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
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☒
|
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 trading price of our common units, and 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;
|
•
|
global or national health concerns, including the outbreak of pandemics or epidemics such as the coronavirus (COVID-19),
|
•
|
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)
|
|
3,265
|
|
|
153,062
|
|
|
13.0
|
%
|
Medium-horsepower (101-1,000)
|
|
1,554
|
|
|
436,058
|
|
|
37.0
|
%
|
High-horsepower (1,001 and over)
|
|
426
|
|
|
588,625
|
|
|
50.0
|
%
|
Total
|
|
5,245
|
|
|
1,177,745
|
|
|
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.
|
•
|
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, 2019
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
Nov 1 – Nov 30, 2019
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
Dec 1 – Dec 31, 2019
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
Total
|
|
—
|
|
|
|
|
|
N/A
|
|
N/A
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(In Thousands, Except Per Unit Amounts)
|
||||||||||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
|
$
|
476,581
|
|
|
$
|
438,663
|
|
|
$
|
295,566
|
|
|
$
|
311,363
|
|
|
$
|
457,641
|
|
Cost of revenues
|
|
317,499
|
|
|
308,397
|
|
|
193,498
|
|
|
191,260
|
|
|
290,660
|
|
|||||
Depreciation and amortization expense
|
|
76,663
|
|
|
70,500
|
|
|
69,140
|
|
|
72,123
|
|
|
81,838
|
|
|||||
Impairments and other charges
|
|
3,160
|
|
|
681
|
|
|
—
|
|
|
10,223
|
|
|
11,797
|
|
|||||
Insurance recoveries
|
|
(555
|
)
|
|
—
|
|
|
(2,352
|
)
|
|
—
|
|
|
—
|
|
|||||
Selling, general, and administrative expenses
|
|
43,100
|
|
|
39,600
|
|
|
33,438
|
|
|
36,222
|
|
|
43,479
|
|
|||||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92,334
|
|
|
139,444
|
|
|||||
Interest expense, net
|
|
53,375
|
|
|
52,585
|
|
|
43,135
|
|
|
38,055
|
|
|
34,964
|
|
|||||
Series A Preferred fair value adjustment
|
|
1,470
|
|
|
(838
|
)
|
|
(3,402
|
)
|
|
5,036
|
|
|
—
|
|
|||||
Other expense, net
|
|
(511
|
)
|
|
2,101
|
|
|
(216
|
)
|
|
2,383
|
|
|
2,190
|
|
|||||
Income (loss) before income tax provision
|
|
(17,620
|
)
|
|
(34,363
|
)
|
|
(37,675
|
)
|
|
(136,273
|
)
|
|
(146,731
|
)
|
|||||
Net income (loss)
|
|
$
|
(20,973
|
)
|
|
$
|
(36,978
|
)
|
|
$
|
(40,459
|
)
|
|
$
|
(138,138
|
)
|
|
$
|
(146,630
|
)
|
Net income (loss) per common unit, basic
|
|
$
|
(0.44
|
)
|
|
$
|
(0.88
|
)
|
|
$
|
(1.13
|
)
|
|
$
|
(4.07
|
)
|
|
$
|
(4.36
|
)
|
Weighted average common units outstanding, basic
|
|
47,006,543
|
|
|
41,552,804
|
|
|
35,035,428
|
|
|
33,262,376
|
|
|
33,169,413
|
|
|||||
Net income (loss) per common unit, diluted
|
|
$
|
(0.44
|
)
|
|
$
|
(0.88
|
)
|
|
$
|
(1.13
|
)
|
|
$
|
(4.07
|
)
|
|
$
|
(4.36
|
)
|
Weighted average common units outstanding, diluted
|
|
47,006,543
|
|
|
41,552,804
|
|
|
35,035,428
|
|
|
33,262,376
|
|
|
33,169,413
|
|
|||||
Cash distributions declared per common unit
|
|
$
|
0.04
|
|
|
$
|
0.57
|
|
|
$
|
0.75
|
|
|
$
|
1.51
|
|
|
$
|
1.98
|
|
|
|
December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(In Thousands)
|
||||||||||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Working capital
|
|
$
|
19,666
|
|
|
$
|
57,394
|
|
|
$
|
38,141
|
|
|
$
|
52,090
|
|
|
$
|
59,300
|
|
Total assets
|
|
822,246
|
|
|
826,744
|
|
|
742,932
|
|
|
786,140
|
|
|
966,627
|
|
|||||
Long-term debt
|
|
638,238
|
|
|
633,013
|
|
|
512,176
|
|
|
504,090
|
|
|
566,658
|
|
|||||
Partners' capital
|
|
48,991
|
|
|
67,403
|
|
|
95,027
|
|
|
143,249
|
|
|
332,158
|
|
•
|
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 those of our competitors; and
|
•
|
determine our ability to incur and service debt and fund capital expenditures.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In Thousands)
|
||||||||||
Net income (loss)
|
|
$
|
(20,973
|
)
|
|
$
|
(36,978
|
)
|
|
$
|
(40,459
|
)
|
Provision for income taxes
|
|
3,353
|
|
|
2,615
|
|
|
2,784
|
|
|||
Depreciation and amortization
|
|
76,663
|
|
|
70,500
|
|
|
69,140
|
|
|||
Impairments and other charges
|
|
3,313
|
|
|
681
|
|
|
—
|
|
|||
Bad debt expense attributable to bankruptcy of customer
|
|
1,768
|
|
|
—
|
|
|
—
|
|
|||
Interest expense, net
|
|
53,375
|
|
|
52,585
|
|
|
43,135
|
|
|||
Equity compensation
|
|
1,064
|
|
|
639
|
|
|
1,219
|
|
|||
Expense for unamortized finance costs
|
|
—
|
|
|
3,539
|
|
|
—
|
|
|||
Non-income tax contingency
|
|
—
|
|
|
2,110
|
|
|
—
|
|
|||
Series A Preferred redemption premium
|
|
1,468
|
|
|
—
|
|
|
—
|
|
|||
Series A Preferred fair value adjustments
|
|
1,470
|
|
|
(838
|
)
|
|
(3,402
|
)
|
|||
Omnibus expense paid in equity
|
|
—
|
|
|
—
|
|
|
1,746
|
|
|||
Severance
|
|
118
|
|
|
12
|
|
|
63
|
|
|||
Non-cash cost of compressors sold
|
|
6,023
|
|
|
4,126
|
|
|
8,505
|
|
|||
Other
|
|
630
|
|
|
176
|
|
|
1,011
|
|
|||
Adjusted EBITDA
|
|
$
|
128,272
|
|
|
$
|
99,167
|
|
|
$
|
83,742
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In Thousands)
|
||||||||||
Cash flow from operating activities
|
|
67,696
|
|
|
30,121
|
|
|
39,068
|
|
|||
Changes in current assets and current liabilities
|
|
311
|
|
|
16,614
|
|
|
(1,357
|
)
|
|||
Deferred income taxes
|
|
(129
|
)
|
|
178
|
|
|
(757
|
)
|
|||
Other non-cash charges
|
|
(4,305
|
)
|
|
(3,951
|
)
|
|
(4,391
|
)
|
|||
Bad debt expense attributable to bankruptcy of customer
|
|
1,768
|
|
|
—
|
|
|
—
|
|
|||
Non-income tax contingency
|
|
—
|
|
|
2,110
|
|
|
—
|
|
|||
Interest expense, net
|
|
53,375
|
|
|
52,585
|
|
|
43,135
|
|
|||
Series A Preferred paid in kind distributions
|
|
(1,123
|
)
|
|
(5,419
|
)
|
|
(8,380
|
)
|
|||
Insurance recoveries
|
|
555
|
|
|
—
|
|
|
2,352
|
|
|||
Provision for income taxes
|
|
3,353
|
|
|
2,615
|
|
|
2,784
|
|
|||
Acquisition costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Omnibus expense paid in equity
|
|
—
|
|
|
—
|
|
|
1,746
|
|
|||
Severance
|
|
118
|
|
|
12
|
|
|
63
|
|
|||
Non-cash cost of compressors sold
|
|
6,023
|
|
|
4,126
|
|
|
8,505
|
|
|||
Software implementation
|
|
630
|
|
|
176
|
|
|
1,011
|
|
|||
Adjusted EBITDA
|
|
$
|
128,272
|
|
|
$
|
99,167
|
|
|
$
|
83,779
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In Thousands)
|
||||||||||
Cash from operations, net
|
$
|
67,696
|
|
|
$
|
30,121
|
|
|
$
|
39,068
|
|
Capital expenditures, net of sales proceeds
|
(64,773
|
)
|
|
(103,489
|
)
|
|
(25,126
|
)
|
|||
Free cash flow
|
$
|
2,923
|
|
|
$
|
(73,368
|
)
|
|
$
|
13,942
|
|
|
|
December 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Horsepower
|
|
|
|
|
|
|
|||
Total horsepower in fleet
|
|
1,177,745
|
|
|
1,135,477
|
|
|
1,081,919
|
|
Total horsepower in service
|
|
1,059,590
|
|
|
983,848
|
|
|
900,638
|
|
Total horsepower utilization rate
|
|
90.0
|
%
|
|
86.6
|
%
|
|
83.2
|
%
|
|
December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Horsepower utilization rate by class
|
|
|
|
|
|
|||
Low horsepower (0-100)
|
70.8
|
%
|
|
66.4
|
%
|
|
65.4
|
%
|
Medium-horsepower (101-1,000)
|
86.0
|
%
|
|
84.9
|
%
|
|
80.8
|
%
|
High-horsepower (1,001 and over)
|
97.9
|
%
|
|
95.0
|
%
|
|
92.8
|
%
|
|
|
Year Ended December 31, 2019
|
|||||||||||||||||||
|
|
|
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
|
|
$
|
257,723
|
|
|
$
|
229,895
|
|
|
$
|
27,828
|
|
|
54.1
|
%
|
|
52.4
|
%
|
|
12.1
|
%
|
Aftermarket services
|
|
76,290
|
|
|
70,907
|
|
|
5,383
|
|
|
16.0
|
%
|
|
16.2
|
%
|
|
7.6
|
%
|
|||
Equipment sales
|
|
142,568
|
|
|
137,861
|
|
|
4,707
|
|
|
29.9
|
%
|
|
31.4
|
%
|
|
3.4
|
%
|
|||
Total revenues
|
|
476,581
|
|
|
