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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
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Compression and related services
|
$
|
53,103
|
|
|
$
|
72,766
|
|
|
$
|
173,341
|
|
|
$
|
220,880
|
|
Aftermarket services
|
8,286
|
|
|
11,692
|
|
|
26,403
|
|
|
35,015
|
|
||||
Equipment sales
|
9,325
|
|
|
44,466
|
|
|
28,751
|
|
|
102,383
|
|
||||
Total revenues
|
70,714
|
|
|
128,924
|
|
|
228,495
|
|
|
358,278
|
|
||||
Cost of revenues (excluding depreciation and amortization expense):
|
|
|
|
|
|
|
|
|
|||||||
Cost of compression and related services
|
26,961
|
|
|
35,104
|
|
|
88,526
|
|
|
109,572
|
|
||||
Cost of aftermarket services
|
5,735
|
|
|
10,188
|
|
|
19,632
|
|
|
29,251
|
|
||||
Cost of equipment sales
|
7,830
|
|
|
40,823
|
|
|
24,407
|
|
|
92,084
|
|
||||
Total cost of revenues
|
40,526
|
|
|
86,115
|
|
|
132,565
|
|
|
230,907
|
|
||||
Depreciation and amortization
|
17,822
|
|
|
20,610
|
|
|
55,016
|
|
|
61,227
|
|
||||
Long-lived asset impairment
|
—
|
|
|
—
|
|
|
7,866
|
|
|
—
|
|
||||
Selling, general, and administrative expense
|
9,279
|
|
|
10,469
|
|
|
27,692
|
|
|
32,272
|
|
||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
92,334
|
|
|
—
|
|
||||
Interest expense, net
|
9,762
|
|
|
8,897
|
|
|
27,434
|
|
|
26,157
|
|
||||
Other expense, net
|
9,096
|
|
|
818
|
|
|
10,091
|
|
|
1,834
|
|
||||
Income (loss) before income tax provision
|
(15,771
|
)
|
|
2,015
|
|
|
(124,503
|
)
|
|
5,881
|
|
||||
Provision for income taxes
|
200
|
|
|
396
|
|
|
1,497
|
|
|
1,291
|
|
||||
Net income (loss)
|
$
|
(15,971
|
)
|
|
$
|
1,619
|
|
|
$
|
(126,000
|
)
|
|
$
|
4,590
|
|
General partner interest in net income (loss)
|
$
|
(320
|
)
|
|
$
|
413
|
|
|
$
|
(2,520
|
)
|
|
$
|
1,133
|
|
Common units interest in net income (loss)
|
$
|
(15,651
|
)
|
|
$
|
1,206
|
|
|
$
|
(123,480
|
)
|
|
$
|
3,457
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) per common unit:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
(0.47
|
)
|
|
$
|
0.04
|
|
|
$
|
(3.72
|
)
|
|
$
|
0.10
|
|
Weighted average common units outstanding:
|
|
|
|
|
|
|
|
|
|
||||||
Basic and diluted
|
33,248,794
|
|
|
33,185,073
|
|
|
33,216,245
|
|
|
33,163,757
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income (loss)
|
$
|
(15,971
|
)
|
|
$
|
1,619
|
|
|
$
|
(126,000
|
)
|
|
$
|
4,590
|
|
Foreign currency translation adjustment
|
(577
|
)
|
|
(324
|
)
|
|
(1,496
|
)
|
|
(2,001
|
)
|
||||
Comprehensive income (loss)
|
$
|
(16,548
|
)
|
|
$
|
1,295
|
|
|
$
|
(127,496
|
)
|
|
$
|
2,589
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
|
(Unaudited)
|
|
|
|
|||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
13,353
|
|
|
$
|
10,620
|
|
Trade accounts receivable, net of allowances for doubtful accounts of $2,868 in 2016 and $1,973 in 2015
|
36,200
|
|
|
57,775
|
|
||
Inventories
|
45,828
|
|
|
49,771
|
|
||
Assets held for sale
|
729
|
|
|
772
|
|
||
Prepaid expenses and other current assets
|
5,248
|
|
|
7,262
|
|
||
Total current assets
|
101,358
|
|
|
126,200
|
|
||
Property, plant, and equipment:
|
|
|
|
|
|
||
Land and building
|
34,962
|
|
|
34,962
|
|
||
Compressors and equipment
|
838,447
|
|
|
829,877
|
|
||
Vehicles
|
11,255
|
|
|
12,404
|
|
||
Construction in progress
|
5,644
|
|
|
391
|
|
||
Total property, plant, and equipment
|
890,308
|
|
|
877,634
|
|
||
Less accumulated depreciation
|
(228,130
|
)
|
|
(178,354
|
)
|
||
Net property, plant, and equipment
|
662,178
|
|
|
699,280
|
|
||
Other assets:
|
|
|
|
|
|
||
Goodwill
|
—
|
|
|
92,402
|
|
||
Deferred tax asset
|
20
|
|
|
20
|
|
||
Intangible assets, net of accumulated amortization of $17,821 as of September 30, 2016 and $7,425 as of December 31, 2015
|
37,947
|
|
|
48,343
|
|
||
Other assets
|
—
|
|
|
382
|
|
||
Total other assets
|
37,967
|
|
|
141,147
|
|
||
Total assets
|
$
|
801,503
|
|
|
$
|
966,627
|
|
