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| Name | Symbol | Market | Type |
|---|---|---|---|
| CSI Compressco LP | NASDAQ:CCLP | NASDAQ | Trust |
| Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 2.42 | 2.37 | 2.44 | 0 | 01:00:00 |
|
Delaware
|
94-3450907
|
|
(STATE OR OTHER JURISDICTION OF
|
(I.R.S. EMPLOYER
|
|
INCORPORATION OR ORGANIZATION)
|
IDENTIFICATION NO.)
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|
|
|
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101 Park Avenue, Suite 1200
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Oklahoma City, Oklahoma
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73102
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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(ZIP CODE)
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REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE:
(405) 677-0221
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
A
CT:
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|
|
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COMMON UNITS REPRESENTING LIMITED PARTNERSHIP INTERESTS
|
NASDAQ GLOBAL MARKET
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(TITLE OF CLASS)
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(NAME OF EXCHANGE ON WHICH REGISTERED)
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|
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|
S
ECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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LARGE ACCELERATED FILER [ ]
|
ACCELERATED FILER [ ]
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NON-ACCELERATED FILER [ X ]
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SMALLER REPORTING COMPANY [ ]
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Part I
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Part II
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Part III
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Part IV
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|
•
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the Clean Air Act and comparable state laws, and regulations thereunder, which regulate air emissions;
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•
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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;
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•
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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
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•
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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.
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•
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the prices, demand for, and production of natural gas;
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•
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economic and operating conditions that are outside our control, including changes in the global economic environment;
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•
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the levels of competition we encounter;
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•
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our ability to make cash distributions to holders of our common units at the current quarterly distribution rate;
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•
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the volatility of sales of compressor packages;
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•
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budgetary constraints and ongoing violence in Mexico;
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•
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our dependency on significant customers, including PEMEX;
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•
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complexities involving our growth in foreign countries;
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•
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risks related to our growth strategy;
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•
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our ability to retain management and personnel;
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•
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our dependency on particular suppliers;
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•
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restrictions and growth limitations as a result of our revolving credit facility and the availability of financing;
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•
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foreign currency and interest rate risks;
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•
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environmental regulatory risks;
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•
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internal control risks;
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•
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the impact of uninsured losses; and
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•
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possible impairment of long-lived assets, including goodwill.
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•
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incur additional debt or issue guarantees;
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•
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incur or permit certain liens to exist;
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•
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conduct businesses that are not similar or related to our current business;
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•
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pay dividends or make other distributions;
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•
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make certain loans, investments, acquisitions, or other restricted payments;
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•
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modify certain material agreements;
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•
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dispose of assets outside the ordinary course of business, including the issuance and sale of capital stock of our subsidiaries;
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•
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enter into sale-leaseback transactions;
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•
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enter into swap agreements;
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•
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engage in certain types of transactions with affiliates;
and
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•
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merge, consolidate, liquidate, or dissolve.
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•
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failure to pay principal, interest, or any other amount due under the revolving credit facility when due;
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•
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breach of the representations or warranties in the revolving credit facility;
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•
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failure to comply with the covenants in the revolving credit facility;
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•
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cross-default on other indebtedness;
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•
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bankruptcy or insolvency;
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•
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certain Employee Retirement Income Security Act of 1974, or ERISA, events;
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•
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material court judgments entered against us; and
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•
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a change of control.
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•
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our ability to obtain additional financing, if necessary, for working capital, capital expenditures (including acquisitions), or other purposes, may be impaired or such financing may not be available on favorable terms;
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•
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covenants contained in our existing and future credit and debt arrangements will require us to meet financial tests that may affect our flexibility in planning for and reacting to changes in our business, including possible acquisition opportunities;
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•
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our use of a portion of our cash flow to make principal and interest payments on our indebtedness will reduce the funds that would otherwise be available for operations, distributions to unitholders, and future business opportunities;
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•
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we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally; and
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•
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our flexibility in responding to changing business and economic conditions may be affected.
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•
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attract new customers;
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•
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maintain our existing customers and maintain or expand the level of services we provide to them;
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•
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recruit,
train, and retain
qualified field services
and other
personnel;
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•
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increase the scale of our compressor unit manufacturing operations;
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•
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identify and consummate acquisitions of complimentary or similar operations
on favorable terms, including those compatible with our tax efficient structure;
and
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•
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obtain required financing for our future operations
and expansion.
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•
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our revenues;
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•
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our operating costs and expenses;
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•
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capital expenditures we make;
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•
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fluctuations in our working capital requirements, including the timing of collection of receivables; and
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•
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our debt service requirements and other liabilities.
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•
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government controls and actions, such as expropriation of assets and changes in legal and regulatory environments;
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•
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import and export license requirements;
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•
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political, social, or economic instability;
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•
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trade restrictions;
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•
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changes in tariffs and taxes;
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•
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restrictions on repatriating foreign profits back to the United States; and
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•
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the impact of anti-corruption laws.
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•
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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;
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•
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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;
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•
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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;
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•
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our general partner has limited its liability and reduced its fiduciary duties to our unitholders and us, and has also restricted the remedies available to our unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty;
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•
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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;
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•
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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 unitholders, which, in turn, may affect the ability of the subordinated units to convert;
|
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•
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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 a distribution on the subordinated units, to make incentive distributions, or to accelerate the expiration of the subordination period;
|
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•
|
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 our subordinated units or the incentive distribution rights;
|
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•
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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;
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•
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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;
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•
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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;
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•
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our general partner may exercise its limited right to call and purchase common units if it and its affiliates own more than 90% of the common units;
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•
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our general partner decides whether to retain separate counsel, accountants, or others to perform services for us; and
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•
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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 unitholders. This election may result in lower distributions to the common unitholders in certain situations.
|
|
•
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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;
|
|
•
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provides that our general partner will not have any liability to us or our 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;
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•
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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 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;
|
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•
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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 partner or those other persons acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and
|
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•
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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.
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•
|
our previously existing unitholders’ proportionate ownership interests in us will decrease;
|
|
•
|
the amount of cash available for distribution on each common unit may decrease;
|
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•
|
because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by our common unitholders will increase;
|
|
•
|
the ratio of taxable income to distributions may increase;
|
|
•
|
the relative voting strength of each previously outstanding common unit 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 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.
|
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High
|
|
Low
|
|
Cash Distribution
per Common Unit
(1)
|
||||||
|
2012
|
|
|
|
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|
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|
|
|
|||
|
First Quarter
|
|
$
|
18.35
|
|
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$
|
15.00
|
|
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$
|
0.3875
|
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|
Second Quarter
|
|
17.83
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11.25
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|
|
0.3875
|
|
|||
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Third Quarter
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|
17.45
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12.34
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0.3975
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|||
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Fourth Quarter
|
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18.00
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|
15.07
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0.4200
|
|
|||
|
2013
|
|
|
|
|
|
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|
|
|||
|
First Quarter
|
|
$
|
20.44
|
|
|
$
|
16.76
|
|
|
$
|
0.4250
|
|
|
Second Quarter
|
|
25.72
|
|
|
18.37
|
|
|
0.4250
|
|
|||
|
Third Quarter
|
|
22.13
|
|
|
18.07
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0.4300
|
|
|||
|
Fourth Quarter
|
|
23.08
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|
|
18.82
|
|
|
0.4375
|
|
|||
|
(1)
|
Represents cash distributions attributable to the quarter and paid in the following calendar quarter.
|
|
•
|
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.
|
|
•
|
distributions of Available Cash from operating surplus on each of the outstanding common and subordinated units and the general partner interest equaled or exceeded the minimum quarterly distribution for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date;
|
|
•
|
the “adjusted operating surplus” (as defined in our partnership agreement) generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of the minimum quarterly distribution on all of the outstanding common and subordinated units and the general partner interest during those periods on a fully diluted weighted average basis; and
|
|
•
|
there are no arrearages in payment of the minimum quarterly distribution on the common units.
|
|
•
|
distributions of Available Cash from operating surplus on each of the outstanding common and subordinated units and the general partner interest equaled or exceeded $2.325 (150.0% of the annualized minimum quarterly distribution) for the four-quarter period immediately preceding that date;
|
|
•
|
the “adjusted operating surplus” (as defined in our partnership agreement) generated during the four-quarter period immediately preceding that date equaled or exceeded $2.325 (150% of the annualized minimum quarterly distribution) on all of the outstanding common and subordinated units and the general partner interest during those periods on a fully diluted weighted average basis and the related distribution on the incentive distribution rights; and
|
|
•
|
there are no arrearages in payment of the minimum quarterly distributions on the common units.
|
|
•
|
the subordinated units held by any person will immediately and automatically convert into common units on a one-for-one basis, provided (1) neither such person nor any of its affiliates voted any of its units in favor of the removal and (2) such person is not an affiliate of the successor general partner; and
|
|
•
|
if all of the subordinated units convert pursuant to the foregoing, all cumulative common unit arrearages on the common units will be extinguished and the subordination period will end.
|
|
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, 2013
|
|
708
|
|
(1)
|
$
|
21.14
|
|
|
N/A
|
|
N/A
|
|
Nov 1 – Nov 30, 2013
|
|
–
|
|
|
–
|
|
|
N/A
|
|
N/A
|
|
|
Dec 1 – Dec 31, 2013
|
|
–
|
|
|
–
|
|
|
N/A
|
|
N/A
|
|
|
Total
|
|
708
|
|
|
|
|
|
N/A
|
|
N/A
|
|
|
(1)
|
Units received in connection with the vesting of certain employee restricted units.
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
|
(In Thousands, Except Per Unit Amounts)
|
||||||||||||||||||
|
Income Statement Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Revenues
|
|
$
|
121,301
|
|
|
$
|
108,582
|
|
|
$
|
95,179
|
|
|
$
|
81,413
|
|
|
$
|
90,573
|
|
|
Cost of revenues
|
|
68,116
|
|
|
57,500
|
|
|
53,195
|
|
|
39,238
|
|
|
41,979
|
|
|||||
|
Selling, general, and administrative expenses
|
|
17,467
|
|
|
17,270
|
|
|
14,269
|
|
|
13,068
|
|
|
12,173
|
|
|||||
|
Depreciation and amortization expense
|
|
14,642
|
|
|
13,227
|
|
|
12,521
|
|
|
13,112
|
|
|
13,823
|
|
|||||
|
Interest expense, net
|
|
469
|
|
|
25
|
|
|
5,052
|
|
|
13,096
|
|
|
11,980
|
|
|||||
|
Other income (expense), net
|
|
(782
|
)
|
|
(876
|
)
|
|
(980
|
)
|
|
(113
|
)
|
|
82
|
|
|||||
|
Income before income tax provision
|
|
19,825
|
|
|
19,684
|
|
|
9,162
|
|
|
2,786
|
|
|
10,700
|
|
|||||
|
Net income
|
|
$
|
17,567
|
|
|
$
|
16,331
|
|
|
$
|
7,257
|
|
|
$
|
1,617
|
|
|
$
|
6,539
|
|
|
Net income per common unit, basic
|
|
$
|
1.11
|
|
|
$
|
1.04
|
|
|
$
|
0.45
|
|
|
|
|
|
|
|
||
|
Weighted average common units outstanding, basic
|
|
9,231
|
|
|
9,163,798
|
|
|
9,044,293
|
|
|
|
|
|
|
|
|||||
|
Net income per common unit, diluted
|
|
$
|
1.10
|
|
|
$
|
1.03
|
|
|
$
|
0.44
|
|
|
|
|
|
|
|
||
|
Weighted average common units outstanding, diluted
|
|
9,305
|
|
|
9,193,407
|
|
|
9,063,339
|
|
|
|
|
|
|
|
|||||
|
|
|
December 31,
|
||||||||||||||||||
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
|
(In Thousands)
|
||||||||||||||||||
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Working capital
|
|
$
|
32,074
|
|
|
$
|
30,624
|
|
|
$
|
34,043
|
|
|
$
|
28,943
|
|
|
$
|
32,983
|
|
|
Total assets
|
|
225,109
|
|
|
217,786
|
|
|
206,344
|
|
|
196,566
|
|
|
202,497
|
|
|||||
|
Long-term debt
|
|
29,959
|
|
|
10,050
|
|
|
—
|
|
|
145,085
|
|
|
145,085
|
|
|||||
|
Partners' capital/net parent equity
|
|
173,716
|
|
|
182,250
|
|
|
188,644
|
|
|
25,953
|
|
|
33,900
|
|
|||||
|
•
|
improved overall utilization of the existing fleet, particularly in the U.S.;
|
|
•
|
increased compression services in Argentina and Canada, which more than offset the decline in activity in Mexico;
|
|
•
|
growth of our unconventional compression services applications in the U.S;
|
|
•
|
growth of the fleet within our other international operations; and
|
|
•
|
increased operating expenses driven by higher labor, equipment, and fuel costs.
|
|
•
|
assess our ability to generate available cash sufficient to make distributions to our unitholders and
General Partner;
|
|
•
|
evaluate the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis;
|
|
•
|
measure operating performance and return on capital as compared to our competitors; and
|
|
•
|
determine our ability to incur and service debt and fund capital expenditures.
