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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 Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
|
|
24955 Interstate 45 North
|
|
The Woodlands, Texas
|
77380
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Large accelerated filer [
]
|
Accelerated filer [ X ]
|
Non-accelerated filer [ ]
|
Smaller reporting company [ ]
|
Emerging growth company [ ]
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
COMMON UNITS REPRESENTING LIMITED
PARTNERSHIP INTERESTS
|
CCLP
|
NASDAQ GLOBAL MARKET
|
CSI Compressco LP
|
|
Table of Contents
|
|
|
Page
|
PART I—FINANCIAL INFORMATION
|
|
|
|
|
|
PART II—OTHER INFORMATION
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
|
|
||
Compression and related services
|
$
|
63,032
|
|
|
$
|
53,735
|
|
Aftermarket services
|
13,601
|
|
|
14,016
|
|
||
Equipment sales
|
26,803
|
|
|
17,666
|
|
||
Total revenues
|
103,436
|
|
|
85,417
|
|
||
Cost of revenues (excluding depreciation and amortization expense):
|
|
|
|
|
|||
Cost of compression and related services
|
32,621
|
|
|
31,380
|
|
||
Cost of aftermarket services
|
11,250
|
|
|
11,157
|
|
||
Cost of equipment sales
|
24,229
|
|
|
15,449
|
|
||
Total cost of revenues
|
68,100
|
|
|
57,986
|
|
||
Depreciation and amortization
|
18,532
|
|
|
17,367
|
|
||
Selling, general, and administrative expense
|
10,665
|
|
|
8,297
|
|
||
Interest expense, net
|
13,299
|
|
|
11,433
|
|
||
Series A Preferred fair value adjustment (income) expense
|
1,304
|
|
|
1,553
|
|
||
Other (income) expense, net
|
(381
|
)
|
|
3,204
|
|
||
Loss before income tax provision
|
(8,083
|
)
|
|
(14,423
|
)
|
||
Provision for income taxes
|
4,373
|
|
|
1,314
|
|
||
Net loss
|
$
|
(12,456
|
)
|
|
$
|
(15,737
|
)
|
General partner interest in net loss
|
$
|
(177
|
)
|
|
$
|
(264
|
)
|
Common units interest in net loss
|
$
|
(12,279
|
)
|
|
$
|
(15,473
|
)
|
|
|
|
|
|
|||
Net loss per common unit:
|
|
|
|
||||
Basic
|
$
|
(0.26
|
)
|
|
$
|
(0.40
|
)
|
Diluted
|
$
|
(0.26
|
)
|
|
$
|
(0.40
|
)
|
Weighted average common units outstanding:
|
|
|
|
||||
Basic
|
46,830,605
|
|
|
38,717,086
|
|
||
Diluted
|
46,830,605
|
|
|
38,717,086
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Net loss
|
$
|
(12,456
|
)
|
|
$
|
(15,737
|
)
|
Foreign currency translation adjustment, net of tax of $0 in 2019 and 2018
|
272
|
|
|
(649
|
)
|
||
Comprehensive loss
|
$
|
(12,184
|
)
|
|
$
|
(16,386
|
)
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(Unaudited)
|
|
|
|
|||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
16,870
|
|
|
$
|
15,858
|
|
Trade accounts receivable, net of allowances for doubtful accounts of $1,214 as of March 31, 2019 and $1,229 as of December 31, 2018
|
58,951
|
|
|
65,067
|
|
||
Inventories
|
74,528
|
|
|
65,222
|
|
||
Prepaid expenses and other current assets
|
6,172
|
|
|
5,600
|
|
||
Total current assets
|
156,521
|
|
|
151,747
|
|
||
Property, plant, and equipment:
|
|
|
|
|
|
||
Land and building
|
35,026
|
|
|
35,024
|
|
||
Compressors and equipment
|
932,150
|
|
|
913,488
|
|
||
Vehicles
|
10,336
|
|
|
10,354
|
|
||
Construction in progress
|
46,055
|
|
|
41,086
|
|
||
Total property, plant, and equipment
|
1,023,567
|
|
|
999,952
|
|
||
Less accumulated depreciation
|
(373,516
|
)
|
|