438,663
|
|
|
37,918
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
8.6
|
%
|
|||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of compression and related services
|
|
125,104
|
|
|
127,128
|
|
|
(2,024
|
)
|
|
26.3
|
%
|
|
29.0
|
%
|
|
(1.6
|
)%
|
|||
Cost of aftermarket services
|
|
63,757
|
|
|
57,870
|
|
|
5,887
|
|
|
13.4
|
%
|
|
13.2
|
%
|
|
10.2
|
%
|
|||
Cost of equipment sales
|
|
128,638
|
|
|
123,399
|
|
|
5,239
|
|
|
27.0
|
%
|
|
28.1
|
%
|
|
4.2
|
%
|
|||
Total cost of revenues
|
|
317,499
|
|
|
308,397
|
|
|
9,102
|
|
|
66.6
|
%
|
|
70.3
|
%
|
|
3.0
|
%
|
|||
Depreciation and amortization
|
|
76,663
|
|
|
70,500
|
|
|
6,163
|
|
|
16.1
|
%
|
|
16.1
|
%
|
|
8.7
|
%
|
|||
Impairments and other charges
|
|
3,160
|
|
|
681
|
|
|
2,479
|
|
|
0.7
|
%
|
|
0.2
|
%
|
|
364.0
|
%
|
|||
Insurance recoveries
|
|
(555
|
)
|
|
—
|
|
|
(555
|
)
|
|
(0.1
|
)%
|
|
—
|
%
|
|
100.0
|
%
|
|||
Selling, general, and administrative expense
|
|
43,100
|
|
|
39,600
|
|
|
3,500
|
|
|
9.0
|
%
|
|
9.0
|
%
|
|
8.8
|
%
|
|||
Interest expense, net
|
|
53,375
|
|
|
52,585
|
|
|
790
|
|
|
11.2
|
%
|
|
12.0
|
%
|
|
1.5
|
%
|
|||
Series A Preferred fair value adjustment
|
|
1,470
|
|
|
(838
|
)
|
|
2,308
|
|
|
0.3
|
%
|
|
(0.2
|
)%
|
|
(275.4
|
)%
|
|||
Other (income) expense, net
|
|
(511
|
)
|
|
2,101
|
|
|
(2,612
|
)
|
|
(0.1
|
)%
|
|
0.5
|
%
|
|
(124.3
|
)%
|
|||
Loss before income taxes
|
|
(17,620
|
)
|
|
(34,363
|
)
|
|
16,743
|
|
|
(3.7
|
)%
|
|
(7.8
|
)%
|
|
(48.7
|
)%
|
|||
Provision for income taxes
|
|
3,353
|
|
|
2,615
|
|
|
738
|
|
|
0.7
|
%
|
|
0.6
|
%
|
|
28.2
|
%
|
|||
Net Loss
|
|
$
|
(20,973
|
)
|
|
$
|
(36,978
|
)
|
|
$
|
16,005
|
|
|
(4.4
|
)%
|
|
(8.4
|
)%
|
|
(43.3
|
)%
|
|
Payments Due
|
||||||||||||||||||||||||||
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
|
(In Thousands)
|
||||||||||||||||||||||||||
Long-term debt
|
$
|
649,430
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
295,930
|
|
|
$
|
3,500
|
|
|
$
|
—
|
|
|
$
|
350,000
|
|
Interest on debt
|
197,628
|
|
|
47,795
|
|
|
47,795
|
|
|
40,683
|
|
|
26,355
|
|
|
26,250
|
|
|
8,750
|
|
|||||||
Operating leases
|
24,787
|
|
|
7,840
|
|
|
5,791
|
|
|
3,684
|
|
|
1,934
|
|
|
1,934
|
|
|
3,604
|
|
|||||||
Affiliate financing obligation
|
14,372
|
|
|
3,015
|
|
|
3,015
|
|
|
3,015
|
|
|
3,015
|
|
|
2,312
|
|
|
—
|
|
|||||||
Total contractual cash obligations
|
$
|
886,217
|
|
|
$
|
58,650
|
|
|
$
|
56,601
|
|
|
$
|
343,312
|
|
|
$
|
34,804
|
|
|
$
|
30,496
|
|
|
$
|
362,354
|
|
Name
|
|
Age
|
|
Position with CSI Compressco GP
|
Paul D. Coombs
|
|
64
|
|
Independent Director
|
D. Frank Harrison
|
|
72
|
|
Independent Director
|
James R. Larson
|
|
70
|
|
Independent Director
|
Brady M. Murphy
|
|
60
|
|
President, Chairman of the Board of Directors
|
William D. Sullivan
|
|
63
|
|
Independent Director
|
Elijio V. Serrano
|
|
62
|
|
Chief Financial Officer, Director
|
Ronald J. Foster
|
|
63
|
|
Senior Vice President and Chief Marketing Officer
|
Miguel Luna
|
|
49
|
|
Vice President of Engineered Products Sales & International Operations
|
Roy McNiven
|
|
40
|
|
Senior Vice President of Operations and Manufacturing
|
Michael E. Moscoso
|
|
54
|
|
Vice President - Finance
|
Matthew B. Pitcock
|
|
38
|
|
Vice President North America Sales, Compression Services
|
Name
|
|
Age
|
|
Position with CSI Compressco GP
|
Bass C. Wallace, Jr.
|
|
61
|
|
General Counsel
|
Jacek M. Mucha
|
|
41
|
|
Treasurer
|
Elisabeth K. Evans
|
|
57
|
|
Vice President-Human Resources of TETRA Technologies, Inc.
|
Timothy C. Moeller
|
|
56
|
|
Vice President and Chief Procurement Officer of TETRA Technologies, Inc.
|
Name and Principal Position
|
Year
|
|
Salary
|
|
Bonus
|
|
Unit Awards(1)
|
|
Non-Equity
Incentive Plan Compensation(2) |
|
All Other Compensation(3)
|
|
Total
|
||||||||||||
|
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
||||||||||||
Brady M. Murphy
|
2019
|
|
(4
|
)
|
|
(4
|
)
|
|
$
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
$
|
—
|
|
||||
President
|
2018
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Roy E. McNiven(5)
|
2019
|
|
$
|
286,460
|
|
|
$
|
—
|
|
|
$
|
151,035
|
|
|
$
|
104,021
|
|
|
$
|
10,909
|
|
|
$
|
552,425
|
|
SVP, Operations & Manufacturing
|
2018
|
|
64,615
|
|
|
88,000
|
|
|
103,498
|
|
|
23,842
|
|
|
1,292
|
|
|
281,247
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ronald J. Foster
|
2019
|
|
$
|
328,752
|
|
|
$
|
—
|
|
|
$
|
100,692
|
|
|
$
|
128,405
|
|
|
$
|
15,275
|
|
|
$
|
573,124
|
|
SVP, Chief Marketing Officer
|
2018
|
|
325,000
|
|
|
—
|
|
|
98,353
|
|
|
121,475
|
|
|
16,325
|
|
|
561,153
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owen A. Serjeant
|
2019
|
|
$
|
249,154
|
|
|
$
|
—
|
|
|
$
|
604,134
|
|
|
$
|
—
|
|
|
$
|
28,376
|
|
|
$
|
881,664
|
|
Former President
|
2018
|
|
410,000
|
|
|
—
|
|
|
737,584
|
|
|
238,382
|
|
|
1,715
|
|
|
1,387,681
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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, 2019 and 2018, 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 2019 performance phantom unit awards assuming achievement of the maximum performance level would be: Mr. Serjeant, $604,134; Mr. McNiven, $151,035; and Mr. Foster, $100,692. Phantom unit awards and performance phantom unit awards granted under the CSI Compressco equity plan on February 21, 2019 relate to our common units and are valued at $2.66 per common unit in accordance with FASB ASC Topic 718. Each phantom unit award and performance phantom unit award granted on February 21, 2019 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. Each phantom unit award vests ratably over three years on the anniversary of the grant date until fully vested on February 21, 2022. Each performance phantom unit covers a three-year performance period and vesting of such award is subject to satisfaction of the performance criteria as determined by our Board.
|
(2)
|
Amounts shown in the "Non-Equity Incentive Compensation Plan" column are the earned portions of awards granted under TETRA's Cash Incentive Compensation Plan for the annual performance period ended December 31, 2019. Such awards are payable, to the extent earned, based on financial and operational performance measures, including CSI Compressco's 2019 EBITDA and Distributable Cash Flow, Total Recordable Incident Rate (TRIR), Chargeable Vehicle Incident Rate (CVIR), and individual performance objectives. Amounts earned as of December 31, 2019 are expected to be paid on March 16, 2020.
|
(3)
|
The amounts reflected represent: (i) matching contributions under our 401(k) Retirement Plan; (ii) for Messrs. McNiven, Foster, and Serjeant, 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 $21,059 for Mr. Serjeant, $1,409 for Mr. McNiven, and $7,383 for Mr. Foster in 2019; and (iii) for Mr. Foster, the use of a company-owned vehicle. Mr. Serjeant's employment with our general partner ceased on July 22, 2019 and the unvested phantom units held by Mr. Serjeant were forfeited.
|
(4)
|
The compensation of Mr. Murphy, the President and CEO of TETRA, is determined by TETRA. As noted above, no compensation has been reported for Mr. Murphy because none of his compensation is specifically allocated to us and no portion payable by us under the Omnibus Agreement is specifically allocated to the services provided to us by Mr. Murphy.
|
(5)
|
Mr. McNiven was first employed by us on October 1, 2018. The amount included in the "Bonus" column for Mr. McNiven is a guaranteed cash bonus payable to him under the terms of his initial employment with us.
