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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 of incorporation)
|
(I.R.S. Employer Identification No.)
|
|
|
3809 S. FM 1788
|
|
Midland, Texas
|
79706
|
(Address of principal executive offices)
|
(zip code)
|
Large accelerated filer [
]
|
Accelerated filer [ X ]
|
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
|
Smaller reporting company [ ]
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Revenues:
|
|
|
|
|
|
||
Compression and related services
|
62,411
|
|
|
75,288
|
|
||
Aftermarket services
|
8,587
|
|
|
14,253
|
|
||
Equipment sales
|
10,694
|
|
|
13,348
|
|
||
Total revenues
|
81,692
|
|
|
102,889
|
|
||
Cost of revenues (excluding depreciation and amortization expense):
|
|
|
|
||||
Cost of compression and related services
|
31,805
|
|
|
36,978
|
|
||
Cost of aftermarket services
|
6,618
|
|
|
11,879
|
|
||
Cost of equipment sales
|
9,953
|
|
|
11,250
|
|
||
Total cost of revenues
|
48,376
|
|
|
60,107
|
|
||
Depreciation and amortization
|
18,452
|
|
|
19,988
|
|
||
Long-lived asset impairment
|
7,866
|
|
|
—
|
|
||
Selling, general, and administrative expense
|
10,230
|
|
|
11,249
|
|
||
Goodwill impairment
|
92,334
|
|
|
—
|
|
||
Interest expense, net
|
8,802
|
|
|
8,602
|
|
||
Other expense, net
|
288
|
|
|
543
|
|
||
Income (loss) before income tax provision
|
(104,656
|
)
|
|
2,400
|
|
||
Provision for income taxes
|
693
|
|
|
592
|
|
||
Net income (loss)
|
$
|
(105,349
|
)
|
|
$
|
1,808
|
|
General partner interest in net income (loss)
|
$
|
(2,106
|
)
|
|
$
|
341
|
|
Common units interest in net income (loss)
|
$
|
(103,243
|
)
|
|
$
|
1,467
|
|
|
|
|
|
|
|
||
Net income (loss) per common unit:
|
|
|
|
||||
Basic and diluted
|
$
|
(3.11
|
)
|
|
$
|
0.04
|
|
Weighted average common units outstanding:
|
|
|
|
||||
Basic and diluted
|
33,190,174
|
|
|
33,144,701
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Net income (loss)
|
$
|
(105,349
|
)
|
|
$
|
1,808
|
|
Foreign currency translation adjustment
|
(804
|
)
|
|
176
|
|
||
Comprehensive income (loss)
|
$
|
(106,153
|
)
|
|
$
|
1,984
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
|
(Unaudited)
|
|
|
|
|||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
10,290
|
|
|
$
|
10,620
|
|
Trade accounts receivable, net of allowances for doubtful accounts of $1,692 in 2016 and $1,973 in 2015
|
44,012
|
|
|
57,775
|
|
||
Inventories
|
43,274
|
|
|
49,771
|
|
||
Assets held for sale
|
730
|
|
|
772
|
|
||
Prepaid expenses and other current assets
|
7,028
|
|
|
7,262
|
|
||
Total current assets
|
105,334
|
|
|
126,200
|
|
||
Property, plant, and equipment:
|
|
|
|
|
|
||
Land and building
|
34,962
|
|
|
34,962
|
|
||
Compressors and equipment
|
836,509
|
|
|
829,877
|
|
||
Vehicles
|
12,416
|
|
|
12,404
|
|
||
Construction in progress
|
303
|
|
|
391
|
|
||
Total property, plant, and equipment
|
884,190
|
|
|
877,634
|
|
||
Less accumulated depreciation
|
(195,435
|
)
|
|
(178,354
|
)
|
||
Net property, plant, and equipment
|
688,755
|
|
|
699,280
|
|
||
Other assets:
|
|
|
|
|
|
||
Goodwill
|
—
|
|
|
92,402
|
|
||
