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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,
|
|
TX
|
77380
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
COMMON UNITS REPRESENTING LIMITED
PARTNERSHIP INTERESTS |
CCLP
|
NASDAQ
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☒
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☒
|
|
|
Emerging growth company
|
☐
|
CSI Compressco LP
|
|
Table of Contents
|
|
|
Page
|
PART I—FINANCIAL INFORMATION
|
|
|
|
|
|
PART II—OTHER INFORMATION
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||
Compression and related services
|
$
|
56,336
|
|
|
$
|
64,876
|
|
|
$
|
122,101
|
|
|
$
|
127,578
|
|
Aftermarket services
|
15,737
|
|
|
18,156
|
|
|
33,707
|
|
|
31,770
|
|
||||
Equipment sales
|
24,340
|
|
|
52,824
|
|
|
30,884
|
|
|
79,944
|
|
||||
Total revenues
|
96,413
|
|
|
135,856
|
|
|
186,692
|
|
|
239,292
|
|
||||
Cost of revenues (excluding depreciation and amortization expense):
|
|
|
|
|
|
|
|
|
|||||||
Cost of compression and related services
|
25,395
|
|
|
30,520
|
|
|
57,003
|
|
|
63,141
|
|
||||
Cost of aftermarket services
|
13,433
|
|
|
15,418
|
|
|
29,678
|
|
|
26,678
|
|
||||
Cost of equipment sales
|
24,415
|
|
|
47,412
|
|
|
31,115
|
|
|
71,631
|
|
||||
Total cost of revenues
|
63,243
|
|
|
93,350
|
|
|
117,796
|
|
|
161,450
|
|
||||
Depreciation and amortization
|
20,117
|
|
|
19,054
|
|
|
40,025
|
|
|
37,586
|
|
||||
Impairments and other charges
|
8,977
|
|
|
2,311
|
|
|
14,348
|
|
|
2,311
|
|
||||
Insurance recoveries
|
(517
|
)
|
|
—
|
|
|
(517
|
)
|
|
—
|
|
||||
Selling, general, and administrative expense
|
10,172
|
|
|
10,974
|
|
|
20,428
|
|
|
21,639
|
|
||||
Interest expense, net
|
13,580
|
|
|
13,045
|
|
|
26,749
|
|
|
26,344
|
|
||||
Series A Preferred fair value adjustment (income) expense
|
—
|
|
|
166
|
|
|
—
|
|
|
1,470
|
|
||||
Other (income) expense, net
|
4,403
|
|
|
607
|
|
|
4,843
|
|
|
226
|
|
||||
Loss before income tax provision
|
(23,562
|
)
|
|
(3,651
|
)
|
|
(36,980
|
)
|
|
(11,734
|
)
|
||||
Provision (benefit) for income taxes
|
1,016
|
|
|
(704
|
)
|
|
1,228
|
|
|
3,669
|
|
||||
Net loss
|
$
|
(24,578
|
)
|
|
$
|
(2,947
|
)
|
|
$
|
(38,208
|
)
|
|
$
|
(15,403
|
)
|
General partner interest in net loss
|
$
|
(345
|
)
|
|
$
|
(42
|
)
|
|
$
|
(537
|
)
|
|
$
|
(219
|
)
|
Common units interest in net loss
|
$
|
(24,233
|
)
|
|
$
|
(2,905
|
)
|
|
$
|
(37,671
|
)
|
|
$
|
(15,184
|
)
|
|
|
|
|
|
|
|
|
|
|||||||
Net loss per common unit:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.51
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.79
|
)
|
|
$
|
(0.32
|
)
|
Diluted
|
$
|
(0.51
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.79
|
)
|
|
$
|
(0.32
|
)
|
Weighted average common units outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
47,333,256
|
|
|
47,040,714
|
|
|
47,254,516
|
|
|
46,936,240
|
|
||||
Diluted
|
47,333,256
|
|
|
47,040,714
|
|
|
47,254,516
|
|
|
46,936,240
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net loss
|
$
|
(24,578
|
)
|
|
$
|
(2,947
|
)
|
|
$
|
(38,208
|
)
|
|
$
|
(15,403
|
)
|
