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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Archrock Inc | NYSE:AROC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.25 | -1.27% | 19.48 | 20.00 | 19.49 | 19.86 | 1,259,726 | 01:00:00 |
|
Delaware
|
|
74-3204509
|
(State or Other Jurisdiction of
|
|
(I.R.S. Employer
|
Incorporation or Organization)
|
|
Identification No.)
|
|
|
|
16666 Northchase Drive
|
|
|
Houston, Texas
|
|
77060
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
Page
|
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
ASSETS
|
|
|
|
||||
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
10,807
|
|
|
$
|
3,134
|
|
Accounts receivable, net of allowance of $1,680 and $1,864, respectively
|
101,251
|
|
|
111,746
|
|
||
Inventory
|
95,060
|
|
|
93,801
|
|
||
Other current assets
|
4,839
|
|
|
6,081
|
|
||
Current assets associated with discontinued operations
|
254
|
|
|
923
|
|
||
Total current assets
|
212,211
|
|
|
215,685
|
|
||
Property, plant and equipment, net
|
2,076,409
|
|
|
2,079,099
|
|
||
Intangible assets, net
|
82,139
|
|
|
86,697
|
|
||
Other long-term assets
|
26,422
|
|
|
13,224
|
|
||
Long-term assets associated with discontinued operations
|
19,564
|
|
|
20,074
|
|
||
Total assets
|
$
|
2,416,745
|
|
|
$
|
2,414,779
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable, trade
|
$
|
56,086
|
|
|
$
|
32,529
|
|
Accrued liabilities
|
65,645
|
|
|
69,639
|
|
||
Deferred revenue
|
3,458
|
|
|
3,451
|
|
||
Current liabilities associated with discontinued operations
|
297
|
|
|
909
|
|
||
Total current liabilities
|
125,486
|
|
|
106,528
|
|
||
Long-term debt
|
1,436,357
|
|
|
1,441,724
|
|
||
Deferred income taxes
|
155,035
|
|
|
167,114
|
|
||
Other long-term liabilities
|
17,994
|
|
|
7,910
|
|
||
Long-term liabilities associated with discontinued operations
|
6,575
|
|
|
6,575
|
|
||
Total liabilities
|
1,741,447
|
|
|
1,729,851
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
||
Preferred stock, $0.01 par value per share; 50,000,000 shares authorized; zero issued
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value per share; 250,000,000 shares authorized; 76,759,965 and 76,162,279 shares issued, respectively
|
768
|
|
|
762
|
|
||
Additional paid-in capital
|
3,044,043
|
|
|
3,021,040
|
|
||
Accumulated other comprehensive loss
|
(1,129
|
)
|
|
(1,678
|
)
|
||
Accumulated deficit
|
(2,246,276
|
)
|
|
(2,227,214
|
)
|
||
Treasury stock — 5,779,998 and 5,626,074 common shares, at cost, respectively
|
(76,124
|
)
|
|
(73,944
|
)
|
||
Total
Archrock
stockholders’ equity
|
721,282
|
|
|
718,966
|
|
||
Noncontrolling interest
|
(45,984
|
)
|
|
(34,038
|
)
|
||
Total equity
|
675,298
|
|
|
684,928
|
|
||
Total liabilities and equity
|
$
|
2,416,745
|
|
|
$
|
2,414,779
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Revenues:
|
|
|
|
||||
Contract operations
|
$
|
149,984
|
|
|
$
|
176,239
|
|
Aftermarket services
|
39,901
|
|
|
37,056
|
|
||
|
189,885
|
|
|
213,295
|
|
||
Costs and expenses:
|
|
|
|
||||
Cost of sales (excluding depreciation and amortization expense):
|
|
|
|
||||
Contract operations
|
64,097
|
|
|
68,179
|
|
||
Aftermarket services
|
33,732
|
|
|
30,362
|
|
||
Selling, general and administrative
|
27,553
|
|
|
34,651
|
|
||
Depreciation and amortization
|
47,772
|
|
|
53,927
|
|
||
Long-lived asset impairment
|
8,245
|
|
|
9,860
|
|
||
Restatement and other charges
|
801
|
|
|
—
|
|
||
Restructuring and other charges
|
457
|
|
|
8,065
|
|
||
Interest expense
|
21,421
|
|
|
20,300
|
|
||
Debt extinguishment costs
|
291
|
|
|
—
|
|
||
Other income, net
|
(794
|
)
|
|
(1,989
|
)
|
||
|
203,575
|
|
|
223,355
|
|
||
Loss before income taxes
|
(13,690
|
)
|
|
(10,060
|
)
|
||
Provision for (benefit from) income taxes
|
323
|
|
|
(3,334
|
)
|
||
Net loss
|
(14,013
|
)
|
|
(6,726
|
)
|
||
Less: Net loss attributable to the noncontrolling interest
|
2,328
|
|
|
4,907
|
|
||
Net loss attributable to Archrock stockholders
|
$
|
(11,685