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
(In Thousands)
|
||||||||||
|
Net income
|
|
$
|
17,567
|
|
|
$
|
16,331
|
|
|
$
|
7,257
|
|
|
Provision for income taxes
|
|
2,258
|
|
|
3,353
|
|
|
1,905
|
|
|||
|
Depreciation and amortization
|
|
14,642
|
|
|
13,227
|
|
|
12,521
|
|
|||
|
Interest expense, net
|
|
469
|
|
|
25
|
|
|
5,052
|
|
|||
|
EBITDA
|
|
$
|
34,936
|
|
|
$
|
32,936
|
|
|
$
|
26,735
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
(In Thousands)
|
||||||||||
|
Cash flow from operating activities
|
|
$
|
29,135
|
|
|
$
|
31,109
|
|
|
$
|
18,885
|
|
|
Changes in current assets and current liabilities
|
|
5,423
|
|
|
2,864
|
|
|
(392
|
)
|
|||
|
Deferred income taxes
|
|
(266
|
)
|
|
(1,930
|
)
|
|
2,536
|
|
|||
|
Other non-cash charges
|
|
(2,083
|
)
|
|
(2,485
|
)
|
|
(1,251
|
)
|
|||
|
Interest expense, net
|
|
469
|
|
|
25
|
|
|
5,052
|
|
|||
|
Provision for income taxes
|
|
2,258
|
|
|
3,353
|
|
|
1,905
|
|
|||
|
EBITDA
|
|
$
|
34,936
|
|
|
$
|
32,936
|
|
|
$
|
26,735
|
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
|
2013
|
|
2012
|
|
2011
|
|||
|
Total compressor packages in fleet (at period end)
|
|
3,995
|
|
|
3,743
|
|
|
3,653
|
|
|
Total compressor packages in service (at period end)
|
|
3,426
|
|
|
3,198
|
|
|
2,941
|
|
|
Average number of compressor packages in service (during period)
(1)
|
|
3,312
|
|
|
3,070
|
|
|
2,826
|
|
|
Average compressor package utilization (during period)
(2)
|
|
85.6
|
%
|
|
83.0
|
%
|
|
77.4
|
%
|
|
(1)
|
“Average number of compressor packages in service” for each period shown is determined by calculating an average of two numbers, the first of which is the number of compressor packages being used to provide services at the beginning of the period and the second of which is the number of compressor packages being used to provide services at the end of the period.
|
|
(2)
|
“Average compressor package utilization” for each period shown is determined by dividing the average number of compressor packages in service during such period by the average of two numbers, the first of which is the total number of compressor packages in our fleet at the beginning of such period and the second of which is the total number of compressor packages in our fleet at the end of such period.
|
|
•
|
A significant majority of our production enhancement services is being performed by our non-corporate subsidiary, Compressco Partners Operating, LLC, pursuant to contracts that our counsel has concluded generate qualifying income under Section 7704 of the Internal Revenue Code, or “qualifying income”. Our corporate subsidiary, Compressco Partners Sub, Inc., conducts substantially all of our operations that our counsel has not concluded generate qualifying income, and it pays U.S. federal income tax with respect to such operations.
We strive to ensure that all new domestic contracts are entered into by our Operating LLC and generate qualifying income.
Our international compression services operations are conducted primarily through foreign subsidiaries that are subject to local country taxation.
|
|
•
|
The contracts pursuant to which we provide production enhancement services that our counsel has concluded generate qualifying income generally require us to pay related ad valorem taxes and insurance expenses related to the equipment utilized in such services.
|
|
•
|
The results of our Predecessor’s operations include an allocation of certain general and administrative expenses from TETRA. We are charged for certain general and administrative costs in accordance with the Omnibus Agreement we entered into with TETRA and our
General Partner
on June 20, 2011, and the amount of such charges reflected in our financial results could vary from the amounts of similar allocations included in our Predecessor’s historical results of operations.
|
|
•
|
The results of our Predecessor’s operations include interest expense associated with revolving credit indebtedness owed to an affiliate of TETRA. Under this indebtedness, which was refinanced in December 2010, our Predecessor could borrow up to $150 million at an interest rate of 7.5% per annum. The outstanding principal balance prior to the completion of the Offering was $145.1 million. We assumed approximately $32.2 million of this indebtedness (as partial consideration for the assets we acquired from TETRA in connection with the Offering), and this $32.2 million balance was repaid in full from the proceeds of the Offering. The balance of this intercompany indebtedness was repaid prior to the Offering.
|
|
•
|
On June 24, 2011, we entered into a bank revolving credit agreement that was subsequently replaced in October 2013 with a new bank revolving credit agreement. As of December 31, 2013, we have outstanding borrowings under the credit agreement of approximately $30.0 million, and based upon a $67.4 million borrowing capacity, we have $37.0 million available under the credit agreement. Borrowings bear interest at a rate equal to three month British Bankers Association LIBOR (adjusted to reflect any required bank reserves) plus a margin of 2.25% per annum. The weighted average interest rate on outstanding borrowings at December 31,
2013, was 2.5625% per annum.
|
|
•
|
We incur additional general and administrative expenses of approximately $2.5 million per year as a result of being a publicly traded limited partnership, including costs associated with annual and quarterly reports to our unitholders, annual financial audits, Schedule K-1 preparation and distribution, investor relations activities, registrar and transfer agent fees, legal fees, director and executive officer liability insurance costs, and director compensation.
|
|
•
|
Given our partnership structure and cash distribution policy, we distribute all of our “available cash” from “operating surplus” or “capital surplus” (as such terms are defined in our partnership agreement) at the end of each quarter.
|
|
|
|
Year Ended December 31,
|
|
Period-to-Period Change
|
||||||||||||||||
|
Combined Results of Operations
|
|
2013
|
|
2012
|
|
2011
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||||
|
|
|
(In Thousands)
|
||||||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Compression and other services
|
|
$
|
112,937
|
|
|
$
|
102,260
|
|
|
$
|
81,979
|
|
|
$
|
10,677
|
|
|
$
|
20,281
|
|
|
Sales of compressors and parts
|
|
8,364
|
|
|
6,322
|
|
|
13,200
|
|
|
2,042
|
|
|
(6,878
|
)
|
|||||
|
Total revenues
|
|
121,301
|
|
|
108,582
|
|
|
95,179
|
|
|
12,719
|
|
|
13,403
|
|
|||||
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Cost of compression and other services
|
|
63,425
|
|
|
53,818
|
|
|
43,575
|
|
|
9,607
|
|
|
10,243
|
|
|||||
|
Cost of compressors and parts sales
|
|
4,691
|
|
|
3,682
|
|
|
9,620
|
|
|
1,009
|
|
|
(5,938
|
)
|
|||||
|
Total cost of revenues
|
|
68,116
|
|
|
57,500
|
|
|
53,195
|
|
|
10,616
|
|
|
4,305
|
|
|||||
|
Selling, general, and administrative expense
|
|
17,467
|
|
|
17,270
|
|
|
14,269
|
|
|
197
|
|
|
3,001
|
|
|||||
|
Depreciation and amortization
|
|
14,642
|
|
|
13,227
|
|
|
12,521
|
|
|
1,415
|
|
|
706
|
|
|||||
|
Interest expense, net
|
|
469
|
|
|
25
|
|
|
5,052
|
|
|
444
|
|
|
(5,027
|
)
|
|||||
|
Other expense, net
|
|
782
|
|
|
876
|
|
|
980
|
|
|
(94
|
)
|
|
(104
|
)
|
|||||
|
Income before income taxes
|
|
19,825
|
|
|
19,684
|
|
|
9,162
|
|
|
141
|
|
|
10,522
|
|
|||||
|
Provision for income taxes
|
|
2,258
|
|
|
3,353
|
|
|
1,905
|
|
|
(1,095
|
)
|
|
1,448
|
|
|||||
|
Net income
|
|
$
|
17,567
|
|
|
$
|
16,331
|
|
|
$
|
7,257
|
|
|
$
|
1,236
|
|
|
$
|
9,074
|
|
|
|
|
Percentage of Total Revenues
|
|
|
|||||||||||
|
|
|
Year Ended December 31,
|
|
Period-to-Period Change
|
|||||||||||
|
Combined Results of Operations
|
|
2013
|
|
2012
|
|
2011
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
|||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compression and other services
|
|
93.1
|
%
|
|
94.2
|
%
|
|
86.1
|
%
|
|
10.4
|
%
|
|
24.7
|
%
|
|
Sales of compressors and parts
|
|
6.9
|
%
|
|
5.8
|
%
|
|
13.9
|
%
|
|
32.3
|
%
|
|
(52.1
|
)%
|
|
Total revenues
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
11.7
|
%
|
|
14.1
|
%
|
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of compression and other services
|
|
52.3
|
%
|
|
49.6
|
%
|
|
45.8
|
%
|
|
17.9
|
%
|
|
23.5
|
%
|
|
Cost of compressors and parts sales
|
|
3.9
|
%
|
|
3.4
|
%
|
|
10.1
|
%
|
|
27.4
|
%
|
|
(61.7
|
)%
|
|
Total cost of revenues
|
|
56.2
|
%
|
|
53.0
|
%
|
|
55.9
|
%
|
|
18.5
|
%
|
|
8.1
|
%
|
|
Selling, general, and administrative expense
|
|
14.4
|
%
|
|
15.9
|
%
|
|
15.0
|
%
|
|
1.1
|
%
|
|
21.0
|
%
|
|
Depreciation and amortization
|
|
12.1
|
%
|
|
12.2
|
%
|
|
13.2
|
%
|
|
10.7
|
%
|
|
5.6
|
%
|
|
Interest expense, net
|
|
0.4
|
%
|
|
0.0
|
%
|
|
5.3
|
%
|
|
1,776.0
|
%
|
|
(99.5
|
)%
|
|
Other expense, net
|
|
0.6
|
%
|
|
0.8
|
%
|
|
1.0
|
%
|
|
(10.7
|
)%
|
|
(10.6
|
)%
|
|
Income before income taxes
|
|
16.3
|
%
|
|
18.1
|
%
|
|
9.6
|
%
|
|
0.7
|
%
|
|
114.8
|
%
|
|
Net income
|
|
14.5
|
%
|
|
15.0
|
%
|
|
7.6
|
%
|
|
7.6
|
%
|
|
125.0
|
%
|
|
|
|
Year Ended December 31,
|
||||||
|
|
|
2013
|
|
2012
|
||||
|
|
|
(In Thousands)
|
||||||
|
Net cash provided by operating activities
|
|
$
|
29,135
|
|
|
$
|
31,109
|
|
|
Net cash used in investing activities
|
|
(24,574
|
)
|
|
(20,986
|
)
|
||
|
Net cash used in financing activities
|
|
(7,976
|
)
|
|
(14,682
|
)
|
||
|
|
|
Payments Due
|
||||||||||||||||||||||||||
|
|
|
Total
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
||||||||||||||
|
|
|
(In Thousands)
|
||||||||||||||||||||||||||
|
Long-term debt
|
|
$
|
29,959
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,959
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest on debt
|
|
2,941
|
|
|
768
|
|
|
768
|
|
|
768
|
|
|
637
|
|
|
—
|
|
|
—
|
|
|||||||
|
Operating leases
|
|
350
|
|
|
174
|
|
|
76
|
|
|
18
|
|
|
17
|
|
|
17
|
|
|
48
|
|
|||||||
|
Total contractual cash obligations
|
|
$
|
33,250
|
|
|
$
|
942
|
|
|
$
|
844
|
|
|
$
|
786
|
|
|
$
|
30,613
|
|
|
$
|
17
|
|
|
$
|
48
|
|
|
|
|
Expected Maturity Date
|
|
|
|
Fair Market Value
|
||||||||||||||||||||||||||
|
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
|
|||||||||||||||||
|
As of December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
U.S. dollar variable rate
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,959
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,959
|
|
|
$
|
29,959
|
|
|
Weighted average interest rate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5625
|
%
|
|
—
|
|
|
—
|
|
|
2.5625
|
%
|
|
2.5625
|
%
|
||||||||
|
Variable to fixed swaps
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Fixed pay rate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Variable receive rate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Derivative Contracts
|
|
US Dollar Notional Amount
|
|
Traded Exchange Rate
|
|
Value Date
|
||
|
|
|
(In Thousands)
|
|
|
|
|
||
|
Forward sale Mexican pesos
|
|
$
|
10,332
|
|
|
13.01
|
|
January 17, 2014
|
|
Foreign currency derivative instruments
|
|
Balance Sheet Location
|
|
Fair Value at
December 31, 2013
|
||
|
|
|
|
|
(In Thousands)
|
||
|
Forward sale contracts
|
|
Current assets
|
|
$
|
32
|
|
|
Total
|
|
|
|
$
|
32
|
|
|
Name
|
|
Age
|
|
Position with Compressco Partners GP
|
|
Geoffrey M. Hertel
|
|
69
|
|
Chairman of the Board of Directors
|
|
Stuart M. Brightman
|
|
57
|
|
Director
|
|
D. Frank Harrison
|
|
66
|
|
Independent Director
|
|
James R. Larson
|
|
64
|
|
Independent Director
|
|
William D. Sullivan
|
|
57
|
|
Independent Director
|
|
Ronald J. Foster
|
|
57
|
|
President and Director
|
|
James P. Rounsavall
|
|
49
|
|
Chief Financial Officer, Treasurer and Secretary
|
|
Kevin W. Book
|
|
39
|
|
Vice President of International Operations
|
|
Mark L. Corlee
|
|
63
|
|
Vice President of Field Services
|
|
Sheri J. Vanhooser
|
|
54
|
|
Vice President of Sales and Business Development
|
|
•
|
Grants of Long-Term Performance Phantom Unit Awards to Senior Management. C
onsistent with our philosophy of basing a significant portion of our Senior Managements' compensation on our financial performance, during 2013, our Board elected to increase the long-term portion of our Senior Managements' performance-based equity awards. During 2012, performance-based equity consisted of performance phantom units that vested based on a one-year performance period. Performance-based equity awards granted to our Senior Management in 2013 consisted 25% of performance phantom units that may be earned based on our attainment of a distributable cash flow per outstanding unit performance objective for the 2013 fiscal year, and 75% of performance phantom units that may be earned based on our attainment of a distributable cash flow per outstanding unit performance objective for the three-year period ending on December 31, 2015. In addition to these performance-based awards, during 2013, members of our Senior Management each received an award of phantom units that vest ratably over a period of three years based on continued employment over such three-year period.