(358,633
|
)
|
||
Net property, plant, and equipment
|
650,051
|
|
|
641,319
|
|
||
Other assets:
|
|
|
|
|
|
||
Deferred tax asset
|
13
|
|
|
13
|
|
||
Intangible assets, net of accumulated amortization of $25,530 as of March 31, 2019 and $24,790 as of December 31, 2018
|
30,238
|
|
|
30,978
|
|
||
Operating lease right-of-use assets
|
9,721
|
|
|
—
|
|
||
Other assets
|
3,325
|
|
|
2,687
|
|
||
Total other assets
|
43,297
|
|
|
33,678
|
|
||
Total assets
|
$
|
849,869
|
|
|
$
|
826,744
|
|
LIABILITIES AND
PARTNERS' CAPITAL
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
|
|||
Accounts payable
|
$
|
45,830
|
|
|
$
|
33,408
|
|
Unearned income
|
49,296
|
|
|
24,898
|
|
||
Accrued liabilities and other
|
21,469
|
|
|
32,530
|
|
||
Amounts payable to affiliates
|
9,856
|
|
|
3,517
|
|
||
Total current liabilities
|
126,451
|
|
|
94,353
|
|
||
Other liabilities:
|
|
|
|
|
|
||
Long-term debt, net
|
633,692
|
|
|
633,013
|
|
||
Series A Preferred Units
|
20,890
|
|
|
30,900
|
|
||
Deferred tax liabilities
|
2,494
|
|
|
1,012
|
|
||
Long-term affiliate payable
|
2,402
|
|
|
—
|
|
||
Operating lease liabilities
|
5,845
|
|
|
—
|
|
||
Other long-term liabilities
|
61
|
|
|
63
|
|
||
Total other liabilities
|
665,384
|
|
|
664,988
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Partners' capital:
|
|
|
|
|
|
||
General partner interest
|
322
|
|
|
505
|
|
||
Common units (46,998,713 units issued and outstanding at March 31, 2019 and 45,769,019 units issued and outstanding at December 31, 2018)
|
72,526
|
|
|
81,984
|
|
||
Accumulated other comprehensive income (loss)
|
(14,814
|
)
|
|
(15,086
|
)
|
||
Total partners' capital
|
58,034
|
|
|
67,403
|
|
||
Total liabilities and partners' capital
|
$
|
849,869
|
|
|
$
|
826,744
|
|
|
Partners' Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Partners' Capital
|
|||||||||||||
|
|
|
||||||||||||||||
|
General
Partner
|
|
Common
Unitholders
|
|
|
|||||||||||||
|
Amount
|
|
Units
|
|
Amount
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2018
|
$
|
505
|
|
|
45,769
|
|
|
$
|
81,984
|
|
|
$
|
(15,086
|
)
|
|
$
|
67,403
|
|
Net loss
|
(177
|
)
|
|
—
|
|
|
(12,279
|
)
|
|
—
|
|
|
(12,456
|
)
|
||||
Distributions ($0.01 per unit)
|
(6
|
)
|
|
—
|
|
|
(470
|
)
|
|
—
|
|
|
(476
|
)
|
||||
Equity compensation
|
—
|
|
|
—
|
|
|
312
|
|
|
—
|
|
|
312
|
|
||||
Vesting of Phantom Units
|
—
|
|
|
117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Conversions of Series A Preferred
|
—
|
|
|
1,113
|
|
|
3,048
|
|
|
—
|
|
|
3,048
|
|
||||
Translation adjustment, net of taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
272
|
|
|
272
|
|
||||
Other
|
—
|
|
|
—
|
|
|
(69
|
)
|
|
—
|
|
|
(69
|
)
|
||||
Balance at March 31, 2019
|
$
|
322
|
|
|
46,999
|
|
|
$
|
72,526
|
|
|
$
|
(14,814
|
)
|
|
$
|
58,034
|
|
|
Partners' Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Partners' Capital
|
|||||||||||||
|
|
|
||||||||||||||||
|
General
Partner
|
|
Common
Unitholders
|
|
|
|||||||||||||
|
Amount
|
|
Units
|
|
Amount
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2017
|
$
|
1,618
|
|
|
37,618
|
|
|
$
|
104,898
|
|
|
$
|
(11,489
|
)
|
|
$
|
95,027
|
|
Net loss
|
(264
|
)
|
|
—
|
|
|
(15,473
|
)
|
|
—
|
|
|
(15,737
|
)
|
||||
Distributions ($0.1875 per unit)
|
(126
|
)
|
|
—
|
|
|
(7,186