LIABILITIES AND
PARTNERS' CAPITAL
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
11,817
|
|
|
$
|
12,969
|
|
Unearned income
|
13,538
|
|
|
19,074
|
|
||
Accrued liabilities and other
|
17,480
|
|
|
26,704
|
|
||
Amounts payable to affiliates
|
5,461
|
|
|
8,153
|
|
||
Total current liabilities
|
48,296
|
|
|
66,900
|
|
||
Other liabilities:
|
|
|
|
|
|
||
Long-term debt, net
|
495,691
|
|
|
566,658
|
|
||
Series A Preferred Units
|
88,080
|
|
|
—
|
|
||
Deferred tax liabilities
|
963
|
|
|
656
|
|
||
Other long-term liabilities
|
81
|
|
|
255
|
|
||
Total other liabilities
|
584,815
|
|
|
567,569
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Partners' capital:
|
|
|
|
|
|
||
General partner interest
|
3,558
|
|
|
6,842
|
|
||
Common units (33,262,376 units issued and outstanding at September 30, 2016 and 33,186,155 units issued and outstanding at December 31, 2015)
|
174,723
|
|
|
333,709
|
|
||
Accumulated other comprehensive income (loss)
|
(9,889
|
)
|
|
(8,393
|
)
|
||
Total partners' capital
|
168,392
|
|
|
332,158
|
|
||
Total liabilities and partners' capital
|
$
|
801,503
|
|
|
$
|
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 loss
|
(2,520
|
)
|
|
—
|
|
|
(123,480
|
)
|
|
—
|
|
|
(126,000
|
)
|
||||
Distributions ($1.1325 per unit)
|
(764
|
)
|
|
—
|
|
|
(37,602
|
)
|
|
—
|
|
|
(38,366
|
)
|
||||
Equity compensation
|
—
|
|
|
—
|
|
|
2,096
|
|
|
—
|
|
|
2,096
|
|
||||
Vesting of Phantom Units
|
—
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,496
|
)
|
|
(1,496
|
)
|
||||
Balance at September 30, 2016
|
$
|
3,558
|
|
|
33,262
|
|
|
$
|
174,723
|
|
|
$
|
(9,889
|
)
|
|
$
|
168,392
|
|
|
Nine Months Ended
September 30, |
||||||
|
2016
|
|
2015
|
||||
Operating activities:
|
|
|
|
|
|
||
Net income (loss)
|
$
|
(126,000
|
)
|
|
$
|
4,590
|
|
Reconciliation of net income (loss) to cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
55,016
|
|
|
61,227
|
|
||
Impairment of long-lived assets
|
7,866
|
|
|
—
|
|
||
Impairment of goodwill
|
92,334
|
|
|
—
|
|
||
Provision for deferred income taxes
|
270
|
|
|
1,258
|
|
||
Series A Preferred offering costs
|
3,046
|
|
|
—
|
|
||
Series A Preferred accrued paid in kind distributions
|
882
|
|
|
—
|
|
||
Series A Preferred fair value adjustments
|
7,198
|
|
|
—
|
|
||
Gain on extinguishment of debt
|
(540
|
)
|
|
—
|
|
||
Equity compensation expense
|
2,236
|
|
|
1,659
|
|
||
Provision for doubtful accounts
|
1,627
|
|
|
227
|
|
||
Amortization of deferred financing costs
|
2,083
|
|
|
2,089
|
|
||
Other non-cash charges and credits
|
1,111
|
|
|
412
|
|
||
(Gain) loss on sale of property, plant, and
equipment
|
(378
|
)
|
|
(156
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|||
Accounts receivable
|
20,071
|
|
|
18,521
|
|
||
Inventories
|
(3,844
|
)
|
|
41,242
|
|
||
Prepaid expenses and other current assets
|
1,467
|
|
|
73
|
|
||
Accounts payable and accrued expenses
|
(18,990
|
)
|
|
(67,197
|
)
|
||
Other
|
67
|
|
|
(403
|
)
|
||
Net cash provided by operating activities
|
45,522
|
|
|
63,542
|
|
||
Investing activities:
|
|
|
|
|
|||
Purchases of property, plant, and equipment, net
|
(7,602
|
)
|
|
(75,998
|
)
|
||
Advances and other investing activities
|
20
|
|
|
(66
|
)
|
||
Net cash used in
investing activities
|
(7,582
|
)
|
|
(76,064
|
)
|
||
Financing activities:
|
|
|
|
|
|||
Proceeds from long-term debt
|
53,000
|
|
|
53,109
|
|
||
Payments of long-term debt
|
(125,800
|
)
|
|
(5,000
|
)
|
||
Proceeds from Series A Preferred Units, net of offering costs
|
77,321
|
|
|
—
|
|
||
Distributions
|
(38,366
|
)
|
|
(50,956
|
)
|
||
Other financing activities
|
(840
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(34,685
|
)
|
|
(2,847
|
)
|
||
Effect of exchange rate
changes on cash
|
(522
|
)
|
|
(392
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
2,733
|
|
|
(15,761
|
)
|
||
Cash and cash equivalents at beginning of period