|
|
•
|
Adoption of Procedures for Grants of Awards.
In May 2012, our Board and the Management and Compensation Committee each adopted the Procedures for Grants of Awards under the Compressco Partners, L.P. Incentive Compensation Plans (the "Grant Procedures") to assist in the administration of our equity compensation plans. The Grant Procedures provide guidelines under which our Board and the Management and Compensation Committee may make annual and other awards to our eligible employees, non-employee directors, and consultants.
|
|
•
|
Insider Trading Policy.
The Compressco Partners GP Inc. Insider Trading Policy provides guidelines with respect to transactions in our securities for the purpose of promoting compliance with applicable securities laws. All of our directors, officers, employees, and consultants are subject to the policy. The policy prohibits purchases of our common units on margin, short sales of common units, and the buying or selling of puts or calls on our common units.
|
|
•
|
establishing a compensation philosophy to support our overall business strategy and objectives and a compensation strategy to attract and retain executive talent, motivate executive officers to improve their performance and our financial performance, and otherwise implement the compensation philosophy;
|
|
•
|
annually reviewing and establishing annual and long-term performance goals and objectives for our Senior Management that are intended to implement our compensation philosophy and strategy;
|
|
•
|
annually evaluating the performance of our NEOs against established performance goals and objectives;
|
|
•
|
annually reviewing the compensation of our NEOs, including annual salary, performance-based cash incentive awards, and other cash incentive opportunities including long-term incentive opportunities against each NEOs' individual performance evaluation, and any other matter relating to the compensation of the NEOs which the Management and Compensation Committee considers appropriate;
|
|
•
|
reviewing at least annually all equity-based compensation plans and arrangements, including the amount of equity remaining available for issuance under those plans, and making recommendations to the Board regarding the need to amend existing plans or to adopt new plans for the purposes of implementing the Management and Compensation Committee’s goals regarding equity-based compensation;
|
|
•
|
reviewing at least annually all non-equity-based components of compensation paid to or available to the NEOs, which may include salary, cash incentives (both performance-based and otherwise), long-term incentive compensation, perquisites, and other personal benefits, to determine the appropriateness of each component in light of our compensation philosophy and strategy;
|
|
•
|
reviewing all employment, severance, change of control, or other compensation agreements or arrangements to be entered into or otherwise established with our NEOs;
|
|
•
|
reviewing and discussing with management our annual CD&A for inclusion in our annual proxy statement or Form 10-K;
|
|
•
|
reviewing matters relating to management succession, including compensation related issues; and
|
|
•
|
evaluating whether any compensation consultant retained by the Management and Compensation Committee has any conflict of interest in accordance with applicable regulatory requirements.
|
|
•
|
design competitive total compensation programs that enhance our ability to attract and retain knowledgeable and experienced Senior Management;
|
|
•
|
motivate our Senior Management to deliver outstanding financial performance and meet or exceed general and specific business, operational, and individual performance objectives;
|
|
•
|
establish salary and annual cash incentive compensation levels that reflect competitive market practices in relevant markets and are generally within the median range for the relevant peer group;
|
|
•
|
provide long-term incentive compensation opportunities that are consistent with our overall compensation philosophy;
|
|
•
|
provide a significant percentage of total compensation that is “at risk,” or “variable,” based on predetermined performance measures and objectives; and
|
|
•
|
ensure that a significant portion of the total compensation package is determined by equity value, thus assuring an alignment of Senior Management with our unitholders.
|
|
Name
|
|
Title
|
|
2013 Base Salary
|
||
|
Ronald J. Foster
|
|
President
|
|
$
|
286,000
|
|
|
James P. Rounsavall
|
|
Chief Financial Officer, Treasurer and Secretary
|
|
198,900
|
|
|
|
Kevin W. Book
|
|
Vice President of International Operations
|
|
213,200
|
|
|
|
Sheri J. Vanhooser
|
|
Vice President of Sales and Business Development
|
|
160,000
|
|
|
|
|
|
Threshold
|
|
Target
|
|
Stretch
|
|||
|
Ronald J. Foster
|
|
9
|
%
|
|
45
|
%
|
|
72
|
%
|
|
James P. Rounsavall
|
|
5
|
%
|
|
25
|
%
|
|
40
|
%
|
|
Kevin W. Book
|
|
5
|
%
|
|
25
|
%
|
|
40
|
%
|
|
Sheri J. Vanhooser
|
|
5
|
%
|
|
25
|
%
|
|
40
|
%
|
|
|
|
2013 Plan Year Performance Measures
|
|
|
||||||||||||||||||||
|
|
|
Profit
Before
Taxes
|
|
Distributable
Cash Flow
|
|
Net Sets
|
|
Health, Safety
&
Environmental
|
|
Personal
Objectives
|
|
Total
Earned
Award
|
||||||||||||
|
Ronald J. Foster
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
% of objective attained
|
|
73.6
|
%
|
|
89.0
|
%
|
|
*
|
|
|
82.5
|
%
|
|
85.0
|
%
|
|
|
|
||||||
|
amount earned
|
|
$
|
5,710
|
|
|
$
|
31,789
|
|
|
$
|
—
|
|
|
$
|
23,166
|
|
|
$
|
10,940
|
|
|
$
|
71,605
|
|
|
James P. Rounsavall
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
% of objective attained
|
|
73.6
|
%
|
|
89.0
|
%
|
|
*
|
|
|
82.5
|
%
|
|
66.7
|
%
|
|
|
|
||||||
|
amount earned
|
|
$
|
2,206
|
|
|
$
|
12,282
|
|
|
$
|
—
|
|
|
$
|
8,951
|
|
|
$
|
3,317
|
|
|
$
|
26,756
|
|
|
Kevin W. Book
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
% of objective attained
|
|
73.6
|
%
|
|
89.0
|
%
|
|
*
|
|
|
82.5
|
%
|
|
100.0
|
%
|
|
|
|
||||||
|
amount earned
|
|
$
|
2,365
|
|
|
$
|
13,165
|
|
|
$
|
—
|
|
|
$
|
9,594
|
|
|
$
|
5,330
|
|
|
$
|
30,454
|
|
|
Sheri J. Vanhooser
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
% of objective attained
|
|
73.6
|
%
|
|
89.0
|
%
|
|
*
|
|
|
82.5
|
%
|
|
75.0
|
%
|
|
|
|
||||||
|
amount earned
|
|
$
|
1,775
|
|
|
$
|
9,880
|
|
|
$
|
—
|
|
|
$
|
7,200
|
|
|
$
|
3,000
|
|
|
$
|
21,855
|
|
|
*
|
Results were below the threshold level of performance and no amounts were earned.
|
|
DCF per Outstanding Unit for the Year Ending Dec. 31, 2013
|
|
Percentage of
Phantom Units Earned
|
|
Less than $2.00
|
|
0%
|
|
$2.15
|
|
50%
|
|
$2.30 (Target)
|
|
100%
|
|
$2.45
|
|
150%
|
|
>$2.60 (Maximum)
|
|
200%
|
|
|
|
Number of
Phantom Units
|
|
Number of 1-year Performance Phantom Units
|
|
Number of 3-year
Performance
Phantom Units
|
|
Aggregate Grant
Date Fair Value
Of Unit Awards
|
|||||
|
Ronald J. Foster
|
|
7,397
|
|
|
2,466
|
|
|
7,397
|
|
|
$
|
350,033
|
|
|
James P. Rounsavall
|
|
3,082
|
|
|
1,028
|
|
|
3,082
|
|
|
$
|
145,854
|
|
|
Kevin W. Book
|
|
2,466
|
|
|
822
|
|
|
2,466
|
|
|
$
|
116,691
|
|
|
Sheri J. Vanhooser
|
|
3,452
|
|
|
822
|
|
|
2,466
|
|
|
$
|
136,687
|
|
|
Name
|
|
2014 Base Salary
|
||
|
Ronald J. Foster
|
|
$
|
297,440
|
|
|
James P. Rounsavall
|
|
206,856
|
|
|
|
Kevin W. Book
|
|
221,728
|
|
|
|
Sheri J. Vanhooser
|
|
166,400
|
|
|
|
|
|
Threshold
|
|
Target
|
|
Stretch
|
|||
|
Ronald J. Foster
|
|
9
|
%
|
|
45
|
%
|
|
72
|
%
|
|
James P. Rounsavall
|
|
5
|
%
|
|
25
|
%
|
|
40
|
%
|
|
Kevin W. Book
|
|
5
|
%
|
|
25
|
%
|
|
40
|
%
|
|
Sheri J. Vanhooser
|
|
5
|
%
|
|
25
|
%
|
|
40
|
%
|
|
Name and Principal Position
|
|
Year
|
|
Salary
|
|
Bonus
|
|
Unit Awards
(1)
|
|
Option Awards
|
|
Non-Equity
Incentive Plan Comp. (2) |
|
All Other Comp.
(3)
|
|
Total
|
||||||||||||||
|
|
|
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
||||||||||||||
|
Ronald J. Foster
|
|
2013
|
|
$
|
286,000
|
|
|
$
|
3,513
|
|
|
$
|
350,033
|
|
|
$
|
—
|
|
|
$
|
71,605
|
|
|
$
|
30,451
|
|
|
$
|
741,602
|
|
|
President
|
|
2012
|
|
275,000
|
|
|
—
|
|
|
175,293
|
|
|
—
|
|
|
146,273
|
|
|
18,208
|
|
|
614,774
|
|
|||||||
|
|
|
2011
|
|
250,000
|
|
|
6,146
|
|
|
548,168
|
|
|
—
|
|
|
53,854
|
|
|
13,119
|
|
|
871,287
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
James P. Rounsavall
|
|
2013
|
|
$
|
198,600
|
|
|
$
|
1,464
|
|
|
$
|
145,854
|
|
|
$
|
—
|
|
|
$
|
26,756
|
|
|
$
|
15,695
|
|
|
$
|
388,369
|
|
|
CFO
|
|
2012
|
|
190,962
|
|
|
—
|
|
|
81,804
|
|
|
—
|
|
|
57,623
|
|
|
14,141
|
|
|
344,530
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Kevin W. Book
|
|
2013
|
|
$
|
212,569
|
|
|
$
|
1,171
|
|
|
$
|
116,691
|
|
|
$
|
—
|
|
|
$
|
30,454
|
|
|
$
|
28,929
|
|
|
$
|
389,814
|
|
|
VP of Int'l Operations
|
|
2012
|
|
204,658
|
|
|
—
|
|
|
81,804
|
|
|
—
|
|
|
60,578
|
|
|
25,310
|
|
|
372,350
|
|
|||||||
|
|
|
2011
|
|
200,550
|
|
|
3,748
|
|
|
180,200
|
|
|
—
|
|
|
24,001
|
|
|
24,245
|
|
|
432,744
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Sheri J. Vanhooser
|
|
2013
|
|
$
|
157,405
|
|
|
$
|
1,171
|
|
|
$
|
136,687
|
|
|
$
|
—
|
|
|
$
|
21,855
|
|
|
$
|
23,326
|
|
|
$
|
340,444
|
|
|
VP of Sales & Business
|
|
2012
|
|
148,500
|
|
|
—
|
|
|
81,804
|
|
|
—
|
|
|
43,882
|
|
|
21,033
|
|
|
295,219
|
|
|||||||
|
Development
|
|
2011
|
|
135,000
|
|
|
—
|
|
|
180,200
|
|
|
—
|
|
|
19,831
|
|
|
17,894
|
|
|
352,925
|
|
|||||||
|
(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, 2013, 2012, and 2011, as applicable, in accordance with FASB ASC Topic 718. The grant date fair value of performance phantom unit awards granted in 2013 and included in the total for 2013 is reported based on the probable outcome of the performance conditions on the grant date. The value of the 2013 performance phantom unit awards assuming achievement of the maximum performance level would have been: Mr. Foster, $400,042; Mr. Rounsavall, $166,702; Mr. Book, $133,360; and, Ms. Vanhooser, $133,360. Phantom unit awards and performance phantom unit awards granted under the Compressco Partners equity plan during 2013 relate to our common units and are valued at $20.28 per common unit in accordance with FASB ASC Topic 718.