|
)
|
|
—
|
|
|
(7,312
|
)
|
||||
Equity compensation, net
|
—
|
|
|
—
|
|
|
(655
|
)
|
|
—
|
|
|
(655
|
)
|
||||
Vesting of Phantom Units
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Conversions of Series A Preferred
|
—
|
|
|
1,778
|
|
|
11,555
|
|
|
—
|
|
|
11,555
|
|
||||
Translation adjustment, net of taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
(649
|
)
|
|
(649
|
)
|
||||
Balance at March 31, 2018
|
$
|
1,228
|
|
|
39,428
|
|
|
$
|
93,139
|
|
|
$
|
(12,138
|
)
|
|
$
|
82,229
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Operating activities:
|
|
|
|
|
|
||
Net income (loss)
|
$
|
(12,456
|
)
|
|
$
|
(15,737
|
)
|
Reconciliation of net income (loss) to cash provided by (used in) operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
18,532
|
|
|
17,367
|
|
||
Provision for deferred income taxes
|
1,466
|
|
|
96
|
|
||
Series A Preferred redemption premium
|
448
|
|
|
—
|
|
||
Series A Preferred paid in kind distributions in interest expense
|
685
|
|
|
1,742
|
|
||
Series A Preferred fair value adjustments
|
1,304
|
|
|
1,553
|
|
||
Equity compensation expense
|
365
|
|
|
(604
|
)
|
||
Provision for doubtful accounts
|
56
|
|
|
139
|
|
||
Amortization of deferred financing costs
|
600
|
|
|
830
|
|
||
Expense for unamortized finance costs
|
—
|
|
|
3,539
|
|
||
Other non-cash charges and credits
|
54
|
|
|
328
|
|
||
(Gain) loss on sale of property, plant, and
equipment
|
(26
|
)
|
|
85
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|||
Accounts receivable
|
5,992
|
|
|
(5,404
|
)
|
||
Inventories
|
(11,990
|
)
|
|
(13,009
|
)
|
||
Prepaid expenses and other current assets
|
(567
|
)
|
|
(1,703
|
)
|
||
Accounts payable and accrued expenses
|
27,442
|
|
|
10,399
|
|
||
Other
|
(273
|
)
|
|
14
|
|
||
Net cash provided by (used in) operating activities
|
31,632
|
|
|
(365
|
)
|
||
Investing activities:
|
|
|
|
|
|||
Purchases of property, plant, and equipment, net
|
(23,152
|
)
|
|
(17,039
|
)
|
||
Advances and other investing activities
|
—
|
|
|
(59
|
)
|
||
Net cash used in
investing activities
|
(23,152
|
)
|
|
(17,098
|
)
|
||
Financing activities:
|
|
|
|
|
|||
Proceeds from long-term debt
|
—
|
|
|
380,000
|
|
||
Payments of long-term debt
|
(2
|
)
|
|
(258,000
|
)
|
||
Cash redemptions of Preferred Units
|
(9,399
|
)
|
|
—
|
|
||
Distributions
|
(476
|
)
|
|
(7,312
|
)
|
||
Debt issuance costs
|
—
|
|
|
(5,971
|
)
|
||
Advances from affiliate
|
2,402
|
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
(7,475
|
)
|
|
108,717
|
|
||
Effect of exchange rate
changes on cash
|
7
|
|
|
(48
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
1,012
|
|
|
91,206
|
|
||
Cash and cash equivalents at beginning of period
|
15,858
|
|
|
7,601
|
|
||
Cash and cash equivalents at end of period
|
$
|
16,870
|
|
|
$
|
98,807
|
|
Supplemental cash flow information:
|
|
|
|
|
|||
Interest paid
|
$
|
10,727
|
|
|
$
|
14,042
|
|
Income taxes paid
|
$
|
648
|
|
|
$
|
763
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(In Thousands)
|
||||||
Parts and supplies
|
$
|
40,234
|
|
|
$
|
43,538
|
|
Work in progress
|
34,294
|
|
|
21,684
|
|
||
Total inventories
|
$
|
74,528
|
|
|
$
|
65,222
|
|
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
Scheduled Maturity
|
|
(In Thousands)
|
||||||