Foreign currency translation adjustment, net of tax of $0 in 2020 and 2019
|
177
|
|
|
128
|
|
|
(176
|
)
|
|
400
|
|
||||
Comprehensive loss
|
$
|
(24,401
|
)
|
|
$
|
(2,819
|
)
|
|
$
|
(38,384
|
)
|
|
$
|
(15,003
|
)
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
|
(Unaudited)
|
|
|
|
|||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
6,757
|
|
|
$
|
2,370
|
|
Trade accounts receivable, net of allowances for doubtful accounts of $3,441 as of June 30, 2020 and $3,350 as of December 31, 2019
|
49,627
|
|
|
64,724
|
|
||
Inventories
|
40,192
|
|
|
56,037
|
|
||
Prepaid expenses and other current assets
|
6,336
|
|
|
4,162
|
|
||
Total current assets
|
102,912
|
|
|
127,293
|
|
||
Property, plant, and equipment:
|
|
|
|
|
|
||
Land and building
|
32,058
|
|
|
35,125
|
|
||
Compressors and equipment
|
992,573
|
|
|
976,469
|
|
||
Vehicles
|
8,127
|
|
|
9,205
|
|
||
Construction in progress
|
8,477
|
|
|
26,985
|
|
||
Total property, plant, and equipment
|
1,041,235
|
|
|
1,047,784
|
|
||
Less accumulated depreciation
|
(434,600
|
)
|
|
(405,417
|
)
|
||
Net property, plant, and equipment
|
606,635
|
|
|
642,367
|
|
||
Other assets:
|
|
|
|
|
|
||
Deferred tax asset
|
24
|
|
|
24
|
|
||
Intangible assets, net of accumulated amortization of $29,231 as of June 30, 2020 and $27,751 as of December 31, 2019
|
26,537
|
|
|
28,017
|
|
||
Operating lease right-of-use assets
|
29,936
|
|
|
21,006
|
|
||
Other assets
|
3,694
|
|
|
3,539
|
|
||
Total other assets
|
60,191
|
|
|
52,586
|
|
||
Total assets
|
$
|
769,738
|
|
|
$
|
822,246
|
|
LIABILITIES AND PARTNERS' CAPITAL
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
|
|||
Accounts payable
|
$
|
25,432
|
|
|
$
|
47,837
|
|
Unearned income
|
11,164
|
|
|
9,505
|
|
||
Accrued liabilities and other
|
37,590
|
|
|
42,581
|
|
||
Amounts payable to affiliates
|
13,074
|
|
|
7,704
|
|
||
Total current liabilities
|
87,260
|
|
|
107,627
|
|
||
Other liabilities:
|
|
|
|
|
|
||
Long-term debt, net
|
637,579
|
|
|
638,238
|
|
||
Deferred tax liabilities
|
1,390
|
|
|
1,211
|
|
||
Long-term affiliate payable
|
12,019
|
|
|
12,324
|
|
||
Operating lease liabilities
|
21,140
|
|
|
13,822
|
|
||
Other long-term liabilities
|
20
|
|
|
33
|
|
||
Total other liabilities
|
672,148
|
|
|
665,628
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Partners' capital:
|
|
|
|
|
|
||
General partner interest
|
(371
|
)
|
|
180
|
|
||
Common units (47,344,351 units issued and outstanding at June 30, 2020 and 47,078,529 units issued and outstanding at December 31, 2019)
|
25,450
|
|
|
63,384
|
|
||
Accumulated other comprehensive income (loss)
|
(14,749
|
)
|
|
(14,573
|
)
|
||
Total partners' capital
|
10,330
|
|
|
48,991
|
|
||
Total liabilities and partners' capital
|
$
|
769,738
|
|
|
$
|
822,246
|
|
|
Partners' Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Partners' Capital
|
|||||||||||||
|
|
|
||||||||||||||||
|
|
|
Limited Partners
|
|
|
|||||||||||||
|
General
Partner
|
|
Common
Unitholders
|
|
|
|||||||||||||
|
Amount
|
|
Units
|
|
Amount
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2019
|
$
|