|
|
|
Option Awards(1)
|
|
Unit Awards
|
||||||||||||||||||||
|
|
Number of Securities
Underlying
Unexercised Options
|
|
Option Exercise Price
|
|
Option Expiration Date
|
|
Number of Units that Have Not Vested
|
|
Market Value of Units that Have Not Vested(2)
|
|
Equity Incentive Plan Awards: Number of Unearned Units that Have Not Vested(3)
|
|
Equity Incentive Plan Awards: Market Value or Payout Value of Unearned Units that Have Not Vested(3)
|
||||||||||
Name
|
|
Options Exercisable
|
|
Options Unexercisable
|
|
|
|
|
|
|
||||||||||||||
|
|
(#)
|
|
(#)
|
|
($/Share)
|
|
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
||||||||
Brady M. Murphy
|
|
|
|
|
|
|
|
|
|
0
|
|
$
|
—
|
|
|
0
|
|
$
|
—
|
|
||||
Owen A. Serjeant(4)
|
|
|
|
|
|
|
|
|
|
0
|
—
|
$
|
—
|
|
|
|
|
|
||||||
Owen A. Serjeant(4)
|
|
|
|
|
|
|
|
|
|
0
|
—
|
$
|
—
|
|
|
0
|
—
|
$
|
—
|
|
||||
Ronald J. Foster
|
|
31,500
|
|
|
—
|
|
|
$
|
4.17
|
|
|
4/9/2019
|
|
|
|
|
|
|
|
|
||||
Ronald J. Foster
|
|
14,500
|
|
|
—
|
|
|
$
|
10.20
|
|
|
5/20/2020
|
|
|
|
|
|
|
|
|
||||
Ronald J. Foster
|
|
|
|
|
|
|
|
|
|
935
|
(5)
|
$
|
2,538
|
|
|
|
|
|
||||||
Ronald J. Foster
|
|
|
|
|
|
|
|
|
|
4,247
|
(6)
|
$
|
11,529
|
|
|
6,370
|
(7)
|
$
|
17,293
|
|
||||
Ronald J. Foster
|
|
|
|
|
|
|
|
|
|
4,927
|
(8)
|
$
|
51,381
|
|
|
18,927
|
(9)
|
$
|
51,381
|
|
||||
Roy E. McNiven
|
|
|
|
|
|
|
|
|
|
12,946
|
(10)
|
|
|
|
|
|
|
|
||||||
Roy E. McNiven
|
|
|
|
|
|
|
|
|
|
28,390
|
(8)
|
$
|
77,070
|
|
|
28,390
|
(9)
|
$
|
77,070
|
|
(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 $2.71, the closing price of our common units on December 31, 2019.
|
(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 $2.71, the closing price of our common units on December 31, 2019.
|
(4)
|
Mr. Serjeant terminated employment July 22, 2019 and forfeited all unvested phantom units.
|
(5)
|
Two-third of the phantom unit award granted on February 24, 2017 vested on February 24, 2018 and February 24, 2019; the remaining one-third portion vested on February 24, 2020.
|
(6)
|
One-third of the unvested phantom unit award granted on February 24, 2018 vested on each of February 24, 2019 and February 24, 2020; the remaining one-third portion will vest on February 24, 2021.
|
(7)
|
The performance phantom unit award for the performance period of January 1, 2018 through December 31, 2020 may be settled pursuant to the terms of the award in March of 2021 if applicable performance objectives are met. The number of units shown is the target number of units that may be issued under the award.
|
(8)
|
One-third of the unvested phantom unit award granted on February 21, 2019 vested on February 21, 2020; the remaining one-third portions will vest on February 21, 2021, and February 21, 2022.
|
(9)
|
The performance phantom unit award for the performance period of January 1, 2019 through December 31, 2021 may be settled pursuant to the terms of the award in March of 2022 if applicable performance objectives are met. The number of units shown is the target number of units that may be issued under the award.
|
(10)
|
One-third of the unvested phantom unit award granted on October 1, 2018 vested on October 1, 2019; the remaining one-third portions will vest on October 1, 2020, and October 1, 2021.
|
Name
|
|
Fees Earned or Paid in Cash(1)
|
|
Unit Awards(2)
|
|
Total
|
|
||||||
|
|
($)
|
|
($)
|
|
($)
|
|
||||||
Stuart M. Brightman
|
|
$
|
—
|
|
(3)
|
$
|
—
|
|
(3)
|
$
|
—
|
|
(3)
|
Paul D. Coombs
|
|
60,000
|
|
|
64,381
|
|
|
124,381
|
|
|
|||
D. Frank Harrison
|
|
60,000
|
|
|
69,745
|
|
|
129,745
|
|
|
|||
James R. Larson
|
|
60,000
|
|
|
75,110
|
|
|
135,110
|
|
|
|||
Brady M. Murphy
|
|
—
|
|
(3)
|
—
|
|
(3)
|
—
|
|
(3)
|
|||
Owen A. Serjeant
|
|
—
|
|
(3)
|
—
|
|
(3)
|
—
|
|
(3)
|
|||
Elijio V. Serrano
|
|
—
|
|
(3)
|
—
|
|
(3)
|
—
|
|
(3)
|
|||
William D. Sullivan
|
|
60,000
|
|
|
64,381
|
|
|
124,381
|
|
|
(1)
|
The amounts in this column reflect payments earned for service as a non-employee director during 2019.
|
(2)
|
Phantom units granted on May 3, 2019 are valued at $3.22 per common unit in accordance with FASB ASC Topic 718. As of December 31, 2019, the following phantom units are unvested for the respective director: Mr. Coombs - 13,996 phantom units; Mr. Harrison - 14,512 phantom units; Mr. Larson - 15,628 phantom units; and, Mr. Sullivan - 13,396 phantom units.
|
(3)
|
Messrs. Brightman, Murphy, Serjeant, and Serrano did not receive compensation for their service as directors during 2019 since they are/were 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
|
|
16,190,448
|
|
|
(2)
|
|
34.4
|
%
|
Invesco Ltd.
1555 Peachtree Street NE, Suite 1800
Atlanta, Georgia 30309
|
|
5,451,670
|
|
|
(3)
|
|
11.6
|
%
|
Merced Capital, L.P.
601 Carlson Parkway, Suite 200 Minnetonka, Minnesota 55305 |
|
3,754,987
|
|
|
(4)
|
|
7.98
|
%
|
Brady M. Murphy
|
|
—
|
|
|
|
|
*
|
|
Owen A. Serjeant
|
|
39,503
|
|
|
|
|
*
|
|
Paul D. Coombs
|
|
55,338
|
|
|
|
|
*
|
|
D. Frank Harrison
|
|
56,917
|
|
|
|
|
*
|
|
James R. Larson
|
|
64,891
|
|
|
|
|
*
|
|
Elijio V. Serrano
|
|
8,046
|
|
|
|
|
*
|
|
Name and Business Address of Beneficial Owner
|
|
Common Units Beneficially Owned
|
|
|
|
Percentage
of Class(1)
|
||
William D. Sullivan
|
|
70,107
|
|
|
|
|
*
|
|
Ronald J. Foster
|
|
101,710
|
|
|
|
|
*
|
|
Roy E. McNiven
|
|
11,314
|
|
|
|
|
*
|
|
Director and executive officers as a group (16 persons)
|
|
457,219
|
|
|
|
|
0.97
|
%
|
*
|
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 February 11, 2020, Invesco Ltd. reports sole voting power and sole dispositive power with respect to 5,451,670 of our common units.
|
(4)
|
Pursuant to a Schedule 13G/A dated January 23, 2020, Merced Capital, L.P., together with Series E of Merced Capital Partners, LLC and David A. Ericson, report shared voting power and shared dispositive power with respect to 3,754,987 of our common units.
|
Name of Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership
|
|
|
|
Percentage of Class
|
||
|
|
|
|
|
|
|
||
Brady M. Murphy
|
|
552,667
|
|
|
(1)
|
|
*
|
|
Owen A. Serjeant
|
|
—
|
|
|
|
|
*
|
|
Paul D. Coombs
|
|
925,552
|
|
|
(1)
|
|
*
|
|
D. Frank Harrison
|
|
—
|
|
|
|
|
*
|
|
James R. Larson
|
|
—
|
|
|
|
|
*
|
|
Elijio Serrano
|
|
399,155
|
|
|
|
|
*
|
|
William D. Sullivan
|
|
191,624
|
|
|
(1)
|
|
*
|
|
Ronald J. Foster
|
|
6,601
|
|
|
(2)
|
|
*
|
|
Roy E. McNiven
|
|
—
|
|
|
|
|
*
|
|
Director and executive officers as a group (16 persons)
|
|
2,396,174
|
|
|
(3)
|
|
1.91
|
%
|
*
|
Less than 1%.
|
(1)
|
Includes 0 shares subject to options exercisable within 60 days of March 12, 2020.
|
(2)
|
Includes 14,500 shares subject to options exercisable within 60 days of March 12, 2020.
|
(3)
|
Includes 774,494 shares subject to options exercisable within 60 days of March 12, 2020.
|
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(1)
|
|
761,332
|
|
|
$
|
—
|
|
|
(2)
|
|
3,390,000
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
$
|
—
|
|
|
|
|
—
|
|
Total:
|
|
761,332
|
|
|
$
|
—
|
|
|
|
|
3,390,000
|
|
(1)
|
Consists of 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 no equipment rental fees in 2019 and approximately $0.2 million during 2018. In addition, another TETRA subsidiary charged our subsidiaries $0.4 million and $0.3 million during 2019 and 2018, respectively, 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 $0.7 million and $2.1 million during 2019 and 2018, respectively, 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 $0.1 million and $0.2 million during 2019 and 2018, respectively.
|
•
|
In February 2019, we entered into a transaction with TETRA under which a subsidiary of TETRA agreed to fund the construction of and purchase from one of our subsidiaries up to $15.0 million of new compressor packages and to subsequently lease the packages back to us in exchange for a monthly rental fee. As of December 31, 2019, pursuant to this arrangement, $14.8 million has been funded by TETRA for the construction of new compressor packages and all compressor packages were completed and leased to us under this agreement. The compressor packages are included in property, plant, and equipment and corresponding financing obligations are included in amounts payable to affiliates and long-term affiliate payable in our consolidated balance sheet. As of December 31, 2019, the financing obligation was $15.3 million. Imputed interest expense recognized for the year ended December 31, 2019 was $1.3 million.
|
|
|
2019
|
|
2018
|
||||
Audit fees
|
|
$
|
880,000
|
|
|
$
|
920,000
|
|
Audit related fees
|
|
—
|
|
|
—
|
|
||
Tax fees
|
|
—
|
|
|
—
|
|
||
Total fees
|
|
$
|
880,000
|
|
|
$
|
920,000
|
|
1.