Credit Agreement
|
|
June 29, 2023
|
|
—
|
|
|
—
|
|
||
7.25% Senior Notes (presented net of the unamortized discount of $2.1 million as of March 31, 2019 and $2.2 million as of December 31, 2018 and unamortized deferred financing costs of $3.6 million as of March 31, 2019 and $3.9 million as of December 31, 2018)
|
|
August 15, 2022
|
|
290,204
|
|
|
289,797
|
|
||
7.50% Senior Secured Notes (presented net of the unamortized deferred financing costs of $6.5 million as of March 31, 2019 and $6.8 million as of December 31, 2018)
|
|
April 1, 2025
|
|
343,488
|
|
|
343,216
|
|
||
|
|
|
|
633,692
|
|
|
633,013
|
|
||
Less current portion
|
|
|
|
—
|
|
|
—
|
|
||
Total long-term debt
|
|
|
|
$
|
633,692
|
|
|
$
|
633,013
|
|
Derivative Contracts
|
|
US Dollar Notional Amount
|
|
Traded Exchange Rate
|
|
Settlement Date
|
||
|
|
(In Thousands)
|
|
|
|
|
||
Forward sale Mexican peso
|
|
$
|
6,301
|
|
|
19.52
|
|
4/17/2019
|
Foreign currency derivative instruments
|
|
Balance Sheet
|
|
Fair Value at
|
||||||
|
Location
|
|
March 31, 2019
|
|
December 31, 2018
|
|||||
|
|
|
|
(In Thousands)
|
||||||
Forward sale contracts
|
|
Current liabilities
|
|
(19
|
)
|
|
(98
|
)
|
||
Net asset
|
|
|
|
$
|
(19
|
)
|
|
$
|
(98
|
)
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
Description
|
|
Total as of
March 31, 2019 |
|
Quoted Prices
in Active Markets for Identical Assets or Liabilities (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
|
|
(In Thousands)
|
||||||||||||||
Series A Preferred Units
|
|
$
|
(20,890
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(20,890
|
)
|
Liability for foreign currency derivative contracts
|
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
||||
|
|
$
|
(20,909
|
)
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
|
|
|
Quoted Prices
in Active Markets for Identical Assets or Liabilities (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Description
|
|
Total as of
December 31, 2018 |
|
|
|
|||||||||||
|
|
(In Thousands)
|
||||||||||||||
Series A Preferred Units
|
|
$
|
(30,900
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(30,900
|
)
|
Liability for foreign currency derivative contracts
|
|
(98
|
)
|
|
—
|
|
|
(98
|
)
|
|
—
|
|
||||
|
|
$
|
(30,998
|
)
|
|
|
|
|
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Total
|
||||||||||||
|
(In Thousands)
|
||||||||||||||||||||||
Compression service contracts remaining performance obligations
|
$
|
10,444
|
|
|
$
|
9,851
|
|
|
$
|
4,240
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
24,567
|
|
|
March 31, 2019
|
||
|
(In Thousands)
|
||
Unearned income, beginning of period
|
$
|
24,898
|
|
Additional unearned income
|
48,955
|
|
|
Revenue recognized
|
(24,557
|
)
|
|
Unearned income, end of period
|
$
|
49,296
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(In Thousands)
|
||||||
Compression and related services
|
|
|
|
||||
U.S.
|
$
|
54,017
|
|
|
$
|
46,404
|
|
International
|
9,015
|
|
|
7,331
|
|
||
|
63,032
|
|
|
53,735
|
|
||
Aftermarket services
|
|
|
|
||||
U.S.
|
13,319
|
|
|
13,353
|
|
||
International
|
282
|
|
|
663
|
|
||
|
13,601
|
|
|
14,016
|
|
||
Equipment sales
|
|
|
|
||||
U.S.
|
26,180
|
|
|
17,222
|
|
||
International
|
623
|
|
|
444
|
|
||
|
26,803
|
|
|
17,666
|
|
||
Total Revenue
|
|
|
|
||||
U.S.