Deferred tax asset
|
20
|
|
|
20
|
|
||
Intangible assets, net of accumulated amortization of $16,139 as of March 31, 2016 and $7,425 as of December 31, 2015
|
39,629
|
|
|
48,343
|
|
||
Other assets
|
362
|
|
|
382
|
|
||
Total other assets
|
40,011
|
|
|
141,147
|
|
||
Total assets
|
$
|
834,100
|
|
|
$
|
966,627
|
|
LIABILITIES AND
PARTNERS' CAPITAL
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
12,525
|
|
|
$
|
12,969
|
|
Unearned income
|
14,718
|
|
|
19,074
|
|
||
Accrued liabilities and other
|
19,853
|
|
|
26,704
|
|
||
Amounts payable to affiliates
|
5,561
|
|
|
8,153
|
|
||
Total current liabilities
|
52,657
|
|
|
66,900
|
|
||
Other liabilities:
|
|
|
|
|
|
||
Long-term debt, net
|
566,485
|
|
|
566,658
|
|
||
Deferred tax liabilities
|
846
|
|
|
656
|
|
||
Other long-term liabilities
|
273
|
|
|
255
|
|
||
Total other liabilities
|
567,604
|
|
|
567,569
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Partners' capital:
|
|
|
|
|
|
||
General partner interest
|
4,481
|
|
|
6,842
|
|
||
Common units (33,190,458 units issued and outstanding at March 31, 2016 and 33,186,155 units issued and outstanding at December 31, 2015)
|
218,555
|
|
|
333,709
|
|
||
Accumulated other comprehensive income (loss)
|
(9,197
|
)
|
|
(8,393
|
)
|
||
Total partners' capital
|
213,839
|
|
|
332,158
|
|
||
Total liabilities and partners' capital
|
$
|
834,100
|
|
|
$
|
966,627
|
|
|
Partners' Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Partners' Capital
|
|||||||||||||
|
|
|
||||||||||||||||
|
General
Partner
|
|
Common
Unitholders
|
|
|
|||||||||||||
|
Amount
|
|
Units
|
|
Amount
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2015
|
$
|
6,842
|
|
|
33,186
|
|
|
$
|
333,709
|
|
|
$
|
(8,393
|
)
|
|
$
|
332,158
|
|
Net income
|
(2,106
|
)
|
|
—
|
|
|
(103,243
|
)
|
|
—
|
|
|
(105,349
|
)
|
||||
Distributions ($0.3775 per unit)
|
(255
|
)
|
|
—
|
|
|
(12,529
|
)
|
|
—
|
|
|
(12,784
|
)
|
||||
Equity compensation
|
—
|
|
|
—
|
|
|
618
|
|
|
—
|
|
|
618
|
|
||||
Vesting of Phantom Units
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(804
|
)
|
|
(804
|
)
|
||||
Balance at March 31, 2016
|
$
|
4,481
|
|
|
33,190
|
|
|
$
|
218,555
|
|
|
$
|
(9,197
|
)
|
|
$
|
213,839
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Operating activities:
|
|
|
|
|
|
||
Net income (loss)
|
$
|
(105,349
|
)
|
|
$
|
1,808
|
|
Reconciliation of net income (loss) to cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
18,452
|
|
|
19,988
|
|
||
Impairment of long-lived assets
|
7,866
|
|
|
—
|
|
||
Impairment of goodwill
|
92,334
|
|
|
—
|
|
||
Provision for deferred income taxes
|
145
|
|
|
180
|
|
||
Equity compensation expense
|
636
|
|
|
477
|
|
||
Provision for doubtful accounts
|
119
|
|
|
—
|
|
||
Amortization of deferred financing costs
|
696
|
|
|
696
|
|
||
Other non-cash charges and credits
|
28
|
|
|
190
|
|
||
(Gain) loss on sale of property, plant, and
equipment
|
(28
|
)
|
|
(23
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|||
Accounts receivable
|
13,651
|
|
|
17,083
|
|
||
Inventories
|
571
|
|
|
(10,189
|
)
|
||
Prepaid expenses and other current assets