|
|
(2)
|
The amounts included in the “Non-Equity Incentive Plan Compensation” column for 2013, 2012, and 2011 reflect the actual amount of the annual cash incentive earned for performance during that year and paid in March of the following year under TETRA’s Cash Incentive Compensation Plan.
|
|
(3)
|
The amounts reflected represent the employer paid portion of life, health, and disability insurance benefits, matching contributions under our 401(k) Retirement Plan, annual car allowances during 2013, 2012, and 2011, and accrued distributions paid during 2013 and 2012 upon vesting of restricted unit awards that relate to our common units.
|
|
|
|
|
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
(1)
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
(2)
|
|
All Other Stock Awards: Number of Units
|
|
Grant Date Fair Value of Stock and Option Awards
(3)
|
||||||||||||||||
|
Name
|
|
Grant Date
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
|
||||||||||
|
|
|
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
($)
|
||||||||
|
Ronald J. Foster
|
|
2/26/2013
|
|
$
|
25,740
|
|
|
$
|
128,700
|
|
|
$
|
257,400
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
5/27/2013
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
7,397
|
|
$
|
150,011
|
|
||||||
|
|
|
5/27/2013
|
(5)
|
|
|
|
|
|
|
77
|
|
2,466
|
|
4,932
|
|
|
|
$
|
50,010
|
|
||||||
|
|
|
5/27/2013
|
(6)
|
|
|
|
|
|
|
231
|
|
7,397
|
|
14,794
|
|
|
|
$
|
150,011
|
|
||||||
|
James P. Rounsavall
|
|
2/26/2013
|
|
$
|
9,945
|
|
|
$
|
49,725
|
|
|
$
|
99,450
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
5/27/2013
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
3,082
|
|
$
|
62,503
|
|
||||||
|
|
|
5/27/2013
|
(5)
|
|
|
|
|
|
|
32
|
|
1,028
|
|
2,056
|
|
|
|
$
|
20,848
|
|
||||||
|
|
|
5/27/2013
|
(6)
|
|
|
|
|
|
|
96
|
|
3,082
|
|
6,164
|
|
|
|
$
|
62,503
|
|
||||||
|
Kevin W. Book
|
|
2/26/2013
|
|
$
|
10,660
|
|
|
$
|
53,300
|
|
|
$
|
106,600
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
5/27/2013
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
2,466
|
|
$
|
50,010
|
|
||||||
|
|
|
5/27/2013
|
(5)
|
|
|
|
|
|
|
26
|
|
822
|
|
1,644
|
|
|
|
$
|
16,670
|
|
||||||
|
|
|
5/27/2013
|
(6)
|
|
|
|
|
|
|
77
|
|
2,466
|
|
4,932
|
|
|
|
$
|
50,010
|
|
||||||
|
Sheri J. Vanhooser
|
|
2/26/2013
|
|
$
|
8,000
|
|
|
$
|
40,000
|
|
|
$
|
80,000
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
5/27/2013
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
3,452
|
|
$
|
70,007
|
|
||||||
|
|
|
5/27/2013
|
(5)
|
|
|
|
|
|
|
26
|
|
822
|
|
1,644
|
|
|
|
$
|
16,670
|
|
||||||
|
|
|
5/27/2013
|
(6)
|
|
|
|
|
|
|
77
|
|
2,466
|
|
4,932
|
|
|
|
$
|
50,010
|
|
||||||
|
(1)
|
The estimated possible payouts under non-equity incentive plan awards granted on February 26, 2013 are the threshold, target, and maximum amounts of the annual cash incentive granted for 2013 performance under TETRA’s Cash Incentive Compensation Plan. The actual amount of annual cash incentive earned for 2013 performance and paid in March 2014 for each of the NEOs was: Foster $71,605; Rounsavall $26,756; Book $30,454; and, Vanhooser $21,855.
|
|
(2)
|
The equity incentive plan awards granted on May 27, 2013 are the threshold, target, and maximum numbers of our common units that may be earned under performance phantom unit awards granted under the Compressco equity plan. "Threshold" is the lowest possible payout (3.125% of the award) and "maximum" is the highest possible payout (200% of the award).
|
|
(3)
|
The FASB ASC Topic 718 value of the phantom unit and performance phantom unit awards granted under the Compressco equity plan is $20.28 per unit. Performance phantom units are shown at target value.
|
|
(4)
|
Phantom unit awards granted under the Compressco Partners equity plan vest over a three-year period at a rate of one-third per year beginning on the first anniversary date of the award based on continued employment over such three-year period. Each phantom unit was granted in tandem with a distribution equivalent right (“DER”) that entitles the award holder to receive an additional number of units equal in value to any distributions we pay during the period the award is outstanding times the number of units subject to the award.
|
|
(5)
|
Performance phantom unit awards granted on May 27, 2013 may be earned under the Compressco Partners equity plan based on the level of achievement of the distributable cash flow per outstanding unit performance objective for the one-year performance period of January 1, 2013 through December 31, 2013 (the specific performance objective applicable to this award is described in “Compensation Discussion and Analysis – Equity Incentive Awards”). A 12.5% portion of the award was settled on January 31, 2014 based on an estimated level of attainment of the performance objective for the one-year performance period. Each performance phantom unit was granted in tandem with a DER that entitles 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.
|
|
(6)
|
Performance phantom unit awards granted on May 27, 2013 may be earned under the Compressco Partners equity plan based on the level of achievement of the distributable cash flow per outstanding unit performance objective for the three-year performance period ending on December 31, 2015. Each performance phantom unit was granted in tandem with a DER that entitles 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.
|
|
|
|
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)
|
|
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
|||||||||
|
Ronald J. Foster
|
|
8,334
|
|
|
—
|
|
|
$
|
8.3000
|
|
|
7/15/2014
|
|
|
|
|
|
|
|
|
|||||
|
Ronald J. Foster
|
|
10,201
|
|
|
—
|
|
|
$
|
9.2067
|
|
|
12/28/2014
|
|
|
|
|
|
|
|
|
|||||
|
Ronald J. Foster
|
|
4,000
|
|
|
—
|
|
|
$
|
23.0550
|
|
|
4/12/2016
|
|
|
|
|
|
|
|
|
|||||
|
Ronald J. Foster
|
|
4,000
|
|
|
—
|
|
|
$
|
28.0750
|
|
|
5/12/2016
|
|
|
|
|
|
|
|
|
|||||
|
Ronald J. Foster
|
|
8,000
|
|
|
—
|
|
|
$
|
21.1000
|
|
|
5/20/2018
|
|
|
|
|
|
|
|
|
|||||
|
Ronald J. Foster
|
|
31,500
|
|
|
—
|
|
|
$
|
4.1700
|
|
|
4/9/2019
|
|
|
|
|
|
|
|
|
|||||
|
Ronald J. Foster
|
|
14,500
|
|
|
—
|
|
|
$
|
10.2000
|
|
|
5/20/2020
|
|
|
|
|
|
|
|
|
|||||
|
Ronald J. Foster
|
|
|
|
|
|
|
|
|
|
10,140
|
|
(4)
|
$
|
204,220
|
|
|
|
|
|
||||||
|
Ronald J. Foster
|
|
|
|
|
|
|
|
|
|
5,281
|
|
(5)
|
$
|
106,359
|
|
|
|
|
|
||||||
|
Ronald J. Foster
|
|
|
|
|
|
|
|
|
|
7,397
|
|
(6)
|
$
|
148,976
|
|
|
|
|
|
||||||
|
Ronald J. Foster
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,397
|
(7)
|
$
|
148,976
|
|
||||||
|
James P. Rounsavall
|
|
|
|
|
|
|
|
|
|
1,333
|
|
(4)
|
$
|
26,847
|
|
|
|
|
|
||||||
|
James P. Rounsavall
|
|
|
|
|
|
|
|
|
|
2,465
|
|
(5)
|
$
|
49,645
|
|
|
|
|
|
||||||
|
James P. Rounsavall
|
|
|
|
|
|
|
|
|
|
3,082
|
|
(6)
|
$
|
62,071
|
|
|
|
|
|
||||||
|
James P. Rounsavall
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,082
|
(7)
|
$
|
62,071
|
|
||||||
|
Kevin Book
|
|
10,500
|
|
|
—
|
|
|
$
|
9.2667
|
|
|
12/9/2014
|
|
|
|
|
|
|
|
|
|||||
|
Kevin Book
|
|
2,000
|
|
|
—
|
|
|
$
|
23.0550
|
|
|
4/12/2016
|
|
|
|
|
|
|
|
|
|||||
|
Kevin Book
|
|
2,000
|
|
|
—
|
|
|
$
|
28.0750
|
|
|
5/12/2016
|
|
|
|
|
|
|
|
|
|||||
|
Kevin Book
|
|
5,000
|
|
|
—
|
|
|
$
|
21.1000
|
|
|
5/20/2018
|
|
|
|
|
|
|
|
|
|||||
|
Kevin Book
|
|
6,000
|
|
|
—
|
|
|
$
|
4.1700
|
|
|
4/9/2019
|
|
|
|
|
|
|
|
|
|||||
|
Kevin Book
|
|
3,250
|
|
|
—
|
|
|
$
|
10.2000
|
|
|
5/20/2020
|
|
|
|
|
|
|
|
|
|||||
|
Kevin Book
|
|
|
|
|
|
|
|
|
|
3,333
|
|
(4)
|
$
|
67,127
|
|
|
|
|
|
||||||
|
Kevin Book
|
|
|
|
|
|
|
|
|
|
2,465
|
|
(5)
|
$
|
49,645
|
|
|
|
|
|
||||||
|
Kevin Book
|
|
|
|
|
|
|
|
|
|
2,466
|
|
(6)
|
$
|
49,665
|
|
|
|
|
|
||||||
|
Kevin Book
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,466
|
(7)
|
$
|
49,665
|
|
||||||
|
Sheri J. Vanhooser
|
|
5,000
|
|
|
—
|
|
|
$
|
21.1000
|
|
|
5/20/2018
|
|
|
|
|
|
|
|
|
|||||
|
Sheri J. Vanhooser
|
|
6,000
|
|
|
—
|
|
|
$
|
4.1700
|
|
|
4/9/2019
|
|
|
|
|
|
|
|
|
|||||
|
Sheri J. Vanhooser
|
|
3,175
|
|
|
—
|
|
|
$
|
10.2000
|
|
|
5/20/2020
|
|
|
|
|
|
|
|
|
|||||
|
Sheri J. Vanhooser
|
|
|
|
|
|
|
|
|
|
3,333
|
|
(4)
|
$
|
67,127
|
|
|
|
|
|
||||||
|
Sheri J. Vanhooser
|
|
|
|
|
|
|
|
|
|
2,465
|
|
(5)
|
$
|
49,645
|
|
|
|
|
|
||||||
|
Sheri J. Vanhooser
|
|
|
|
|
|
|
|
|
|
3,452
|
|
(6)
|
$
|
69,523
|
|
|
|
|
|
||||||
|
Sheri J. Vanhooser
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,466
|
(7)
|
$
|
49,665
|
|
||||||
|
(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 $20.14, the closing price of our common units on December 31,
2013.
|
|
(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 as of December 31, 2015. 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 $20.14, the closing price of our common units on December 31, 2013.
|
|
(4)
|
The restricted unit award vested 33.34% on January 4, 2012, 33.33% on January 4, 2013, and 33.33% on January 4, 2014.
|
|
(5)
|
The phantom unit award vested 33.34% on May 27, 2013, and will vest an additional 33.33% of the award on each of May 27, 2014 and 2015.
