—
|
|
|
$
|
3,048
|
|
|||
Translation adjustment, net of taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
272
|
|
|
$
|
272
|
|
|||
Other
|
—
|
|
|
—
|
|
|
(69
|
)
|
|
—
|
|
|
$
|
(69
|
)
|
|||
Balance at March 31, 2019
|
$
|
322
|
|
|
46,999
|
|
|
$
|
72,526
|
|
|
$
|
(14,814
|
)
|
|
$
|
58,034
|
|
Net Loss
|
$
|
(42
|
)
|
|
—
|
|
|
$
|
(2,905
|
)
|
|
$
|
—
|
|
|
$
|
(2,947
|
)
|
Distributions ($0.01 per unit)
|
(7
|
)
|
|
—
|
|
|
(469
|
)
|
|
—
|
|
|
(476
|
)
|
||||
Equity compensation
|
—
|
|
|
—
|
|
|
568
|
|
|
—
|
|
|
568
|
|
||||
Vesting of Phantom Units
|
—
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Conversions of Series A Preferred
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Translation adjustment, net of taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
128
|
|
|
128
|
|
||||
Other
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
||||
Balance at June 30, 2019
|
$
|
273
|
|
|
47,065
|
|
|
$
|
69,708
|
|
|
$
|
(14,686
|
)
|
|
$
|
55,295
|
|
|
Partners' Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Partners' Capital
|
|||||||||||||
|
|
|
||||||||||||||||
|
General
Partner
|
|
Common
Unitholders
|
|
|
|||||||||||||
|
Amount
|
|
Units
|
|
Amount
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2017
|
$
|
1,618
|
|
|
37,618
|
|
|
$
|
104,898
|
|
|
$
|
(11,489
|
)
|
|
$
|
95,027
|
|
Net loss
|
(264
|
)
|
|
—
|
|
|
(15,473
|
)
|
|
$
|
—
|
|
|
$
|
(15,737
|
)
|
||
Distributions ($0.1875 per unit)
|
(126
|
)
|
|
—
|
|
|
(7,186
|
)
|
|
—
|
|
|
(7,312
|
)
|
||||
Equity compensation, net
|
—
|
|
|
—
|
|
|
(655
|
)
|
|
—
|
|
|
(655
|
)
|
||||
Vesting of Phantom Units
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Conversions of Series A Preferred
|
—
|
|
|
1,778
|
|
|
11,555
|
|
|
—
|
|
|
11,555
|
|
||||
Translation adjustment, net of taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
(649
|
)
|
|
(649
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at March 31, 2018
|
$
|
1,228
|
|
|
39,428
|
|
|
$
|
93,139
|
|
|
$
|
(12,138
|
)
|
|
$
|
82,229
|
|
Net loss
|
(154
|
)
|
|
—
|
|
|
(9,438
|
)
|
|
—
|
|
|
(9,592
|
)
|
||||
Distributions ($0.3750 per unit)
|
(127
|
)
|
|
—
|
|
|
(7,489
|
)
|
|
—
|
|
|
(7,616
|
)
|
||||
Equity compensation, net
|
—
|
|
|
—
|
|
|
356
|
|
|
—
|
|
|
356
|
|
||||
Vesting of Phantom Units
|
—
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Conversions of Series A Preferred
|
—
|
|
|
1,663
|
|
|
10,602
|
|
|
—
|
|
|
10,602
|
|
||||
Translation adjustment, net of taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,873
|
)
|
|
(2,873
|
)
|
||||
Balance at June 30, 2018
|
$
|
947
|
|
|
41,187
|
|
|
$
|
87,170
|
|
|
$
|
(15,011
|
)
|
|
$
|
73,106
|
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
Operating activities:
|
|
|
|
|
|
||
Net income (loss)
|
$
|
(15,403
|
)
|
|
$
|
(25,329
|
)
|
Reconciliation of net income (loss) to cash provided by (used in) operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
37,586
|
|
|
34,815
|
|
||
Impairment of long-lived assets
|
2,311
|
|
|
—
|
|
||
Provision for deferred income taxes
|
946
|
|
|
172
|
|
||
Series A Preferred redemption premium
|
1,069
|
|
|
—
|
|
||
Series A Preferred paid in kind distributions in interest expense
|
1,061
|
|
|
3,246
|
|
||
Series A Preferred fair value adjustments
|
1,470
|
|
|
967
|
|
||
Equity compensation expense
|
955
|
|
|
(108
|
)
|
||
Provision for doubtful accounts
|
272
|
|
|
322
|
|
||
Amortization of deferred financing costs
|
1,180
|
|
|
1,345
|
|
||
Expense for unamortized finance costs
|
—
|
|
|
3,541
|
|
||
Other non-cash charges and credits
|
374
|
|
|
366
|
|
||
(Gain) loss on sale of property, plant, and
equipment
|
(262
|
)
|
|
24
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|||
Accounts receivable
|
(5,254
|
)
|
|
(13,150
|
)
|
||
Inventories
|
(5,378
|
)
|
|
(23,659
|
)
|
||
Prepaid expenses and other current assets
|
491
|
|
|
(1,504
|
)
|
||
Accounts payable and accrued expenses
|
19,942
|
|
|
15,145
|
|
||
Other
|
(1,018
|
)
|
|
(466
|
)
|
||
Net cash provided by (used in) operating activities
|
40,342
|
|
|
(4,273
|
)
|
||
Investing activities:
|
|
|
|
|
|||
Purchases of property, plant, and equipment, net
|
(39,586
|
)
|
|
(47,262
|
)
|
||
Advances and other investing activities
|
—
|
|
|
34
|
|
||
Net cash used in
investing activities
|
(39,586
|
)
|
|
(47,228
|
)
|