|
(48
|
)
|
|
(644
|
)
|
||
Accounts payable and accrued expenses
|
(14,005
|
)
|
|
3,096
|
|
||
Other
|
27
|
|
|
(181
|
)
|
||
Net cash provided by operating activities
|
15,095
|
|
|
32,481
|
|
||
Investing activities:
|
|
|
|
|
|||
Purchases of property, plant, and equipment, net
|
(1,353
|
)
|
|
(37,158
|
)
|
||
Advances and other investing activities
|
20
|
|
|
(66
|
)
|
||
Net cash used in
investing activities
|
(1,333
|
)
|
|
(37,224
|
)
|
||
Financing activities:
|
|
|
|
|
|||
Proceeds from long-term debt
|
29,000
|
|
|
13,000
|
|
||
Payments of long-term debt
|
(30,000
|
)
|
|
—
|
|
||
Distributions
|
(12,784
|
)
|
|
(16,615
|
)
|
||
Net cash used in financing activities
|
(13,784
|
)
|
|
(3,615
|
)
|
||
Effect of exchange rate
changes on cash
|
(308
|
)
|
|
(237
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
(330
|
)
|
|
(8,595
|
)
|
||
Cash and cash equivalents at beginning of period
|
10,620
|
|
|
34,066
|
|
||
Cash and cash equivalents at end of period
|
$
|
10,290
|
|
|
$
|
25,471
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||
Interest paid
|
$
|
14,435
|
|
|
$
|
15,186
|
|
Income taxes paid
|
$
|
56
|
|
|
$
|
842
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(In Thousands)
|
||||||
Parts and supplies
|
27,000
|
|
|
27,447
|
|
||
Work in progress
|
16,274
|
|
|
22,324
|
|
||
Total inventories
|
$
|
43,274
|
|
|
$
|
49,771
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(In Thousands)
|
||||||
Rental revenue
|
$
|
11,526
|
|
|
$
|
45,536
|
|
Cost of rental revenue
|
$
|
12,884
|
|
|
$
|
24,440
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
|
(In Thousands)
|
||||||
Balance, beginning of period
|
|
$
|
92,402
|
|
|
$
|
233,548
|
|
Goodwill adjustments
|
|
(92,402
|
)
|
|
(141,146
|
)
|
||
Balance, end of period
|
|
$
|
—
|
|
|
$
|
92,402
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In Thousands)
|
||||||
Balance, beginning of period
|
$
|
(8,393
|
)
|
|
$
|
(3,336
|
)
|
Foreign currency translation adjustment
|
(804
|
)
|
|
176
|
|
||
Balance, end of period
|
$
|
(9,197
|
)
|
|
$
|
(3,160
|
)
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
Description
|
|
Total as of
March 31, 2016 |
|
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
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liability for foreign currency derivative contracts
|
|
(69
|
)
|
|
—
|
|
|
(69
|
)
|
|
—
|
|
||||
|
|
$
|
(69
|
)
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
|
|
|
Quoted Prices
in Active Markets for Identical Assets or Liabilities (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Description
|
|
Total as of
December 31, 2015 |
|
|
|
|||||||||||
|
|
(In Thousands)
|
|
|
|
|
|
|
||||||||
Asset for foreign currency derivative contracts
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liability for foreign currency derivative contracts
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
||||
|
|
$
|
(14
|
)
|
|
|
|
|
|
|
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
|
Scheduled Maturity
|
|
(In Thousands)
|
||||||
Credit Agreement (presented net of the unamortized deferred financing costs of $5.1 million as of March 31, 2016 and $5.4 million as of December 31, 2015)