|
93,516
|
|
|
76,979
|
|
||
International
|
9,920
|
|
|
8,438
|
|
||
|
$
|
103,436
|
|
|
$
|
85,417
|
|
|
March 31, 2019
|
||
|
(In Thousands)
|
||
Operating leases:
|
|
||
Operating right-of-use asset
|
$
|
9,721
|
|
|
|
||
Accrued liabilities and other
|
$
|
3,876
|
|
Operating lease liabilities
|
5,845
|
|
|
Total operating lease liabilities
|
$
|
9,721
|
|
|
|
|
March 31, 2019
|
|
Weighted average remaining lease term:
|
|
|
Operating leases
|
4 years
|
|
|
|
|
Weighted average discount rate:
|
|
|
Operating leases
|
6.60
|
%
|
|
Operating Leases
|
||
|
(In Thousands)
|
||
|
|
||
2019
|
$
|
3,240
|
|
2020
|
3,868
|
|
|
2021
|
1,853
|
|
|
2022
|
462
|
|
|
2023
|
286
|
|
|
Thereafter
|
1,342
|
|
|
Total lease payments
|
11,051
|
|
|
Less imputed interest
|
(1,330
|
)
|
|
Total lease liabilities
|
$
|
9,721
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
98,062
|
|
|
$
|
9,033
|
|
|
$
|
(3,659
|
)
|
|
$
|
103,436
|
|
Cost of revenues (excluding depreciation and amortization expense)
|
—
|
|
|
65,739
|
|
|
6,020
|
|
|
(3,659
|
)
|
|
68,100
|
|
|||||
Selling, general and administrative expense
|
365
|
|
|
9,825
|
|
|
475
|
|
|
—
|
|
|
10,665
|
|
|||||
Depreciation and amortization
|
—
|
|
|
17,553
|
|
|
979
|
|
|
—
|
|
|
18,532
|
|
|||||
Interest expense, net
|
13,291
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
13,299
|
|
|||||
Series A Preferred FV Adjustment
|
1,304
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,304
|
|
|||||
Other expense, net
|
448
|
|
|
143
|
|
|
(972
|
)
|
|
|
|
(381
|
)
|
||||||
Equity in net income (loss) of subsidiaries
|
(2,952
|
)
|
|
(2,135
|
)
|
|
|
|
5,087
|
|
|
—
|
|
||||||
Income before income tax provision
|
(12,456
|
)
|
|
6,929
|
|
|
2,531
|
|
|
(5,087
|
)
|
|
(8,083
|
)
|
|||||
Provision (benefit) for income taxes
|
—
|
|
|
3,977
|
|
|
396
|
|
|
—
|
|
|
4,373
|
|
|||||
Net income
|
(12,456
|
)
|
|
2,952
|
|
|
2,135
|
|
|
(5,087
|
)
|
|
(12,456
|
)
|
|||||
Other comprehensive income (loss)
|
272
|
|
|
272
|
|
|
—
|
|
|
(272
|
)
|
|
272
|
|
|||||
Comprehensive income (loss)
|
$
|
(12,184
|
)
|
|
$
|
3,224
|
|
|
$
|
2,135
|
|
|
$
|
(5,359
|
)
|
|
$
|
(12,184
|
)
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
79,390
|
|
|
$
|
7,386
|
|
|
$
|
(1,359
|
)
|
|
$
|
85,417
|
|
Cost of revenues (excluding depreciation and amortization expense)
|
—
|
|
|
54,290
|
|
|
5,055
|
|
|
(1,359
|
)
|
|
57,986
|
|
|||||
Selling, general and administrative expense
|
(604
|
)
|
|
8,438
|
|
|
463
|
|
|
|
|
8,297
|
|
||||||
Depreciation and amortization
|
|
|
16,644
|
|
|
723
|
|
|
|
|
17,367
|
|
|||||||
Interest expense, net
|
8,099
|
|
|
3,334
|
|
|
—
|
|
|
—
|
|
|
11,433
|
|
|||||
Series A Preferred FV Adjustment
|
1,553
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,553
|
|
|||||
Other expense, net
|
—
|
|
|
4,335
|
|
|
(1,131
|
)
|
|
—
|
|
|
3,204
|
|
|||||
Equity in net income (loss) of subsidiaries
|
6,689
|
|
|
(1,499
|
)
|
|
—
|
|
|
(5,190
|
)
|
|
—
|
|
|||||
Income before income tax provision
|
(15,737
|
)
|
|
(6,152
|
)
|
|
2,276
|
|
|
5,190
|
|
|
(14,423
|
)
|
|||||
Provision (benefit) for income taxes
|
—
|
|
|
537
|
|
|
777
|
|
|
—
|
|
|
1,314
|
|
|||||
Net income
|
(15,737
|
)
|
|
(6,689
|
)
|
|
1,499
|
|
|
5,190
|
|
|
(15,737
|
)
|
|||||
Other comprehensive income (loss)
|
(649
|
)
|
|
(649
|
)
|
|
—
|
|
|
649
|
|
|
(649
|
)
|
|||||
Comprehensive income (loss)
|
$
|
(16,386
|
)
|
|
$
|
(7,338
|
)
|
|
$
|
1,499
|
|
|
$
|
5,839
|
|
|
$
|
(16,386
|
)
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
32,320
|
|
|
$
|
(688
|
)
|
|
$