|
)
|
|
$
|
(1,819
|
)
|
|
|
|
|
||||
Basic loss per common share:
|
|
|
|
||||
Net loss attributable to
Archrock
common stockholders
|
$
|
(0.17
|
)
|
|
$
|
(0.03
|
)
|
|
|
|
|
||||
Diluted loss per common share:
|
|
|
|
||||
Net loss attributable to
Archrock
common stockholders
|
$
|
(0.17
|
)
|
|
$
|
(0.03
|
)
|
|
|
|
|
||||
Weighted average common shares outstanding used in loss per common share:
|
|
|
|
||||
Basic
|
69,404
|
|
|
68,833
|
|
||
Diluted
|
69,404
|
|
|
68,833
|
|
||
|
|
|
|
||||
Dividends declared and paid per common share
|
$
|
0.1200
|
|
|
$
|
0.1875
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Net loss
|
$
|
(14,013
|
)
|
|
$
|
(6,726
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Derivative gain (loss), net of reclassifications to earnings
|
1,416
|
|
|
(4,237
|
)
|
||
Adjustments from changes in ownership of Partnership
|
—
|
|
|
(6
|
)
|
||
Amortization of terminated interest rate swaps
|
24
|
|
|
52
|
|
||
Total other comprehensive income (loss)
|
1,440
|
|
|
(4,191
|
)
|
||
Comprehensive loss
|
(12,573
|
)
|
|
(10,917
|
)
|
||
Less: Comprehensive loss attributable to the noncontrolling interest
|
1,437
|
|
|
7,693
|
|
||
Comprehensive loss attributable to Archrock stockholders
|
$
|
(11,136
|
)
|
|
$
|
(3,224
|
)
|
|
Archrock, Inc. Stockholders
|
|
|
|
|
||||||||||||||||||||||
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Accumulated
Deficit
|
|
Noncontrolling
Interest
|
|
Total
|
||||||||||||||
Balance, January 1, 2016
|
$
|
750
|
|
|
$
|
2,944,897
|
|
|
$
|
(1,570
|
)
|
|
$
|
(72,429
|
)
|
|
$
|
(2,137,738
|
)
|
|
$
|
53,349
|
|
|
$
|
787,259
|
|
Treasury stock purchased
|
|
|
|
|
|
|
|
|
|
(739
|
)
|
|
|
|
|
|
|
|
(739
|
)
|
|||||||
Cash dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,052
|
)
|
|
|
|
|
(13,052
|
)
|
|||||||
Stock-based compensation, net of forfeitures
|
12
|
|
|
3,113
|
|
|
|
|
|
|
|
|
|
|
|
406
|
|
|
3,531
|
|
|||||||
Income tax expense from stock-based compensation expense
|
|
|
|
(1,062
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,062
|
)
|
|||||||
Contribution from Exterran Corporation
|
|
|
|
5,153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,153
|
|
|||||||
Partnership units issued in March 2016 Acquisition
|
|
|
|
600
|
|
|
|
|
|
|
|
|
|
|
|
884
|
|
|
1,484
|
|
|||||||
Cash distribution to noncontrolling unitholders of the Partnership
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,737
|
)
|
|
(20,737
|
)
|
|||||||
Comprehensive loss
|
|
|
|
|
|
|
(1,405
|
)
|
|
|
|
|
(1,819
|
)
|
|
(7,693
|
)
|
|
(10,917
|
)
|
|||||||
Balance, March 31, 2016
|
$
|
762
|
|
|
$
|
2,952,701
|
|
|
$
|
(2,975
|
)
|
|
$
|
(73,168
|
)
|
|
$
|
(2,152,609
|
)
|
|
$
|
26,209
|
|
|
$
|
750,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, January 1, 2017
|
$
|
762
|
|
|
$
|
3,021,040
|
|
|
$
|
(1,678
|
)
|
|
$
|
(73,944
|
)
|
|
$
|
(2,227,214
|
)
|
|
$
|
(34,038
|
)
|
|
$
|
684,928
|
|
Treasury stock purchased
|
|
|
|
|
|
|
|
|
|
(2,180
|
)
|
|
|
|
|
|
|
|
(2,180
|
)
|
|||||||
Cash dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,458
|
)
|
|
|
|
|
(8,458
|
)
|
|||||||
Stock-based compensation, net of forfeitures
|
5
|
|
|
2,147
|
|
|
|
|
|
|
|
|
|
|
|
(63
|
)
|
|
2,089
|
|
|||||||
Stock options exercised
|
1
|
|
|
938
|
|
|
|
|
|
|
|
|
|
|
939
|
|
|||||||||||
Contribution from Exterran Corporation
|
|
|
|
19,709
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,709
|
|
|||||||
Cash distribution to noncontrolling unitholders of the Partnership
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,446
|
)
|
|
(10,446
|
)
|
|||||||
Impact of adoption of Accounting Standards Update (ASU) 2016-09
|
|
|
209
|
|
|
|
|
|
|
1,081
|
|
|
|
|
1,290
|
|
|||||||||||
Comprehensive income (loss)
|
|
|
|
|
|
|
549
|
|
|
|
|
|
(11,685
|
)
|
|
(1,437
|
)
|
|
(12,573
|
)
|
|||||||
Balance, March 31, 2017
|
$
|
768
|
|
|
$
|
3,044,043
|
|
|
$
|
(1,129
|
)
|
|
$
|
(76,124
|
)
|
|
$
|
(2,246,276
|
)
|
|
$
|
(45,984
|
)
|
|
$
|
675,298