||
Financing activities:
|
|
|
|
|
|||
Proceeds from long-term debt
|
—
|
|
|
380,000
|
|
||
Payments of long-term debt
|
(67
|
)
|
|
(258,000
|
)
|
||
Cash redemptions of Preferred Units
|
(22,452
|
)
|
|
—
|
|
||
Distributions
|
(952
|
)
|
|
(14,928
|
)
|
||
Debt issuance costs
|
—
|
|
|
(7,662
|
)
|
||
Advances from affiliate
|
11,142
|
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
(12,329
|
)
|
|
99,410
|
|
||
Effect of exchange rate
changes on cash
|
11
|
|
|
65
|
|
||
Increase (decrease) in cash and cash equivalents
|
(11,562
|
)
|
|
47,974
|
|
||
Cash and cash equivalents at beginning of period
|
15,858
|
|
|
7,601
|
|
||
Cash and cash equivalents at end of period
|
$
|
4,296
|
|
|
$
|
55,575
|
|
Supplemental cash flow information:
|
|
|
|
|
|||
Interest paid
|
$
|
23,852
|
|
|
$
|
14,041
|
|
Income taxes paid
|
$
|
1,958
|
|
|
$
|
2,080
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
(In Thousands)
|
||||||
Parts and supplies
|
$
|
40,020
|
|
|
$
|
43,538
|
|
Work in progress
|
25,745
|
|
|
21,684
|
|
||
Total inventories
|
$
|
65,765
|
|
|
$
|
65,222
|
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
|
Scheduled Maturity
|
|
(In Thousands)
|
||||||
Credit Agreement
|
|
June 2023
|
|
—
|
|
|
—
|
|
||
7.25% Senior Notes (presented net of the unamortized discount of $2 million as of June 30, 2019 and $2.2 million as of December 31, 2018 and unamortized deferred financing costs of $3.4 million as of June 30, 2019 and $3.9 million as of December 31, 2018)
|
|
August 2022
|
|
290,615
|
|
|
289,797
|
|
||
7.50% Senior Secured Notes (presented net of the unamortized deferred financing costs of $6.2 million as of June 30, 2019 and $6.8 million as of December 31, 2018)
|
|
April 2025
|
|
343,758
|
|
|
343,216
|
|
||
|
|
|
|
634,373
|
|
|
633,013
|
|
||
Less current portion
|
|
|
|
—
|
|
|
—
|
|
||
Total long-term debt
|
|
|
|
$
|
634,373
|
|
|
$
|
633,013
|
|
Derivative Contracts
|
|
US Dollar Notional Amount
|
|
Traded Exchange Rate
|
|
Settlement Date
|
||
|
|
(In Thousands)
|
|
|
|
|
||
Forward sale Mexican peso
|
|
$
|
7,858
|
|
|
19.09
|
|
7/19/2019
|
Foreign currency derivative instruments
|
|
Balance Sheet
|
|
Fair Value at
|
||||||
|
Location
|
|
June 30, 2019
|
|
December 31, 2018
|
|||||
|
|
|
|
(In Thousands)
|
||||||
Forward sale contracts
|
|
Current assets
|
|
$
|
64
|
|
|
$
|
—
|
|
Forward sale contracts
|
|
Current liabilities
|
|
—
|
|
|
(98
|
)
|
||
Net asset (liability)
|
|
|
|
$
|
64
|
|
|
$
|
(98
|
)
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
Description
|
|
Total as of
June 30, 2019 |
|
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
|
|
$
|
(9,000
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(9,000
|
)
|
Asset for foreign currency derivative contracts
|
|
64
|
|
|
—
|
|
|
64
|
|
|
—
|
|
||||
|
|
$
|
(8,936
|
)
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
|
|
|
Quoted Prices
in Active Markets for Identical Assets or Liabilities (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Description
|
|
Total as of
December 31, 2018 |
|
|
|
|||||||||||
|
|
(In Thousands)
|
||||||||||||||
Series A Preferred Units
|
|
$
|
(30,900
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(30,900
|
)
|
Liability for foreign currency derivative contracts
|
|
(98
|
)
|
|
—
|
|
|
(98
|
)
|
|
—
|
|
||||
|
|
$
|
(30,998
|
)
|
|
|
|
|
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Total
|
||||||||||||
|
(In Thousands)
|
||||||||||||||||||||||
Compression service contracts remaining performance obligations
|
$
|
19,830
|
|
|
$
|
19,279
|
|
|
$
|
6,108
|
|
|
$
|
101
|
|
|
$
|
—
|
|
|
$
|
45,318
|
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
|
(In Thousands)
|
||||||
Unearned income, beginning of period
|
$
|
24,898
|
|
|
$
|
15,526
|
|
Additional unearned income
|
83,640
|
|
|
57,509
|
|
||
Revenue recognized
|
(77,708
|
)
|
|
(44,594
|
)
|
||
Unearned income, end of period
|
$
|
30,830
|
|
|
$
|
28,441
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
(In Thousands)
|
||||||||||
Compression and related services
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
55,620
|
|
|
$
|
48,720
|
|
|
$
|
109,637
|
|
|
$
|
95,124
|
|
International
|
8,926
|
|
|
7,989
|
|
|
17,941
|
|
|
15,320
|
|
||||
|
64,546
|
|
|
56,709
|
|
|
127,578
|
|
|
110,444
|
|
||||
Aftermarket services
|
|
|
|
|
|
|
|
||||||||
U.S.