|
10,620
|
|
|
34,066
|
|
||
Cash and cash equivalents at end of period
|
$
|
13,353
|
|
|
$
|
18,305
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||
Interest paid
|
$
|
31,162
|
|
|
$
|
30,950
|
|
Income taxes paid
|
$
|
1,085
|
|
|
$
|
2,117
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
(In Thousands)
|
||||||
Parts and supplies
|
$
|
28,219
|
|
|
$
|
27,447
|
|
Work in progress
|
17,609
|
|
|
22,324
|
|
||
Total inventories
|
$
|
45,828
|
|
|
$
|
49,771
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In Thousands)
|
||||||||||||||
Rental revenue
|
$
|
8,336
|
|
|
$
|
21,564
|
|
|
$
|
29,704
|
|
|
$
|
100,058
|
|
Cost of rental revenue
|
$
|
8,341
|
|
|
$
|
11,107
|
|
|
$
|
31,024
|
|
|
$
|
53,312
|
|
|
|
Nine Months Ended
|
|
Year Ended
|
||||
|
|
September 30, 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
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In Thousands)
|
||||||||||||||
Balance, beginning of period
|
$
|
(9,312
|
)
|
|
$
|
(5,013
|
)
|
|
$
|
(8,393
|
)
|
|
$
|
(3,336
|
)
|
Foreign currency translation adjustment
|
(577
|
)
|
|
(324
|
)
|
|
(1,496
|
)
|
|
(2,001
|
)
|
||||
Balance, end of period
|
$
|
(9,889
|
)
|
|
$
|
(5,337
|
)
|
|
$
|
(9,889
|
)
|
|
$
|
(5,337
|
)
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
Description
|
|
Total as of
September 30, 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)
|
||||||||||||||
Series A Preferred Units
|
|
$
|
88,080
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
88,080
|
|
Asset for foreign currency derivative contracts
|
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Liability for foreign currency derivative contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
88,086
|
|
|
|
|
|
|
|
|
|
|
|
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
|
)
|
|
|
|
|
|
|
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
|
Scheduled Maturity
|
|
(In Thousands)
|
||||||
Credit Agreement (presented net of the unamortized deferred financing costs of $4.4 million as of September 30, 2016 and $5.4 million as of December 31, 2015)
|
|
August 4, 2019
|
|
$
|
176,567
|
|
|
$
|
229,555
|
|
7.25% Senior Notes (presented net of the unamortized discount of $3.9 million as of September 30, 2016 and $4.5 million as of December 31, 2015 and unamortized deferred financing costs of $7.0 million as of September 30, 2016 and $8.4 million as of December 31, 2015)
|
|
August 15, 2022
|
|
319,124
|
|
|
337,103
|
|
||
|
|
|
|
495,691
|
|
|
566,658
|
|
||
Less current portion
|
|
|
|
—
|
|
|
—
|
|
||
Total long-term debt
|
|
|
|
$
|
495,691
|
|
|
$
|
566,658
|
|
Derivative Contracts
|
|
US Dollar Notional Amount
|
|
Traded Exchange Rate
|
|
Settlement Date
|
||
|
|
(In Thousands)
|
|
|
|
|
||
Forward sale Mexican peso
|
|
$
|
2,781
|
|
|
19.38
|
|
10/19/2016
|
Foreign currency derivative instruments
|
|
Balance Sheet
|
|
Fair Value at
|
||||||
|
Location
|
|
September 30, 2016
|
|
December 31, 2015
|
|||||
|
|
|
|
(In Thousands)
|
||||||
Forward sale contracts
|
|
Current assets
|
|
$
|
6
|
|
|
$
|
—
|
|
Forward purchase contracts
|
|
Current liabilities
|
|
—
|
|
|
$
|
(14
|
)
|
|
Net asset
|
|
|
|
$
|
6
|
|
|
$
|
(14
|
)
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
|
$
|
—
|
|
|
$
|
64,496
|
|
|
$
|
8,404
|
|
|
$
|
(2,186
|
)
|
|
$
|
70,714
|
|
Cost of revenues (excluding depreciation and amortization expense)
|
|
—
|
|
|
36,814
|
|
|
5,898
|
|
|
(2,186
|
)
|
|
40,526
|
|
|||||
Selling, general and administrative expense
|
|
1,736
|
|
|
7,206
|
|
|
337
|
|
|
—
|
|
|
9,279
|
|
|||||
Depreciation and amortization
|
|
—
|
|
|
17,123
|
|
|
699
|
|
|
—
|
|
|
17,822
|
|
|||||
Long-live asset impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense, net
|
|
6,485
|
|
|
3,277
|
|
|
—
|
|
|
—
|
|
|
9,762
|
|
|||||
Other expense, net
|
|
8,781
|
|
|
62
|
|
|
253
|
|
|
—
|
|
|
9,096
|
|
|||||
Equity in net income of subsidiaries
|
|