|
Financial Statements of the Partnership
|
|
|
|
Page
|
|
Reports of Independent Registered Public Accounting Firm
|
F-1
|
|
Consolidated Balance Sheets at December 31, 2019 and 2018
|
F-3
|
|
Consolidated Statements of Operations for the years ended December 31, 2019, 2018 and 2017
|
F-4
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017
|
F-5
|
|
Consolidated Statements of Partners’ Capital for the years ended December 31, 2019, 2018 and 2017
|
F-6
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017
|
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
|
3.2
|
|
3.3
|
|
3.4
|
|
3.5
|
|
3.6
|
|
3.7
|
|
3.8
|
|
3.9
|
|
4.1
|
|
4.2
|
|
4.3
|
|
4.4
|
|
4.5+
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4***
|
|
10.5
|
|
10.6***
|
|
10.7***
|
|
10.8***
|
+
|
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, 2019, 2018 and 2017; (ii) Consolidated Balance Sheets as of December 31, 2019 and December 31, 2018; (iii) Consolidated Statements of Partners’ Capital/Net Parent Equity for the years ended December 31, 2019, 2018 and 2017; (iv) Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017; and (vi) Notes to Consolidated Financial Statements for the year ended December 31, 2019.
|
|
|
CSI COMPRESSCO LP
|
|
|
|
By:
|
CSI Compressco GP Inc.,
|
|
|
|
its general partner
|
Date:
|
March 16, 2020
|
By:
|
/s/Brady M. Murphy
|
|
|
|
Brady M. Murphy, President
|
|
|
|
(Principal Executive Officer)
|
Signature
|
Title
|
Date
|
/s/Brady M. Murphy
|
President and Chairman of
|
March 16, 2020
|
Brady M. Murphy
|
the Board of Directors
|
|
|
(Principal Executive Officer)
|
|
|
|
|
/s/Elijio V. Serrano
|
Chief Financial Officer and Director
|
March 16, 2020
|
Elijio V. Serrano
|
(Principal Financial Officer)
|
|
|
|
|
/s/Michael E. Moscoso
|
Vice President - Finance
|
March 16, 2020
|
Michael E. Moscoso
|
(Principal Accounting Officer)
|
|
|
|
|
/s/Paul D. Coombs
|
Director
|
March 16, 2020
|
Paul D. Coombs
|
|
|
|
|
|
/s/D. Frank Harrison
|
Director
|
March 16, 2020
|
D. Frank Harrison
|
|
|
|
|
|
/s/James R. Larson
|
Director
|
March 16, 2020
|
James R. Larson
|
|
|
|
|
|
/s/William D. Sullivan
|
Director
|
March 16, 2020
|
William D. Sullivan
|
|
|
|
|
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
2,370
|
|
|
$
|
15,858
|
|
Trade accounts receivable, net of allowance for doubtful accounts of $3,350 in 2019 and $1,229 in 2018
|
|
64,760
|
|
|
65,067
|
|
||
Inventories
|
|
56,037
|
|
|
65,222
|
|
||
Prepaid expenses and other current assets
|
|
4,126
|
|
|
5,600
|
|
||
Total current assets
|
|
127,293
|
|
|
151,747
|
|
||
Property, plant, and equipment:
|
|
|
|
|
|
|
||
Land and building
|
|
35,125
|
|
|
35,024
|
|
||
Compressors and equipment
|
|
976,469
|
|
|
913,488
|
|
||
Vehicles
|
|
9,205
|
|
|
10,354
|
|
||
Construction in progress
|
|
26,985
|
|
|
41,086
|
|
||
Total property, plant, and equipment
|
|
1,047,784
|
|
|
999,952
|
|
||
Less accumulated depreciation
|
|
(405,417
|
)
|
|
(358,633
|
)
|
||
Net property, plant, and equipment
|
|
642,367
|
|
|
641,319
|
|
||
Other assets:
|
|
|
|
|
|
|
||
Deferred tax assets
|
|
24
|
|
|
13
|
|
||
Intangible assets, net of accumulated amortization of $27,751 in 2019 and $24,790 in 2018
|
|
28,017
|
|
|
30,978
|
|
||
Operating lease right-of-use assets
|
|
21,006
|
|
|
—
|
|
||
Other assets
|
|
3,539
|
|
|
2,687
|
|
||
Total other assets
|
|
52,586
|
|
|
33,678
|
|
||
Total assets
|
|
$
|
822,246
|
|
|
$
|
826,744
|
|
LIABILITIES AND PARTNERS' CAPITAL
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
47,837
|
|
|
$
|
33,408
|
|
Unearned income
|
|
9,505
|
|
|
24,898
|
|
||
Accrued liabilities and other
|
|
42,581
|
|
|
32,530
|
|
||
Amounts payable to affiliates
|
|
7,704
|
|
|
3,517
|
|
||
Total current liabilities
|
|
107,627
|
|
|
94,353
|
|
||
Other liabilities:
|
|
|
|
|
|
|
||
Long-term debt, net
|
|
638,238
|
|
|
633,013
|
|
||
Series A Preferred Units
|
|
—
|
|
|
30,900
|
|
||
Deferred tax liabilities
|
|
1,211
|
|
|
1,012
|
|
||
Long-term affiliate payable
|
|
12,324
|
|
|
—
|
|
||
Operating lease liabilities
|
|
13,822
|
|
|
—
|
|
||
Other long-term liabilities
|
|
33
|
|
|
63
|
|
||
Total other liabilities
|
|
665,628
|
|
|
664,988
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Partners' capital:
|
|
|
|
|
|
|
||
General partner interest
|
|
180
|
|
|
505
|
|
||
Common units (47,078,529 units issued and outstanding at December 31, 2019 and 45,769,019 units issued and outstanding at December 31, 2018)
|
|
63,384
|
|
|
81,984
|
|
||
Accumulated other comprehensive income (loss)
|
|
(14,573
|
)
|
|
(15,086
|
)
|
||
Total partners' capital
|
|
48,991
|
|
|
67,403
|
|
||
Total liabilities and partners' capital
|
|
$
|
822,246
|
|
|
$
|
826,744
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||
Compression and related services
|
|
$
|
257,723
|
|
|
$
|
229,895
|
|
|
$
|
205,774
|
|
Aftermarket services
|
|
76,290
|
|
|
70,907
|
|
|
40,287
|
|
|||
Equipment sales
|
|
142,568
|
|
|
137,861
|
|
|
49,505
|
|
|||
Total revenues
|
|
476,581
|
|
|
438,663
|
|
|
295,566
|
|
|||
Cost of revenues (excluding depreciation and amortization expense):
|
|
|
|
|
|
|
|
|
||||
Cost of compression and related services
|
|
125,104
|
|
|
127,128
|
|
|
116,956
|
|
|||
Cost of aftermarket services
|
|
63,757
|
|
|
57,870
|
|
|
32,256
|
|
|||
Cost of equipment sales
|
|
128,638
|
|
|
123,399
|
|
|
44,286
|
|
|||
Total cost of revenues
|
|
317,499
|
|
|
308,397
|
|
|
193,498
|
|
|||
Depreciation and amortization
|
|
76,663
|
|
|
70,500
|
|
|
69,140
|
|
|||
Impairments and other charges
|
|
3,160
|
|
|
681
|
|
|
—
|
|
|||
Insurance recoveries
|
|
(555
|
)
|
|
—
|
|
|
(2,352
|
)
|
|||
Selling, general, and administrative expense
|
|
43,100
|
|
|
39,600
|
|
|
33,438
|
|
|||
Interest expense, net
|
|
53,375
|
|
|
52,585
|
|
|
43,135
|
|
|||
Series A Preferred fair value adjustment (income) expense
|
|
1,470
|
|
|
(838
|
)
|
|
(3,402
|
)
|
|||
Other (income) expense, net
|
|
(511
|
)
|
|
2,101
|
|
|
(216
|
)
|
|||
Loss before income tax provision
|
|
(17,620
|
)
|
|
(34,363
|
)
|
|
(37,675
|
)
|
|||
Provision for income taxes
|
|
3,353
|
|
|
2,615
|
|
|
2,784
|
|
|||
Net loss
|
|
$
|
(20,973
|
)
|
|
$
|
(36,978
|
)
|
|
$
|
(40,459
|
)
|
|
|
|
|
|
|
|
||||||
General partner interest in net loss
|
|
$
|
(298
|
)
|
|
$
|
(607
|
)
|
|
$
|
(809
|
)
|
Common units interest in net loss
|
|
$
|
(20,675
|
)
|
|
$
|
(36,371
|
)
|
|
$
|
(39,650
|
)
|
Net loss per common unit:
|
|
|
|
|
|
|
|
|
|
|||
Basic and diluted
|
|
$
|
(0.44
|
)
|
|
$
|
(0.88
|
)
|
|
$
|
(1.13
|
)
|
Weighted average common units outstanding:
|
|
|
|
|
|
|
|
|
|
|||
Basic and diluted
|
|
47,006,543
|
|
|
41,552,804
|
|
|
35,035,428
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net loss
|
|
$
|
(20,973
|
)
|
|
$
|
(36,978
|
)
|
|
$
|
(40,459
|
)
|
Foreign currency translation adjustment, net of tax of $0 in 2019, 2018, and 2017
|
|
513
|
|
|
(3,597
|
)
|
|
(1,078
|
)
|
|||
Comprehensive loss
|
|
$
|
(20,460
|
)
|
|
$
|
(40,575
|
)
|
|
$
|
(41,537
|
)
|
|
|
Partners' Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Partners' Capital
|
|||||||||||||
|
|
|
|
Limited Partners
|
|
|
|||||||||||||
|
|
General
Partner |
|
Common
Unitholders |
|
|
|||||||||||||
|
|
Amount
|
|
Units
|
|
Amount
|
|
|
|||||||||||
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 ($0.94 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
|
|
||||
Translation adjustment, net of taxes of $0
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,078
|
)
|
|
(1,078
|
)
|
||||
Other
|
|
—
|
|
|
—
|
|
|
(649
|
)
|
|
—
|
|
|
(649
|
)
|
||||
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 ($0.75 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
|
|
||||
Translation adjustment, net of taxes of $0
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,597
|
)
|
|
(3,597
|
)
|
||||
Balance as of December 31, 2018
|
|
$
|
505
|
|
|
45,769
|
|
|
$
|
81,984
|
|
|
$
|
(15,086
|
)
|
|
$
|
67,403
|
|
Net loss for 2019
|
|
(298
|
)
|
|
—
|
|
|
(20,675
|
)
|
|
—
|
|
|
(20,973
|
)
|
||||
Distributions ($0.04 per unit)
|
|
(27
|
)
|
|
—
|
|
|
(1,880
|
)
|
|
—
|
|
|
(1,907
|
)
|
||||
Equity compensation
|
|
—
|
|
|
—
|
|
|
988
|
|
|
—
|
|
|
988
|
|
||||
Vesting of Phantom Units
|
|
—
|
|
|
197
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Conversions of Series A Preferred
|
|
—
|
|
|
1,113
|
|
|