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(14,013
|
)
|
|
$
|
(6,726
|
)
|
Adjustments to reconcile net loss to cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
47,772
|
|
|
53,927
|
|
||
Long-lived asset impairment
|
8,245
|
|
|
9,860
|
|
||
Amortization of deferred financing costs
|
2,170
|
|
|
1,105
|
|
||
Amortization of debt discount
|
319
|
|
|
304
|
|
||
Debt extinguishment costs
|
291
|
|
|
—
|
|
||
Provision for doubtful accounts
|
369
|
|
|
1,378
|
|
||
Gain on sale of property, plant and equipment
|
(757
|
)
|
|
(443
|
)
|
||
Loss on non-cash consideration in March 2016 Acquisition
|
—
|
|
|
635
|
|
||
Amortization of terminated interest rate swaps
|
37
|
|
|
80
|
|
||
Interest rate swaps
|
505
|
|
|
323
|
|
||
Stock-based compensation expense
|
2,153
|
|
|
3,288
|
|
||
Non-cash restructuring charges
|
457
|
|
|
3,181
|
|
||
Deferred income tax provision
|
174
|
|
|
(3,685
|
)
|
||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
||||
Accounts receivable and notes
|
10,125
|
|
|
13,508
|
|
||
Inventory
|
(1,524
|
)
|
|
3,595
|
|
||
Other current assets
|
145
|
|
|
1,823
|
|
||
Accounts payable and other liabilities
|
(1,575
|
)
|
|
(10,110
|
)
|
||
Deferred revenue
|
72
|
|
|
(288
|
)
|
||
Other
|
(223
|
)
|
|
(252
|
)
|
||
Net cash provided by continuing operations
|
54,742
|
|
|
71,503
|
|
||
Net cash provided by (used in) discontinued operations
|
45
|
|
|
(164
|
)
|
||
Net cash provided by operating activities
|
54,787
|
|
|
71,339
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(30,915
|
)
|
|
(50,600
|
)
|
||
Proceeds from sale of property, plant and equipment
|
5,766
|
|
|
4,177
|
|
||
Payment for March 2016 Acquisition
|
—
|
|
|
(13,779
|
)
|
||
Net cash used in investing activities
|
(25,149
|
)
|
|
(60,202
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from borrowings of long-term debt
|
810,500
|
|
|
103,500
|
|
||
Repayments of long-term debt
|
(817,000
|
)
|
|
(81,000
|
)
|
||
Payments for debt issuance costs
|
(14,459
|
)
|
|
(222
|
)
|
||
Payments for settlement of interest rate swaps that include financing elements
|
(581
|
)
|
|
(812
|
)
|
||
Proceeds from stock options exercised
|
939
|
|
|
—
|
|
||
Purchases of treasury stock
|
(2,180
|
)
|
|
(739
|
)
|
||
Dividends to Archrock stockholders
|
(8,458
|
)
|
|
(13,052
|
)
|
||
Distributions to noncontrolling partners in the Partnership
|
(10,446
|
)
|
|
(20,737
|
)
|
||
Contribution from Exterran Corporation
|
19,720
|
|
|
5,153
|
|
||
Net cash used in financing activities
|
(21,965
|
)
|
|
(7,909
|
)
|
||
Net increase in cash and cash equivalents
|
7,673
|
|
|
3,228
|
|
||
Cash and cash equivalents at beginning of period
|
3,134
|
|
|
1,563
|
|
||
Cash and cash equivalents at end of period
|
$
|
10,807
|
|
|
$
|
4,791
|
|
Supplemental disclosure of non-cash transactions:
|
|
|
|
||||
Non-cash consideration in March 2016 Acquisition
|
$
|
—
|
|
|
$
|
3,165
|
|
Partnership units issued in March 2016 Acquisition
|
$
|
—
|
|
|
$
|
1,799
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Net loss attributable to Archrock stockholders
|
$
|
(11,685
|
)
|
|
$
|
(1,819
|
)
|
Less: Net income attributable to participating securities
|
(154
|
)
|
|
(184
|
)
|
||
Net loss attributable to Archrock common stockholders
|
$
|
(11,839
|
)
|
|
$
|
(2,003
|
)
|
|
Three Months Ended
March 31, |
||||
|
2017
|
|
2016
|
||
Weighted average common shares outstanding including participating securities
|
70,763
|
|
|
70,162
|
|
Less: Weighted average participating securities outstanding
|
(1,359
|
)
|
|
(1,329
|
)
|
Weighted average common shares outstanding — used in basic income (loss) per common share
|
69,404
|
|
|
68,833
|
|
Net dilutive potential common shares issuable:
|
|
|
|
||
On exercise of options
|
*
|
|
|
—
|
|
Weighted average common shares outstanding — used in diluted income (loss) per common share
|
69,404
|
|
|
68,833
|
|
*
|
Excluded from diluted income (loss) per common share as their inclusion would have been anti-dilutive.