(1,031
|
)
|
|
(1,108
|
)
|
|
—
|
|
|
2,139
|
|
|
—
|
|
|||||
Income before income tax provision
|
|
(15,971
|
)
|
|
1,122
|
|
|
1,217
|
|
|
(2,139
|
)
|
|
(15,771
|
)
|
|||||
Provision (benefit) for income taxes
|
|
—
|
|
|
91
|
|
|
109
|
|
|
—
|
|
|
200
|
|
|||||
Net income (loss)
|
|
(15,971
|
)
|
|
1,031
|
|
|
1,108
|
|
|
(2,139
|
)
|
|
(15,971
|
)
|
|||||
Other comprehensive income (loss)
|
|
(577
|
)
|
|
(577
|
)
|
|
(577
|
)
|
|
1,154
|
|
|
(577
|
)
|
|||||
Comprehensive income (loss)
|
|
$
|
(16,548
|
)
|
|
$
|
454
|
|
|
$
|
531
|
|
|
$
|
(985
|
)
|
|
$
|
(16,548
|
)
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
|
$
|
—
|
|
|
$
|
121,106
|
|
|
$
|
9,520
|
|
|
$
|
(1,702
|
)
|
|
$
|
128,924
|
|
Cost of revenues (excluding depreciation and amortization expense)
|
|
—
|
|
|
80,873
|
|
|
6,944
|
|
|
(1,702
|
)
|
|
86,115
|
|
|||||
Selling, general and administrative expense
|
|
455
|
|
|
9,404
|
|
|
610
|
|
|
—
|
|
|
10,469
|
|
|||||
Depreciation and amortization
|
|
—
|
|
|
19,848
|
|
|
762
|
|
|
—
|
|
|
20,610
|
|
|||||
Interest expense, net
|
|
6,792
|
|
|
2,105
|
|
|
—
|
|
|
—
|
|
|
8,897
|
|
|||||
Other expense, net
|
|
—
|
|
|
(157
|
)
|
|
975
|
|
|
—
|
|
|
818
|
|
|||||
Equity in net income of subsidiaries
|
|
(8,866
|
)
|
|
(401
|
)
|
|
—
|
|
|
9,267
|
|
|
—
|
|
|||||
Income (loss) before income tax provision
|
|
1,619
|
|
|
9,434
|
|
|
229
|
|
|
(9,267
|
)
|
|
2,015
|
|
|||||
Provision (benefit) for income taxes
|
|
—
|
|
|
568
|
|
|
(172
|
)
|
|
—
|
|
|
396
|
|
|||||
Net income (loss)
|
|
1,619
|
|
|
8,866
|
|
|
401
|
|
|
(9,267
|
)
|
|
1,619
|
|
|||||
Other comprehensive income (loss)
|
|
(324
|
)
|
|
(324
|
)
|
|
(324
|
)
|
|
648
|
|
|
(324
|
)
|
|||||
Comprehensive income (loss)
|
|
$
|
1,295
|
|
|
$
|
8,542
|
|
|
$
|
77
|
|
|
$
|
(8,619
|
)
|
|
$
|
1,295
|
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
|
$
|
—
|
|
|
$
|
205,989
|
|
|
$
|
31,698
|
|
|
$
|
(9,192
|
)
|
|
$
|
228,495
|
|
Cost of revenues (excluding depreciation and amortization expense)
|
|
—
|
|
|
119,705
|
|
|
22,052
|
|
|
(9,192
|
)
|
|
132,565
|
|
|||||
Selling, general and administrative expense
|
|
3,047
|
|
|
23,380
|
|
|
1,265
|
|
|
—
|
|
|
27,692
|
|
|||||
Depreciation and amortization
|
|
—
|
|
|
52,878
|
|
|
2,138
|
|
|
—
|
|
|
55,016
|
|
|||||
Long-live asset impairment
|
|
—
|
|
|
7,797
|
|
|
69
|
|
|
—
|
|
|
7,866
|
|
|||||
Goodwill impairment
|
|
—
|
|
|
91,574
|
|
|
760
|
|
|
—
|
|
|
92,334
|
|
|||||
Interest expense, net
|
|
19,447
|
|
|
7,987
|
|
|
—
|
|
|
—
|
|
|
27,434
|
|
|||||
Other expense, net
|
|
8,781
|
|
|
167
|
|
|
1,143
|
|
|
—
|
|
|
10,091
|
|
|||||
Equity in net income of subsidiaries
|
|
94,725
|
|
|
(3,869
|
)
|
|
—
|
|
|
(90,856
|
)
|
|
—
|
|
|||||
Income before income tax provision
|
|
(126,000
|
)
|
|
(93,630
|
)
|
|
4,271
|
|
|
90,856
|
|
|
(124,503
|
)
|
|||||
Provision for income taxes
|
|
—
|
|
|
1,095
|
|
|
402
|
|
|
—
|
|
|
1,497
|
|
|||||
Net income
|
|
(126,000
|
)
|
|
(94,725
|
)
|
|
3,869
|
|
|
90,856
|
|
|
(126,000
|
)
|
|||||
Other comprehensive income (loss)
|
|
(1,496
|
)
|
|
(1,496
|
)
|
|
(1,496
|
)
|
|
2,992
|
|
|
(1,496
|
)
|
|||||
Comprehensive income (loss)
|
|
$
|
(127,496
|
)
|
|
$
|
(96,221
|
)
|
|
$
|
2,373
|
|
|
$
|
93,848
|
|
|
$
|
(127,496
|
)
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
|
$
|
—
|
|
|
$
|
341,794
|
|
|
$
|
31,917
|
|
|
$
|
(15,433
|
)
|
|
$
|
358,278
|
|
Cost of revenues (excluding depreciation and amortization expense)
|
|
—
|
|
|
222,464
|
|
|
23,876
|
|
|
(15,433
|
)
|
|
230,907
|
|
|||||
Selling, general and administrative expense
|
|
1,809
|
|
|
28,858
|
|
|
1,605
|
|
|
—
|
|
|
32,272
|
|
|||||
Depreciation and amortization
|
|
—
|
|
|
58,308
|
|
|
2,919
|
|
|
—
|
|
|
61,227
|
|
|||||
Interest expense, net
|
|
20,334
|
|
|
5,823
|
|
|
—
|
|
|
—
|
|
|
26,157
|
|
|||||
Other expense, net
|
|
17
|
|
|
(86
|
)
|
|
1,903
|
|
|
—
|
|
|
1,834
|
|
|||||