|
17,757
|
|
|
14,385
|
|
|
31,076
|
|
|
27,738
|
|
||||
International
|
412
|
|
|
709
|
|
|
694
|
|
|
1,372
|
|
||||
|
18,169
|
|
|
15,094
|
|
|
31,770
|
|
|
29,110
|
|
||||
Equipment sales
|
|
|
|
|
|
|
|
||||||||
U.S.
|
52,744
|
|
|
28,119
|
|
|
78,924
|
|
|
45,341
|
|
||||
International
|
397
|
|
|
—
|
|
|
1,020
|
|
|
444
|
|
||||
|
53,141
|
|
|
28,119
|
|
|
79,944
|
|
|
45,785
|
|
||||
Total Revenue
|
|
|
|
|
|
|
|
||||||||
U.S.
|
126,121
|
|
|
91,224
|
|
|
219,637
|
|
|
168,203
|
|
||||
International
|
9,735
|
|
|
8,698
|
|
|
19,655
|
|
|
17,136
|
|
||||
|
$
|
135,856
|
|
|
$
|
99,922
|
|
|
$
|
239,292
|
|
|
$
|
185,339
|
|
|
Six Months Ended June 30, 2019
|
||
|
(In Thousands)
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows - operating leases
|
$
|
2,285
|
|
|
|
||
Right-of-use assets obtained in exchange for lease obligations:
|
|
||
Operating leases
|
$
|
2,663
|
|
|
June 30, 2019
|
||
|
(In Thousands)
|
||
Operating leases:
|
|
||
Operating right-of-use asset
|
$
|
8,935
|
|
|
|
||
Accrued liabilities and other
|
$
|
3,980
|
|
Operating lease liabilities
|
4,955
|
|
|
Total operating lease liabilities
|
$
|
8,935
|
|
|
|
|
Operating Leases
|
||
|
(In Thousands)
|
||
|
|
||
Remainder of 2019
|
$
|
2,200
|
|
2020
|
3,953
|
|
|
2021
|
1,937
|
|
|
2022
|
500
|
|
|
2023
|
286
|
|
|
Thereafter
|
1,342
|
|
|
Total lease payments
|
10,218
|
|
|
Less imputed interest
|
(1,283
|
)
|
|
Total lease liabilities
|
$
|
8,935
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
128,611
|
|
|
$
|
9,337
|
|
|
$
|
(2,092
|
)
|
|
$
|
135,856
|
|
Cost of revenues (excluding depreciation and amortization expense)
|
—
|
|
|
89,276
|
|
|
6,166
|
|
|
(2,092
|
)
|
|
93,350
|
|
|||||
Selling, general, and administrative expense
|
590
|
|
|
9,736
|
|
|
648
|
|
|
—
|
|
|
10,974
|
|
|||||
Depreciation and amortization
|
—
|
|
|
18,045
|
|
|
1,009
|
|
|
—
|
|
|
19,054
|
|
|||||
Impairment and other charges
|
—
|
|
|
2,311
|
|
|
—
|
|
|
—
|
|
|
2,311
|
|
|||||
Interest expense, net
|
12,964
|
|
|
81
|
|
|
—
|
|
|
—
|
|
|
13,045
|
|
|||||
Series A Preferred FV Adjustment expense
|
166
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166
|
|
|||||
Other (income) expense, net
|
622
|
|
|
23
|
|
|
(38
|
)
|
|
—
|
|
|
607
|
|
|||||
Equity in net income (loss) of subsidiaries
|
(11,395
|
)
|
|
(1,051
|
)
|
|
—
|
|
|
12,446
|
|
|
—
|
|
|||||
Income (loss) before income tax provision
|
(2,947
|
)
|
|
10,190
|
|
|
1,552
|
|
|
(12,446
|
)
|
|
(3,651
|
)
|
|||||
Provision (benefit) for income taxes
|
—
|
|
|
(1,205
|
)
|
|
501
|
|
|
—
|
|
|
(704
|
)
|
|||||
Net income (loss)
|
(2,947
|
)
|
|
11,395
|
|
|
1,051
|
|
|
(12,446
|
)
|
|
(2,947
|
)
|
|||||
Other comprehensive income (loss)
|
128
|
|
|
128
|
|
|
—
|
|
|
(128
|
)
|
|
128
|
|
|||||
Comprehensive income (loss)
|
$
|
(2,819
|
)
|
|
$
|
11,523
|
|
|
$
|
1,051
|
|
|
$
|
(12,574
|
)
|
|
$
|
(2,819
|
)
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
226,672
|
|
|
$
|
18,371
|
|
|
$
|
(5,751
|
)
|
|
$
|
239,292
|
|
Cost of revenues (excluding depreciation and amortization expense)
|
—
|
|
|
155,015
|
|
|
12,186
|
|
|
(5,751
|
)
|
|
161,450
|
|
|||||
Selling, general, and administrative expense
|
955
|
|
|
19,561
|
|
|
1,123
|
|
|
—
|
|
|
21,639
|
|
|||||
Depreciation and amortization
|
—
|
|
|
35,599
|
|
|
1,987
|
|
|
—
|
|
|
37,586
|
|
|||||
Impairment and other charges
|
—
|
|
|
2,311
|
|
|
—
|
|
|
—
|
|
|
2,311
|
|
|||||
Interest expense, net
|
26,256
|
|
|
88
|
|
|
—
|
|
|
—
|
|
|
26,344
|
|
|||||
Series A Preferred FV Adjustment expense
|
1,470
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,470
|
|
|||||
Other (income) expense, net
|
1,069
|
|
|
168
|
|
|
(1,011
|
)
|
|
—
|
|
|
226
|
|
|||||
Equity in net income (loss) of subsidiaries
|
(14,347