|
|
Three Months Ended
March 31, |
||||
|
2017
|
|
2016
|
||
Net dilutive potential common shares issuable:
|
|
|
|
||
On exercise of options where exercise price is greater than average market value for the period
|
311
|
|
|
916
|
|
On exercise of options
|
141
|
|
|
—
|
|
Net dilutive potential common shares issuable
|
452
|
|
|
916
|
|
|
Derivatives
Cash Flow
Hedges
|
||
Accumulated other comprehensive loss, January 1, 2016
|
$
|
(1,570
|
)
|
Loss recognized in other comprehensive loss, net of tax
(1)
|
(1,730
|
)
|
|
Loss reclassified from accumulated other comprehensive loss, net of tax
(2)
|
325
|
|
|
Other comprehensive loss attributable to Archrock stockholders
|
(1,405
|
)
|
|
Accumulated other comprehensive loss, March 31, 2016
|
$
|
(2,975
|
)
|
|
|
||
Accumulated other comprehensive loss, January 1, 2017
|
$
|
(1,678
|
)
|
Gain recognized in other comprehensive income, net of tax
(3)
|
236
|
|
|
Loss reclassified from accumulated other comprehensive income, net of tax
(4)
|
313
|
|
|
Other comprehensive income attributable to Archrock stockholders
|
549
|
|
|
Accumulated other comprehensive loss, March 31, 2017
|
$
|
(1,129
|
)
|
(1)
|
During the three months ended
March 31, 2016
, we recognized a loss of
$2.5 million
and a tax benefit of
$0.8 million
, in other comprehensive income (loss) related to the change in the fair value of derivative financial instruments.
|
(2)
|
During the three months ended
March 31, 2016
, we reclassified a loss of
$0.5 million
to interest expense and a tax benefit of
$0.2 million
to provision for (benefit from) income taxes in our condensed consolidated statements of operations from accumulated other comprehensive loss.
|
(3)
|
During the three months ended
March 31, 2017
, we recognized a gain of
$0.3 million
and a tax provision of
$0.1 million
in other comprehensive income (loss) related to the change in the fair value of derivative financial instruments.
|
(4)
|
During the three months ended
March 31, 2017
, we reclassified a loss of
$0.5 million
to interest expense and a tax benefit of
$0.2 million
to provision for (benefit from) income taxes in our condensed consolidated statements of operations from accumulated other comprehensive loss.
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying
Amount
(1)
|
|
Fair Value
|
|
Carrying
Amount
(1)
|
|
Fair Value
|
||||||||
Fixed rate debt
|
$
|
684,357
|
|
|
$
|
698,000
|
|
|
$
|
683,577
|
|
|
$
|
686,000
|
|
Floating rate debt
|
752,000
|
|
|
754,000
|
|
|
758,147
|
|
|
759,000
|
|
||||
Total debt
|
$
|
1,436,357
|
|
|
$
|
1,452,000
|
|
|
$
|
1,441,724
|
|
|
$
|
1,445,000
|
|
(1)
|
Carrying amounts are shown net of unamortized debt discounts and unamortized deferred financing costs. See
Note 7
(“Long-Term Debt”)
for further details.
|
•
|
Update 2016-09 requires that all prospective excess tax benefits and tax deficiencies should be recognized as income tax benefits and expense. Additionally, Update 2016-09 requires that we recognize previously unrecognized excess tax benefits using a modified retrospective approach. As a result, we recorded a
$1.2 million
cumulative effect adjustment to retained earnings.
|
•
|
Update 2016-09 allows companies to make an accounting policy election to either estimate forfeitures or account for forfeitures as they occur. We have elected to account for forfeitures as they occur which we are required to apply on a modified retrospective basis. As a result, we recorded a cumulative effect adjustment to retained earnings of
$0.2 million
to reverse forfeiture estimates on unvested awards.