3,048
|
|
|
—
|
|
|
3,048
|
|
||||
Translation adjustment, net of taxes of $0
|
|
—
|
|
|
—
|
|
|
—
|
|
|
513
|
|
|
513
|
|
||||
Other
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|
(81
|
)
|
||||
Balance as of December 31, 2019
|
|
$
|
180
|
|
|
47,079
|
|
|
$
|
63,384
|
|
|
$
|
(14,573
|
)
|
|
$
|
48,991
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Net loss
|
|
$
|
(20,973
|
)
|
|
$
|
(36,978
|
)
|
|
$
|
(40,459
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
76,663
|
|
|
70,500
|
|
|
69,140
|
|
|||
Impairments and other charges
|
|
3,160
|
|
|
681
|
|
|
—
|
|
|||
Provision (benefit) for deferred income taxes
|
|
129
|
|
|
(178
|
)
|
|
757
|
|
|||
Gain on insurance recoveries associated with damaged equipment
|
|
(555
|
)
|
|
—
|
|
|
(2,352
|
)
|
|||
Series A Preferred Unit distributions and adjustments
|
|
4,061
|
|
|
4,581
|
|
|
5,015
|
|
|||
Equity-based compensation expense
|
|
1,064
|
|
|
639
|
|
|
1,219
|
|
|||
Provision for doubtful accounts
|
|
2,459
|
|
|
1,004
|
|
|
968
|
|
|||
Amortization and expense of financing costs
|
|
2,570
|
|
|
6,070
|
|
|
3,167
|
|
|||
Other non-cash charges and credits
|
|
96
|
|
|
633
|
|
|
571
|
|
|||
Gain on sale of property, plant, and equipment
|
|
(667
|
)
|
|
(217
|
)
|
|
(315
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
|
(2,070
|
)
|
|
(19,287
|
)
|
|
(2,706
|
)
|
|||
Inventories
|
|
(291
|
)
|
|
(23,536
|
)
|
|
(10,840
|
)
|
|||
Prepaid expenses and other current assets
|
|
1,441
|
|
|
(2,247
|
)
|
|
(501
|
)
|
|||
Accounts payable and accrued expenses
|
|
1,789
|
|
|
29,788
|
|
|
15,765
|
|
|||
Other
|
|
(1,180
|
)
|
|
(1,332
|
)
|
|
(361
|
)
|
|||
Net cash provided by operating activities
|
|
67,696
|
|
|
30,121
|
|
|
39,068
|
|
|||
Investing activities:
|
|
|
|
|
|
|
|
|
|
|||
Purchases of property, plant, and equipment, net
|
|
(75,798
|
)
|
|
(104,001
|
)
|
|
(27,953
|
)
|
|||
Proceeds from sale of property, plant, and equipment
|
|
11,025
|
|
|
512
|
|
|
2,827
|
|
|||
Proceeds from insurance recoveries associated with damaged equipment
|
|
555
|
|
|
—
|
|
|
2,352
|
|
|||
Advances and other investing activities
|
|
—
|
|
|
(1
|
)
|
|
21
|
|
|||
Net cash used in investing activities
|
|
(64,218
|
)
|
|
(103,490
|
)
|
|
(22,753
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from long-term debt
|
|
45,000
|
|
|
380,000
|
|
|
80,900
|
|
|||
Payments of long-term debt
|
|
(41,567
|
)
|
|
(258,000
|
)
|
|
(74,900
|
)
|
|||
Cash redemptions of Preferred Units
|
|
(31,913
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions
|
|
(1,907
|
)
|
|
(31,294
|
)
|
|
(33,068
|
)
|
|||
Debt issuance costs and other financing activities
|
|
(1,365
|
)
|
|
(8,999
|
)
|
|
(2,266
|
)
|
|||
Advances from affiliates
|
|
14,782
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
|
(16,970
|
)
|
|
81,707
|
|
|
(29,334
|
)
|
|||
Effect of exchange rate changes on cash
|
|
4
|
|
|
(81
|
)
|
|
(177
|
)
|
|||
Increase (decrease) in cash and cash equivalents and restricted cash
|
|
(13,488
|
)
|
|
8,257
|
|
|
(13,196
|
)
|
|||
Cash and cash equivalents and restricted cash at beginning of period
|
|
15,858
|
|
|
7,601
|
|
|
20,797
|
|
|||
Cash and cash equivalents and restricted cash at end of period
|
|
$
|
2,370
|
|
|
$
|
15,858
|
|
|
$
|
7,601
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$
|
47,788
|
|
|
$
|
38,550
|
|
|
$
|
31,674
|
|
Income taxes paid
|
|
$
|
3,133
|
|
|
$
|
2,056
|
|
|
$
|
3,005
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In Thousands)
|
||||||||||
At beginning of period
|
|
$
|
1,229
|
|
|
$
|
822
|
|
|
$
|
2,253
|
|
Activity in the period:
|
|
|
|
|
|
|
|
|
|
|||
Provision for doubtful accounts
|
|
2,459
|
|
|
1,004
|
|
|
968
|
|
|||
Account (chargeoffs) recoveries, net
|
|
(338
|
)
|
|
(597
|
)
|
|
(2,399
|
)
|
|||
At end of period
|
|
$
|
3,350
|
|
|
$
|
1,229
|
|
|
$
|
822
|
|
Buildings
|
15 – 30 years
|
Compressors
|
12 – 20 years
|
Other equipment
|
2 – 8 years
|
Vehicles
|
3 – 5 years
|
Information systems
|
7 years
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Total
|
||||||||||||
|
(In Thousands)
|
||||||||||||||||||||||
Compression service contracts remaining performance obligations
|
$
|
48,113
|
|
|
$
|
12,578
|
|
|
$
|
1,633
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62,324
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(In Thousands)
|
||||||
Unearned income, beginning of period
|
$
|
24,898
|
|
|
$
|
15,526
|
|
Additional unearned income
|
120,050
|
|
|
136,473
|
|
||
Revenue recognized
|
(135,443
|
)
|
|
(127,101
|
)
|
||
Unearned income, end of period
|
$
|
9,505
|
|
|
$
|
24,898
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In Thousands)
|
||||||||||
Compression and related services
|
|
|
|
|
|
||||||
U.S.
|
$
|
223,701
|
|
|
$
|
197,976
|
|
|
$
|
178,470
|
|
International
|
34,022
|
|
|
31,919
|
|
|
27,304
|
|
|||
|
257,723
|
|
|
229,895
|
|
|
205,774
|
|
|||
Aftermarket services
|
|
|
|
|
|
||||||
U.S.
|
72,597
|
|
|
67,316
|
|
|
38,345
|
|
|||
International
|
3,693
|
|
|
3,591
|
|
|
1,942
|
|
|||
|
76,290
|
|
|
70,907
|
|
|
40,287
|
|
|||
Equipment sales
|
|
|
|
|
|
||||||
U.S.
|
141,098
|
|
|
135,693
|
|
|
48,496
|
|
|||
International
|
1,470
|
|
|
2,168
|
|
|
1,009
|
|
|||
|
142,568
|
|
|
137,861
|
|
|
49,505
|
|
|||
Total Revenue
|
|
|
|
|
|
||||||
U.S.
|
437,396
|
|
|
400,985
|
|
|
265,311
|
|
|||
International
|
39,185
|
|
|
37,678
|
|
|
30,255
|
|
|||
|
$
|
476,581
|
|
|
$
|
438,663
|
|
|
$
|
295,566
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
(In Thousands)
|
||||||
Parts and supplies
|
$
|
42,814
|
|
|
$
|
43,538
|
|
Work in progress
|
13,223
|
|
|
21,684
|
|
||
Total inventories
|
$
|
56,037
|
|
|
$
|
65,222
|
|
|
December 31, 2019
|
||
|
(In Thousands)
|
||
Operating leases:
|
|
||
Operating right-of-use asset
|
$
|
21,006
|
|
|
|
||
Accrued liabilities and other
|
$
|
6,706
|
|
Operating lease liabilities
|
13,822
|
|
|
Total operating lease liabilities
|
$
|
20,528
|
|
|
December 31, 2019
|
|
Weighted average remaining lease term:
|
|
|
Operating leases
|
4.51 years
|
|
|
|
|
Weighted average discount rate:
|
|
|
Operating leases
|
8.73
|
%
|
|
Operating Leases
|
||
|
(In Thousands)
|
||
2020
|
$
|
7,840
|
|
2021
|
5,791
|
|
|
2022
|
3,684
|
|
|
2023
|
1,934
|
|
|
2024
|
1,934
|
|
|
Thereafter
|
3,604
|
|
|
Total lease payments
|
24,787
|
|
|
Less imputed interest
|
(4,259
|
)
|
|
Total lease liabilities
|
$
|
20,528
|
|
|
|
|
|
December 31,
|
||||||
|
|
|
|
2019
|
|
2018
|
||||
|
|
Scheduled Maturity
|
|
(In Thousands)
|
||||||
Credit Agreement (presented net of the unamortized deferred financing costs of $0.9 million as of December 31, 2019)
|
|
June 2023
|
|
$
|
2,622
|
|
|
$
|
—
|
|
7.25% Senior Notes (presented net of the unamortized discount of $1.7 million as of December 31, 2019 and $2.2 million as of December 31, 2018 and unamortized deferred financing costs of $2.8 million as of December 31, 2019 and $3.9 million as of December 31, 2018)
|
|
August 2022
|
|
291,444
|
|
|
289,797
|
|
||
7.50% Senior Secured Notes (presented net of the unamortized deferred financing costs of $5.8 million as of December 31, 2019 and $6.8 million as of December 31, 2018)
|
|
April 2025
|
|
344,172
|
|
|
343,216
|
|
||
Total debt
|
|
|
|
638,238
|
|
|
633,013
|
|
||
Less current portion
|
|
|
|
—
|
|
|
—
|
|
||
Total long-term debt
|
|
|
|
$
|
638,238
|
|
|
$
|
633,013
|
|
|
|
|
|
Date
|
|
Price
|
|
2021
|
|
105.625
|
%
|
2022
|
|
103.750
|
%
|
2023
|
|
101.875
|
%
|
2024
|
|
100.000
|
%
|
Year
|
|
As of December 31, 2019
|
|
|
|
(In Thousands)
|
|
2020
|
|
3,015
|
|
2021
|
|
3,015
|
|
2022
|
|
3,015
|
|
2023
|
|
3,015
|
|
2024
|
|
2,312
|
|
Total financing obligation payments
|
|
14,372
|
|
|
|
Units
|
|
Weighted Average
Grant Date Fair
Value Per Unit
|
|||
|
|
(In Thousands)
|
|
|
|||
Nonvested units outstanding at December 31, 2018
|
|
492
|
|
|
$
|
7.36
|
|
Units granted(1)
|
|
1,001
|
|
|
2.71
|
|
|
Cancelled/forfeited
|
|
(491
|
)
|
|
4.51
|
|
|
Exercised/released
|
|
(185
|
)
|
|
6.39
|
|
|
Nonvested units outstanding at December 31, 2019(2)
|
|
817
|
|
|
$
|
3.59
|
|
(1)
|
This number excludes 290,528 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 44,314 performance-based phantom units, which, when combined with the 172,237 granted, (net of 2019 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 433,102.