|
)
|
|
(3,189
|
)
|
|
—
|
|
|
17,536
|
|
|
—
|
|
|||||
Income (loss) before income tax provision
|
(15,403
|
)
|
|
17,119
|
|
|
4,086
|
|
|
(17,536
|
)
|
|
(11,734
|
)
|
|||||
Provision (benefit) for income taxes
|
—
|
|
|
2,772
|
|
|
897
|
|
|
—
|
|
|
3,669
|
|
|||||
Net income (loss)
|
(15,403
|
)
|
|
14,347
|
|
|
3,189
|
|
|
(17,536
|
)
|
|
(15,403
|
)
|
|||||
Other comprehensive income (loss)
|
400
|
|
|
400
|
|
|
—
|
|
|
(400
|
)
|
|
400
|
|
|||||
Comprehensive income (loss)
|
$
|
(15,003
|
)
|
|
$
|
14,747
|
|
|
$
|
3,189
|
|
|
$
|
(17,936
|
)
|
|
$
|
(15,003
|
)
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
94,145
|
|
|
$
|
8,080
|
|
|
$
|
(2,303
|
)
|
|
$
|
99,922
|
|
Cost of revenues (excluding depreciation and amortization expense)
|
—
|
|
|
64,531
|
|
|
5,280
|
|
|
(2,303
|
)
|
|
67,508
|
|
|||||
Selling, general, and administrative expense
|
496
|
|
|
9,723
|
|
|
630
|
|
|
—
|
|
|
10,849
|
|
|||||
Depreciation and amortization
|
—
|
|
|
16,674
|
|
|
774
|
|
|
—
|
|
|
17,448
|
|
|||||
Interest expense, net
|
14,042
|
|
|
(219
|
)
|
|
—
|
|
|
—
|
|
|
13,823
|
|
|||||
Series A Preferred FV Adjustment (income)
|
(586
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(586
|
)
|
|||||
Other (income) expense, net
|
—
|
|
|
(625
|
)
|
|
247
|
|
|
—
|
|
|
(378
|
)
|
|||||
Equity in net income (loss) of subsidiaries
|
(4,360
|
)
|
|
(1,433
|
)
|
|
—
|
|
|
5,793
|
|
|
—
|
|
|||||
Income (loss) before income tax provision
|
(9,592
|
)
|
|
5,494
|
|
|
1,149
|
|
|
(5,793
|
)
|
|
(8,742
|
)
|
|||||
Provision (benefit) for income taxes
|
—
|
|
|
1,134
|
|
|
(284
|
)
|
|
—
|
|
|
850
|
|
|||||
Net income (loss)
|
(9,592
|
)
|
|
4,360
|
|
|
1,433
|
|
|
(5,793
|
)
|
|
(9,592
|
)
|
|||||
Other comprehensive income (loss)
|
(2,873
|
)
|
|
(2,873
|
)
|
|
—
|
|
|
2,873
|
|
|
(2,873
|
)
|
|||||
Comprehensive income (loss)
|
$
|
(12,465
|
)
|
|
$
|
1,487
|
|
|
$
|
1,433
|
|
|
$
|
(2,920
|
)
|
|
$
|
(12,465
|
)
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
173,535
|
|
|
$
|
15,466
|
|
|
$
|
(3,662
|
)
|
|
$
|
185,339
|
|
Cost of revenues (excluding depreciation and amortization expense)
|
—
|
|
|
118,820
|
|
|
10,336
|
|
|
(3,662
|
)
|
|
125,494
|
|
|||||
Selling, general, and administrative expense
|
(108
|
)
|
|
18,161
|
|
|
1,093
|
|
|
—
|
|
|
19,146
|
|
|||||
Depreciation and amortization
|
—
|
|
|
33,318
|
|
|
1,497
|
|
|
—
|
|
|
34,815
|
|
|||||
Interest expense, net
|
22,141
|
|
|
3,115
|
|
|
—
|
|
|
—
|
|
|
25,256
|
|
|||||
Series A Preferred FV Adjustment expense
|
967
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
967
|
|
|||||
Other (income) expense, net
|
—
|
|
|
3,710
|
|
|
(884
|
)
|
|
—
|
|
|
2,826
|
|
|||||
Equity in net income (loss) of subsidiaries
|
2,329
|
|
|
(2,931
|
)
|
|
—
|
|
|
602
|
|
|
—
|
|
|||||
Income (loss)before income tax provision
|
(25,329
|
)
|
|
(658
|
)
|
|
3,424
|
|
|
(602
|
)
|
|
(23,165
|
)
|
|||||
Provision (benefit) for income taxes
|
—
|
|
|
1,671
|
|
|
493
|
|
|
—
|
|
|
2,164
|
|
|||||
Net income (loss)
|
(25,329
|
)
|
|
(2,329
|
)
|
|
2,931
|
|
|
(602
|
)
|
|
(25,329
|
)
|
|||||
Other comprehensive income (loss)
|
(3,522
|
)
|
|
(3,522
|
)
|
|
—
|
|
|
3,522
|
|
|
(3,522
|
)
|
|||||
Comprehensive income (loss)
|
$
|
(28,851
|
)
|
|
$
|
(5,851
|
)
|
|
$
|
2,931
|
|
|
$
|
2,920
|
|
|
$
|
(28,851
|
)
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
37,907
|
|
|
$
|
2,435
|
|
|
$
|
—
|
|
|
$
|
40,342
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant, and equipment, net
|
—
|
|
|
(36,379
|
)
|
|
(3,207
|
)
|
|
—
|
|
|
(39,586
|
)
|
|||||
Advances and other investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
—
|
|
|
(36,379
|
)
|
|
(3,207
|
)
|
|
—
|
|
|
(39,586
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Payments of long-term debt