180
|
|
|
47,079
|
|
|
$
|
63,384
|
|
|
$
|
(14,573
|
)
|
|
$
|
48,991
|
|
Net Loss
|
(192
|
)
|
|
—
|
|
|
(13,438
|
)
|
|
—
|
|
|
$
|
(13,630
|
)
|
|||
Distributions ($0.01 per unit)
|
(7
|
)
|
|
—
|
|
|
(471
|
)
|
|
—
|
|
|
$
|
(478
|
)
|
|||
Equity compensation
|
—
|
|
|
—
|
|
|
229
|
|
|
—
|
|
|
$
|
229
|
|
|||
Vesting of Phantom Units
|
—
|
|
|
213
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|||
Translation adjustment, net of taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
(353
|
)
|
|
$
|
(353
|
)
|
|||
Balance at March 31, 2020
|
$
|
(19
|
)
|
|
47,292
|
|
|
$
|
49,704
|
|
|
$
|
(14,926
|
)
|
|
$
|
34,759
|
|
Net Loss
|
$
|
(345
|
)
|
|
—
|
|
|
$
|
(24,233
|
)
|
|
$
|
—
|
|
|
$
|
(24,578
|
)
|
Distributions ($0.01 per unit)
|
(7
|
)
|
|
—
|
|
|
(473
|
)
|
|
—
|
|
|
(480
|
)
|
||||
Equity compensation
|
—
|
|
|
—
|
|
|
452
|
|
|
—
|
|
|
452
|
|
||||
Vesting of Phantom Units
|
—
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Translation adjustment, net of taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
177
|
|
|
177
|
|
||||
Balance at June 30, 2020
|
$
|
(371
|
)
|
|
47,344
|
|
|
$
|
25,450
|
|
|
$
|
(14,749
|
)
|
|
$
|
10,330
|
|
|
Partners' Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Partners' Capital
|
|||||||||||||
|
|
|
||||||||||||||||
|
|
|
Limited Partners
|
|
|
|||||||||||||
|
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, net
|
—
|
|
|
—
|
|
|
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
|
|
Net loss
|
(42
|
)
|
|
—
|
|
|
(2,905
|
)
|
|
—
|
|
|
(2,947
|
)
|
||||
Distributions ($0.01 per unit)
|
(7
|
)
|
|
—
|
|
|
(469
|
)
|
|
—
|
|
|
(476
|
)
|
||||
Equity compensation, net
|
—
|
|
|
—
|
|
|
568
|
|
|
—
|
|
|
568
|
|
||||
Vesting of Phantom Units
|
—
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Conversions of Series A Preferred
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Translation adjustment, net of taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
128
|
|
|
128
|
|
||||
Other
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
||||
Balance at June 30, 2019
|
$
|
273
|
|
|
47,065
|
|
|
$
|
69,708
|
|
|
$
|
(14,686
|
)
|
|
$
|
55,295
|
|
|
Six Months Ended
June 30, |
||||||
|
2020
|
|
2019
|
||||
Operating activities:
|
|
|
|
|
|
||
Net loss
|
$
|
(38,208
|
)
|
|
$
|
(15,403
|
)
|
Reconciliation of net loss to cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
40,025
|
|
|
37,586
|
|
||
Impairments and other charges
|
14,348
|
|
|
2,311
|
|
||
Provision for deferred income taxes
|
409
|
|
|
946
|
|
||
Insurance recoveries associated with damaged equipment
|
(517
|
)
|
|
—
|
|
||
Series A Preferred Unit distributions and adjustments
|
—
|
|
|
3,600
|
|
||
Equity compensation expense
|
812
|
|
|
955
|
|
||
Provision for doubtful accounts
|
593
|
|
|
272
|
|
||
Amortization of deferred financing costs
|
1,356
|
|
|
1,180
|
|
||
Equipment received in lieu of cash
|
725
|
|
|
—
|
|
||
Debt exchange expenses
|
4,755
|
|
|
—
|
|
||
Other non-cash charges and credits
|
(157
|
)
|
|
374
|
|
||
(Gain) loss on sale of property, plant, and equipment
|
(443