|
|
August 4, 2019
|
|
$
|
228,933
|
|
|
$
|
229,555
|
|
7.25% Senior Notes (presented net of the unamortized discount of $4.4 million as of March 31, 2016 and $4.5 million as of December 31, 2015 and unamortized deferred financing costs of $8.1 million as of March 31, 2016 and $8.4 million as of December 31, 2015)
|
|
August 15, 2022
|
|
337,552
|
|
|
337,103
|
|
||
|
|
|
|
566,485
|
|
|
566,658
|
|
||
Less current portion
|
|
|
|
—
|
|
|
—
|
|
||
Total long-term debt
|
|
|
|
$
|
566,485
|
|
|
$
|
566,658
|
|
Derivative Contracts
|
|
US Dollar Notional Amount
|
|
Traded Exchange Rate
|
|
Settlement Date
|
||
|
|
(In Thousands)
|
|
|
|
|
||
Forward purchase Mexican peso
|
|
$
|
2,011
|
|
|
17.90
|
|
4/18/2016
|
Foreign currency derivative instruments
|
|
Balance Sheet
|
|
Fair Value at
|
||||||
|
Location
|
|
March 31, 2016
|
|
December 31, 2015
|
|||||
|
|
|
|
(In Thousands)
|
||||||
Forward purchase contracts
|
|
Current assets
|
|
$
|
—
|
|
|
$
|
—
|
|
Forward purchase contracts
|
|
Current liabilities
|
|
(69
|
)
|
|
$
|
(14
|
)
|
|
Net asset
|
|
|
|
$
|
(69
|
)
|
|
$
|
(14
|
)
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
|
$
|
—
|
|
|
$
|
75,095
|
|
|
$
|
11,210
|
|
|
$
|
(4,613
|
)
|
|
$
|
81,692
|
|
Cost of revenues (excluding depreciation and amortization expense)
|
|
—
|
|
|
45,313
|
|
|
7,676
|
|
|
(4,613
|
)
|
|
48,376
|
|
|||||
Selling, general and administrative expense
|
|
636
|
|
|
9,172
|
|
|
422
|
|
|
—
|
|
|
10,230
|
|
|||||
Depreciation and amortization
|
|
—
|
|
|
17,743
|
|
|
709
|
|
|
—
|
|
|
18,452
|
|
|||||
Long-live asset impairment
|
|
—
|
|
|
7,797
|
|
|
69
|
|
|
—
|
|
|
7,866
|
|
|||||
Goodwill impairment
|
|
—
|
|
|
91,575
|
|
|
759
|
|
|
—
|
|
|
92,334
|
|
|||||
Interest expense, net
|
|
6,480
|
|
|
2,322
|
|
|
—
|
|
|
—
|
|
|
8,802
|
|
|||||
Other expense, net
|
|
—
|
|
|
66
|
|
|
222
|
|
|
—
|
|
|
288
|
|
|||||
Equity in net income of subsidiaries
|
|
98,233
|
|
|
(1,249
|
)
|
|
—
|
|
|
(96,984
|
)
|
|
—
|
|
|||||
Income before income tax provision
|
|
(105,349
|
)
|
|
(97,644
|
)
|
|
1,353
|
|
|
96,984
|
|
|
(104,656
|
)
|
|||||
Provision (benefit) for income taxes
|
|
—
|
|
|
589
|
|
|
104
|
|
|
—
|
|
|
693
|
|
|||||
Net income (loss)
|
|
(105,349
|
)
|
|
(98,233
|
)
|
|
1,249
|
|
|
96,984
|
|
|
(105,349
|
)
|
|||||
Other comprehensive income (loss)
|
|
(804
|
)
|
|
(804
|
)
|
|
(804
|
)
|
|
1,608
|
|
|
(804
|
)
|
|||||
Comprehensive income (loss)
|
|
$
|
(106,153
|
)
|
|
$
|
(99,037
|
)
|
|
$
|
445
|
|
|
$
|
98,592
|
|
|
$
|
(106,153
|
)
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
|
$
|
—
|
|
|
$
|
136,701
|
|
|
$
|
10,668
|
|
|
$
|
(44,480
|
)
|
|
$
|
102,889
|
|
Cost of revenues (excluding depreciation and amortization expense)
|
|
—
|
|
|
96,594
|
|
|
7,993
|
|
|
(44,480
|
)
|
|
60,107
|
|
|||||
Selling, general and administrative expense
|
|
477
|
|
|
10,242
|
|
|
530
|
|
|
—
|
|
|
11,249
|
|
|||||
Depreciation and amortization
|
|
—
|
|
|
18,619
|
|
|
1,369
|
|
|
—
|
|
|
19,988
|
|
|||||
Interest expense, net
|
|
6,769
|
|
|
1,833
|
|
|