|
—
|
|
|
$
|
31,632
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant, and equipment, net
|
—
|
|
|
(22,749
|
)
|
|
(403
|
)
|
|
—
|
|
|
(23,152
|
)
|
|||||
Advances and other investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
—
|
|
|
(22,749
|
)
|
|
(403
|
)
|
|
—
|
|
|
(23,152
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Payments of long-term debt
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Cash redemptions of Preferred Units
|
(9,399
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,399
|
)
|
|||||
Distributions
|
(476
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(476
|
)
|
|||||
Intercompany contribution (distribution)
|
9,875
|
|
|
(9,875
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Advances from affiliate
|
—
|
|
|
2,402
|
|
|
—
|
|
|
—
|
|
|
2,402
|
|
|||||
Net cash provided by (used in) financing activities
|
—
|
|
|
(7,475
|
)
|
|
—
|
|
|
—
|
|
|
(7,475
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
2,096
|
|
|
(1,084
|
)
|
|
—
|
|
|
1,012
|
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
14,148
|
|
|
1,710
|
|
|
—
|
|
|
15,858
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
16,244
|
|
|
$
|
626
|
|
|
$
|
—
|
|
|
$
|
16,870
|
|
|
Issuers
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
(5,095
|
)
|
|
$
|
4,730
|
|
|
$
|
—
|
|
|
$
|
(365
|
)
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant, and equipment, net
|
—
|
|
|
(14,869
|
)
|
|
(2,170
|
)
|
|
—
|
|
|
(17,039
|
)
|
|||||
Advances and other investing activities
|
—
|
|
|
(59
|
)
|
|
|
|
—
|
|
|
(59
|
)
|
||||||
Net cash provided by (used in) investing activities
|
—
|
|
|
(14,928
|
)
|
|
(2,170
|
)
|
|
—
|
|
|
(17,098
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term debt
|
344,100
|
|
|
35,900
|
|
|
—
|
|
|
—
|
|
|
380,000
|
|
|||||
Payments of long-term debt
|
—
|
|
|
(258,000
|
)
|
|
—
|
|
|
—
|
|
|
(258,000
|
)
|
|||||
Distributions
|
(7,312
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,312
|
)
|
|||||
Other financing activities
|
(5,971
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,971
|
)
|
|||||
Intercompany contribution (distribution)
|
(330,817
|
)
|
|
330,817
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
—
|
|
|
108,717
|
|
|
—
|
|
|
—
|
|
|
108,717
|
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
—
|
|
|
(48
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
88,694
|
|
|
2,512
|
|
|
—
|
|
|
91,206
|
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
4,197
|
|
|
3,404
|
|
|
—
|
|
|
7,601
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
92,891
|
|
|
$
|
5,916
|
|
|
$
|
—
|
|
|
$
|
98,807
|
|
•
|
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, |
||||||
|
2019
|
|
2018
|
||||
|
(In Thousands)
|
||||||
Net loss
|
$
|
(12,456
|
)
|
|
$
|
(15,737
|
)
|
Provision for income taxes
|
4,373
|
|
|
1,314
|
|
||
Depreciation and amortization
|
18,532
|
|
|
17,367
|
|
||
Interest expense, net
|
13,299
|
|
|
11,433
|
|
||
Equity compensation
|
365
|
|
|
(604
|
)
|
||
Expense for unamortized finance costs
|
—
|
|
|
3,541
|
|
||
Series A Preferred redemption premium
|
448
|
|
|
—
|
|
||
Series A Preferred fair value adjustments
|
1,304
|
|
|
1,553
|
|
||
Non-cash cost of compressors sold
|
940
|
|
|
324
|
|
||
Adjusted EBITDA
|
$
|
26,805
|
|
|
$
|
19,191
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(In Thousands)
|
||||||
Cash flow from operating activities
|
$
|
31,632
|
|
|
$
|
(365
|
)
|
Changes in current assets and current liabilities
|
(20,604
|
)
|
|
9,705
|
|
||
Deferred income taxes