Equity in net income of subsidiaries
|
|
(26,750
|
)
|
|
(1,285
|
)
|
|
—
|
|
|
28,035
|
|
|
—
|
|
|||||
Income before income tax provision
|
|
4,590
|
|
|
27,712
|
|
|
1,614
|
|
|
(28,035
|
)
|
|
5,881
|
|
|||||
Provision (benefit) for income taxes
|
|
—
|
|
|
962
|
|
|
329
|
|
|
—
|
|
|
1,291
|
|
|||||
Net income
|
|
4,590
|
|
|
26,750
|
|
|
1,285
|
|
|
(28,035
|
)
|
|
4,590
|
|
|||||
Other comprehensive income (loss)
|
|
(2,001
|
)
|
|
(2,001
|
)
|
|
(2,001
|
)
|
|
4,002
|
|
|
(2,001
|
)
|
|||||
Comprehensive income (loss)
|
|
$
|
2,589
|
|
|
$
|
24,749
|
|
|
$
|
(716
|
)
|
|
$
|
(24,033
|
)
|
|
$
|
2,589
|
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(58,521
|
)
|
|
$
|
101,259
|
|
|
$
|
2,784
|
|
|
$
|
—
|
|
|
$
|
45,522
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant, and equipment, net
|
|
|
|
(6,158
|
)
|
|
(1,444
|
)
|
|
—
|
|
|
(7,602
|
)
|
||||||
Intercompany investment activity
|
|
38,366
|
|
|
—
|
|
|
—
|
|
|
(38,366
|
)
|
|
—
|
|
|||||
Advances and other investing activities
|
|
—
|
|
|
20
|
|
|
|
|
—
|
|
|
20
|
|
||||||
Net cash provided by (used in) investing activities
|
|
38,366
|
|
|
(6,138
|
)
|
|
(1,444
|
)
|
|
(38,366
|
)
|
|
(7,582
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term debt
|
|
—
|
|
|
53,000
|
|
|
—
|
|
|
—
|
|
|
53,000
|
|
|||||
Payments of long-term debt
|
|
(18,800
|
)
|
|
(107,000
|
)
|
|
—
|
|
|
—
|
|
|
(125,800
|
)
|
|||||
Proceeds from issuance of Series A Preferred
|
|
77,321
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77,321
|
|
|||||
Distributions
|
|
(38,366
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,366
|
)
|
|||||
Other Financing Activities
|
|
—
|
|
|
(840
|
)
|
|
—
|
|
|
—
|
|
|
(840
|
)
|
|||||
Intercompany contribution (distribution)
|
|
—
|
|
|
(38,366
|
)
|
|
—
|
|
|
38,366
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
20,155
|
|
|
(93,206
|
)
|
|
—
|
|
|
38,366
|
|
|
(34,685
|
)
|
|||||
Effect of exchange rate changes on cash
|
|
—
|
|
|
—
|
|
|
(522
|
)
|
|
|
|
(522
|
)
|
||||||
Increase (decrease) in cash and cash equivalents
|
|
—
|
|
|
1,915
|
|
|
818
|
|
|
—
|
|
|
2,733
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
2,711
|
|
|
7,909
|
|
|
—
|
|
|
10,620
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
4,626
|
|
|
$
|
8,727
|
|
|
$
|
—
|
|
|
$
|
13,353
|
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Other
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
—
|
|
|
$
|
53,846
|
|
|
$
|
9,696
|
|
|
$
|
—
|
|
|
$
|
63,542
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant, and equipment, net
|
|
—
|
|
|
(64,472
|
)
|
|
(11,526
|
)
|
|
—
|
|
|
(75,998
|
)
|
|||||
Intercompany investment activity
|
|
50,956
|
|
|
—
|
|
|
—
|
|
|
(50,956
|
)
|
|
—
|
|
|||||
Advances and other investing activities
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|||||
Net cash provided by (used in) investing activities
|
|
50,956
|
|
|
(64,538
|
)
|
|
(11,526
|
)
|
|
(50,956
|
)
|
|
(76,064
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term debt
|
|
—
|
|
|
53,109
|
|
|
—
|
|
|
—
|
|
|
53,109
|
|
|||||
Payments of long-term debt
|
|
—
|
|
|
(5,000
|
)
|
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
|||||
Distributions
|
|
(50,956
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,956
|
)
|
|||||
Intercompany contribution (distribution)
|
|
—
|
|
|
(50,956
|
)
|
|
—
|
|
|
50,956
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
(50,956
|
)
|
|
(2,847
|
)
|
|
—
|
|
|
50,956
|
|
|
(2,847
|
)
|
|||||
Effect of exchange rate changes on cash
|
|
—
|
|
|
—
|
|
|
(392
|
)
|
|
—
|
|
|
(392
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
|
—
|
|
|
(13,539
|
)
|
|
(2,222
|
)
|
|
—
|
|
|
(15,761
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
23,342
|
|
|
10,724
|
|
|
—
|
|
|
34,066
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
9,803
|
|
|
$
|
8,502
|
|
|
$
|
—
|
|
|
$
|
18,305
|