|
)
|
|
(262
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|||
Accounts receivable
|
13,903
|
|
|
(5,254
|
)
|
||
Inventories
|
7,817
|
|
|
(5,378
|
)
|
||
Prepaid expenses and other current assets
|
(2,267
|
)
|
|
491
|
|
||
Accounts payable and accrued expenses
|
(24,566
|
)
|
|
19,942
|
|
||
Other
|
(405
|
)
|
|
(1,018
|
)
|
||
Net cash provided by operating activities
|
18,180
|
|
|
40,342
|
|
||
Investing activities:
|
|
|
|
|
|||
Purchases of property, plant, and equipment, net
|
(11,249
|
)
|
|
(40,064
|
)
|
||
Proceeds from sale of property, plant, and equipment
|
3,641
|
|
|
478
|
|
||
Insurance recoveries associated with damaged equipment
|
517
|
|
|
—
|
|
||
Net cash used in investing activities
|
(7,091
|
)
|
|
(39,586
|
)
|
||
Financing activities:
|
|
|
|
|
|||
Proceeds from long-term debt
|
271,831
|
|
|
—
|
|
||
Payments of long-term debt
|
(273,853
|
)
|
|
(67
|
)
|
||
Cash redemptions of Preferred Units
|
—
|
|
|
(22,452
|
)
|
||
Distributions
|
(958
|
)
|
|
(952
|
)
|
||
Other financing activities
|
(2,207
|
)
|
|
—
|
|
||
Payments to affiliate
|
(1,507
|
)
|
|
—
|
|
||
Advances from affiliate
|
—
|
|
|
11,142
|
|
||
Net cash used in financing activities
|
(6,694
|
)
|
|
(12,329
|
)
|
||
Effect of exchange rate changes on cash
|
(8
|
)
|
|
11
|
|
||
Increase (decrease) in cash and cash equivalents
|
4,387
|
|
|
(11,562
|
)
|
||
Cash and cash equivalents at beginning of period
|
2,370
|
|
|
15,858
|
|
||
Cash and cash equivalents at end of period
|
$
|
6,757
|
|
|
$
|
4,296
|
|
Supplemental cash flow information:
|
|
|
|
|
|||
Interest paid
|
$
|
29,083
|
|
|
$
|
23,852
|
|
Income taxes paid
|
$
|
644
|
|
|
$
|
1,958
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||
|
(In Thousands)
|
||||||||||||||||||||||
Compression service contracts remaining performance obligations
|
$
|
35,385
|
|
|
$
|
12,735
|
|
|
$
|
1,807
|
|
|
$
|
62
|
|
|
$
|
46
|
|
|
$
|
50,035
|
|
|
Six Months Ended
June 30, |
||||||
|
2020
|
|
2019
|
||||
|
(In Thousands)
|
||||||
Unearned income, beginning of period
|
$
|
9,505
|
|
|
$
|
24,898
|
|
Additional unearned income
|
31,619
|
|
|
83,640
|
|
||
Revenue recognized
|
(29,960
|
)
|
|
(77,708
|
)
|
||
Unearned income, end of period
|
$
|
11,164
|
|
|
$
|
30,830
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In Thousands)
|
||||||||||||||
Compression and related services
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
49,084
|
|
|
$
|
55,620
|
|
|
$
|
106,359
|
|
|
$
|
109,637
|
|
International
|
7,252
|
|
|
9,256
|
|
|
15,742
|
|
|
17,941
|
|
||||
|
56,336
|
|
|
64,876
|
|
|
122,101
|
|
|
127,578
|
|
||||
Aftermarket services
|
|
|
|
|
|
|
|
||||||||
U.S.
|
15,427
|
|
|
17,745
|
|
|
32,712
|
|
|
31,076
|
|
||||
International
|
310
|
|
|
411
|
|
|
995
|
|
|
694
|
|
||||
|
15,737
|
|
|
18,156
|
|
|
33,707
|
|
|
31,770
|
|
||||
Equipment sales
|
|
|
|
|
|
|
|
||||||||
U.S.
|
24,073
|
|
|
52,757
|
|
|
30,111
|
|
|
78,924
|
|
||||
International
|
267
|
|
|
67
|
|
|
773
|
|
|
1,020
|
|
||||
|
24,340
|
|
|
52,824
|
|
|
30,884
|
|
|
79,944
|
|
||||
Total Revenue
|
|
|
|
|
|
|
|
||||||||
U.S.