|
•
|
Update 2016-09 also reflects the Financial Accounting Standards Board’s (“FASB”) decision that cash flows related to excess tax benefits should be classified as cash flows from operating activities on the consolidated statements of cash flows. We adopted this provision on a retrospective basis which resulted in a
$0.1 million
increase in net cash provided by operating activities and a
$0.1 million
increase in net cash used in financing activities on the accompanying condensed consolidated statements of cash flows for the three months ended March 31, 2016.
|
•
|
The separation and distribution agreement contains the key provisions relating to the separation of our business from Exterran Corporation’s business. The separation and distribution agreement identifies the assets and rights that were transferred, liabilities that were assumed or retained and contracts and related matters that were assigned to us or Exterran Corporation in the Spin-off and describes how these transfers, assumptions and assignments occurred. Additionally, the separation and distribution agreement specifies our right to receive payments from a subsidiary of Exterran Corporation based on a notional amount corresponding to payments received by Exterran Corporation’s subsidiaries from PDVSA Gas, S.A. (“PDVSA Gas”) in respect of the sale of Exterran Corporation’s subsidiaries’ and joint ventures’ previously nationalized assets promptly after such amounts are collected by Exterran Corporation’s subsidiaries. During the three months ended
March 31, 2017
and 2016, Exterran Corporation received installment payments of
$19.7 million
and
$5.2 million
, respectively, from PDVSA Gas relating to these sales and transferred cash to us equal to that amount. Exterran Corporation or its subsidiary was due to receive the remaining principal amount as of
March 31, 2017
of approximately
$20.9 million
. As these remaining proceeds are received, Exterran Corporation intends to contribute to us an amount equal to such proceeds pursuant to the terms of the separation and distribution agreement. The separation and distribution agreement also specifies our right to receive a
$25.0 million
cash payment from a subsidiary of Exterran Corporation promptly following the occurrence of a qualified capital raise as defined in the Exterran Corporation credit agreement. Such a qualified capital raise occurred on April 4, 2017, when Exterran Corporation completed an issuance of
8.125%
Senior Notes. In satisfaction of the separation and distribution agreement, we received a cash payment of
$25.0 million
on
April 11, 2017.
|
•
|
The tax matters agreement governs the respective rights, responsibilities and obligations of Exterran Corporation and us with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and certain other matters regarding taxes. Subject to the provisions of this agreement Exterran Corporation and we agreed to indemnify the primary obligor of any return for tax periods beginning before and ending before or after the Spin-off (including any ongoing or future amendments and audits for these returns) for the portion of the tax liability (including interest and penalties) that relates to their respective operations reported in the filing. As of
March 31, 2017
, we classified
$6.6 million
of unrecognized tax benefits (including interest and penalties) as long-term liability associated with discontinued operations since it relates to operations of Exterran Corporation prior to the Spin-off. We have also recorded an offsetting
$6.6 million
indemnification asset related to this reserve as long-term assets associated with discontinued operations.
|
•
|
The transition services agreement sets forth the terms on which Exterran Corporation provides to us, and we provide to Exterran Corporation, on a temporary basis, certain services or functions that the companies historically shared. Each service provided under the agreement has its own duration, generally less than one year and not more than two years, extension terms and monthly cost, and the transition services agreement will terminate upon cessation of all services provided thereunder. For the three months ended
March 31, 2016
, we recorded other income of
$0.3 million
and selling, general and administrative expense of
$0.6 million
associated with the services under the transition services agreement.
|
•
|
The supply agreement sets forth the terms under which Exterran Corporation provides manufactured equipment, including the design, engineering, manufacturing and sale of natural gas compression equipment, on an exclusive basis to us and the Partnership. This supply agreement has an initial term of two years, subject to certain cancellation conditions, and is extendible for additional one-year terms by mutual agreement of the parties. Pursuant to the supply agreement, we and the Partnership are each required to purchase our respective requirements of newly-manufactured compression equipment from Exterran Corporation, subject to certain exceptions. For the three months ended
March 31, 2017
and 2016, we purchased
$37.2 million
and
$19.9 million
, respectively, of newly-manufactured compression equipment from Exterran Corporation.