|
(1,466
|
)
|
|
(96
|
)
|
||
Other non-cash charges
|
(684
|
)
|
|
(1,382
|
)
|
||
Interest expense, net
|
13,299
|
|
|
11,433
|
|
||
Series A Preferred accrued paid in kind distributions
|
(685
|
)
|
|
(1,742
|
)
|
||
Provision for income taxes
|
4,373
|
|
|
1,314
|
|
||
Non-cash cost of compressors sold
|
940
|
|
|
324
|
|
||
Adjusted EBITDA
|
$
|
26,805
|
|
|
$
|
19,191
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(In Thousands)
|
||||||
Cash from operations
|
$
|
31,632
|
|
|
$
|
(365
|
)
|
Capital expenditures, net of sales proceeds
|
(23,152
|
)
|
|
(17,039
|
)
|
||
Free cash flow
|
$
|
8,480
|
|
|
$
|
(17,404
|
)
|
|
March 31,
|
||||
|
2019
|
|
2018
|
||
Horsepower
|
|
|
|
||
Total horsepower in fleet
|
1,167,164
|
|
|
1,085,088
|
|
Total horsepower in service
|
1,017,452
|
|
|
913,962
|
|
Total horsepower utilization rate
|
87.2
|
%
|
|
84.2
|
%
|
|
Three Months Ended March 31,
|
|||||||||||||||||||
|
|
|
|
|
Period-to-Period Change
|
|
Percentage of Total Revenues
|
Period-to-Period Change
|
||||||||||||
Consolidated Results of Operations
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|||||||||
|
(In Thousands)
|
|
|
|
|
|
|
|||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Compression and related services
|
$
|
63,032
|
|
|
$
|
53,735
|
|
|
$
|
9,297
|
|
|
60.9
|
%
|
|
62.9
|
%
|
|
17.3
|
%
|
Aftermarket services
|
13,601
|
|
|
14,016
|
|
|
(415
|
)
|
|
13.1
|
%
|
|
16.4
|
%
|
|
(3.0
|
)%
|
|||
Equipment sales
|
26,803
|
|
|
17,666
|
|
|
9,137
|
|
|
25.9
|
%
|
|
20.7
|
%
|
|
51.7
|
%
|
|||
Total revenues
|
103,436
|
|
|
85,417
|
|
|
18,019
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
21.1
|
%
|
|||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of compression and related services
|
32,621
|
|
|
31,380
|
|
|
1,241
|
|
|
31.5
|
%
|
|
36.7
|
%
|
|
4.0
|
%
|
|||
Cost of aftermarket services
|
11,250
|
|
|
11,157
|
|
|
93
|
|
|
10.9
|
%
|
|
13.1
|
%
|
|
0.8
|
%
|
|||
Cost of equipment sales
|
24,229
|
|
|
15,449
|
|
|
8,780
|
|
|
23.4
|
%
|
|
18.1
|
%
|
|
56.8
|
%
|
|||
Total cost of revenues
|
68,100
|
|
|
57,986
|
|
|
10,114
|
|
|
65.8
|
%
|
|
67.9
|
%
|
|
17.4
|
%
|
|||
Depreciation and amortization
|
18,532
|
|
|
17,367
|
|
|
1,165
|
|
|
17.9
|
%
|
|
20.3
|
%
|
|
6.7
|
%
|
|||
Selling, general and administrative expense
|
10,665
|
|
|
8,297
|
|
|
2,368
|
|
|
10.3
|
%
|
|
9.7
|
%
|
|
28.5
|
%
|
|||
Interest expense, net
|
13,299
|
|
|
11,433
|
|
|
1,866
|
|
|
12.9
|
%
|
|
13.4
|
%
|
|
16.3
|
%
|
|||
Series A Preferred fair value adjustment (income) expense
|
1,304
|
|
|
1,553
|
|
|
(249
|
)
|
|
1.3
|
%
|
|
1.8
|
%
|
|
(16.0
|
)%
|
|||
Other (income) expense, net
|
(381
|
)
|
|
3,204
|
|
|
(3,585
|
)
|
|
(0.4
|
)%
|
|
3.8
|
%
|
|
|
|
|||
Income (loss) before income taxes
|
(8,083
|
)
|
|
(14,423
|
)
|
|
6,340
|
|
|
(7.8
|
)%
|
|
(16.9
|
)%
|
|
(44.0
|
)%
|
|||
Provision (benefit) for income taxes
|
4,373
|
|
|
1,314
|
|
|
3,059
|
|
|
4.2
|
%
|
|
1.5
|
%
|
|
232.8
|
%
|
|||
Net income (loss)
|
$
|
(12,456
|
)
|
|
$
|
(15,737
|
)
|
|
$
|
3,281
|
|
|
(12.0
|
)%
|
|
(18.4
|
)%
|
|
(20.8
|
)%
|
|
Three Months Ended March 31,
|
||||||
|
(In Thousands)
|
||||||
|
2019
|
|
2018
|
||||
Operating activities
|
$
|
31,632
|
|
|
$
|
(365
|
)
|
Investing activities
|
(23,152
|
)
|
|
(17,098
|
)
|
||
Financing activities
|
(7,475
|
)
|
|
108,717
|
|
•
|
economic and operating conditions that are outside of our control, including the supply, demand, and prices of oil and natural gas;
|
•
|
the availability of adequate sources of capital to us;
|
•
|