|
—
|
|
|
(67
|
)
|
|
—
|
|
|
—
|
|
|
(67
|
)
|
|||||
Cash redemptions of Preferred Units
|
(22,452
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,452
|
)
|
|||||
Distributions
|
(952
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(952
|
)
|
|||||
Intercompany contribution (distribution)
|
23,404
|
|
|
(23,404
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Advances from affiliate
|
—
|
|
|
11,142
|
|
|
—
|
|
|
—
|
|
|
11,142
|
|
|||||
Net cash provided by (used in) financing activities
|
—
|
|
|
(12,329
|
)
|
|
—
|
|
|
—
|
|
|
(12,329
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
(10,801
|
)
|
|
(761
|
)
|
|
—
|
|
|
(11,562
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
14,148
|
|
|
1,710
|
|
|
—
|
|
|
15,858
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
3,347
|
|
|
$
|
949
|
|
|
$
|
—
|
|
|
$
|
4,296
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
(10,424
|
)
|
|
$
|
6,151
|
|
|
$
|
—
|
|
|
$
|
(4,273
|
)
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant, and equipment, net
|
—
|
|
|
(43,482
|
)
|
|
(3,780
|
)
|
|
—
|
|
|
(47,262
|
)
|
|||||
Advances and other investing activities
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|||||
Net cash provided by (used in) investing activities
|
—
|
|
|
(43,448
|
)
|
|
(3,780
|
)
|
|
—
|
|
|
(47,228
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term debt
|
343,800
|
|
|
36,200
|
|
|
—
|
|
|
—
|
|
|
380,000
|
|
|||||
Payments of long-term debt
|
—
|
|
|
(258,000
|
)
|
|
—
|
|
|
—
|
|
|
(258,000
|
)
|
|||||
Distributions
|
(14,928
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,928
|
)
|
|||||
Other financing activities
|
(7,662
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,662
|
)
|
|||||
Intercompany contribution (distribution)
|
(321,210
|
)
|
|
321,210
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
—
|
|
|
99,410
|
|
|
—
|
|
|
—
|
|
|
99,410
|
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
65
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
45,538
|
|
|
2,436
|
|
|
—
|
|
|
47,974
|
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
4,197
|
|
|
3,404
|
|
|
—
|
|
|
7,601
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
49,735
|
|
|
$
|
5,840
|
|
|
$
|
—
|
|
|
$
|
55,575
|
|
•
|
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 service debt and fund capital expenditures.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In Thousands)
|
||||||||||||||
Net loss
|
$
|
(2,947
|
)
|
|
$
|
(9,592
|
)
|
|
$
|
(15,403
|
)
|
|
$
|
(25,329
|
)
|
Provision (benefit) for income taxes
|
(704
|
)
|
|
850
|
|
|
3,669
|
|
|
2,164
|
|
||||
Depreciation and amortization
|
19,054
|
|
|
17,448
|
|
|
37,586
|
|
|
34,815
|
|
||||
Impairments and other charges
|
2,464
|
|
|
—
|
|
|
2,464
|
|
|
—
|
|
||||
Interest expense, net
|
13,045
|
|
|
13,823
|
|
|
26,344
|
|
|
25,256
|
|
||||
Equity compensation
|
590
|
|
|
496
|
|
|
955
|
|
|
(108
|
)
|
||||
Expense for unamortized finance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
3,541
|
|
||||
Series A Preferred redemption premium
|
621
|
|
|
—
|
|
|
1,069
|
|
|
—
|
|
||||
Series A Preferred fair value adjustments
|
166
|
|
|
(586
|
)
|
|
1,470
|
|
|
967
|
|
||||
Severance
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||
Non-cash cost of compressors sold
|
98
|
|
|
811
|
|
|
1,038
|
|
|
1,135
|
|
||||
Other
|
376
|
|
|
—
|
|
|
376
|
|
|
—
|
|
||||
Adjusted EBITDA
|
$
|
32,763
|
|
|
$
|
23,262
|
|
|
$
|
59,568
|
|
|
$
|
42,453
|
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
|
(In Thousands)
|
||||||
Cash flow from operating activities
|
$
|
40,342
|
|
|
$
|
(4,273
|
)
|
Changes in current assets and current liabilities
|
(8,783
|
)
|
|
23,634
|
|
||
Deferred income taxes