|
|
(6)
|
The phantom unit award will vest 33.34% on May 27, 2014, and will vest an additional 33.33% of the award on each of May 27, 2015 and 2016.
|
|
(7)
|
The performance phantom unit award for the performance period of January 1, 2013 through December 31, 2015 may be settled pursuant to the terms of the award in January 2016 if applicable performance objectives are met. The number of units shown is the target number of units that may be issued under the award.
|
|
|
|
Option Awards
|
|
Stock or Unit Awards
|
||||||||||
|
Name
|
|
Number of Shares
Acquired on Exercise |
|
Value
Realized on Exercise |
|
Number of Shares
or Units Acquired on Vesting |
|
Value
Realized on Vesting |
||||||
|
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
||||||
|
Ronald J. Foster
|
|
—
|
|
|
$
|
—
|
|
|
19,743
|
|
(1)
|
$
|
226,864
|
|
|
James P. Rounsavall
|
|
—
|
|
|
$
|
—
|
|
|
5,148
|
|
|
$
|
60,224
|
|
|
Kevin Book
|
|
—
|
|
|
$
|
—
|
|
|
7,468
|
|
(2)
|
$
|
84,056
|
|
|
Sheri J. Vanhooser
|
|
—
|
|
|
$
|
—
|
|
|
7,460
|
|
(3)
|
$
|
84,001
|
|
|
(1)
|
For Mr. Foster, the number of shares or units vested includes 1,425 shares of TETRA's common stock.
|
|
(2)
|
For Mr. Book, the number of shares or units vested includes 320 shares of TETRA's common stock.
|
|
(3)
|
For Ms. Vanhooser, the number of shares or units vested includes 312 shares of TETRA's common stock.
|
|
Name
|
|
Cash Severance Payment
|
|
Bonus Payment
|
|
Accelerated Vesting of Unit Awards
(3)
|
|
Continuation of Health Benefits
|
|
Total
|
||||||||||
|
Ronald J. Foster
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Death/disability
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
608,530
|
|
|
$
|
—
|
|
|
$
|
608,530
|
|
|
Retirement
|
|
—
|
|
|
—
|
|
|
608,530
|
|
|
—
|
|
|
608,530
|
|
|||||
|
Termination for cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
No cause or voluntary termination
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Termination upon a change of control
|
|
829,400
|
|
(1)
|
82,160
|
|
(2)
|
608,530
|
|
|
31,930
|
|
|
1,552,020
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
James P. Rounsavall
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Death/disability
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
200,635
|
|
|
$
|
—
|
|
|
$
|
200,635
|
|
|
Retirement
|
|
—
|
|
|
—
|
|
|
200,635
|
|
|
—
|
|
|
200,635
|
|
|||||
|
Termination for cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
No cause or voluntary termination
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Termination upon a change of control
|
|
—
|
|
|
—
|
|
|
200,635
|
|
|
—
|
|
|
200,635
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Kevin Book
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Death/disability
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
216,102
|
|
|
$
|
—
|
|
|
$
|
216,102
|
|
|
Retirement
|
|
—
|
|
|
—
|
|
|
216,102
|
|
|
—
|
|
|
216,102
|
|
|||||
|
Termination for cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
No cause or voluntary termination
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Termination upon a change of control
|
|
—
|
|
|
—
|
|
|
216,102
|
|
|
—
|
|
|
216,102
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Sheri J. Vanhooser
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Death/disability
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
235,960
|
|
|
$
|
—
|
|
|
$
|
235,960
|
|
|
Retirement
|
|
—
|
|
|
—
|
|
|
235,960
|
|
|
—
|
|
|
235,960
|
|
|||||
|
Termination for cause
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
No cause or voluntary termination
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Termination upon a change of control
|
|
—
|
|
|
—
|
|
|
235,960
|
|
|
—
|
|
|
235,960
|
|
|||||
|
(1)
|
Represents a multiple of base salary plus target annual cash bonus, as provided under the terms of his COC Agreement.
|
|
(2)
|
Includes earned annual cash incentive for the 2013 performance period, his 2013 discretionary cash bonus, and the value of phantom performance units earned for the one-year performance period ended December 31, 2013, all of which would have been unpaid as of December 31, 2013.
|
|
(3)
|
Our 2011 Long Term Incentive Plan allows acceleration upon termination following a change of control and upon death, disability, or retirement at the discretion of our Board of Directors (with regard to Named Executive Officers). Under the terms of Mr. Foster's COC Agreement, acceleration would automatically occur upon a qualifying termination of employment following a change of control. The value of accelerated unit awards is calculated by multiplying the number of accelerated units by $20.14, the closing price of our common units on December 31, 2013.
|
|
Name
|
|
Fees Earned or Paid
in Cash
(1)
|
|
Unit Awards
(2)
|
|
All Other
Compensation
(3)
|
|
Total
|
||||||||
|
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
||||||||
|
D. Frank Harrison
|
|
$
|
11,250
|
|
|
$
|
65,018
|
|
|
$
|
25
|
|
|
$
|
76,293
|
|
|
Geoffrey M. Hertel
|
|
11,250
|
|
|
60,009
|
|
|
30
|
|
|
71,289
|
|
||||
|
James R. Larson
|
|
11,250
|
|
|
70,007
|
|
|
20
|
|
|
81,277
|
|
||||
|
William D. Sullivan
|
|
11,250
|
|
|
60,009
|
|
|
30
|
|
|
71,289
|
|
||||
|
(1)
|
The amounts in this column reflect payments earned in the second, third, and fourth quarters of 2013 following the Board's May 27, 2013 approval of annual cash payments of $15,000 to each eligible director, to be paid on a quarterly basis.
|
|
(2)
|
Phantom units granted on May 27, 2013 are valued at $20.28 per common unit in accordance with FASB ASC Topic 718.
|
|
(3)
|
Includes payment of cash amounts representing the fractional portions of common units due upon settlement of dividend equivalent rights granted in tandem with phantom unit awards.
|
|
Name and Business Address of Beneficial Owner
|
|
Common Units Beneficially Owned
|
|
Percentage
of Common Units
(1)
|
|
Subordinated Units Beneficially Owned
|
|
Percentage of Subordinated Units
(2)
|
|
Percentage of Total Units Beneficially Owned
(3)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
TETRA Technologies, Inc.
(4)
24955 Interstate 45 North
The Woodlands, TX 77380
|
|
6,427,257
|
|
|
69.3
|
%
|
|
6,273,970
|
|
|
100.0
|
%
|
|
81.7
|
%
|
|
OppenheimerFunds, Inc.
(5)
Two World Financial Center
225 Liberty Street
New York, NY 10281
|
|
844,344
|
|
|
9.1
|
%
|
|
—
|
|
|
—
|
|
|
5.4
|
%
|
|
Stuart M. Brightman
|
|
17,500
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
Ronald J. Foster
|
|
27,653
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
D. Frank Harrison
|
|
7,738
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
Geoffrey M. Hertel
|
|
96,323
|
|
|
1.0
|
%
|
|
—
|
|
|
—
|
|
|
*
|
|
|
James R. Larson
|
|
10,932
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
William D. Sullivan
|
|
24,713
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
Kevin W. Book
|
|
13,024
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
Mark L. Corlee
|
|
—
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
James P. Rounsavall
|
|
6,496
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
Sheri J. Vanhooser
|
|
10,369
|
|
|
*
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
Directors and executive officers as a group (10 persons)
|
|
214,748
|
|
|
2.3
|
%
|
|
—
|
|
|
—
|
|
|
1.4
|
%
|
|
*
|
Less than 1%.
|
|
(1)
|
Reflects common units beneficially owned as a percentage of 9,279,293 common units outstanding.
|
|
(2)
|
Reflects subordinated units beneficially owned as a percentage of 6,273,970 subordinated units outstanding.
|
|
(3)
|
As a percentage of total limited partner interest.
|
|
(4)
|
The common units and subordinated units beneficially owned by TETRA Technologies, Inc. are directly held of record by our general partner 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 and subordinated units held by them. As a result, TETRA Technologies, Inc. has indirect, sole voting and investment power over the common and subordinated units held by our general partner and TETRA International Incorporated.
|
|
(5)
|
Pursuant to a Schedule 13G/A dated February 6, 2014, OppenheimerFunds, Inc. has shared voting power and shared dispositive power with respect to 844,344 of our common units.
|
|
Name of Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership
|
|
|
|
Percentage of Class
|
||
|
Stuart M. Brightman
|
|
895,798
|
|
|
(1)
|
|
1.1
|
%
|
|
Ronald J. Foster
|
|
88,283
|
|
|
(2)
|
|
*
|
|
|
D. Frank Harrison
|
|
—
|
|
|
|
|
*
|
|
|
Geoffrey M. Hertel
|
|
707,521
|
|
|
(3)
|
|
*
|
|
|
James R. Larson
|
|
—
|
|
|
|
|
*
|
|
|
William D. Sullivan
|
|
98,210
|
|
|
|
|
*
|
|
|
Kevin W. Book
|
|
39,980
|
|
|
(4)
|
|
*
|
|
|
Mark L. Corlee
|
|
—
|
|
|
|
|
*
|
|
|
James P. Rounsavall
|
|
—
|
|
|
|
|
*
|
|
|
Sheri J. Vanhooser
|
|
14,487
|
|
|
(5)
|
|
*
|
|
|
Directors and executive officers as a group (10 persons)
|
|
1,844,279
|
|
|
(6)
|
|
2.3
|
%
|
|
*
|
Less than 1%.
|
|
(1)
|
Includes 628,639 shares subject to options exercisable within 60 days of March 7, 2014.
|
|
(2)
|
Includes 80,535 shares subject to options exercisable within 60 days of March 7, 2014.
|
|
(3)
|
Includes 182,000 shares subject to options exercisable within 60 days of March 7, 2014.
|
|
(4)
|
Includes 28,750 shares subject to options exercisable within 60 days of March 7, 2014.
|
|
(5)
|
Includes 14,175 shares subject to options exercisable within 60 days of March 7, 2014.
|
|
(6)
|
Includes 934,099 shares subject to options exercisable within 60 days of March 7, 2014.
|
|
Plan Category
|
|
Number of Securities
to be Issued upon Exercise of Outstanding Options,
Warrants or Rights
|
|
|
|
Weighted Average
Exercise Price of Outstanding Options,
Warrants, or Rights
|
|
Number of Securities
Remaining Available for Future Issuance under Equity Comp. Plans (Excluding Securities
Shown in the First Column)
|
||||
|
Equity compensation plans approved by security holders
|
|
—
|
|
|
|
|
$
|
—
|
|
|
—
|
|
|
Equity compensation plans not approved by security holders
(1)
|
|
94,108
|
|
|
(2)
|
|
$
|
—
|
|
|
1,256,749
|
|
|
Total:
|
|
94,108
|
|
|
|
|
$
|
—
|
|
|
1,256,749
|
|
|
(1)
|
Consists of the 2011 Long Term Incentive Plan, which was approved by the Board of our general partner in connection with the initial public offering. Please read Item 11 of this Annual Report on Form 10-K for additional information regarding the 2011 Long Term Incentive Plan.
|
|
(2)
|
Represents phantom unit awards and performance phantom unit awards outstanding under the 2011 Long Term Incentive Plan. These phantom unit awards and performance phantom unit awards do not have an exercise price. The table above does not include 38,917 restricted units subject to awards outstanding under the 2011 Long Term Incentive Plan.
|
|
•
|
Our general partner contributed to us, as a capital contribution, (a) all of the equity securities of Compressco Field Services, Inc.’s (“CFSI”) operating subsidiaries, which were contributed to the general partner pursuant to the Contribution Agreement, and (b) the business conducted by CFSI and its operating
|
|
•
|
TETRA International contributed to us (a) all of TETRA International’s equity interests in two of its operating subsidiaries, and (b) certain equipment of TETRA International, in exchange for (i) 723, 211 common units, and (ii) 752,876 subordinated units.
|
|
•
|
We assumed and repaid $32.2 million of intercompany indebtedness using a portion of the proceeds generated by the Offering.
|
|
•
|
We used approximately $8.1 million of the proceeds from the offering to reimburse TETRA for certain expenses incurred in connection with the Offering.
|
|
•
|
Pursuant to an equipment sharing agreement between two of our subsidiaries and a subsidiary of TETRA in connection with operations in Mexico, our subsidiaries charged TETRA's subsidiary equipment rental amounts of approximately $1.3 million and TETRA’s subsidiary charged our subsidiaries equipment rental
|
|
•
|
In addition to the foregoing, we also provide early production services to a customer in Argentina. A subsidiary of TETRA charged a subsidiary of ours in Argentina approximately $0.5 million during 2013 for equipment leased 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 $1.0 million during 2013. In addition, one of our subsidiaries charged a subsidiary of TETRA approximately $0.8 million for equipment leased from our subsidiary to TETRA's subsidiary in Argentina.