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Exterran Corporation
|
|
Contract Water Treatment Business
|
|
Total
|
|
Exterran Corporation
|
|
Contract
Water
Treatment
Business
|
|
Total
|
||||||||||||
Other current assets
|
$
|
254
|
|
|
$
|
—
|
|
|
$
|
254
|
|
|
$
|
923
|
|
|
$
|
—
|
|
|
$
|
923
|
|
Total current assets associated with discontinued operations
|
254
|
|
|
—
|
|
|
254
|
|
|
923
|
|
|
—
|
|
|
923
|
|
||||||
Other assets, net
|
6,575
|
|
|
—
|
|
|
6,575
|
|
|
6,575
|
|
|
—
|
|
|
6,575
|
|
||||||
Deferred income taxes
|
55
|
|
|
12,934
|
|
|
12,989
|
|
|
54
|
|
|
13,445
|
|
|
13,499
|
|
||||||
Total assets associated with discontinued operations
|
$
|
6,884
|
|
|
$
|
12,934
|
|
|
$
|
19,818
|
|
|
$
|
7,552
|
|
|
$
|
13,445
|
|
|
$
|
20,997
|
|
Other current liabilities
|
$
|
297
|
|
|
$
|
—
|
|
|
$
|
297
|
|
|
$
|
909
|
|
|
$
|
—
|
|
|
$
|
909
|
|
Total current liabilities associated with discontinued operations
|
297
|
|
|
—
|
|
|
297
|
|
|
909
|
|
|
—
|
|
|
909
|
|
||||||
Deferred income taxes
|
6,575
|
|
|
—
|
|
|
6,575
|
|
|
6,575
|
|
|
—
|
|
|
6,575
|
|
||||||
Total liabilities associated with discontinued operations
|
$
|
6,872
|
|
|
$
|
—
|
|
|
$
|
6,872
|
|
|
$
|
7,484
|
|
|
$
|
—
|
|
|
$
|
7,484
|
|
|
Fair Value
|
||
Property, plant and equipment
|
$
|
14,929
|
|
Intangible assets
|
3,839
|
|
|
Purchase price
|
$
|
18,768
|
|
|
Amount
(in thousands)
|
|
Average
Useful Life
|
||
Contract based
|
$
|
3,839
|
|
|
2.3 years
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Parts and supplies
|
$
|
82,307
|
|
|
$
|
80,641
|
|
Work in progress
|
12,753
|
|
|
13,160
|
|
||
Inventory
|
$
|
95,060
|
|
|
$
|
93,801
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Compression equipment, facilities and other fleet assets
|
$
|
3,155,790
|
|
|
$
|
3,147,708
|
|
Land and buildings
|
49,009
|
|
|
48,964
|
|
||
Transportation and shop equipment
|
101,081
|
|
|
102,312
|
|
||
Computer equipment
|
79,293
|
|
|
79,019
|
|
||
Other
|
31,722
|
|
|
29,481
|
|
||
Property, plant and equipment
|
3,416,895
|
|
|
3,407,484
|
|
||
Accumulated depreciation
|
(1,340,486
|
)
|
|
(1,328,385
|
)
|
||
Property, plant and equipment, net
|
$
|
2,076,409
|
|
|
$
|
2,079,099
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Revolving credit facility due November 2020
|
$
|
89,000
|
|
|
$
|
99,000
|
|
Partnership’s revolving credit facility due March 2022
|
663,000
|
|
|
—
|
|
||
Partnership’s revolving credit facility due May 2018
|
—
|
|
|
509,500
|
|
||
|
|
|
|
||||
Partnership’s term loan facility due May 2018
|
—
|
|
|
150,000
|
|
||
Less: Deferred financing costs, net of amortization
|
—
|
|
|
(353
|
)
|
||
|
—
|
|
|
149,647
|
|
||
|
|
|
|
||||
Partnership’s 6% senior notes due April 2021
|
350,000
|
|
|
350,000
|
|
||
Less: Debt discount, net of amortization
|
(3,048
|
)
|
|
(3,213
|
)
|
||
Less: Deferred financing costs, net of amortization
|
(4,109
|
)
|
|
(4,366
|
)
|
||
|
342,843
|
|
|
342,421
|
|
||
|
|
|
|
||||
Partnership’s 6% senior notes due October 2022
|
350,000
|
|
|
350,000
|
|
||
Less: Debt discount, net of amortization
|
(3,923
|
)
|
|
(4,076
|
)
|
||
Less: Deferred financing costs, net of amortization
|
(4,563
|
)
|
|
(4,768
|
)
|
||
|
341,514
|
|
|
341,156
|
|
||
Long-term debt
|
$
|
1,436,357
|
|
|
$
|
1,441,724
|
|
Expiration Date
|
|
Notional Value
(in millions)
|
||
May 2018
|
|
$
|
300
|
|
May 2019
|
|
100
|
|
|
May 2020
|
|
100
|
|
|
|
|
$
|
500
|
|
|
|
|
Fair Value Asset (Liability)
|
||||||
|
Balance Sheet Location
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|||
Interest rate swaps
|
Other long-term assets
|
|
$
|
538
|
|
|
$
|
413
|
|
Interest rate swaps
|
Accrued liabilities
|
|
(1,928
|
)
|
|
(3,226
|
)
|
||
Interest rate swaps
|
Other long-term liabilities
|
|
(80
|
)
|
|
(377
|
)
|
||
Total derivatives
|
|
|
$
|
(1,470
|
)
|
|
$
|
(3,190
|
)
|
|
Pre-tax Gain (Loss)
Recognized in Other
Comprehensive
Income (Loss) on
Derivatives
|
|
Location of Pre-tax
Gain (Loss)
Reclassified from
Accumulated Other
Comprehensive
Income (Loss) into
Income (Loss)
|
|
Pre-tax Loss
Reclassified from
Accumulated Other
Comprehensive
Income (Loss) into
Income (Loss)
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
||
Interest rate swaps
|
|
|
|
|
|
|
|
||
Three months ended March 31, 2017
|
$
|
699
|
|
|
Interest expense
|
|
$
|
(1,013
|
)
|
Three months ended March 31, 2016
|
(5,932
|
)
|
|
Interest expense
|
|
(1,116
|
)
|
•
|
Level 1
— Quoted unadjusted prices for identical instruments in active markets to which we have access at the date of measurement.