—
|
|
|
—
|
|
|
8,602
|
|
|||||
Other expense, net
|
|
—
|
|
|
24
|
|
|
519
|
|
|
—
|
|
|
543
|
|
|||||
Equity in net income of subsidiaries
|
|
(9,054
|
)
|
|
(63
|
)
|
|
—
|
|
|
9,117
|
|
|
—
|
|
|||||
Income (loss) before income tax provision
|
|
1,808
|
|
|
9,452
|
|
|
257
|
|
|
(9,117
|
)
|
|
2,400
|
|
|||||
Provision (benefit) for income taxes
|
|
—
|
|
|
398
|
|
|
194
|
|
|
—
|
|
|
592
|
|
|||||
Net income (loss)
|
|
1,808
|
|
|
9,054
|
|
|
63
|
|
|
(9,117
|
)
|
|
1,808
|
|
|||||
Other comprehensive income (loss)
|
|
176
|
|
|
176
|
|
|
176
|
|
|
(352
|
)
|
|
176
|
|
|||||
Comprehensive income (loss)
|
|
$
|
1,984
|
|
|
$
|
9,230
|
|
|
$
|
239
|
|
|
$
|
(9,469
|
)
|
|
$
|
1,984
|
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
—
|
|
|
$
|
14,201
|
|
|
$
|
894
|
|
|
$
|
—
|
|
|
$
|
15,095
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant, and equipment, net
|
|
—
|
|
|
1,048
|
|
|
(2,401
|
)
|
|
—
|
|
|
(1,353
|
)
|
|||||
Intercompany investment activity
|
|
12,784
|
|
|
—
|
|
|
—
|
|
|
(12,784
|
)
|
|
—
|
|
|||||
Advances and other investing activities
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||
Net cash provided by (used in) investing activities
|
|
12,784
|
|
|
1,068
|
|
|
(2,401
|
)
|
|
(12,784
|
)
|
|
(1,333
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term debt
|
|
—
|
|
|
29,000
|
|
|
—
|
|
|
—
|
|
|
29,000
|
|
|||||
Payments of long-term debt
|
|
—
|
|
|
(30,000
|
)
|
|
—
|
|
|
—
|
|
|
(30,000
|
)
|
|||||
Distributions
|
|
(12,784
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,784
|
)
|
|||||
Intercompany contribution (distribution)
|
|
—
|
|
|
(12,784
|
)
|
|
—
|
|
|
12,784
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
(12,784
|
)
|
|
(13,784
|
)
|
|
—
|
|
|
12,784
|
|
|
(13,784
|
)
|
|||||
Effect of exchange rate changes on cash
|
|
—
|
|
|
—
|
|
|
(308
|
)
|
|
—
|
|
|
(308
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
|
—
|
|
|
1,485
|
|
|
(1,815
|
)
|
|
—
|
|
|
(330
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
2,711
|
|
|
7,909
|
|
|
—
|
|
|
10,620
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
4,196
|
|
|
$
|
6,094
|
|
|
$
|
—
|
|
|
$
|
10,290
|
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
—
|
|
|
$
|
30,181
|
|
|
$
|
2,300
|
|
|
$
|
—
|
|
|
$
|
32,481
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant, and equipment, net
|
|
—
|
|
|
(34,879
|
)
|
|
(2,279
|
)
|
|
—
|
|
|
(37,158
|
)
|
|||||
Intercompany investment activity
|
|
16,615
|
|
|
—
|
|
|
—
|
|
|
(16,615
|
)
|
|
—
|
|
|||||
Advances and other investing activities
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|||||
Net cash provided by (used in) investing activities
|
|
16,615
|
|
|
(34,945
|
)
|
|
(2,279
|
)
|
|
(16,615
|
)
|
|
(37,224
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term debt
|
|
—
|
|
|
13,000
|
|
|
—
|
|
|
—
|
|
|
13,000
|
|
|||||
Distributions
|
|
(16,615
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,615
|
)
|
|||||
Intercompany contribution (distribution)
|
|
—
|
|
|
(16,615
|
)
|
|
—
|
|
|
16,615
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
(16,615
|
)