|
|
|
|
2013
|
|
2012
|
||||
|
Audit fees
|
|
$
|
375,000
|
|
|
$
|
350,000
|
|
|
Audit related fees
|
|
—
|
|
|
—
|
|
||
|
Tax fees
(1)
|
|
80,000
|
|
|
99,000
|
|
||
|
Total fees
|
|
$
|
455,000
|
|
|
$
|
449,000
|
|
|
(1)
|
Consists of fees for international tax compliance review in 2013 and 2012.
|
|
1.
|
Financial Statements of the Partnership
|
|
|
|
|
Page
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
2.
|
Financial statement schedules have been omitted as they are not required, are not applicable, or the required information is included in the financial statements or notes thereto.
|
|
|
3.
|
List of Exhibits
|
|
|
3.1
|
Certificate of Limited Partnership of Compressco Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Partnership’s Registration Statement on Form S-1 filed on November 10, 2008 (SEC File No. 333-155260)).
|
|
3.2
|
First Amended and Restated Agreement of Limited Partnership of Compressco Partners, L.P., dated June 20, 2011 (incorporated by reference to Exhibit 3.1 to the Partnership’s Current Report on Form 8-K filed on June, 24, 2011 (SEC File No. 001-35195)).
|
|
3.3
|
Certificate of Incorporation of Compressco Partners GP Inc. (incorporated by reference to Exhibit 3.3 to the Partnership’s Registration Statement on Form S-1 filed on November 10, 2008 (SEC File No. 333-155260)).
|
|
3.4
|
First Amended and Restated Bylaws of Compressco Partners GP Inc., dated June 20, 2011 (incorporated by reference to Exhibit 3.2 to the Partnership’s Current Report on Form 8-K filed on June, 24, 2011 (SEC File No. 001-35195)).
|
|
3.5
|
Certificate of Correction of the Certificate of Limited Partnership of Compressco Partners, L.P. (incorporated by reference to Exhibit 3.5 to Amendment No.1 to the Partnership’s Registration Statement on Form S-1/A filed on December 19, 2008 (SEC File No. 333-155260)).
|
|
4.1
|
Specimen Unit Certificate representing Common Units (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Partnership’s Registration Statement on Form S-1 filed on April 12, 2011 (SEC File No. 333-155260)).
|
|
10.1
|
Contribution, Conveyance and Assumption Agreement, dated June 20, 2011, by and among Compressco, Inc., Compressco Field Services, Inc., Compressco Canada, Inc., Compressco de Mexico, S. de R.L. de C.V., Compressco Partners GP Inc., Compressco Partners, L.P., Compressco Partners Operating, LLC, Compressco Netherlands B.V., Compressco Holdings, LLC, Compressco Netherlands Coöperatief U.A., Compressco Partners Sub, Inc., TETRA International Incorporated, Production Enhancement Mexico, S. de R.L. de C.V. and TETRA Technologies, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 24, 2011 (SEC File No. 001-35195)).
|
|
+
|
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,
2013,
2012
and
2011; (ii) Consolidated Balance Sheets as of December 31,
2013
and December 31,
2012; (iii) Consolidated Statements of Partners’ Capital/Net Parent Equity for the years ended December 31,
2013,
2012
and
2011; (iv) Consolidated Statements of Comprehensive Income for the years ended December 31,
2013,
2012
and
2011; (v) Consolidated Statements of Cash Flows for the years ended December 31,
2013,
2012
and
2011; and (vi) Notes to Consolidated Financial Statements for the year ended December 31,
2013. Users of this data are advised pursuant to Rule 406T of Regulation S-T that the interactive data files in Exhibit 101 to this Annual Report on Form 10-K shall not be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be part of any registration statement or other document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.
|
|
|
|
COMPRESSCO PARTNERS, L.P.
|
|
|
|
|
By:
|
Compressco Partners GP Inc.,
|
|
|
|
|
its general partner
|
|
Date:
|
March 14, 2014
|
By:
|
/s/Ronald J. Foster
|
|
|
|
|
Ronald J. Foster, President
|
|
|
|
|
(Principal Executive Officer)
|
|
Signature
|
Title
|
Date
|
|
/s/Geoffrey M. Hertel
|
Chairman of
|
March 14, 2014
|
|
Geoffrey M. Hertel
|
the Board of Directors
|
|
|
|
|
|
|
/s/Ronald J. Foster
|
President and Director
|
March 14, 2014
|
|
Ronald J. Foster
|
(Principal Executive Officer)
|
|
|
|
|
|
|
/s/James P. Rounsavall
|
Chief Financial Officer
|
March 14, 2014
|
|
James P. Rounsavall
|
(Principal Financial Officer)
|
|
|
|
|
|
|
/s/ Terry L. Bond
|
Controller
|
March 14, 2014
|
|
Terry L. Bond
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
/s/Stuart M. Brightman
|
Director
|
March 14, 2014
|
|
Stuart M. Brightman
|
|
|
|
|
|
|
|
/s/D. Frank Harrison
|
Director
|
March 14, 2014
|
|
D. Frank Harrison
|
|
|
|
|
|
|
|
/s/James R. Larson
|
Director
|
March 14, 2014
|
|
James R. Larson
|
|
|
|
|
|
|
|
/s/William D. Sullivan
|
Director
|
March 14, 2014
|
|
William D. Sullivan
|
|
|
|
|
|
|
|
3.1
|
Certificate of Limited Partnership of Compressco Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Partnership’s Registration Statement on Form S-1 filed on November 10, 2008 (SEC File No. 333-155260)).
|
|
3.2
|
First Amended and Restated Agreement of Limited Partnership of Compressco Partners, L.P., dated June 20, 2011 (incorporated by reference to Exhibit 3.1 to the Partnership’s Current Report on Form 8-K filed on June, 24, 2011 (SEC File No. 001-35195)).
|
|
3.3
|
Certificate of Incorporation of Compressco Partners GP Inc. (incorporated by reference to Exhibit 3.3 to the Partnership’s Registration Statement on Form S-1 filed on November 10, 2008 (SEC File No. 333-155260)).
|
|
3.4
|
First Amended and Restated Bylaws of Compressco Partners GP Inc., dated June 20, 2011 (incorporated by reference to Exhibit 3.2 to the Partnership’s Current Report on Form 8-K filed on June, 24, 2011 (SEC File No. 001-35195)).
|
|
3.5
|
Certificate of Correction of the Certificate of Limited Partnership of Compressco Partners, L.P. (incorporated by reference to Exhibit 3.5 to Amendment No.1 to the Partnership’s Registration Statement on Form S-1/A filed on December 19, 2008 (SEC File No. 333-155260)).
|
|
4.1
|
Specimen Unit Certificate representing Common Units (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Partnership’s Registration Statement on Form S-1 filed on April 12, 2011 (SEC File No. 333-155260)).
|
|
10.1
|
Contribution, Conveyance and Assumption Agreement, dated June 20, 2011, by and among Compressco, Inc., Compressco Field Services, Inc., Compressco Canada, Inc., Compressco de Mexico, S. de R.L. de C.V., Compressco Partners GP Inc., Compressco Partners, L.P., Compressco Partners Operating, LLC, Compressco Netherlands B.V., Compressco Holdings, LLC, Compressco Netherlands Coöperatief U.A., Compressco Partners Sub, Inc., TETRA International Incorporated, Production Enhancement Mexico, S. de R.L. de C.V. and TETRA Technologies, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 24, 2011 (SEC File No. 001-35195)).
|
|
10.2
|
Omnibus Agreement, dated June 20, 2011, by and among Compressco Partners, L.P., TETRA Technologies, Inc. and Compressco Partners GP Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on June 24, 2011 (SEC File No. 001-35195)).
|
|
10.3***
|
Compressco Partners, L.P. 2011 Long Term Incentive Plan (incorporated by reference to Exhibit 4.4 to the Partnership’s Registration Statement on Form S-8 filed on June 17, 2011 (SEC File No. 333-175007)).
|
|
10.4***
|
Form of Employee Restricted Unit Agreement under the Compressco Partners, L.P. 2011 Long Term Incentive Plan (incorporated by reference to Exhibit 4.5 to the Partnership’s Registration Statement on Form S-8 filed on June 17, 2011 (SEC File No. 333-175007)).
|
|
10.5***
|
Form of Director Restricted Unit Agreement under the Compressco Partners, L.P. 2011 Long Term Incentive Plan (incorporated by reference to Exhibit 4.6 to the Partnership’s Registration Statement on Form S-8 filed on June 17, 2011 (SEC File No. 333-175007)).
|
|
10.6
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.5 to Amendment No. 4 to the Partnership’s Registration Statement on Form S-1/A filed on May 27, 2011 (SEC File No. 333-155260)).
|
|
10.7
|
Credit Agreement, dated June 24, 2011, by and among Compressco Partners, L.P., Compressco Partners Operating, LLC and Compressco Partners Sub, Inc., as the borrowers, the Partnership’s existing and future domestic subsidiaries, as loan guarantors, and JP Morgan Chase Bank, N.A., as the lender (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 30, 2011 (SEC File No. 001-35195)).
|
|
10.8
+
***
|
Summary Description of the Compensation of Non-Employee Directors of Compressco Partners GP Inc.
|
|
10.9
+
***
|
Summary Description of Named Executive Officer Compensation.
|
|
10.10***
|
Separation and Release Agreement dated April 24, 2012 by and between Compressco Partners GP Inc. and Gary McBride (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 25, 2012 (SEC File No. 001-35195)).
|
|
10.11***
|
Forms of Phantom Unit Agreement, Non-Employee Director Phantom Unit Agreement and Performance Phantom Unit Agreement under the 2011 Long Term Incentive Plan (incorporated by reference to Exhibits 99.1, 99.2 and 99.3, respectively, to the Current Report on Form 8-K filed on June 1, 2012 (SEC File No. 001-35195)).
|
|
10.12
|
First Amendment to Credit Agreement dated as of December 4, 2012, among Compressco Partners, L.P. as borrowers, and JPMorgan Chase Bank, National Association (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 5, 2012 (SEC File No. 001-35195)).
|
|
10.13
|
Second Amendment to Credit Agreement and First Amendment to Pledge and Security Agreement, dated May 14, 2013, by and among Compressco Partners, L.P., Compressco Partners Operating, LLC and Compressco Partners Sub, Inc., as the borrowers, the Partnership’s existing and future domestic subsidiaries, as loan guarantors, and JP Morgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 16, 2013 (SEC File No. 001-35195)).
|
|
10.14
|
Change of Control Agreement with Ronald J. Foster (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 4, 2013 (SEC File No. 001-35195)).
|
|
+
|
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, 2013, 2012 and 2011; (ii) Consolidated Balance Sheets as of December 31, 2013 and December 31, 2012; (iii) Consolidated Statements of Partners’ Capital/Net Parent Equity for the years ended December 31, 2013, 2012 and 2011; (iv) Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011; and (vi) Notes to Consolidated Financial Statements for the year ended December 31, 2013. Users of this data are advised pursuant to Rule 406T of Regulation S-T that the interactive data files in Exhibit 101 to this Annual Report on Form 10-K shall not be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be part of any registration statement or other document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.