|
|
|
December 31, 2019
|
|||||||
|
|
US Dollar Notional Amount
|
|
Traded Exchange Rate
|
|
Settlement Date
|
|||
|
|
(In Thousands)
|
|
|
|
|
|||
Forward sale Mexican peso
|
|
$
|
8,656
|
|
|
19.06
|
|
|
1/17/2020
|
|
|
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
|
|
|
Balance Sheet
|
|
Fair Value at
|
|
Fair Value at
|
|||
Foreign currency derivative instruments
|
|
Location
|
|
December 31, 2019
|
|
December 31, 2018
|
|||
|
|
|
|
(In Thousands)
|
|||||
Forward sale contracts
|
|
Current liabilities
|
|
(53
|
)
|
|
(98
|
)
|
|
Net asset (liability)
|
|
|
|
$
|
(53
|
)
|
|
(98
|
)
|
|
|
|
Fair Value Measurements Using
|
|||||||||
Description
|
Total as of December 31, 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)
|
|||||||||||
Liability for foreign currency derivative contracts
|
(53
|
)
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
|
$
|
(53
|
)
|
|
|
|
|
|
|
|
|
|
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
|
)
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In Thousands)
|
||||||||||
Current
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(47
|
)
|
State
|
|
1,455
|
|
|
1,105
|
|
|
688
|
|
|||
Foreign
|
|
1,769
|
|
|
1,688
|
|
|
1,386
|
|
|||
|
|
3,224
|
|
|
2,793
|
|
|
2,027
|
|
|||
Deferred
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
—
|
|
|
72
|
|
|
—
|
|
|||
State
|
|
(11
|
)
|
|
(4
|
)
|
|
19
|
|
|||
Foreign
|
|
140
|
|
|
(246
|
)
|
|
738
|
|
|||
|
|
129
|
|
|
(178
|
)
|
|
757
|
|
|||
Total tax provision (benefit)
|
|
$
|
3,353
|
|
|
$
|
2,615
|
|
|
$
|
2,784
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In Thousands)
|
||||||||||
Income (loss) tax provision computed at statutory federal income tax rates
|
|
$
|
(3,700
|
)
|
|
$
|
(7,216
|
)
|
|
$
|
(12,809
|
)
|
Partnership (earnings) losses
|
|
3,700
|
|
|
7,216
|
|
|
12,809
|
|
|||
Corporate subsidiary earnings (loss) subject to federal tax
|
|
408
|
|
|
745
|
|
|
5,805
|
|
|||
Impact of U.S. tax law change
|
|
—
|
|
|
—
|
|
|
21,928
|
|
|||
Valuation allowances
|
|
(51
|
)
|
|
(1,733
|
)
|
|
(28,236
|
)
|
|||
Income tax expense attributable to foreign earnings
|
|
1,047
|
|
|
1,992
|
|
|
2,565
|
|
|||
State income taxes (net of federal benefit)
|
|
1,824
|
|
|
1,525
|
|
|
734
|
|
|||
Other
|
|
125
|
|
|
86
|
|
|
(12
|
)
|
|||
Total tax provision (benefit)
|
|
$
|
3,353
|
|
|
$
|
2,615
|
|
|
$
|
2,784
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In Thousands)
|
||||||||||
Domestic
|
|
$
|
(26,548
|
)
|
|
$
|
(37,303
|
)
|
|
$
|
(40,649
|
)
|
International
|
|
8,928
|
|
|
2,940
|
|
|
2,974
|
|
|||
Total
|
|
$
|
(17,620
|
)
|
|
$
|
(34,363
|
)
|
|
$
|
(37,675
|
)
|
Jurisdiction
|
Earliest Open Tax Period
|
United States – Federal
|
2014
|
United States – State and Local
|
2014
|
Non-U.S. jurisdictions
|
2012
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In Thousands)
|
||||||
Amortization for book in excess of tax expense
|
|
22,396
|
|
|
25,146
|
|
||
Accruals
|
|
3,318
|
|
|
185
|
|
||
Net operating losses
|
|
18,164
|
|
|
18,078
|
|
||
Other
|
|
2,729
|
|
|
864
|
|
||
Total deferred tax assets
|
|
46,607
|
|
|
44,273
|
|
||
Valuation allowance
|
|
(37,649
|
)
|
|
(37,704
|
)
|
||
Net deferred tax assets
|
|
$
|
8,958
|
|
|
$
|
6,569
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In Thousands)
|
||||||
Accruals
|
|
$
|
2,350
|
|
|
$
|
1,388
|
|
Depreciation for tax in excess of book expense
|
|
4,677
|
|
|
5,887
|
|
||
Right-of-use Asset
|
|
2,892
|
|
|
—
|
|
||
All other
|
|
225
|
|
|
293
|
|
||
Total deferred tax liability
|
|
10,144
|
|
|
7,568
|
|
||
Net deferred tax liability
|
|
$
|
1,186
|
|
|
$
|
999
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
|
|
Common
Units
|
|
Common
Units
|
|
Common
Units |
|||
Number of weighted average units outstanding
|
|
47,006,543
|
|
|
41,552,804
|
|
|
35,035,428
|
|
Unit awards outstanding
|
|
—
|
|
|
—
|
|
|
—
|
|
Average diluted units outstanding
|
|
47,006,543
|
|
|
41,552,804
|
|
|
35,035,428
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In Thousands)
|
||||||||||
Revenues from external customers:
|
|
|
|
|
|
|
|
|
|
|||
U.S.
|
|
$
|
437,396
|
|
|
$
|
400,986
|
|
|
$
|
265,311
|
|
Latin America
|
|
30,724
|
|
|
27,889
|
|
|
23,493
|
|
|||
Canada
|
|
4,430
|
|
|
4,365
|
|
|
3,678
|
|
|||
Other
|
|
4,031
|
|
|
5,423
|
|
|
3,084
|
|
|||
Total
|
|
$
|
476,581
|
|
|
$
|
438,663
|
|
|
$
|
295,566
|
|
Identifiable assets:
|
|
|
|
|
|
|
|
|
|
|||
U.S.
|
|
$
|
761,177
|
|
|
$
|
773,476
|
|
|
$
|
691,588
|
|
Latin America
|
|
55,498
|
|
|
47,891
|
|
|
45,170
|
|
|||
Canada
|
|
4,732
|
|
|
4,156
|
|
|
4,278
|
|
|||
Other
|
|
1,427
|
|
|
1,221
|
|
|
1,896
|
|
|||
Total identifiable assets
|
|
$
|
822,834
|
|
|
$
|
826,744
|
|
|
$
|
742,932
|
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
$
|
—
|
|
|
$
|
97,360
|
|
|
$
|
29,933
|
|
|
$
|
—
|
|
|
$
|
127,293
|
|
Property, plant, and equipment, net
|
|
—
|
|
|
611,778
|
|
|
30,589
|
|
|
—
|
|
|
642,367
|
|
|||||
Investments in subsidiaries
|
|
180,033
|
|
|
27,287
|
|
|
—
|
|
|
(207,320
|
)
|
|
—
|
|
|||||
Operating lease right-of-use assets
|
|
—
|
|
|
20,577
|
|
|
429
|
|
|
—
|
|
|
21,006
|
|
|||||
Intangible and other assets, net
|
|
—
|
|
|
28,334
|
|
|
3,246
|
|
|
—
|
|
|
31,580
|
|
|||||
Intercompany receivables
|
|
519,182
|
|
|
—
|
|
|
—
|
|
|
(519,182
|
)
|
|
—
|
|
|||||
Total non-current assets
|
|
699,215
|
|
|
687,976
|
|
|
34,264
|
|
|
(726,502
|
)
|
|
694,953
|
|
|||||
Total assets
|
|
$
|
699,215
|
|
|
$
|
785,336
|
|
|
$
|
64,197
|
|
|
$
|
(726,502
|
)
|
|
$
|
822,246
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES AND PARTNERS' CAPITAL
|
|
|
|
|
|
|
|
|
||||||||||||
Other current liabilities
|
|
$
|
14,607
|
|
|
$
|
80,595
|
|
|
$
|
4,721
|
|
|
$
|
—
|
|
|
$
|
99,923
|
|
Amounts payable to affiliate
|
|
—
|
|
|
5,096
|
|
|
2,608
|
|
|
—
|
|
|
7,704
|
|
|||||
Long-term debt
|
|
635,617
|
|
|
2,621
|
|
|
—
|
|
|
—
|
|
|
638,238
|
|
|||||
Operating lease liabilities
|
|
—
|
|
|
13,509
|
|
|
313
|
|
|
—
|
|
|
13,822
|
|
|||||
Intercompany payables
|
|
—
|
|
|
490,807
|
|
|
28,375
|
|
|
(519,182
|
)
|
|
—
|
|
|||||
Long-term affiliate payable and other liabilities
|
|
—
|
|
|
12,675
|
|
|
893
|
|
|
—
|
|
|
13,568
|
|
|||||
Total liabilities
|
|
650,224
|
|
|
605,303
|
|
|
36,910
|
|
|
(519,182
|
)
|
|
773,255
|
|
|||||
Total partners' capital
|
|
48,991
|
|
|
180,033
|
|
|
27,287
|
|
|
(207,320
|
)
|
|
48,991
|
|
|||||
Total liabilities and partners' capital
|
|
$
|
699,215
|
|
|
$
|
785,336
|
|
|
$
|
64,197
|
|
|
$
|
(726,502
|
)
|
|
$
|
822,246
|
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
$
|
—
|
|
|
$
|
128,084
|
|
|
$
|
23,663
|
|
|
$
|
—
|
|
|
$
|
151,747
|
|
Property, plant, and equipment, net
|
|
—
|
|
|
614,982
|
|
|
26,337
|
|
|
—
|
|
|
641,319
|
|
|||||
Investments in subsidiaries
|
|
146,852
|
|
|
21,330
|
|
|
—
|
|
|
(168,182
|
)
|
|
—
|
|
|||||
Intangible and other assets, net
|
|
—
|
|
|
31,874
|
|
|
1,804
|
|
|
—
|
|
|
33,678
|
|
|||||
Intercompany receivables
|
|
599,145
|
|
|
—
|
|
|
—
|
|
|
(599,145
|
)
|
|
—
|
|
|||||
Total non-current assets
|
|
745,997
|
|
|
668,186
|
|
|
28,141
|
|
|
(767,327
|
)
|
|
674,997
|
|
|||||
Total assets
|
|
$
|
745,997
|
|
|
$
|
796,270
|
|
|
$
|
51,804
|
|
|
$
|
(767,327
|
)
|
|
$
|
826,744
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES AND PARTNERS' CAPITAL
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
$
|