|
|
(3,615
|
)
|
|
—
|
|
|
16,615
|
|
|
(3,615
|
)
|
|||||
Effect of exchange rate changes on cash
|
|
—
|
|
|
—
|
|
|
(237
|
)
|
|
—
|
|
|
(237
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
|
—
|
|
|
(8,379
|
)
|
|
(216
|
)
|
|
—
|
|
|
(8,595
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
23,343
|
|
|
10,723
|
|
|
—
|
|
|
34,066
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
14,964
|
|
|
$
|
10,507
|
|
|
$
|
—
|
|
|
$
|
25,471
|
|
•
|
assess our ability to generate available cash sufficient to make distributions to our common unitholders and
General
Partner;
|
•
|
evaluate the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis;
|
•
|
measure operating performance and return on capital as compared to our competitors; and
|
•
|
determine our ability to incur and service debt and fund capital expenditures.
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(In Thousands)
|
||||||
Net income (loss)
|
$
|
(105,349
|
)
|
|
$
|
1,808
|
|
Provision (benefit) for income taxes
|
693
|
|
|
592
|
|
||
Depreciation and amortization
|
18,452
|
|
|
19,988
|
|
||
Impairments of long-lived assets
|
7,866
|
|
|
—
|
|
||
Goodwill Impairment
|
92,334
|
|
|
—
|
|
||
Interest expense, net
|
8,802
|
|
|
8,602
|
|
||
Equity compensation
|
636
|
|
|
477
|
|
||
Acquisition costs
|
—
|
|
|
208
|
|
||
Severance
|
243
|
|
|
199
|
|
||
Non-cash cost of compressors sold
|
1,765
|
|
|
206
|
|
||
Adjusted EBITDA
|
$
|
25,442
|
|
|
$
|
32,080
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(In Thousands)
|
||||||
Cash flow from operating activities
|
$
|
15,095
|
|
|
$
|
32,481
|
|
Changes in current assets and current liabilities
|
(196
|
)
|
|
(9,165
|
)
|
||
Deferred income taxes
|
(145
|
)
|
|
(180
|
)
|
||
Other non-cash charges
|
(815
|
)
|
|
(863
|
)
|
||
Interest expense, net
|
8,802
|
|
|
8,602
|
|
||
Provision (benefit) for income taxes
|
693
|
|
|
592
|
|
||
Acquisition costs
|
—
|
|
|
208
|
|
||
Severance
|
243
|
|
|
199
|
|
||
Non-cash cost of compressors sold
|
1,765
|
|
|
206
|
|
||
Adjusted EBITDA
|
$
|
25,442
|
|
|
$
|
32,080
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
|
(In Thousands)
|
||||||
Cash from operations
|
$
|
15,095
|
|
|
$
|
32,481
|
|
Capital expenditures, net of sales proceeds
|
(1,353
|
)
|
|
(37,158
|
)
|
||
Free cash flow
|
$
|
13,742
|
|
|
$
|
(4,677
|
)
|
|
March 31,
|
||||
|
2016
|
|
2015
|
||
Horsepower
|
|
|
|
||
Total horsepower in fleet
|
1,130,674
|
|
|
1,121,799
|
|
Total horsepower in service
|
872,873
|
|
|
968,978
|
|
Total horsepower utilization rate
|
77.2
|
%
|
|
86.4
|
%
|
|
Three Months Ended March 31,
|
|||||||||||||||||||
|
|
|
|
|
Period-to-Period Change
|
|
Percentage of Total Revenues
|
|
Period-to-Period Change
|
|||||||||||
Consolidated Results of Operations
|
2016
|
|
2015
|
|
2016 vs. 2015
|
|
2016
|
|
2015
|
|
2016 vs. 2015
|
|||||||||
|
(In Thousands)
|
|
|
|
|
|
|
|||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Compression and related services
|
62,411
|
|
|
75,288
|
|
|
(12,877
|
)
|
|
76.4
|
%
|
|
73.2
|
%
|
|
(17.1
|
)%
|
|||
Aftermarket services
|
8,587
|
|
|
14,253
|
|
|
(5,666
|