|
88,584
|
|
|
126,122
|
|
|
169,182
|
|
|
219,637
|
|
||||
International
|
7,829
|
|
|
9,734
|
|
|
17,510
|
|
|
19,655
|
|
||||
|
$
|
96,413
|
|
|
$
|
135,856
|
|
|
$
|
186,692
|
|
|
$
|
239,292
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
(In Thousands)
|
||||||
Parts and supplies
|
$
|
30,270
|
|
|
$
|
42,814
|
|
Work in progress
|
9,922
|
|
|
13,223
|
|
||
Total inventories
|
$
|
40,192
|
|
|
$
|
56,037
|
|
|
Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
|
(In Thousands)
|
||||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
||||
Operating cash flows - operating leases
|
$
|
4,816
|
|
|
$
|
2,285
|
|
|
|
|
|
||||
Right-of-use assets obtained in exchange for lease obligations:
|
|
|
|
||||
Operating leases
|
$
|
12,471
|
|
|
$
|
2,663
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
(In Thousands)
|
|
|
||||
Operating leases:
|
|
|
|
||||
Operating right-of-use asset
|
$
|
29,936
|
|
|
$
|
21,006
|
|
|
|
|
|
||||
Accrued liabilities and other
|
$
|
8,216
|
|
|
$
|
6,706
|
|
Operating lease liabilities
|
21,140
|
|
|
13,822
|
|
||
Total operating lease liabilities
|
$
|
29,356
|
|
|
$
|
20,528
|
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||
Weighted average remaining lease term:
|
|
|
|
||
Operating leases
|
5.17 Years
|
|
|
4.51 Years
|
|
|
|
|
|
||
Weighted average discount rate:
|
|
|
|
||
Operating leases
|
9.90
|
%
|
|
8.73
|
%
|
|
Operating Leases
|
||
|
(In Thousands)
|
||
|
|
||
Remainder of 2019
|
$
|
5,192
|
|
2020
|
8,768
|
|
|
2021
|
6,575
|
|
|
2022
|
4,322
|
|
|
2023
|
4,250
|
|
|
Thereafter
|
8,819
|
|
|
Total lease payments
|
37,926
|
|
|
Less imputed interest
|
(8,570
|
)
|
|
Total lease liabilities
|
$
|
29,356
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
|
Scheduled Maturity
|
|
(In Thousands)
|
||||||
Credit Agreement (presented net of the unamortized deferred financing costs of $0.7 million as of June 30, 2020 and $0.9 million as of December 31, 2019)
|
|
June 2023
|
|
$
|
746
|
|
|
$
|
2,622
|
|
7.25% Senior Notes (presented net of the unamortized discount of $0.4 million as of June 30, 2020 and $1.7 million as of December 31, 2019 and unamortized deferred financing costs of $0.6 million as of June 30, 2020 and $2.8 million as of December 31, 2019)
|
|
August 2022
|
|
79,745
|
|
|
291,444
|
|
||
7.50% First Lien Notes (presented net of the unamortized deferred financing costs of $5.7 million as of June 30, 2020 and $5.8 million as of December 31, 2019, net of the unamortized discount of $0.2 million as of June 30, 2020, and net of deferred restructuring gain of $5.6 million as of June 30, 2020)
|
|
April 2025
|
|
399,613
|
|
|
344,172
|
|
||
10.00%/10.75% Second Lien Notes (presented net of the unamortized discount of $0.8 million as of June 30, 2020, and net of unamortized deferred financing costs of $1.3 million as of June 30, 2020, and net of deferred restructuring gain of $4 million as of June 30, 2020)
|
|
April 2026
|
|
157,475
|
|
|
—
|
|
||
|
|
|
|
637,579
|
|
|
638,238
|
|
||
Less current portion
|
|
|
|
—
|
|
|
—
|
|
||
Total long-term debt
|
|
|
|
$
|
637,579
|
|
|
$
|
638,238
|
|
|
|
US Dollar Notional Amount
|
|
Traded Exchange Rate
|
|
Settlement Date
|
||
|
|
(In Thousands)
|
|
|
|
|
||
Forward sale Mexican peso
|
|
$
|
5,292
|
|
|
22.58
|
|
7/2/2020
|
Foreign currency derivative contracts
|
|
Balance Sheet
|
|
Fair Value at
|
||||||
|
Location
|
|
June 30, 2020
|
|
December 31, 2019
|
|||||
|
|
|
|
(In Thousands)
|
||||||
Forward sale contracts
|
|
Current assets
|
|
$
|
95
|
|
|
$
|
—
|
|
Forward sale contracts
|
|
Current liabilities
|
|
—
|
|
|
(53
|
)
|
||
Net asset (liability)
|
|
|
|
$
|
95
|
|
|
$
|
(53
|
)
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