14,681
|
|
|
$
|
72,985
|
|
|
$
|
3,170
|
|
|
$
|
—
|
|
|
$
|
90,836
|
|
Amounts payable to affiliate
|
|
—
|
|
|
—
|
|
|
3,517
|
|
|
—
|
|
|
3,517
|
|
|||||
Long-term debt
|
|
633,013
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
633,013
|
|
|||||
Series A Preferred Units
|
|
30,900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,900
|
|
|||||
Intercompany payables
|
|
—
|
|
|
576,242
|
|
|
22,903
|
|
|
(599,145
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
|
—
|
|
|
191
|
|
|
884
|
|
|
—
|
|
|
1,075
|
|
|||||
Total liabilities
|
|
678,594
|
|
|
649,418
|
|
|
30,474
|
|
|
(599,145
|
)
|
|
759,341
|
|
|||||
Total partners' capital
|
|
67,403
|
|
|
146,852
|
|
|
21,330
|
|
|
(168,182
|
)
|
|
67,403
|
|
|||||
Total liabilities and partners' capital
|
|
$
|
745,997
|
|
|
$
|
796,270
|
|
|
$
|
51,804
|
|
|
$
|
(767,327
|
)
|
|
$
|
826,744
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
451,064
|
|
|
$
|
35,153
|
|
|
$
|
(9,636
|
)
|
|
$
|
476,581
|
|
Cost of revenues (excluding depreciation and amortization expense)
|
—
|
|
|
303,205
|
|
|
23,930
|
|
|
(9,636
|
)
|
|
317,499
|
|
|||||
Depreciation and amortization
|
—
|
|
|
72,523
|
|
|
4,140
|
|
|
—
|
|
|
76,663
|
|
|||||
Impairment and other charges
|
—
|
|
|
3,160
|
|
|
—
|
|
|
—
|
|
|
3,160
|
|
|||||
Insurance recoveries
|
—
|
|
|
(555
|
)
|
|
—
|
|
|
—
|
|
|
(555
|
)
|
|||||
Selling, general, and administrative expense
|
1,062
|
|
|
39,874
|
|
|
2,164
|
|
|
—
|
|
|
43,100
|
|
|||||
Interest expense, net
|
51,550
|
|
|
1,825
|
|
|
—
|
|
|
—
|
|
|
53,375
|
|
|||||
Series A Preferred FV Adjustment expense
|
1,470
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,470
|
|
|||||
Other expense, net
|
1,468
|
|
|
427
|
|
|
(2,406
|
)
|
|
—
|
|
|
(511
|
)
|
|||||
Equity in net (income) loss of subsidiaries
|
(34,577
|
)
|
|
(5,844
|
)
|
|
—
|
|
|
40,421
|
|
|
—
|
|
|||||
Income (loss) before income tax provision
|
(20,973
|
)
|
|
36,449
|
|
|
7,325
|
|
|
(40,421
|
)
|
|
(17,620
|
)
|
|||||
Provision for income taxes
|
—
|
|
|
1,872
|
|
|
1,481
|
|
|
—
|
|
|
3,353
|
|
|||||
Net income (loss)
|
(20,973
|
)
|
|
34,577
|
|
|
5,844
|
|
|
(40,421
|
)
|
|
(20,973
|
)
|
|||||
Other comprehensive income (loss)
|
513
|
|
|
513
|
|
|
—
|
|
|
(513
|
)
|
|
513
|
|
|||||
Comprehensive income (loss)
|
$
|
(20,460
|
)
|
|
$
|
35,090
|
|
|
$
|
5,844
|
|
|
$
|
(40,934
|
)
|
|
$
|
(20,460
|
)
|
|
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
|
|
|||||
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 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) loss 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 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
|
||||||||||
Net cash provided by operating activities
|
|
$
|
—
|
|
|
$
|
62,842
|
|
|
$
|
4,854
|
|
|
$
|
—
|
|
|
$
|
67,696
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant, and equipment, net
|
|
—
|
|
|
(71,534
|
)
|
|
(4,264
|
)
|
|
—
|
|
|
(75,798
|
)
|
|||||
Proceeds from sale of property, plant, and equipment, net
|
|
—
|
|
|
11,025
|
|
|
—
|
|
|
—
|
|
|
11,025
|
|
|||||
Insurance recoveries associated with damaged equipment
|
|
—
|
|
|
555
|
|
|
—
|
|
|
—
|
|
|
555
|
|
|||||
Net cash used in investing activities
|
|
—
|
|
|
(59,954
|
)
|
|
(4,264
|
)
|
|
—
|
|
|
(64,218
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term debt
|
|
—
|
|
|
45,000
|
|
|
—
|
|
|
—
|
|
|
45,000
|
|
|||||
Payments of long-term debt
|
|
—
|
|
|
(41,567
|
)
|
|
—
|
|
|
—
|
|
|
(41,567
|
)
|
|||||
Cash redemptions of Preferred Units
|
|
(31,913
|
)
|
|
|
|
—
|
|
|
—
|
|
|
(31,913
|
)
|
||||||
Distributions
|
|
(1,907
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,907
|
)
|
|||||
Intercompany contribution (distribution)
|
|
35,185
|
|
|
(35,185
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Advances from affiliate
|
|
—
|
|
|
14,782
|
|
|
—
|
|
|
—
|
|
|
14,782
|
|
|||||
Other financing activities
|
|
(1,365
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,365
|
)
|
|||||
Net cash used in financing activities
|
|
—
|
|
|
(16,970
|
)
|
|
—
|
|
|
—
|
|
|
(16,970
|
)
|
|||||
Effect of exchange rate changes on cash
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
|
—
|
|
|
(14,082
|
)
|
|
594
|
|
|
—
|
|
|
(13,488
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
14,148
|
|
|
1,710
|
|
|
—
|
|
|
15,858
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
66
|
|
|
$
|
2,304
|
|
|
$
|
—
|
|
|
$
|
2,370
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by operating activities
|
$
|
—
|
|
|
$
|
26,753
|
|
|
$
|
3,368
|
|
|
$
|
—
|
|
|
$
|
30,121
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant, and equipment, net
|
—
|
|
|
(99,020
|
)
|
|
(4,981
|
)
|
|
—
|
|
|
(104,001
|
)
|
|||||
Proceeds from sale of property, plant, and equipment, net
|
—
|
|
|
512
|
|
|
—
|
|
|
—
|
|
|
512
|
|
|||||
Advances and other investing activities
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Net cash 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
|
)
|
|||||
Distributions
|
(31,294
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,294
|
)
|
|||||
Intercompany contribution (distribution)
|
(303,507
|
)
|
|
303,507
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Financing costs and other
|
(8,999
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,999
|
)
|
|||||
Net cash provided by 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
|
—
|
|
|
(28,326
|
)
|
|
373
|
|
|
—
|
|
|
(27,953
|
)
|
|||||
Proceeds from sale of property, plant, and equipment, net
|
—
|
|
|
2,827
|
|
|
|
|
|
|
2,827
|
|
|||||||
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
|
)
|
|||||
Distributions
|
(33,068
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,068
|
)
|
|||||
Intercompany contribution (distribution)
|
33,187
|
|
|
(33,187
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Financing costs and other
|
(119
|
)
|
|
(2,147
|
)
|
|
—
|
|
|
—
|
|
|
(2,266
|
)
|
|||||
Net cash 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
|
|
|
•
|
|
becomes the record holder of the common units and is entitled to be admitted into our partnership as a substituted limited partner;
|
|
•
|
|
automatically requests admission as a substituted limited partner in our partnership;
|
|
•
|
|
executes and agrees to be bound by the terms and conditions of our partnership agreement;
|
|
•
|
|
represents that the transferee has the capacity, power and authority to become bound by our partnership agreement; and
|
|
•
|
|
gives the consents, waivers and approvals contained in our partnership agreement.
|
|
•
|
|
the right to assign the common unit to a purchaser or other transferee; and
|
|
•
|
|
the right to transfer the right to seek admission as a substituted limited partner in our partnership for the transferred common units.
|
|
•
|
|
will not receive cash distributions;
|
|
•
|
|
will not be allocated any of our income, gain, deduction, losses or credits for federal income tax or other tax purposes; and
|
|
•
|
|
may not receive some federal income tax information or reports furnished to record holders of common units;
|
|
•
|
|
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 debt instruments or other agreements; and
|
|
•
|
|
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);
|
|
•
|
|
plus, if our general partner so determines, all or a portion of cash 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.