|
•
|
Level 2
— Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or prices vary substantially over time or among brokered market makers.
|
•
|
Level 3
— Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are those inputs that reflect our own assumptions regarding how market participants would price the asset or liability based on the best available information.
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Interest rate swaps asset
|
$
|
—
|
|
|
$
|
538
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
413
|
|
|
$
|
—
|
|
Interest rate swaps liability
|
—
|
|
|
(2,008
|
)
|
|
—
|
|
|
—
|
|
|
(3,603
|
)
|
|
—
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||
Impaired long-lived assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
405
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,460
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Retired idle compressor units within the active fleet
|
80
|
|
|
80
|
|
||
Horsepower of retired idle compressor units within the active fleet
|
28,000
|
|
|
33,000
|
|
||
Impairment recorded on retired idle compressor units within the active fleet
(in millions) |
$
|
8.2
|
|
|
$
|
9.9
|
|
|
Contract
Operations |
|
Aftermarket
Services |
|
Other
(1)
|
|
Total
|
||||||||
Three months ended March 31, 2016
|
$
|
2,241
|
|
|
$
|
369
|
|
|
$
|
4,391
|
|
|
$
|
7,001
|
|
(1)
|
Represents expenses incurred under this plan that are not directly attributable to our reportable segments because they represent severance benefits and consulting fees incurred within the corporate function.
|
|
Spin-off
|
|
Cost
Reduction Plan
|
|
Total
|
||||||
Balance at January 1, 2016
|
$
|
855
|
|
|
$
|
—
|
|
|
$
|
855
|
|
Additions for costs expensed
|
1,064
|
|
|
7,001
|
|
|
8,065
|
|
|||
Less: non-cash expense
(1)
|
(330
|
)
|
|
—
|
|
|
(330
|
)
|
|||
Reductions for payments
|
(1,005
|
)
|
|
(4,496
|
)
|
|
(5,501
|
)
|
|||
Ending balance at March 31, 2016
|
$
|
584
|
|
|
$
|
2,505
|
|
|
$
|
3,089
|
|
|
|
|
|
|
|
||||||
Balance at January 1, 2017
|
$
|
712
|
|
|
$
|
—
|
|
|
$
|
712
|
|
Additions for costs expensed
|
457
|
|
|
—
|
|
|
457
|
|
|||
Less: non-cash expense
(1)
|
(340
|
)
|
|
—
|
|
|
(340
|
)
|
|||
Reductions for payments
|
(606
|
)
|
|
—
|
|
|
(606
|
)
|
|||
Balance at March 31, 2017
|
$
|
223
|
|
|
$
|
—
|
|
|
$
|
223
|
|
(1)
|
Represents non-cash retention benefits associated with the Spin-off to be settled in Archrock stock.
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Retention and severance benefits
|
$
|
457
|
|
|
$
|
5,324
|
|
Consulting services
|
—
|
|
|
2,741
|
|
||
Total restructuring and other charges
|
$
|
457
|
|
|
$
|
8,065
|
|
|
Stock
Options
(in thousands)
|
|
Weighted
Average
Exercise Price
Per Share
|
|
Weighted
Average
Remaining
Life
(in years)
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||||
Options outstanding, January 1, 2017
|
747
|
|
|
$
|
16.88
|
|
|
|
|
|
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Exercised
|
(76
|
)
|
|
12.34
|
|
|
|
|
|
|
||
Canceled
|
(40
|
)
|
|
14.48
|
|
|
|
|
|
|
||
Options outstanding, March 31, 2017
|
631
|
|
|
17.57
|
|
|
2.0
|
|
$
|
1,481
|
|
|
Options exercisable, March 31, 2017
|
631
|
|
|
17.57
|
|
|
2.0
|
|
1,481
|
|
|
Shares
(in thousands)
|
|
Weighted
Average
Grant-Date
Fair Value
Per Share
|
|||
Non-vested awards, January 1, 2017
|
1,612
|
|
|
$
|
10.08
|
|
Granted
|
725
|
|
|
13.24
|
|
|
Vested
|
(634
|
)
|
|
12.19
|
|
|
Non-vested awards, March 31, 2017
(1)
|
1,703
|
|
|
10.64
|
|
(1)
|
Non-vested awards as of
March 31, 2017
are comprised of
285,000
cash-settled restricted stock units and cash-settled performance units and
1,418,000
restricted shares and stock-settled restricted stock units.