|
•
|
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
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In Thousands)
|
||||||||||||||
Net income (loss)
|
$
|
(15,971
|
)
|
|
$
|
1,619
|
|
|
$
|
(126,000
|
)
|
|
$
|
4,590
|
|
Provision (benefit) for income taxes
|
200
|
|
|
396
|
|
|
1,497
|
|
|
1,291
|
|
||||
Depreciation and amortization
|
17,822
|
|
|
20,610
|
|
|
55,016
|
|
|
61,227
|
|
||||
Impairments of long-lived assets
|
—
|
|
|
—
|
|
|
7,866
|
|
|
—
|
|
||||
Goodwill Impairment
|
—
|
|
|
—
|
|
|
92,334
|
|
|
—
|
|
||||
Bad debt expense attributable to bankruptcy of customer
|
728
|
|
|
—
|
|
|
728
|
|
|
—
|
|
||||
Interest expense, net
|
9,762
|
|
|
8,897
|
|
|
27,434
|
|
|
26,157
|
|
||||
Equity compensation
|
775
|
|
|
455
|
|
|
2,236
|
|
|
1,659
|
|
||||
Acquisition costs
|
—
|
|
|
—
|
|
|
—
|
|
|
208
|
|
||||
Series A Preferred transaction costs
|
3,046
|
|
|
—
|
|
|
3,046
|
|
|
—
|
|
||||
Series A Preferred fair value adjustments
|
7,198
|
|
|
—
|
|
|
7,198
|
|
|
—
|
|
||||
Gain on extinguishment of debt
|
(540
|
)
|
|
—
|
|
|
(540
|
)
|
|
—
|
|
||||
Severance
|
57
|
|
|
43
|
|
|
562
|
|
|
287
|
|
||||
Non-cash cost of compressors sold
|
890
|
|
|
399
|
|
|
2,831
|
|
|
605
|
|
||||
Adjusted EBITDA
|
$
|
23,967
|
|
|
$
|
32,419
|
|
|
$
|
74,208
|
|
|
$
|
96,024
|
|
|
Nine Months Ended
September 30, |
||||||
|
2016
|
|
2015
|
||||
|
(In Thousands)
|
||||||
Cash flow from operating activities
|
$
|
45,522
|
|
|
$
|
63,542
|
|
Changes in current assets and current liabilities
|
1,229
|
|
|
7,764
|
|
||
Deferred income taxes
|
(270
|
)
|
|
(1,258
|
)
|
||
Other non-cash charges
|
(3,715
|
)
|
|
(2,572
|
)
|
||
Interest expense, net
|
27,434
|
|
|
26,157
|
|
||
Series A Preferred accrued paid in kind distributions
|
(882
|
)
|
|
—
|
|
||
Provision (benefit) for income taxes
|
1,497
|
|
|
1,291
|
|
||
Acquisition costs
|
—
|
|
|
208
|
|
||
Severance
|
562
|
|
|
287
|
|
||
Non-cash cost of compressors sold
|
2,831
|
|
|
605
|
|
||
Adjusted EBITDA
|
$
|
74,208
|
|
|
$
|
96,024
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In Thousands)
|
|
(In Thousands)
|
||||||||||||
Cash from operations
|
$
|
9,958
|
|
|
$
|
11,340
|
|
|
$
|
45,522
|
|
|
$
|
63,542
|
|
Capital expenditures, net of sales proceeds
|
(3,796
|
)
|
|
(18,906
|
)
|
|
(7,602
|
)
|
|
(75,998
|
)
|
||||
Free cash flow
|
$
|
6,162
|
|
|
$
|
(7,566
|
)
|
|
$
|
37,920
|
|
|
$
|
(12,456
|
)
|
|
September 30,
|
||||
|
2016
|
|
2015
|
||
Horsepower
|
|
|
|
||
Total horsepower in fleet
|
1,128,329
|
|
|
1,160,976
|
|
Total horsepower in service
|
848,365
|
|
|
951,268
|
|
Total horsepower utilization rate
|
75.2
|
%
|
|
81.9
|
%
|
|
Three Months Ended September 30,
|
|||||||||||||||||||
|
|
|
|
|
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
|
$
|
53,103
|
|
|
$
|
72,766
|
|
|
$
|
(19,663
|
)
|
|
75.1
|
%
|
|
56.4
|
%
|
|
(27.0
|
)%
|
Aftermarket services
|
8,286
|
|
|
11,692
|
|
|
(3,406
|
)
|
|
11.7
|
%
|
|
9.1
|
%
|
|
(29.1
|
)%
|
|||
Equipment sales
|
9,325
|
|
|
44,466
|
|
|
(35,141
|
)
|
|
13.2
|
%
|
|
34.5
|
%
|
|
(79.0
|
)%
|
|||
Total revenues
|
70,714
|
|
|
128,924
|
|
|
(58,210
|
)
|
|
100.0
|
%
|
|
100.0
|
%
|
|
(45.2
|
)%
|
|||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of compression and related services
|
26,961
|
|
|
35,104
|
|
|
(8,143
|
)
|
|
38.1
|
%
|
|
27.2
|
%
|
|
(23.2
|
)%
|
|||
Cost of aftermarket services
|
5,735
|
|
|
10,188
|
|
|
(4,453
|
)
|
|
8.1
|
%
|
|
7.9
|
%
|
|
(43.7
|
)%
|
|||
Cost of equipment sales
|
7,830
|
|
|
40,823
|
|
|
(32,993
|
)
|
|
11.1
|
%
|
|
31.7
|
%
|
|
(80.8
|
)%
|
|||
Total cost of revenues
|
40,526
|
|
|
86,115
|
|
|
(45,589
|
)
|
|
57.3
|
%
|
|
66.8
|
%
|
|
(52.9
|
)%
|
|||
Depreciation and amortization
|
17,822
|
|
|
20,610
|
|
|
(2,788
|
)
|
|
25.2
|
%
|
|
16.0
|
%
|
|
(13.5
|
)%
|
|||
Selling, general and administrative expense
|
9,279
|
|
|
10,469
|
|
|
(1,190
|
)
|
|
13.1
|
%
|
|