|
|
•
|
|
$15 million (as described below); plus
|
|
•
|
|
all of our cash receipts beginning June 20, 2011, the closing date of our IPO, excluding cash from interim capital transactions, which include the following:
|
|
•
|
|
borrowings (including sales of debt securities) that are not working capital borrowings;
|
|
•
|
|
sales of equity interests;
|
|
•
|
|
sales or other dispositions of assets outside the ordinary course of business; and
|
|
•
|
|
capital contributions received; plus
|
|
•
|
|
working capital borrowings made after the end of the period but on or before the date of determination of operating surplus for the period; plus
|
|
•
|
|
cash distributions paid on equity issued (including incremental distributions on incentive distribution rights) to finance all or a portion of the construction, acquisition or improvement of a capital improvement (such as equipment or facilities) in respect of the period beginning on the date that we enter into a binding obligation to commence the construction, acquisition or improvement of a capital improvement and ending on the earlier to occur of the date the capital improvement or capital asset commences commercial service and the date that it is abandoned or disposed of; plus
|
|
•
|
|
cash distributions paid on equity issued (including incremental distributions on incentive distribution rights) to pay the construction period interest on debt incurred, or to pay construction period distributions on equity issued, to finance the capital improvements referred to above; less
|
|
•
|
|
all of our operating expenditures (as defined below) after the closing of our IPO; less
|
|
•
|
|
the amount of cash reserves established by our general partner to provide funds for future operating expenditures; less
|
|
•
|
|
all working capital borrowings not repaid within twelve months after having been incurred; less
|
|
•
|
|
any loss realized on disposition of an investment capital expenditure.
|
|
•
|
|
repayment of working capital borrowings deducted from operating surplus pursuant to the penultimate bullet point of the definition of operating surplus above when such repayment actually occurs;
|
|
•
|
|
payments (including prepayments and prepayment penalties) of principal of and premium on indebtedness, other than working capital borrowings;
|
|
•
|
|
expansion capital expenditures (as defined below);
|
|
•
|
|
investment capital expenditures (as defined below);
|
|
•
|
|
payment of transaction expenses relating to interim capital transactions;
|
|
•
|
|
distributions to our partners (including distributions in respect of our incentive distribution rights); or
|
|
•
|
|
repurchases of equity interests except to fund obligations under employee benefit plans.
|
|
•
|
|
borrowings other than working capital borrowings;
|
|
•
|
|
sales of our equity and debt securities; and
|
|
•
|
|
sales or other dispositions of assets for cash, other than inventory, accounts receivable and other assets sold in the ordinary course of business or as part of normal retirement or replacement of assets.
|
|
•
|
|
first, 98.590% to the common unitholders, pro rata, and 1.410% to our general partner, until we distribute for each outstanding common unit an amount equal to the minimum quarterly distribution for that quarter; and
|
|
•
|
|
thereafter, in the manner described in “—General Partner Interest and Incentive Distribution Rights” below.
|
|
•
|
|
first, 98.590% to all common unitholders, pro rata, and 1.410% to our general partner, until each common unitholder receives an amount per unit equal to 115.0% of the reset minimum quarterly distribution for that quarter;
|
|
•
|
|
second, 85.590% to all common unitholders, pro rata, and 14.410% to our general partner, until each common unitholder receives an amount per unit equal to 125.0% of the reset minimum quarterly distribution for the quarter;
|
|
•
|
|
third, 75.590% to all common unitholders, pro rata, and 24.410% to our general partner, until each common unitholder receives an amount per unit equal to 150.0% of the reset minimum quarterly distribution for the quarter; and
|
|
•
|
|
thereafter, 50.590% to all common unitholders, pro rata, and 49.410% to our general partner.
|
|
•
|
|
first, to common unitholders, our general partner and the Series A Preferred Unitholders, pro rata, until the minimum quarterly distribution is reduced to zero, as described below;
|
|
•
|
|
thereafter, we will make all distributions of available cash from capital surplus as if they were from operating surplus.
|
|
•
|
|
the minimum quarterly distribution;
|
|
•
|
|
the target distribution levels; and
|
|
•
|
|
the initial unit price as described below.
|
|
|
|
Issuance of additional units
|
|
No approval right.
|
|
|
|
Amendment of our partnership agreement
|
|
Certain amendments may be made by our general partner without the approval of the unitholders. Other amendments generally require the approval of a unit majority or at least the requisite percentage of the type or class of limited partner interests materially and adversely affected by the amendment. . Please read “—Amendment of the Partnership Agreement.”
|
|
|
|
Merger of our partnership or the sale of all or substantially all of our assets
|
|
Unit majority in certain circumstances. Please read “—Merger, Sale or Other Disposition of Assets.”
|
|
|
|
Dissolution of our partnership
|
|
Unit majority. Please read “—Dissolution.”
|
|
|
|
Continuation of our business upon dissolution
|
|
Unit majority. Please read “—Dissolution.”
|
|
|
|
Withdrawal of our general partner
|
|
Under most circumstances, the approval of a majority of the outstanding common units, excluding common units held by our general partner and its affiliates, is required for the withdrawal of our general partner prior to December 31, 2022 in a manner that would cause a dissolution of our partnership. Please read “—Withdrawal or Removal of Our General Partner.”
|
|
|
|
Removal of our general partner
|
|
Not less than 66 2/3% of the outstanding units, voting as a single class, including units held by our general partner and its affiliates. Please read “—Withdrawal or Removal of Our General Partner.”
|
|
|
|
Transfer of our general partner interest
|
|
Our general partner may transfer all, but not less than all, of its general partner interest in us without a vote of our unitholders to an affiliate or another person in connection with its merger or consolidation with or into, or sale of all or substantially all of its assets to, such person. The approval of a majority of the outstanding common units, excluding common units held by our general partner and its affiliates, is required in other circumstances for a transfer of the general partner interest to a third party prior to December 31, 2022. Please read “—Transfer of General Partner Interest.”
|
|
|
|
Transfer of incentive distribution rights
|
|
No approval right.
|
|
|
|
Transfer of ownership interests in our general partner
|
|
No approval right. Please read “—Transfer of Ownership Interests in the General Partner.”
|
|
•
|
|
arising out of or relating in any way to the partnership agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of the partnership agreement), any partnership interest or the duties, obligations or liabilities among limited partners or of limited partners, or the rights or powers of, or restrictions on, the limited partners or us;
|
|
•
|
|
asserting a claim arising pursuant to any provision of the Delaware Revised Uniform Limited Partnership Act, or the Delaware Act, or other similar applicable statutes;
|
|
•
|
|
asserting a claim arising out of any other instrument, document, agreement or certificate contemplated by any provision of the Delaware Act relating to the Partnership or the partnership agreement; and
|
|
•
|
|
arising out of the federal securities laws of the U.S. or securities or antifraud laws of any governmental authority;
|
|
•
|
|
enlarge the obligations of any limited partner without its consent, unless approved by a majority of the type or class of limited partner interests so affected;
|
|
•
|
|
enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by us to our general partner or any of its affiliates without the consent of our general partner, which consent may be given or withheld in its sole discretion; or
|
|
•
|
|
change, modify or amend, whether or not such change, modification or amendment would have a material adverse effect on, the rights or preferences of the Series A Preferred Units, unless approved by the affirmative vote or prior written consent of holders of a majority of the outstanding Series A Preferred Units voting separately as a class.
|
|
•
|
|
do not adversely affect the limited partners considered as a whole (or any particular class of limited partners) in any material respect;
|
|
•
|
|
are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute;
|
|
•
|
|
are necessary or appropriate to facilitate the trading of limited partner interests or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the limited partner interests are or will be listed for trading;
|
|
•
|
|
are necessary or appropriate for any action taken by our general partner relating to splits or combinations of units under the provisions of our partnership agreement; or
|
|
•
|
|
are required to effect the intent expressed in the prospectus used in our IPO or the intent of the provisions of our partnership agreement or are otherwise contemplated by our partnership agreement;
|
|
•
|
|
the election of our general partner to dissolve us, if approved by the holders of units representing a unit majority;
|
|
•
|
|
there being no limited partners, unless we are continued without dissolution in accordance with applicable Delaware law;
|
|
•
|
|
the entry of a decree of judicial dissolution of our partnership; or
|
|
•
|
|
the withdrawal or removal of our general partner or any other event that results in its ceasing to be our general partner other than by reason of a transfer of its general partner interest in accordance with our partnership agreement or its withdrawal or removal following the approval and admission of a successor.
|
|
•
|
|
the action would not result in the loss of limited liability under Delaware law of any limited partner; and
|
|
•
|
|
neither our partnership, our operating company nor any of our other subsidiaries would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of that right to continue (to the extent not already so treated or taxed).
|
|
•
|
|
an affiliate of our general partner (other than an individual); or
|
|
•
|
|
another entity as part of the merger or consolidation of our general partner with or into another entity or the transfer by our general partner of all or substantially all of its assets to another entity,
|
|
•
|
|
the highest price paid by our general partner or any of its affiliates for any limited partner interests of the class purchased within the 90 days preceding the date on which our general partner first mails notice of its election to purchase those limited partner interests; and
|
|
•
|
|
the current market price as of the date three days before the date the notice is mailed.
|
|
•
|
|
a current list of the name and last known address of each record holder;
|
|
•
|
|
a copy of our tax returns;
|
|
•
|
|
information as to the amount of cash, and a description and statement of the agreed value of any other property or services, contributed or to be contributed by each partner and the date on which each partner became a partner;
|
|
•
|
|
copies of our partnership agreement, our certificate of limited partnership and related amendments and any powers of attorney under which they have been executed;
|
|
•
|
|
information regarding the status of our business and our financial condition; and
|
|
•
|
|
any other information regarding our affairs as the general partner determines in its sole discretion is just and reasonable.
|
Award Type:
|
Each a Cash Award granted pursuant to Section 6(g) of the Plan.
|
Retention Bonus:
|
$[ ]
|
Retention Bonus Performance Goal:
|
You must remain continuously employed by a Company Entity from the Date of Grant through [ ].
|
Success Bonus:
|
Up to $[ ]
|
Success Bonus Performance Goal:
|
You must remain continuously employed by a Company Entity from the Date of Grant through [ ].
|
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
|
CSI Compression Holdings, LLC
|
Delaware
|
Rotary Compressor Systems, Inc.
|
Delaware
|
Compressor Systems de Mexico, S. de RL de CV
|
Mexico
|
CSI Compressco Operating LLC
|
Delaware
|
CSI Compressco Holdings LLC
|
Delaware
|
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
|
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, 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 (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 16, 2020
|
/s/Brady M. Murphy
|
|
|
Brady M. Murphy
|
|
|
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, 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 (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 16, 2020
|
/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 16, 2020
|
/s/Brady M. Murphy
|
|
|
Brady M. Murphy
|
|
|
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 16, 2020
|
/s/Elijio V. Serrano
|
|
|
Elijio V. Serrano
|
|
|
Chief Financial Officer of CSI Compressco GP Inc.,
|
|
|
General Partner of CSI Compressco LP
|
|
|
(Principal Financial Officer)
|