|
|
|
|
December 31,
2013 |
|
December 31,
2012 |
||||
|
ASSETS
|
|
|
|
|
|
|
||
|
Current assets:
|
|
|
|
|
|
|
||
|
Cash and cash equivalents
|
|
$
|
9,477
|
|
|
$
|
12,966
|
|
|
Trade accounts receivable, net of allowances for doubtful accounts of $600 in 2013 and $329 in 2012
|
|
23,819
|
|
|
18,599
|
|
||
|
Inventories
|
|
14,029
|
|
|
15,908
|
|
||
|
Deferred tax asset
|
|
57
|
|
|
195
|
|
||
|
Prepaid expenses and other current assets
|
|
1,597
|
|
|
3,495
|
|
||
|
Total current assets
|
|
48,979
|
|
|
51,163
|
|
||
|
Property, plant, and equipment:
|
|
|
|
|
|
|
||
|
Land and building
|
|
2,178
|
|
|
2,178
|
|
||
|
Compressors and equipment
|
|
176,592
|
|
|
156,027
|
|
||
|
Vehicles
|
|
12,892
|
|
|
12,997
|
|
||
|
Construction in progress
|
|
—
|
|
|
466
|
|
||
|
Total property, plant, and equipment
|
|
191,662
|
|
|
171,668
|
|
||
|
Less accumulated depreciation
|
|
(89,648
|
)
|
|
(78,053
|
)
|
||
|
Net property, plant, and equipment
|
|
102,014
|
|
|
93,615
|
|
||
|
Other assets:
|
|
|
|
|
|
|
||
|
Goodwill
|
|
72,161
|
|
|
72,161
|
|
||
|
Deferred tax asset
|
|
937
|
|
|
594
|
|
||
|
Other assets
|
|
1,018
|
|
|
253
|
|
||
|
Total other assets
|
|
74,116
|
|
|
73,008
|
|
||
|
Total assets
|
|
$
|
225,109
|
|
|
$
|
217,786
|
|
|
LIABILITIES AND PARTNERS' CAPITAL
|
|
|
|
|
|
|
||
|
Current liabilities:
|
|
|
|
|
|
|
||
|
Accounts payable
|
|
$
|
4,854
|
|
|
$
|
4,610
|
|
|
Accrued liabilities and other
|
|
4,881
|
|
|
4,108
|
|
||
|
Accrued payroll and benefits
|
|
826
|
|
|
1,613
|
|
||
|
Amounts payable to affiliates
|
|
4,210
|
|
|
8,232
|
|
||
|
Deferred tax liabilities
|
|
2,134
|
|
|
1,976
|
|
||
|
Total current liabilities
|
|
16,905
|
|
|
20,539
|
|
||
|
Other liabilities:
|
|
|
|
|
|
|
||
|
Long-term debt, net
|
|
29,959
|
|
|
10,050
|
|
||
|
Deferred tax liabilities
|
|
4,477
|
|
|
4,894
|
|
||
|
Other long-term liabilities
|
|
52
|
|
|
53
|
|
||
|
Total other liabilities
|
|
34,488
|
|
|
14,997
|
|
||
|
Commitments and contingencies
|
|
|
|
|
|
|
||
|
Partners' capital:
|
|
|
|
|
|
|
||
|
General partner interest
|
|
3,158
|
|
|
3,346
|
|
||
|
Common units (9,240,490 units issued and outstanding at December 31, 2013 and 9,172,865 units issued and outstanding at December 31, 2012)
|
|
104,887
|
|
|
108,943
|
|
||
|
Subordinated units (6,273,970 units issued and outstanding)
|
|
65,258
|
|
|
68,957
|
|
||
|
Accumulated other comprehensive income
|
|
413
|
|
|
1,004
|
|
||
|
Total partners' capital
|
|
173,716
|
|
|
182,250
|
|
||
|
Total liabilities and partners' capital
|
|
$
|
225,109
|
|
|
$
|
217,786
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|||
|
Compression and other services
|
|
$
|
112,937
|
|
|
$
|
102,260
|
|
|
$
|
81,979
|
|
|
Sales of compressors and parts
|
|
8,364
|
|
|
6,322
|
|
|
13,200
|
|
|||
|
Total revenues
|
|
121,301
|
|
|
108,582
|
|
|
95,179
|
|
|||
|
Cost of revenues (excluding depreciation and amortization expense):
|
|
|
|
|
|
|
|
|
|
|||
|
Cost of compression and other services
|
|
63,425
|
|
|
53,818
|
|
|
43,575
|
|
|||
|
Cost of compressors and parts sales
|
|
4,691
|
|
|
3,682
|
|
|
9,620
|
|
|||
|
Total cost of revenues
|
|
68,116
|
|
|
57,500
|
|
|
53,195
|
|
|||
|
Selling, general, and administrative expense
|
|
17,467
|
|
|
17,270
|
|
|
14,269
|
|
|||
|
Depreciation and amortization
|
|
14,642
|
|
|
13,227
|
|
|
12,521
|
|
|||
|
Interest expense, net
|
|
469
|
|
|
25
|
|
|
5,052
|
|
|||
|
Other expense, net
|
|
782
|
|
|
876
|
|
|
980
|
|
|||
|
Income before income tax provision
|
|
19,825
|
|
|
19,684
|
|
|
9,162
|
|
|||
|
Provision for income taxes
|
|
2,258
|
|
|
3,353
|
|
|
1,905
|
|
|||
|
Net income
|
|
$
|
17,567
|
|
|
$
|
16,331
|
|
|
$
|
7,257
|
|
|
Allocation of 2011 net income:
|
|
|
|
|
|
|
|
|
|
|||
|
Net income
|
|
|
|
|
|
|
|
7,257
|
|
|||
|
Net income applicable to the period through June 19, 2011
|
|
|
|
|
|
|
|
296
|
|
|||
|
Net income applicable to the period June 20 through December 31, 2011
|
|
|
|
|
|
|
|
$
|
6,961
|
|
||
|
General partner interest in net income
|
|
$
|
351
|
|
|
$
|
326
|
|
|
$
|
139
|
|
|
Common units interest in net income
|
|
$
|
10,251
|
|
|
$
|
9,500
|
|
|
$
|
4,026
|
|
|
Subordinated units interest in net income
|
|
$
|
6,965
|
|
|
$
|
6,505
|
|
|
$
|
2,796
|
|
|
Net income per common unit:
|
|
|
|
|
|
|
|
|
|
|||
|
Basic
|
|
$
|
1.11
|
|
|
$
|
1.04
|
|
|
$
|
0.45
|
|
|
Diluted
|
|
$
|
1.10
|
|
|
$
|
1.03
|
|
|
$
|
0.44
|
|
|
Weighted average common units outstanding:
|
|
|
|
|
|
|
|
|
|
|||
|
Basic
|
|
9,230,876
|
|
|
9,163,798
|
|
|
9,044,293
|
|
|||
|
Diluted
|
|
9,305,066
|
|
|
9,193,407
|
|
|
9,063,339
|
|
|||
|
Net income per subordinated unit:
|
|
|
|
|
|
|
|
|
|
|||
|
Basic and Diluted
|
|
$
|
1.11
|
|
|
$
|
1.04
|
|
|
$
|
0.45
|
|
|
Weighted average subordinated units outstanding:
|
|
|
|
|
|
|
|
|
|
|||
|
Basic and Diluted
|
|
6,273,970
|
|
|
6,273,970
|
|
|
6,273,970
|
|
|||
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Net income
|
|
$
|
17,567
|
|
|
$
|
16,331
|
|
|
$
|
7,257
|
|
|
Foreign currency translation adjustment, net of tax of $0 in 2013, $0 in 2012, and $490 in 2011
|
|
(591
|
)
|
|
102
|
|
|
407
|
|
|||
|
Comprehensive income
|
|
$
|
16,976
|
|
|
$
|
16,433
|
|
|
$
|
7,664
|
|
|
|
|
|
Partners' Capital
|
|
Accumulated Other Comprehensive Income
|
|
Total Partners' Capital
|
||||||||||||||||
|
|
|
|
|
|
Limited Partners
|
|
|
||||||||||||||||
|
|
Net Parent
Equity
|
|
General
Partner
|
|
Common
Unitholders
|
|
Subordinated
Unitholder
|
|
|
||||||||||||||
|
Balance as of December 31, 2010
|
$
|
25,953
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,953
|
|
|
Net income attributable to period from January 1, 2011 through June 19, 2011
|
296
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
296
|
|
||||||
|
Foreign currency translation adjustment attributable to period from January 1, 2011 through June 19, 2011
|
675
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
675
|
|
||||||
|
Net contributions from parent to Predecessor
|
119,053
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
119,053
|
|
||||||
|
Contribution of net assets from Predecessor
|
(146,183
|
)
|
|
3,514
|
|
|
69,328
|
|
|
72,171
|
|
|
1,170
|
|
|
—
|
|
||||||
|
Initial public offering proceeds, net of underwriter discount
|
—
|
|
|
—
|
|
|
50,234
|
|
|
—
|
|
|
—
|
|
|
50,234
|
|
||||||
|
Offering costs
|
—
|
|
|
—
|
|
|
(8,057
|
)
|
|
—
|
|
|
—
|
|
|
(8,057
|
)
|
||||||
|
Net income attributable to period from June 20, 2011 through December 31, 2011
|
—
|
|
|
139
|
|
|
4,026
|
|
|
2,796
|
|
|
—
|
|
|
6,961
|
|
||||||
|
Distributions ($0.3875 per unit)
|
—
|
|
|
(138
|
)
|
|
(4,025
|
)
|
|
(2,729
|
)
|
|
—
|
|
|
(6,892
|
)
|
||||||
|
Equity compensation
|
206
|
|
|
—
|
|
|
483
|
|
|
—
|
|
|
—
|
|
|
689
|
|
||||||
|
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(268
|
)
|
|
(268
|
)
|
||||||
|
Balance as of December 31, 2011
|
$
|
—
|
|
|
$
|
3,515
|
|
|
$
|
111,989
|
|
|
$
|
72,238
|
|
|
$
|
902
|
|
|
$
|
188,644
|
|
|
Net income for 2012
|
—
|
|
|
326
|
|
|
9,500
|
|
|
6,505
|
|
|
—
|
|
|
16,331
|
|
||||||
|
Distributions ($1.56 per unit)
|
—
|
|
|
(495
|
)
|
|
(14,451
|
)
|
|
(9,786
|
)
|
|
—
|
|
|
(24,732
|
)
|
||||||
|
Equity compensation
|
—
|
|
|
—
|
|
|
1,905
|
|
|
—
|
|
|
—
|
|
|
1,905
|
|
||||||
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|
102
|
|
||||||
|
Balance as of December 31, 2012
|
$
|
—
|
|
|
$
|
3,346
|
|
|
$
|
108,943
|
|
|
$
|
68,957
|
|
|
$
|
1,004
|
|
|
$
|
182,250
|
|
|
Net income for 2013
|
—
|
|
|
351
|
|
|
10,251
|
|
|
6,965
|
|
|
—
|
|
|
17,567
|
|
||||||
|
Distributions ($1.71 per unit)
|
—
|
|
|
(539
|
)
|
|
(15,766
|
)
|
|
(10,664
|
)
|
|
—
|
|
|
(26,969
|
)
|
||||||
|
Equity compensation
|
—
|
|
|
—
|
|
|
1,459
|
|
|
—
|
|
|
—
|
|
|
1,459
|
|
||||||
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(591
|
)
|
|
(591
|
)
|
||||||
|
Balance as of December 31, 2013
|
$
|
—
|
|
|
$
|
3,158
|
|
|
$
|
104,887
|
|
|
$
|
65,258
|
|
|
$
|
413
|
|
|
$
|
173,716
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Operating activities:
|
|
|
|
|
|
|
|
|
|
|||
|
Net income
|
|
$
|
17,567
|
|
|
$
|
16,331
|
|
|
$
|
7,257
|
|
|
Reconciliation of net income to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|||
|
Depreciation and amortization
|
|
14,349
|
|
|
13,227
|
|
|
12,521
|
|
|||
|
Impairments of long-lived assets
|
|
293
|
|
|
—
|
|
|
—
|
|
|||
|
Provision (benefit) for deferred income taxes
|
|
(266
|
)
|
|
1,930
|
|
|
(2,536
|
)
|
|||
|
Equity compensation expense
|
|
1,459
|
|
|
1,905
|
|
|
689
|
|
|||
|
Provision for doubtful accounts
|
|
279
|
|
|
94
|
|
|
504
|
|
|||
|
Other non-cash charges and credits
|
|
325
|
|
|
281
|
|
|
—
|
|
|||
|
Loss on sale of property, plant, and equipment
|
|
20
|
|
|
205
|
|
|
58
|
|
|||
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|||
|
Accounts receivable
|
|
(5,534
|
)
|
|
(7,477
|
)
|
|
(2,263
|
)
|
|||
|
Inventories
|
|
2,097
|
|
|
1,111
|
|
|
76
|
|
|||
|
Prepaid expenses and other current assets
|
|
1,888
|
|
|
(1,887
|
)
|
|
(1,302
|
)
|
|||
|
Accounts payable and accrued expenses
|
|
(3,342
|
)
|
|
5,390
|
|
|
3,826
|
|
|||
|
Other
|
|
—
|
|
|
(1
|
)
|
|
55
|
|
|||
|
Net cash provided by operating activities
|
|
29,135
|
|
|
31,109
|
|
|
18,885
|
|
|||
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|||
|
Purchases of property, plant, and equipment, net