)
|
|
10.5
|
%
|
|
13.9
|
%
|
|
(39.8
|
)%
|
|||
Equipment sales
|
10,694
|
|
|
13,348
|
|
|
(2,654
|
)
|
|
13.1
|
%
|
|
13.0
|
%
|
|
(19.9
|
)%
|
|||
Total revenues
|
81,692
|
|
|
102,889
|
|
|
(21,197
|
)
|
|
100.0
|
%
|
|
100.0
|
%
|
|
(20.6
|
)%
|
|||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of compression and related services
|
31,805
|
|
|
36,978
|
|
|
(5,173
|
)
|
|
38.9
|
%
|
|
35.9
|
%
|
|
(14.0
|
)%
|
|||
Cost of aftermarket services
|
6,618
|
|
|
11,879
|
|
|
(5,261
|
)
|
|
8.1
|
%
|
|
11.5
|
%
|
|
(44.3
|
)%
|
|||
Cost of equipment sales
|
9,953
|
|
|
11,250
|
|
|
(1,297
|
)
|
|
12.2
|
%
|
|
10.9
|
%
|
|
(11.5
|
)%
|
|||
Total cost of revenues
|
48,376
|
|
|
60,107
|
|
|
(11,731
|
)
|
|
59.2
|
%
|
|
58.4
|
%
|
|
(19.5
|
)%
|
|||
Depreciation and amortization
|
18,452
|
|
|
19,988
|
|
|
(1,536
|
)
|
|
22.6
|
%
|
|
19.4
|
%
|
|
(7.7
|
)%
|
|||
Long-lived asset impairment
|
7,866
|
|
|
—
|
|
|
7,866
|
|
|
9.6
|
%
|
|
—
|
%
|
|
100.0
|
%
|
|||
Selling, general and administrative expense
|
10,230
|
|
|
11,249
|
|
|
(1,019
|
)
|
|
12.5
|
%
|
|
10.9
|
%
|
|
(9.1
|
)%
|
|||
Goodwill impairment
|
92,334
|
|
|
—
|
|
|
92,334
|
|
|
113.0
|
%
|
|
—
|
%
|
|
100.0
|
%
|
|||
Interest expense, net
|
8,802
|
|
|
8,602
|
|
|
200
|
|
|
10.8
|
%
|
|
8.4
|
%
|
|
2.3
|
%
|
|||
Other expense, net
|
288
|
|
|
543
|
|
|
(255
|
)
|
|
0.4
|
%
|
|
0.5
|
%
|
|
(47.0
|
)%
|
|||
Income (loss) before income taxes
|
(104,656
|
)
|
|
2,400
|
|
|
(107,056
|
)
|
|
(128.1
|
)%
|
|
2.3
|
%
|
|
(4,460.7
|
)%
|
|||
Provision (benefit) for income taxes
|
693
|
|
|
592
|
|
|
101
|
|
|
0.8
|
%
|
|
0.6
|
%
|
|
17.1
|
%
|
|||
Net income (loss)
|
$
|
(105,349
|
)
|
|
$
|
1,808
|
|
|
$
|
(107,157
|
)
|
|
(129.0
|
)%
|
|
1.8
|
%
|
|
(5,926.8
|
)%
|
•
|
economic and operating conditions that are outside of our control, including the supply, demand, and prices of crude oil and natural gas;
|
•
|
the levels of competition we encounter;
|
•
|
the activity levels of our customers;
|
•
|
the availability of adequate sources of capital to us;
|
•
|
our ability to comply with contractual obligations, including those under our financing arrangements;
|
•
|
our operational performance;
|
•
|
risks related to acquisitions and our growth strategy;
|
•
|
the availability of raw materials and labor at reasonable prices;
|
•
|
risks related to our foreign operations;
|
•
|
the effect and results of litigation, regulatory matters, settlements, audits, assessments, and contingencies;
|
•
|
risks associated with a material weakness in our internal control over financial reporting and the consequences we may encounter if we are unable to remediate the material weakness in our internal control over financial reporting or if we identify other material weaknesses in the future;
|
•
|
information technology risks including the risk from cyberattack, and
|
•
|
other risks and uncertainties under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2015
, and as included in our other filings with the U.S. Securities and Exchange Commission (“SEC”), which are available free of charge on the SEC website at www.sec.gov.