our existing debt levels and our flexibility to obtain additional financing;
|
•
|
our ability to continue to make cash distributions, or increase cash distributions from current levels, after the establishment of reserves, payment of debt service and other contractual obligations;
|
•
|
the restrictions on our business that are imposed under our long-term debt agreements;
|
•
|
our dependence upon a limited number of customers and the activity levels of our customers;
|
•
|
the levels of competition we encounter;
|
•
|
our ability to replace our contracts with customers, which are generally short-term contracts;
|
•
|
the availability of raw materials and labor at reasonable prices;
|
•
|
risks related to acquisitions and our growth strategy;
|
•
|
our operational performance;
|
•
|
risks related to our foreign operations;
|
•
|
the credit and risk profile of TETRA;
|
•
|
the ability of our general partner to retain key personnel;
|
•
|
information technology risks including the risk from cyberattack;
|
•
|
the effect and results of litigation, regulatory matters, settlements, audits, assessments, and contingencies, and
|
•
|
other risks and uncertainties under “Item 1A. Risk Factors” in our
2018 Annual Report
, and as included in our other filings with the U.S. Securities and Exchange Commission ("SEC"), which are available free of charge on the SEC website at
www.sec.gov
.
|
Period
|
|
Total Number
of Units Purchased
|
|
Average
Price
Paid per Unit
|
|
Total Number of Units Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Units that May Yet be Purchased Under the Publicly Announced
Plans or Programs
|
|||
January 1 – January 31, 2019
|
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
N/A
|
February 1 – February 28, 2019
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
March 1 – March 31, 2019
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
Total
|
|
—
|
|
|
|
|
|
N/A
|
|
N/A
|
10.1*
|
|
10.2*
|
|
10.3*
|
|
10.4*
|
|
31.1*
|
|
31.2*
|
|
32.1**
|
|
32.2**
|
|
101.INS+
|
XBRL Instance Document
|
101.SCH+
|
XBRL Taxonomy Extension
Schema Document
|
101.CAL+
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF+
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB+
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE+
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed with this report.
|
**
|
Furnished with this report.
|
+
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the
three
month periods ended
March 31, 2019
and
2018
; (ii) Consolidated Statements of Comprehensive Income for the
three
month periods ended
March 31, 2019
and
2018
; (iii) Consolidated Balance Sheets as of
March 31, 2019
and
December 31, 2018
; (iv) Consolidated Statement of Partners’ Capital for the
three
month period ended
March 31, 2019
; (v) Consolidated Statements of Cash Flows for the
three
month periods ended
March 31, 2019
and
2018
; and (iv) Notes to Consolidated Financial Statements for the
three
months ended
March 31, 2019
.
|
|
|
CSI COMPRESSCO LP
|
|
|
|
By:
|
CSI Compressco GP Inc.,
|
|
|
|
its
General Partner
|
|
|
|
|
Date:
|
May 8, 2019
|
By:
|
/s/Owen Serjeant
|
|
|
|
Owen Serjeant, President
|
|
|
|
Principal Executive Officer
|
|
|
|
|
Date:
|
May 8, 2019
|
By:
|
/s/Elijio V. Serrano
|
|
|
|
Elijio V. Serrano
|
|
|
|
Chief Financial Officer
|
|
|
|
Principal Financial Officer
|
|
|
|
|
Date:
|
May 8, 2019
|
By:
|
/s/Michael E. Moscoso
|
|
|
|
Michael E. Moscoso
|
|
|
|
Vice President - Finance
|
|
|
|
Principal Accounting Officer
|
|
|
|
|
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