Description
|
Total as of
June 30, 2020 |
|
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)
|
||||||||||||||
Midland manufacturing facility and related assets
|
$
|
19,646
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,646
|
|
Non-core used compressor equipment held for sale
|
$
|
2,600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,600
|
|
Asset for foreign currency derivative contracts
|
$
|
95
|
|
|
$
|
—
|
|
|
$
|
95
|
|
|
$
|
—
|
|
|
$
|
22,341
|
|
|
|
|
|
|
|
|
|
|
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, 2019 |
|
|
|
||||||||
|
(In Thousands)
|
|||||||||||
Liability for foreign currency derivative contracts
|
(53
|
)
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
|
$
|
(53
|
)
|
|
|
|
|
|
|
•
|
assess our ability to generate available cash sufficient to make distributions to our common unitholders and general partner;
|
•
|
evaluate the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis;
|
•
|
measure operating performance and return on capital as compared to those of our competitors; and
|
•
|
determine our ability to incur and service debt and fund capital expenditures.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In Thousands)
|
||||||||||||||
Net loss
|
$
|
(24,578
|
)
|
|
$
|
(2,947
|
)
|
|
$
|
(38,208
|
)
|
|
$
|
(15,403
|
)
|
Provision (benefit) for income taxes
|
1,016
|
|
|
(704
|
)
|
|
1,228
|
|
|
3,669
|
|
||||
Depreciation and amortization
|
20,117
|
|
|
19,054
|
|
|
40,025
|
|
|
37,586
|
|
||||
Impairments and other charges
|
8,977
|
|
|
2,464
|
|
|
14,348
|
|
|
2,464
|
|
||||
Interest expense, net
|
13,580
|
|
|
13,045
|
|
|
26,749
|
|
|
26,344
|
|
||||
Equity compensation
|
488
|
|
|
590
|
|
|
812
|
|
|
955
|
|
||||
Series A Preferred redemption premium
|
—
|
|
|
621
|
|
|
—
|
|
|
1,069
|
|
||||
Series A Preferred fair value adjustments
|
—
|
|
|
166
|
|
|
—
|
|
|
1,470
|
|
||||
Debt exchange expenses
|
4,755
|
|
|
|
|
4,755
|
|
|
|
||||||
Severance
|
1,084
|
|
|
—
|
|
|
1,356
|
|
|
—
|
|
||||
Non-cash cost of compressors sold
|
631
|
|
|
98
|
|
|
2,440
|
|
|
1,038
|
|
||||
Other
|
977
|
|
|
376
|
|
|
1,304
|
|
|
376
|
|
||||
Adjusted EBITDA
|
$
|
27,047
|
|
|
$
|
32,763
|
|
|
$
|
54,809
|
|
|
$
|
59,568
|
|
|
Six Months Ended
June 30, |
||||||
|
2020
|
|
2019
|
||||
|
(In Thousands)
|
||||||
Net cash provided by operating activities
|
$
|
18,180
|
|
|
$
|
40,342
|
|
Changes in current assets and current liabilities
|
5,518
|
|
|
(8,783
|
)
|
||
Deferred income taxes
|
(409
|
)
|
|
(946
|
)
|
||
Other non-cash charges
|
(2,074
|
)
|
|
(1,411
|
)
|
||
Interest expense, net
|
26,749
|
|
|
26,344
|
|
||
Series A Preferred accrued paid in kind distributions
|
—
|
|
|
(1,061
|
)
|
||
Insurance recoveries
|
517
|
|
|
|
|||
Provision for income taxes
|
1,228
|
|
|
3,669
|
|
||
Severance
|
1,356
|
|
|
—
|
|
||
Non-cash cost of compressors sold
|
2,440
|
|
|
1,038
|
|
||
Other
|
1,304
|
|
|
376
|
|
||
Adjusted EBITDA
|
$
|
54,809
|
|
|
$
|
59,568
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In Thousands)
|
|
(In Thousands)
|
||||||||||||
Net cash provided by operating activities
|
$
|
4,823
|
|
|
$
|
8,710
|
|
|
$
|
18,180
|
|
|
$
|
40,342
|
|
Capital expenditures, net of sales proceeds
|
(1,125
|
)
|
|
(16,434
|
)
|
|
(7,608
|
)
|
|
(39,586
|
)
|
||||
Free cash flow
|
$
|
3,698
|
|
|
$
|
(7,724
|
)
|
|
$
|
10,572
|
|
|
$
|
756
|
|
|
June 30,
|
||||
|
2020
|
|
2019
|
||
Horsepower
|
|
|
|
||
Total horsepower in fleet
|
1,178,721
|
|
|
1,155,440
|
|
Total horsepower in service
|
967,505
|
|
|
1,029,045
|
|
Total horsepower utilization rate
|
82.1
|
%
|
|
89.1
|
%
|
|
Six Months Ended June 30,
|
|||||||||||||||||||
|
|
|
|
|
Period-to-Period Change