8.1
|
%
|
|
(11.4
|
)%
|
|||
Interest expense, net
|
9,762
|
|
|
8,897
|
|
|
865
|
|
|
13.8
|
%
|
|
6.9
|
%
|
|
9.7
|
%
|
|||
Other expense, net
|
9,096
|
|
|
818
|
|
|
8,278
|
|
|
12.9
|
%
|
|
0.6
|
%
|
|
1,012.0
|
%
|
|||
Income (loss) before income taxes
|
(15,771
|
)
|
|
2,015
|
|
|
(17,786
|
)
|
|
(22.3
|
)%
|
|
1.6
|
%
|
|
(882.7
|
)%
|
|||
Provision (benefit) for income taxes
|
200
|
|
|
396
|
|
|
(196
|
)
|
|
0.3
|
%
|
|
0.3
|
%
|
|
(49.5
|
)%
|
|||
Net income (loss)
|
$
|
(15,971
|
)
|
|
$
|
1,619
|
|
|
$
|
(17,590
|
)
|
|
(22.6
|
)%
|
|
1.3
|
%
|
|
(1,086.5
|
)%
|
|
Nine Months Ended September 30,
|
|||||||||||||||||||
|
|
|
|
|
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
|
$
|
173,341
|
|
|
$
|
220,880
|
|
|
$
|
(47,539
|
)
|
|
75.9
|
%
|
|
61.7
|
%
|
|
(21.5
|
)%
|
Aftermarket services
|
26,403
|
|
|
35,015
|
|
|
(8,612
|
)
|
|
11.6
|
%
|
|
9.8
|
%
|
|
(24.6
|
)%
|
|||
Equipment and parts sales
|
28,751
|
|
|
102,383
|
|
|
(73,632
|
)
|
|
12.6
|
%
|
|
28.6
|
%
|
|
(71.9
|
)%
|
|||
Total revenues
|
228,495
|
|
|
358,278
|
|
|
(129,783
|
)
|
|
100.0
|
%
|
|
100.0
|
%
|
|
(36.2
|
)%
|
|||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of compression and related services
|
88,526
|
|
|
109,572
|
|
|
(21,046
|
)
|
|
38.7
|
%
|
|
30.6
|
%
|
|
(19.2
|
)%
|
|||
Cost of aftermarket services
|
19,632
|
|
|
29,251
|
|
|
(9,619
|
)
|
|
8.6
|
%
|
|
8.2
|
%
|
|
(32.9
|
)%
|
|||
Cost of equipment and parts sales
|
24,407
|
|
|
92,084
|
|
|
(67,677
|
)
|
|
10.7
|
%
|
|
25.7
|
%
|
|
(73.5
|
)%
|
|||
Total cost of revenues
|
132,565
|
|
|
230,907
|
|
|
(98,342
|
)
|
|
58.0
|
%
|
|
64.4
|
%
|
|
(42.6
|
)%
|
|||
Depreciation and amortization
|
55,016
|
|
|
61,227
|
|
|
(6,211
|
)
|
|
24.1
|
%
|
|
17.1
|
%
|
|
(10.1
|
)%
|
|||
Long-lived asset impairment
|
7,866
|
|
|
—
|
|
|
7,866
|
|
|
3.4
|
%
|
|
—
|
%
|
|
|
|
|||
Selling, general and administrative expense
|
27,692
|
|
|
32,272
|
|
|
(4,580
|
)
|
|
12.1
|
%
|
|
9.0
|
%
|
|
(14.2
|
)%
|
|||
Goodwill impairment
|
92,334
|
|
|
—
|
|
|
92,334
|
|
|
40.4
|
%
|
|
—
|
%
|
|
|
|
|||
Interest expense, net
|
27,434
|
|
|
26,157
|
|
|
1,277
|
|
|
12.0
|
%
|
|
7.3
|
%
|
|
4.9
|
%
|
|||
Other expense, net
|
10,091
|
|
|
1,834
|
|
|
8,257
|
|
|
4.4
|
%
|
|
0.5
|
%
|
|
450.2
|
%
|
|||
Income (loss) before income taxes
|
(124,503
|
)
|
|
5,881
|
|
|
(130,384
|
)
|
|
(54.5
|
)%
|
|
1.6
|
%
|
|
|
||||
Provision (benefit) for income taxes
|
1,497
|
|
|
1,291
|
|
|
206
|
|
|
0.7
|
%
|
|
0.4
|
%
|
|
16.0
|
%
|
|||
Net income (loss)
|
$
|
(126,000
|
)
|
|
$
|
4,590
|
|
|
$
|
(130,590
|
)
|
|
(55.1
|
)%
|
|
1.3
|
%
|
|
|
|
|
|
Payments Due
|
||||||||||||||||||||||||||||||
|
|
Total
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||||
|
|
(In Thousands)
|
||||||||||||||||||||||||||||||
Long-term debt
|
|
$
|
511,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
181,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
330,000
|
|
Interest on debt
|
|
159,857
|
|
|
7,862
|
|
|
26,206
|
|
|
26,206
|
|
|
26,206
|
|
|
26,206
|
|
|
26,206
|
|
|
20,965
|
|
||||||||
Operating leases
|
|
4,031
|
|
|
1,110
|
|
|
2,113
|
|
|
701
|
|
|
107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total contractual cash obligations
(1)
|
|
$
|
674,888
|
|
|
$
|
8,972
|
|
|
$
|
28,319
|
|
|
$
|
26,907
|
|
|
$
|
207,313
|
|
|
$
|
26,206
|
|
|
$
|
26,206
|
|
|
$
|
350,965
|
|
(1)
|
Amounts exclude other long-term liabilities reflected in our Consolidated Balance Sheet that do not have known cash payment streams. These excluded amounts include approximately
$88.1 million carrying value of liabilities related to the Series A Convertible Preferred Units. The preferred units are expected to be serviced and satisfied with non-cash paid-in-kind distributions and conversions to common units. See "Note C-Series A Convertible Preferred Units," in the Notes to Consolidated Financial Statements for further discussion.