|
Period
|
|
Total Number
of Units Purchased
|
|
Average
Price
Paid per Unit
|
|
Total Number of Units Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Units that May Yet be Purchased Under the Publicly Announced
Plans or Programs
|
|||
January 1 – January 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
N/A
|
February 1 – February 29, 2016
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
March 1 – March 31, 2016
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
Total
|
|
—
|
|
|
|
|
|
N/A
|
|
N/A
|
31.1*
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1**
|
Certification of Principal Executive Officer Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2**
|
Certification of Principal Financial Officer Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS+
|
XBRL Instance Document
|
101.SCH+
|
XBRL Taxonomy Extension
Schema Document
|
101.CAL+
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF+
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB+
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE+
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed with this report.
|
**
|
Furnished with this report.
|
+
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the three month periods ended
March 31, 2016
and
2015
; (ii) Consolidated Statements of Comprehensive Income for the three month periods ended
March 31, 2016
and
2015
; (iii) Consolidated Balance Sheets as of
March 31, 2016
and
December 31, 2015
; (iv) Consolidated Statement of Partners’ Capital for the
three
month period ended
March 31, 2016
; (v) Consolidated Statements of Cash Flows for the
three
month periods ended
March 31, 2016
and
2015
; and (iv) Notes to Consolidated Financial Statements for the
three
months ended
March 31, 2016
.
|
|
|
CSI COMPRESSCO LP
|
|
|
|
By:
|
CSI Compressco GP Inc.,
|
|
|
|
its
General Partner
|
|
|
|
|
Date:
|
May 10, 2016
|
By:
|
/s/Timothy A. Knox
|
|
|
|
Timothy A. Knox, President
|
|
|
|
Principal Executive Officer
|
|
|
|
|
Date:
|
May 10, 2016
|
By:
|
/s/Elijio V. Serrano
|
|
|
|
Elijio V. Serrano
|
|
|
|
Chief Financial Officer, Treasurer and Secretary
|
|
|
|
Principal Financial Officer and Principal Accounting Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1*
|
Certification of Principal Executive
Officer Furnished Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
Certification of Principal Financial Officer Furnished Pursuant to Rule 13a-14(a) and 15d-14(a) of
the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1**
|
Certification of Principal Executive Officer Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2**
|
Certification of Principal Financial Officer Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS+
|
XBRL Instance Document
|
101.SCH+
|
XBRL Taxonomy Extension Schema Document
|
101.CAL+
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF+
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB+
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE+
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed with this report.
|
**
|
Furnished with this report.
|
+
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the three month periods ended
March 31, 2016
and
2015
; (ii) Consolidated Statements of Comprehensive Income for the three month periods ended
March 31, 2016
and
2015
; (iii) Consolidated Balance Sheets as of
March 31, 2016
and
December 31, 2015
; (iv) Consolidated Statement of Partners’ Capital for the
three
month period ended
March 31, 2016
; (v) Consolidated Statements of Cash Flows for the
three
month periods ended
March 31, 2016
and
2015
; and (iv) Notes to Consolidated Financial Statements for the
three
months ended
March 31, 2016
.
|
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