|
(946
|
)
|
|
(172
|
)
|
||
Other non-cash charges
|
(1,411
|
)
|
|
(2,057
|
)
|
||
Interest expense, net
|
26,344
|
|
|
25,256
|
|
||
Series A Preferred accrued paid in kind distributions
|
(1,061
|
)
|
|
(3,246
|
)
|
||
Provision for income taxes
|
3,669
|
|
|
2,164
|
|
||
Severance
|
—
|
|
|
12
|
|
||
Non-cash cost of compressors sold
|
1,038
|
|
|
1,135
|
|
||
Other
|
376
|
|
|
—
|
|
||
Adjusted EBITDA
|
$
|
59,568
|
|
|
$
|
42,453
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In Thousands)
|
|
(In Thousands)
|
||||||||||||
Cash from operations
|
$
|
8,710
|
|
|
$
|
(3,908
|
)
|
|
$
|
40,342
|
|
|
$
|
(4,273
|
)
|
Capital expenditures, net of sales proceeds
|
(16,434
|
)
|
|
(30,223
|
)
|
|
(39,586
|
)
|
|
(47,262
|
)
|
||||
Free cash flow
|
$
|
(7,724
|
)
|
|
$
|
(34,131
|
)
|
|
$
|
756
|
|
|
$
|
(51,535
|
)
|
|
June 30,
|
||||
|
2019
|
|
2018
|
||
Horsepower
|
|
|
|
||
Total horsepower in fleet
|
1,155,440
|
|
|
1,097,546
|
|
Total horsepower in service
|
1,029,045
|
|
|
932,467
|
|
Total horsepower utilization rate
|
89.1
|
%
|
|
85.0
|
%
|
|
Six Months Ended June 30,
|
|||||||||||||||||||
|
|
|
|
|
Period-to-Period Change
|
|
Percentage of Total Revenues
|
Period-to-Period Change
|
||||||||||||
Consolidated Results of Operations
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|||||||||
|
(In Thousands)
|
|
|
|
|
|
|
|||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Compression and related services
|
$
|
127,578
|
|
|
$
|
110,444
|
|
|
$
|
17,134
|
|
|
53.3
|
%
|
|
59.6
|
%
|
|
15.5
|
%
|
Aftermarket services
|
31,770
|
|
|
29,110
|
|
|
2,660
|
|
|
13.3
|
%
|
|
15.7
|
%
|
|
9.1
|
%
|
|||
Equipment sales
|
79,944
|
|
|
45,785
|
|
|
34,159
|
|
|
33.4
|
%
|
|
24.7
|
%
|
|
74.6
|
%
|
|||
Total revenues
|
239,292
|
|
|
185,339
|
|
|
53,953
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
29.1
|
%
|
|||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of compression and related services
|
63,141
|
|
|
61,889
|
|
|
1,252
|
|
|
26.4
|
%
|
|
33.4
|
%
|
|
2.0
|
%
|
|||
Cost of aftermarket services
|
26,678
|
|
|
23,998
|
|
|
2,680
|
|
|
11.1
|
%
|
|
12.9
|
%
|
|
11.2
|
%
|
|||
Cost of equipment sales
|
71,631
|
|
|
39,607
|
|
|
32,024
|
|
|
29.9
|
%
|
|
21.4
|
%
|
|
80.9
|
%
|
|||
Total cost of revenues
|
161,450
|
|
|
125,494
|
|
|
35,956
|
|
|
67.5
|
%
|
|
67.7
|
%
|
|
28.7
|
%
|
|||
Depreciation and amortization
|
37,586
|
|
|
34,815
|
|
|
2,771
|
|
|
15.7
|
%
|
|
18.8
|
%
|
|
8.0
|
%
|
|||
Impairments and other charges
|
2,311
|
|
|
—
|
|
|
2,311
|
|
|
1.0
|
%
|
|
—
|
%
|
|
100.0
|
%
|
|||
Selling, general, and administrative expense
|
21,639
|
|
|
19,146
|
|
|
2,493
|
|
|
9.0
|
%
|
|
10.3
|
%
|
|
13.0
|
%
|
|||
Interest expense, net
|
26,344
|
|
|
25,256
|
|
|
1,088
|
|
|
11.0
|
%
|
|
13.6
|
%
|
|
4.3
|
%
|
|||
Series A Preferred fair value adjustment (income) expense
|
1,470
|
|
|
967
|
|
|
503
|
|
|
0.6
|
%
|
|
0.5
|
%
|
|
52.0
|
%
|
|||
Other (income) expense, net
|
226
|
|
|
2,826
|
|
|
(2,600
|
)
|
|
0.1
|
%
|
|
1.5
|
%
|
|
(92.0
|
)%
|
|||
Income (loss) before income taxes
|
(11,734
|
)
|
|
(23,165
|
)
|
|
11,431
|
|
|
(4.9
|
)%
|
|
(12.5
|
)%
|
|
(49.3
|
)%
|
|||
Provision (benefit) for income taxes
|
3,669
|
|
|
2,164
|
|
|
1,505
|
|
|
1.5
|
%
|
|
1.2
|
%
|
|
69.5
|
%
|
|||
Net income (loss)
|
$
|
(15,403
|
)
|
|
$
|
(25,329
|
)
|
|
$
|
9,926
|
|
|
(6.4
|
)%
|
|
(13.7
|
)%
|
|
(39.2
|
)%
|
|
Six Months Ended June 30,
|
||||||
|
(In Thousands)
|
||||||
|
2019
|
|
2018
|
||||
Operating activities
|
$
|
40,342
|
|
|
$
|
(4,273
|
)
|
Investing activities
|
(39,586
|
)
|
|
(47,228
|
)
|
||
Financing activities
|
(12,329
|
)
|
|
99,410
|
|
•
|
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 our
2018 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
.