|
|
(24,574
|
)
|
|
(20,947
|
)
|
|
(11,193
|
)
|
|||
|
Other investing activities
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|||
|
Net cash used in investing activities
|
|
(24,574
|
)
|
|
(20,986
|
)
|
|
(11,193
|
)
|
|||
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|||
|
Proceeds from long-term debt
|
|
19,909
|
|
|
10,050
|
|
|
—
|
|
|||
|
Proceeds from issuance of partnership common units, net of underwriters' discount
|
|
—
|
|
|
—
|
|
|
50,234
|
|
|||
|
Payment of offering costs
|
|
—
|
|
|
—
|
|
|
(8,057
|
)
|
|||
|
Payment of affiliate note payable
|
|
—
|
|
|
—
|
|
|
(32,200
|
)
|
|||
|
Distributions
|
|
(26,969
|
)
|
|
(24,732
|
)
|
|
(6,816
|
)
|
|||
|
Payment of financing costs
|
|
(916
|
)
|
|
—
|
|
|
(362
|
)
|
|||
|
Net distribution (to) from parent
|
|
—
|
|
|
—
|
|
|
408
|
|
|||
|
Net cash (used in) provided by financing activities
|
|
(7,976
|
)
|
|
(14,682
|
)
|
|
3,207
|
|
|||
|
Effect of exchange rate changes on cash
|
|
(74
|
)
|
|
49
|
|
|
(52
|
)
|
|||
|
Increase (decrease) in cash and cash equivalents
|
|
(3,489
|
)
|
|
(4,510
|
)
|
|
10,847
|
|
|||
|
Cash and cash equivalents at beginning of period
|
|
12,966
|
|
|
17,476
|
|
|
6,629
|
|
|||
|
Cash and cash equivalents at end of period
|
|
$
|
9,477
|
|
|
$
|
12,966
|
|
|
$
|
17,476
|
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
|
|||
|
Taxes paid
|
|
$
|
2,204
|
|
|
$
|
1,059
|
|
|
$
|
1,606
|
|
|
Compressors
|
12
–
16
years
|
|
Other equipment
|
3
–
8
years
|
|
Vehicles
|
3 years
|
|
Information systems
|
3 years
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
(In Thousands)
|
||||||||||
|
Balance, beginning of year
|
|
$
|
1,004
|
|
|
$
|
902
|
|
|
$
|
495
|
|
|
Foreign currency translation adjustment, net of taxes of $0 in 2013, $0 in 2012, and $490 in 2011
|
|
(591
|
)
|
|
102
|
|
|
407
|
|
|||
|
Balance, end of year
|
|
$
|
413
|
|
|
$
|
1,004
|
|
|
$
|
902
|
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Description
|
|
Total as of
Dec 31, 2013
|
|
Quoted Prices
in Active Markets for Identical Assets or Liabilities
(Level 1)
|
|
Significant
Other Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
||||||||
|
|
|
(In Thousands)
|
||||||||||||||
|
Asset for foreign currency derivative contracts
|
|
$
|
32
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
December 31,
|
||||||
|
|
|
|
|
2013
|
|
2012
|
||||
|
|
|
Scheduled Maturity
|
|
(In Thousands)
|
||||||
|
Previous Credit Agreement
|
|
June 24, 2015
|
|
$
|
—
|
|
|
$
|
10,050
|
|
|
Partnership Credit Agreement
|
|
October 15, 2017
|
|
29,959
|
|
|
—
|
|
||
|
Total debt
|
|
|
|
29,959
|
|
|
10,050
|
|
||
|
Less current portion
|
|
|
|
—
|
|
|
—
|
|
||
|
Total long-term debt
|
|
|
|
$
|
29,959
|
|
|
$
|
10,050
|
|
|
|
Operating Leases
|
||
|
|
(In Thousands)
|
||
|
2014
|
$
|
174
|
|
|
2015
|
76
|
|
|
|
2016
|
18
|
|
|
|
2017
|
17
|
|
|
|
2018
|
17
|
|
|
|
After 2018
|
48
|
|
|
|
Total minimum lease payments
|
$
|
350
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
(In Thousands)
|
||||||||||
|
Current
|
|
|
|
|
|
|
|
|
|
|||
|
Federal
|
|
$
|
846
|
|
|
$
|
420
|
|
|
$
|
3,094
|
|
|
State
|
|
150
|
|
|
157
|
|
|
199
|
|
|||
|
Foreign
|
|
1,528
|
|
|
846
|
|
|
1,148
|
|
|||
|
|
|
2,524
|
|
|
1,423
|
|
|
4,441
|
|
|||
|
Deferred
|
|
|
|
|
|
|
|
|
|
|||
|
Federal
|
|
(438
|
)
|
|
471
|
|
|
(2,263
|
)
|
|||
|
State
|
|
(49
|
)
|
|
28
|
|
|
(92
|
)
|
|||
|
Foreign
|
|
221
|
|
|
1,431
|
|
|
(181
|
)
|
|||
|
|
|
(266
|
)
|
|
1,930
|
|
|
(2,536
|
)
|
|||
|
Total tax provision
|
|
$
|
2,258
|
|
|
$
|
3,353
|
|
|
$
|
1,905
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
(In Thousands)
|
||||||||||
|
Income tax provision computed at statutory federal income tax rates
|
|
$
|
6,939
|
|
|
$
|
6,889
|
|
|
$
|
3,207
|
|
|
Partnership earnings
|
|
(6,939
|
)
|
|
(6,889
|
)
|
|
(3,013
|
)
|
|||
|
Corporate subsidiary earnings subject to federal tax
|
|
405
|
|
|
924
|
|
|
757
|
|
|||
|
Income tax expense attributable to foreign earnings
|
|
1,749
|
|
|
2,277
|
|
|
780
|
|
|||
|
State income taxes (net of federal benefit)
|
|
89
|
|
|
132
|
|
|
92
|
|
|||
|
Nondeductible expenses
|
|
15
|
|
|
20
|
|
|
82
|
|
|||
|
Total tax provision
|
|
$
|
2,258
|
|
|
$
|
3,353
|
|
|
$
|
1,905
|
|
|
Jurisdiction
|
Earliest Open Tax Period
|
|
United States – Federal
|
2011
|
|
United States – State and Local
|
2011
|
|
Non-U.S. jurisdictions
|
2007
|
|
|
|
December 31,
|
||||||
|
|
|
2013
|
|
2012
|
||||
|
|
|
(In Thousands)
|
||||||
|
Accruals
|
|
$
|
4
|
|
|
$
|
5
|
|
|
Net operating losses
|
|
1,229
|
|
|
800
|
|
||
|
Bad debt reserve
|
|
64
|
|
|
65
|
|
||
|
Total deferred tax assets
|
|
1,297
|
|
|
870
|
|
||
|
Valuation allowance
|
|
—
|
|
|
—
|
|
||
|
Net deferred tax assets
|
|
$
|
1,297
|
|
|
$
|
870
|
|
|
|
|
December 31,
|
||||||
|
|
|
2013
|
|
2012
|
||||
|
|
|
(In Thousands)
|
||||||
|
Accruals
|
|
$
|
2,332
|
|
|
$
|
1,983
|
|
|
Excess book over tax basis in property, plant, and equipment
|
|
4,553
|
|
|
4,940
|
|
||
|
All other
|
|
29
|
|
|
28
|
|
||
|
Total deferred tax liability
|
|
6,914
|
|
|
6,951
|
|
||
|
Net deferred tax liability
|
|
$
|
5,617
|
|
|
$
|
6,081
|
|
|
|
Carrying Values
|
||
|
|
(In Thousands)
|
||
|
Cash and cash equivalents
|
$
|
7,430
|
|
|
Trade accounts receivable
|
14,375
|
|
|
|
Inventories
|
16,085
|
|
|
|
Prepaid expenses and other current assets
|
1,867
|
|
|
|
Property, plant and equipment
|
140,500
|
|
|
|
Less accumulated depreciation
|
(58,129
|
)
|
|
|
Goodwill
|
72,161
|
|
|
|
Intangibles and other long-term assets, net
|
131
|
|
|
|
Current liabilities
|
(9,994
|
)
|
|
|
Affiliate note payable
|
(32,200
|
)
|
|
|
Deferred tax liabilities
|
(4,569
|
)
|
|
|
Other long-term liabilities
|
(304
|
)
|
|
|
Cumulative translation adjustment
|
(1,170
|
)
|
|
|
Net assets contributed
|
$
|
146,183
|
|
|
|
|
Units
|
|
Weighted Average
Grant Date Fair
Value Per Unit
|
|||
|
|
|
(In Thousands)
|
|
|
|||
|
Nonvested units outstanding at December 31, 2012
|
|
153
|
|
|
$
|
16.07
|
|
|
Units granted
(1)
|
|
98
|
|
|
20.29
|
|
|
|
Units cancelled
|
|
(18
|
)
|
|
15.68
|
|
|
|
Units vested
|
|
(69
|
)
|
|
18.36
|
|
|
|
Adjustment for performance results achieved
|
|
(9
|
)
|
|
20.29
|
|
|
|
Nonvested units outstanding at December 31, 2013
|
|
155
|
|
|
$
|
17.52
|
|
|
(1)
|
The number of units granted shown above includes
47,674
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. The number of units actually issued under the awards may range from
zero
to
47,674
.
|
|
Derivative Contracts
|
|
US Dollar Notional Amount
|
|
Traded Exchange Rate
|
|
Value Date
|
|||
|
|
|
(In Thousands)
|
|
|
|
|
|||
|
Forward sale Mexican pesos
|
|
$
|
10,332
|
|
|
13.01
|
|
|
1/17/2014
|
|
Foreign currency derivative instruments
|
|
Balance Sheet Location
|
|
Fair Value at
December 31, 2013
|
||
|
|
|
|
|
(In Thousands)
|
||
|
Forward sale contracts
|
|
Current assets
|
|
$
|
32
|
|
|
Total
|
|
|
|
$
|
32
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
|
|
|
Common
Units
|
|
Subordinated
Units
|
|
Common
Units
|
|
Subordinated
Units
|
|
Common
Units |
|
Subordinated
Units |
||||||
|
Number of weighted average units outstanding
|
|
9,230,876
|
|
|
6,273,970
|
|
|
9,163,798
|
|
|
6,273,970
|
|
|
9,044,293
|
|
|
6,273,970
|
|
|
Restricted units outstanding
|
|
74,190
|
|
|
—
|
|
|
29,609
|
|
|
—
|
|
|
19,046
|
|
|
—
|
|
|
Average diluted units outstanding
|
|
9,305,066
|
|
|
6,273,970
|
|
|
9,193,407
|
|
|
6,273,970
|
|
|
9,063,339
|
|
|
6,273,970
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
(In Thousands)
|
||||||||||
|
Revenues from external customers:
|
|
|
|
|
|
|
|
|
|
|||
|
U.S.
|
|
$
|
73,388
|
|
|
$
|
65,010
|
|
|
$
|
69,034
|
|
|
Latin America
|
|
34,556
|
|
|
33,430
|
|
|
15,169
|
|
|||
|
Canada
|
|
5,549
|
|
|
3,950
|
|
|
4,789
|
|
|||
|
Other
|
|
7,808
|
|
|
6,192
|
|
|
6,187
|
|
|||
|
Total
|
|
$
|
121,301
|
|
|
$
|
108,582
|
|
|
$
|
95,179
|
|
|
Identifiable assets:
|
|
|
|
|
|
|
|
|
|
|||
|
U.S.
|
|
$
|
176,638
|
|
|
$
|
170,584
|
|
|
$
|
172,301
|
|
|
Latin America
|
|
38,426
|
|
|
37,611
|
|
|
22,731
|
|
|||
|
Canada
|
|
6,650
|
|
|
5,942
|
|
|
7,663
|
|
|||
|
Other
|
|
3,395
|
|
|
3,649
|
|
|
3,649
|
|
|||
|
Total identifiable assets
|
|
$
|
225,109
|
|
|
$
|
217,786
|
|
|
$
|
206,344
|
|
|
|
|
Three Months Ended 2013
|
||||||||||||||
|
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
|
|
(In Thousands, Except Per Share Amounts)
|
||||||||||||||
|
Total revenues
|
|
$
|
30,767
|
|
|
$
|
28,124
|
|
|
$
|
29,964
|
|
|
$
|
32,446
|
|
|
Net income
|
|
4,539
|
|
|
2,478
|
|
|
4,203
|
|
|
6,347
|
|
||||
|
Net income per common unit
|
|
$
|
0.29
|
|
|
$
|
0.16
|
|
|
$
|
0.27
|
|
|
$
|
0.40
|
|
|
Net income per diluted common unit
|
|
$
|
0.29
|
|
|
$
|
0.15
|
|
|
$
|
0.26
|
|
|
$
|
0.40
|
|
|
|
|
Three Months Ended 2012
|
||||||||||||||
|
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
|
|
(In Thousands, Except Per Share Amounts)
|
||||||||||||||
|
Total revenues
|
|
$
|
22,531
|
|
|
$
|
24,949
|
|
|
$
|
28,684
|
|
|
$
|
32,418
|
|
|
Net income
|
|
2,767
|
|
|
3,602
|
|
|
5,063
|
|
|
4,899
|
|
||||
|
Net income per common unit
|
|
$
|
0.18
|
|
|
$
|
0.23
|
|
|
$
|
0.32
|
|
|
$
|
0.31
|
|
|
Net income per diluted common unit
|
|
$
|
0.18
|
|
|
$
|
0.23
|
|
|
$
|
0.32
|
|
|
$
|
0.31
|
|
1 Year CSI Compressco Chart |
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