|
•
|
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/A 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.
|
•
|
our previously existing common unitholders’ proportionate ownership interests in us will decrease;
|
•
|
the amount of cash available for distribution on each common unit may decrease;
|
•
|
the relative voting power of our previously existing common unitholders will be diminished; and
|
•
|
the market price of the common units may decline.
|
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
|
|||
July 1 – July 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
N/A
|
August 1 – August 31, 2016
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
September 1 – September 30, 2016
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
Total
|
|
—
|
|
|
|
|
|
N/A
|
|
N/A
|
3.1
|
Second Amended and Restated Agreement of Limited Partnership of CSI Compressco LP, dated as of August 8, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on August 8, 2016 (SEC File No. 001-35195)).
|
4.1
|
Registration Rights Agreement, dated as of August 8, 2016, by and among CSI Compressco LP and the other parties signatory thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on August 8, 2016 (SEC File No. 001-35195)).
|
4.2
|
Registration Rights Agreement, dated as of September 20, 2016, by and among CSI Compressco LP and the other parties signatory thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on September 21, 2016 (SEC File No. 001-35195)).
|
10.1*
|
Consent and Acknowledgment between CSI Compressco GP Inc and Timothy A. Knox dated August 1, 2016.
|
10.2
|
Series A Preferred Unit Purchase Agreement, dated as of August 8, 2016, by and among CSI Compressco LP and the Purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 8, 2016 (SEC File No. 001-35195)).
|
10.3
|
Series A Preferred Unit Purchase Agreement, dated as of September 20, 2016, by and among CSI Compressco LP and the Purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 21, 2016 (SEC File No. 001-35195)).
|
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 and nine
month periods ended
September 30, 2016
and
2015
; (ii) Consolidated Statements of Comprehensive Income for the
three and nine
month periods ended
September 30, 2016
and
2015
; (iii) Consolidated Balance Sheets as of
September 30, 2016
and
December 31, 2015
; (iv) Consolidated Statement of Partners’ Capital for the
nine
month period ended
September 30, 2016
; (v) Consolidated Statements of Cash Flows for the
nine
month periods ended
September 30, 2016
and
2015
; and (iv) Notes to Consolidated Financial Statements for the
nine
months ended
September 30, 2016
.
|
|
|
CSI COMPRESSCO LP
|
|
|
|
By:
|
CSI Compressco GP Inc.,
|
|
|
|
its
General Partner
|
|
|
|
|
Date:
|
November 9, 2016
|
By:
|
/s/Timothy A. Knox
|
|
|
|
Timothy A. Knox, President
|
|
|
|
Principal Executive Officer
|
|
|
|
|
Date:
|
November 9, 2016
|
By:
|
/s/Derek C. Coffie
|
|
|
|
Derek C. Coffie
|
|
|
|
Chief Financial Officer
|
|
|
|
Principal Financial Officer and Principal Accounting Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
Second Amended and Restated Agreement of Limited Partnership of CSI Compressco LP, dated as of August 8, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on August 8, 2016 (SEC File No. 001-35195)).
|
4.1
|
Registration Rights Agreement, dated as of August 8, 2016, by and among CSI Compressco LP and the other parties signatory thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on August 8, 2016 (SEC File No. 001-35195)).
|
4.2
|
Registration Rights Agreement, dated as of September 20, 2016, by and among CSI Compressco LP and the other parties signatory thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on September 21, 2016 (SEC File No. 001-35195)).
|
10.1*
|
Consent and Acknowledgment between CSI Compressco GP Inc and Timothy A. Knox dated August 1, 2016.
|
10.2
|
Series A Preferred Unit Purchase Agreement, dated as of August 8, 2016, by and among CSI Compressco LP and the Purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 8, 2016 (SEC File No. 001-35195)).
|
10.3
|
Series A Preferred Unit Purchase Agreement, dated as of September 20, 2016, by and among CSI Compressco LP and the Purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 21, 2016 (SEC File No. 001-35195)).
|
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 and nine
month periods ended
September 30, 2016
and
2015
; (ii) Consolidated Statements of Comprehensive Income for the
three and nine
month periods ended
September 30, 2016
and
2015
; (iii) Consolidated Balance Sheets as of
September 30, 2016
and
December 31, 2015
; (iv) Consolidated Statement of Partners’ Capital for the
nine
month period ended
September 30, 2016
; (v) Consolidated Statements of Cash Flows for the
nine
month periods ended
September 30, 2016
and
2015
; and (iv) Notes to Consolidated Financial Statements for the
nine
months ended
September 30, 2016
.
|
1 Year CSI Compressco Chart |
1 Month CSI Compressco Chart |
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