|
Period
|
|
Total Number
of Units Purchased
|
|
Average
Price
Paid per Unit
|
|
Total Number of Units Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Units that May Yet be Purchased Under the Publicly Announced
Plans or Programs
|
|||
April 1 – April 30, 2019
|
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
N/A
|
May 1 – May 31, 2019
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
June 1 – June 30, 2019
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
Total
|
|
—
|
|
|
|
|
|
N/A
|
|
N/A
|
10.1*
|
|
10.2*
|
|
31.1*
|
|
31.2*
|
|
32.1**
|
|
32.2**
|
|
101.INS+
|
XBRL Instance Document
|
101.SCH+
|
XBRL Taxonomy Extension
Schema Document
|
101.CAL+
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF+
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB+
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE+
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed with this report.
|
**
|
Furnished with this report.
|
+
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the
three and six
month periods ended
June 30, 2019
and
2018
; (ii) Consolidated Statements of Comprehensive Income for the
three and six
month periods ended
June 30, 2019
and
2018
; (iii) Consolidated Balance Sheets as of
June 30, 2019
and
December 31, 2018
; (iv) Consolidated Statement of Partners’ Capital for the
six
month period ended
June 30, 2019
; (v) Consolidated Statements of Cash Flows for the
six
month periods ended
June 30, 2019
and
2018
; and (iv) Notes to Consolidated Financial Statements for the
six
months ended
June 30, 2019
.
|
|
|
CSI COMPRESSCO LP
|
|
|
|
By:
|
CSI Compressco GP Inc.,
|
|
|
|
its
General Partner
|
|
|
|
|
Date:
|
August 7, 2019
|
By:
|
/s/Brady M. Murphy
|
|
|
|
Brady M. Murphy
|
|
|
|
Interim President
|
|
|
|
Principal Executive Officer
|
|
|
|
|
Date:
|
August 7, 2019
|
By:
|
/s/Elijio V. Serrano
|
|
|
|
Elijio V. Serrano
|
|
|
|
Chief Financial Officer
|
|
|
|
Principal Financial Officer
|
|
|
|
|
Date:
|
August 7, 2019
|
By:
|
/s/Michael E. Moscoso
|
|
|
|
Michael E. Moscoso
|
|
|
|
Vice President - Finance
|
|
|
|
Principal Accounting Officer
|
|
|
|
|
|
BORROWERS
:
CSI COMPRESSCO LP
By: CSI Compressco GP Inc.,
its General Partner
By:
/s/ Joseph J. Meyer
Name: Joseph J. Meyer
Title: Treasurer
|
|
CSI COMPRESSCO SUB INC.