|
|
Percentage of Total Revenues
|
Period-to-Period Change
|
||||||||||||
Consolidated Results of Operations
|
2020
|
|
2019
|
|
2020 vs. 2019
|
|
2020
|
|
2019
|
|
2020 vs. 2019
|
|||||||||
|
(In Thousands)
|
|
|
|
|
|
|
|||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Compression and related services
|
$
|
122,101
|
|
|
$
|
127,578
|
|
|
$
|
(5,477
|
)
|
|
65.4
|
%
|
|
53.3
|
%
|
|
(4.3
|
)%
|
Aftermarket services
|
33,707
|
|
|
31,770
|
|
|
1,937
|
|
|
18.1
|
%
|
|
13.3
|
%
|
|
6.1
|
%
|
|||
Equipment sales
|
30,884
|
|
|
79,944
|
|
|
(49,060
|
)
|
|
16.5
|
%
|
|
33.4
|
%
|
|
(61.4
|
)%
|
|||
Total revenues
|
186,693
|
|
|
239,292
|
|
|
(52,600
|
)
|
|
100.0
|
%
|
|
100.0
|
%
|
|
(22.0
|
)%
|
|||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of compression and related services
|
57,003
|
|
|
63,141
|
|
|
(6,138
|
)
|
|
30.5
|
%
|
|
26.4
|
%
|
|
(9.7
|
)%
|
|||
Cost of aftermarket services
|
29,678
|
|
|
26,678
|
|
|
3,000
|
|
|
15.9
|
%
|
|
11.1
|
%
|
|
11.2
|
%
|
|||
Cost of equipment sales
|
31,115
|
|
|
71,631
|
|
|
(40,516
|
)
|
|
16.7
|
%
|
|
29.9
|
%
|
|
(56.6
|
)%
|
|||
Total cost of revenues
|
117,796
|
|
|
161,450
|
|
|
(43,654
|
)
|
|
63.1
|
%
|
|
67.5
|
%
|
|
(27.0
|
)%
|
|||
Depreciation and amortization
|
40,025
|
|
|
37,586
|
|
|
2,439
|
|
|
21.4
|
%
|
|
15.7
|
%
|
|
6.5
|
%
|
|||
Impairments and other charges
|
14,348
|
|
|
2,311
|
|
|
12,037
|
|
|
7.7
|
%
|
|
1.0
|
%
|
|
520.9
|
%
|
|||
Insurance recoveries
|
(517
|
)
|
|
—
|
|
|
(517
|
)
|
|
(0.3
|
)%
|
|
—
|
%
|
|
100.0
|
%
|
|||
Selling, general, and administrative expense
|
20,428
|
|
|
21,639
|
|
|
(1,211
|
)
|
|
10.9
|
%
|
|
9.0
|
%
|
|
(5.6
|
)%
|
|||
Interest expense, net
|
26,749
|
|
|
26,344
|
|
|
405
|
|
|
14.3
|
%
|
|
11.0
|
%
|
|
1.5
|
%
|
|||
Series A Preferred fair value adjustment (income) expense
|
—
|
|
|
1,470
|
|
|
(1,470
|
)
|
|
—
|
%
|
|
0.6
|
%
|
|
(100.0
|
)%
|
|||
Other (income) expense, net
|
4,843
|
|
|
226
|
|
|
4,617
|
|
|
2.6
|
%
|
|
0.1
|
%
|
|
2,042.9
|
%
|
|||
Loss before income taxes
|
(36,980
|
)
|
|
(11,734
|
)
|
|
(25,246
|
)
|
|
(19.8
|
)%
|
|
(4.9
|
)%
|
|
215.2
|
%
|
|||
Provision for income taxes
|
1,228
|
|
|
3,669
|
|
|
(2,441
|
)
|
|
0.7
|
%
|
|
1.5
|
%
|
|
(66.5
|
)%
|
|||
Net loss
|
$
|
(38,208
|
)
|
|
$
|
(15,403
|
)
|
|
$
|
(22,805
|
)
|
|
(20.5
|
)%
|
|
(6.4
|
)%
|
|
148.1
|
%
|
|
Six Months Ended June 30,
|
||||||
|
(In Thousands)
|
||||||
|
2020
|
|
2019
|
||||
Operating activities
|
$
|
18,180
|
|
|
$
|
40,342
|
|
Investing activities
|
(7,091
|
)
|
|
(39,586
|
)
|
||
Financing activities
|
(6,694
|
)
|
|
(12,329
|
)
|
|
|
Payments Due
|
||||||||||||||||||||||||||
|
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
|
|
(In Thousands)
|
||||||||||||||||||||||||||
Long-term debt
|
|
$
|
637,728
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
80,722
|
|
|
$
|
1,477
|
|
|
$
|
—
|
|
|
$
|
555,529
|
|
Interest on debt
|
|
$
|
244,842
|
|
|
$
|
25,741
|
|
|
$
|
51,483
|
|
|
$
|
49,532
|
|
|
$
|
45,592
|
|
|
$
|
45,553
|
|
|
$
|
26,941
|
|
Operating leases
|
|
$
|
37,926
|
|
|
5,192
|
|
|
8,768
|
|
|
6,575
|
|
|
4,322
|
|
|
4,250
|
|
|
8,819
|
|
||||||
Affiliate financing obligation
|
|
$
|
12,865
|
|
|
1,508
|
|
|
3,015
|
|
|
3,015
|
|
|
3,015
|
|
|
2,312
|
|
|
—
|
|
||||||
Total contractual cash obligations
|
|
$
|
933,361
|
|
|
$
|
32,441
|
|
|
$
|
63,266
|
|
|
$
|
139,844
|
|
|
$
|
54,406
|
|
|
$
|
52,115
|
|
|
$
|
591,289
|
|
•
|
demand for our products and services is declining as our customers continue to revise their budgets downward and adjust their operations in response to lower oil and gas prices;
|
•
|
actions undertaken by national, state and local governments and health officials to contain COVID-19 or treat its effects. In response to various governmental directives, at points we have required most office-based employees, including most employees based at our headquarters in The Woodlands, Texas, to work remotely. We may experience reductions in productivity and disruptions to our business routines while work-from-home arrangements remain in place;
|
•
|
We could encounter logistical complications and increased costs adapting our disclosure controls and procedures and our internal control over financial reporting in a changing environment that includes work-from-home arrangements and furloughs. In the future we may encounter operational challenges or disruptions stemming from the pandemic that require us to implement new or enhanced internal controls to mitigate the risks of operating in a remote environment or increased risks of material misstatements resulting from changes to the business and other uncertainties;
|
•
|
restrictions on importing and exporting products;
|
•
|
claims from customers and suppliers that their non-performance under our contracts is permitted as a result of force majeure or other reasons;
|
•
|
impacts related to late customer payments and contractual defaults associated with customer and supplier bankruptcies;
|
•
|
a credit rating downgrade of our corporate debt and potentially higher borrowing costs in the future;
|
•
|
cybersecurity issues, as our network may become more vulnerable to cyberattacks due to increased remote access associated with work-from-home arrangements;
|
•
|
increased costs associated with possible facility closures to meet expected customer activity levels; and
|
•
|
we may be required to record significant impairment charges with respect to assets, whose fair values may be negatively affected by the effects of the COVID-19 pandemic on our operations. Also, we may be required to write off obsolete inventory, and such charges may be significant.
|
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
|
|||
April 1 – April 30, 2020
|
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
N/A
|
May 1 – May 31, 2020
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
June 1 – June 30, 2020
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
Total
|
|
—
|
|
|
|
|
|
N/A
|
|
N/A
|
4.1
|
|
4.2
|
|
4.3
|
|
4.4
|
|
10.1
|
|
10.2
|
|
31.1*
|
|
31.2*
|
|
32.1**
|
|
32.2**
|
|
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
|
104*
|
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 six month periods ended June 30, 2020 and 2019; (ii) Consolidated Statements of Comprehensive Income for the three and six month periods ended June 30, 2020 and 2019; (iii) Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019; (iv) Consolidated Statement of Partners’ Capital for the six month period ended June 30, 2020; (v) Consolidated Statements of Cash Flows for the six month periods ended June 30, 2020 and 2019; and (iv) Notes to Consolidated Financial Statements for the six months ended June 30, 2020.
|
|
|
CSI COMPRESSCO LP
|
|
|
|
By:
|
CSI Compressco GP Inc.,
|
|
|
|
its General Partner
|
|
|
|
|
Date:
|
August 3, 2020
|
By:
|
/s/Brady M. Murphy
|
|
|
|
Brady M. Murphy
|
|
|
|
President
|
|
|
|
Principal Executive Officer
|
|
|
|
|
Date:
|
August 3, 2020
|
By:
|
/s/Elijio V. Serrano
|
|
|
|
Elijio V. Serrano
|
|
|
|
Chief Financial Officer
|
|
|
|
Principal Financial Officer
|
|
|
|
|
Date:
|
August 3, 2020
|
By:
|
/s/Michael E. Moscoso
|
|
|
|
Michael E. Moscoso
|
|
|
|
Vice President - Finance
|
|
|
|
Principal Accounting Officer
|
|
|
|
|
1 Year CSI Compressco Chart |
1 Month CSI Compressco Chart |
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