By:
/s/ Joseph J. Meyer
Name: Joseph J. Meyer
Title: Treasurer
|
|
CSI COMPRESSCO OPERATING LLC
By:
/s/ Joseph J. Meyer
Name: Joseph J. Meyer
Title: Treasurer
|
By:
|
CSI Compressco Operating LLC,
its sole member |
By:
|
CSI Compressco Operating LLC,
its sole member |
By:
|
CSI Compressco Sub Inc.,
its sole member |
Borrowing Base Certificate
|
|
|
||
|
Loan Number
|
AAA00
|
||
CSI Compressco LP
|
|
Trade AR
|
||
Beginning AR Balance (AR balance from Prior BBC)
|
−
|
|
−
|
|
Sales (+)
|
−
|
|
−
|
|
Credit Memos (-)
|
−
|
|
−
|
|
Adjustments (+)
|
−
|
|
−
|
|
Adjustments (-)
|
−
|
|
−
|
|
Net Collections - Includes Non NR Cash (-)
|
−
|
|
−
|
|
Discounts (-)
|
−
|
|
−
|
|
Non A/R Cash (+)
|
−
|
|
−
|
|
Unapplied Cash (-)
|
−
|
|
−
|
|
Gross Accounts Receivable
|
−
|
|
−
|
|
Ineligible A/R
|
|
|
||
Past due
|
−
|
|
−
|
|
Aged Credits
|
−
|
|
−
|
|
Cross-Aged
|
−
|
|
−
|
|
Contra
|
−
|
|
−
|
|
Debit Memo & Chargeback
|
−
|
|
−
|
|
Finance Charge
|
−
|
|
−
|
|
Concentration
|
−
|
|
−
|
|
Bankruptcy/Credit Hold
|
−
|
|
−
|
|
COD/Cash
|
−
|
|
−
|
|
Foreign
|
−
|
|
−
|
|
Government
|
−
|
|
−
|
|
Intercompany
|
−
|
|
−
|
|
Excess of AR
|
−
|
|
−
|
|
Other Ineligibles
|
−
|
|
−
|
|
Total Ineligible A/R
|
−
|
|
−
|
|
Net Eligible A/R
|
−
|
|
−
|
|
Advance Rate
|
85
|
%
|
85
|
%
|
Net Eligible A/R @ Adv %
|
−
|
|
−
|
|
Less: Dilution Reserve
|
−
|
|
−
|
|
Less: Other Availability Reserve
|
−
|
|
−
|
|
Eligible A/R @ Adv %, net of Availability Reserves
|
−
|
|
−
|
|
Sub Limit
|
N/A
|
|
N/A
|
|
A/R Availability (Item A)
|
−
|
|
−
|
|
Beginning Inventory Balance (Inventory balance from Prior BBC)
|
−
|
|
−
|
|
Purchases (+)
|
−
|
|
−
|
|
Sales (-)
|
−
|
|
−
|
|
Adjustments (+)
|
−
|
|
−
|
|
Adjustments (-)
|
−
|
|
−
|
|
Gross Inventory
|
−
|
|
−
|
|
Ineligible Inventory
|
|
|
||
Obsolete, Defective, etc.
|
−
|
|
−
|
|
Governmental Authority Standards
|
−
|
|
−
|
|
Consignment
|
−
|
|
−
|
|
Negotiable Document of Title
|
−
|
|
−
|
|
Possession of Bailee/ Warehouseman
|
−
|
|
−
|
|
Not Covered by Reasonably Acceptable Insurance
|
−
|
|
−
|
|
Other Ineligibles
|
−
|
|
−
|
|
Total Ineligible Inventory
|
−
|
|
−
|
|
Net Eligible Inventory
|
−
|
|
−
|
|
Advance Rate
|
50
|
%
|
50
|
%
|
Net Eligible Inventory @ Adv % (Sub-total)
|
−
|
|
−
|
|
Sub Limit (Least of (a) $10,000,000, (b) 25% of Line Cap and (c) Sub-total)
|
−
|
|
−
|
|
Gross Inventory Availability
|
−
|
|
−
|
|
Less: Inventory Reserve
|
−
|
|
−
|
|
Less: Rent and Charges Reserve
|
−
|
|
−
|
|
Less: Other Availability Reserve
|
−
|
|
−
|
|
Net Inventory Availability (Item B)
|
−
|
|
−
|
|
Gross Availability (Sum of Item A and Item B)
|
|
−
|
|
|
Line Amount
|
|
|
$50,000,000
|
|
ADJUSTED GROSS AVAILABILITY (Lesser of Gross Availability and Line Amount)
|
|
−
|
|
|
Suppressed Availability
|
|
−
|
|
|
|
|
|
||
Revolving Loan Balance
|
|
−
|
|
|
Letters of Credit
|
|
−
|
|
|
AP Amount to Vendors with Lien/Security Interests
|
|
−
|
|
|
Availability Block
|
|
N/A
|
|
|
Loan Exposures
|
|
−
|
|
NET AVAILABILITY/ (SHORTFALL)
|
|
−
|
By:
|
CSI Compressco GP Inc.,
its General Partner |
By:
|
Name: Title: |
1.
|
I have reviewed this report on Form 10-Q for the fiscal
quarter ended
June 30, 2019
, of CSI Compressco LP;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of
the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent function):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
Date:
|
August 7, 2019
|
/s/Brady Murphy
|
|
|
Brady M. Murphy
|
|
|
Interim President
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this report on Form 10-Q for the fiscal quarter ended
June 30, 2019
, of CSI Compressco LP;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The
registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal controls over financial reporting.
|
Date:
|
August 7, 2019
|
/s/Elijio V. Serrano
|
|
|
Elijio V. Serrano
|
|
|
Chief Financial Officer
|
|
|
Principal Financial Officer and Principal Accounting Officer
|
|
|
(Principal Financial
Officer)
|
Dated:
|
August 7, 2019
|
/s/Brady M. Murphy
|
|
|
Brady M. Murphy, Interim President
|
|
|
(Principal Executive Officer)
|
Dated:
|
August 7, 2019
|
/s/Elijio V. Serrano
|
|
|
Elijio V. Serrano
|
|
|
Chief Financial Officer
|
|
|
Principal Financial Officer and Principal Accounting Officer
|
|
|
(Principal Financial Officer)
|