|
|
Phantom
Units
(in thousands)
|
|
Weighted
Average
Grant-Date
Fair Value
per Unit
|
|||
Phantom units outstanding, January 1, 2017
|
197
|
|
|
$
|
11.60
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(79
|
)
|
|
14.65
|
|
|
Phantom units outstanding, March 31, 2017
|
118
|
|
|
9.58
|
|
Declaration Date
|
|
Payment Date
|
|
Dividends per
Common Share
|
|
Total Dividends
|
||||
January 26, 2016
|
|
February 16, 2016
|
|
$
|
0.1875
|
|
|
$
|
13.1
|
million
|
May 2, 2016
|
|
May 18, 2016
|
|
0.0950
|
|
|
6.7
|
million
|
||
July 27, 2016
|
|
August 16, 2016
|
|
0.0950
|
|
|
6.7
|
million
|
||
October 31, 2016
|
|
November 17, 2016
|
|
0.1200
|
|
|
8.4
|
million
|
||
January 19, 2017
|
|
February 15, 2017
|
|
0.1200
|
|
|
8.5
|
million
|
Three Months Ended
|
|
Contract
Operations
|
|
Aftermarket
Services
|
|
Reportable
Segments
Total
|
||||||
March 31, 2017:
|
|
|
|
|
|
|
|
|
|
|||
Revenue from external customers
|
|
$
|
149,984
|
|
|
$
|
39,901
|
|
|
$
|
189,885
|
|
Gross margin
|
|
85,887
|
|
|
6,169
|
|
|
92,056
|
|
|||
|
|
|
|
|
|
|
||||||
March 31, 2016:
|
|
|
|
|
|
|
|
|
|
|||
Revenue from external customers
|
|
$
|
176,239
|
|
|
$
|
37,056
|
|
|
$
|
213,295
|
|
Gross margin
|
|
108,060
|
|
|
6,694
|
|
|
114,754
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Total gross margin
|
$
|
92,056
|
|
|
$
|
114,754
|
|
Less:
|
|
|
|
||||
Selling, general and administrative
|
27,553
|
|
|
34,651
|
|
||
Depreciation and amortization
|
47,772
|
|
|
53,927
|
|
||
Long-lived asset impairment
|
8,245
|
|
|
9,860
|
|
||
Restatement and other charges
|
801
|
|
|
—
|
|
||
Restructuring and other charges
|
457
|
|
|
8,065
|
|
||
Interest expense
|
21,421
|
|
|
20,300
|
|
||
Debt extinguishment costs
|
291
|
|
|
—
|
|
||
Other income, net
|
(794
|
)
|
|
(1,989
|
)
|
||
Loss before income taxes
|
$
|
(13,690
|
)
|
|
$
|
(10,060
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Net loss attributable to Archrock stockholders
|
$
|
(11,685
|
)
|
|
$
|
(1,819
|
)
|
Increase in Archrock stockholders’ additional paid-in capital for change in ownership of Partnership units
|
—
|
|
|
600
|
|
||
Change from net loss attributable to Archrock stockholders and transfers to/from the noncontrolling interest
|
$
|
(11,685
|
)
|
|
$
|
(1,219
|
)
|
•
|
conditions in the oil and natural gas industry, including a sustained decrease in the level of supply or demand for oil or natural gas or a sustained low price of oil or natural gas;
|
•
|
the success of our subsidiary, Archrock Partners, L.P. (along with its subsidiaries, the “Partnership”), including the amount of cash distributions by the Partnership with respect to its general partner interests, incentive distribution rights and limited partner interests;
|
•
|
our reduced profit margins or the loss of market share resulting from competition or the introduction of competing technologies by other companies;
|
•
|
the spin-off (“Spin-off”) of our international contract operations, international aftermarket services and global fabrication businesses into an independent, publicly traded company (“Exterran Corporation”);
|
•
|
changes in economic or political conditions, including terrorism and legislative changes;
|
•
|
the inherent risks associated with our operations, such as equipment defects, impairments, malfunctions and natural disasters;
|
•
|
the loss of the Partnership’s status as a partnership for United States of America (“U.S.”) federal income tax purposes;
|
•
|
the risk that counterparties will not perform their obligations under our financial instruments;
|
•
|
the financial condition of our customers;
|
•
|
our ability to timely and cost-effectively obtain components necessary to conduct our business;
|
•
|
employment and workforce factors, including our ability to hire, train and retain key employees;
|
•
|
our ability to implement certain business and financial objectives, such as:
|
•
|
winning profitable new business;
|
•
|
growing our asset base and enhancing asset utilization;
|
•
|
integrating acquired businesses;
|
•
|
generating sufficient cash; and
|
•
|
accessing the capital markets at an acceptable cost;
|
•
|
liability related to the use of our services;
|
•
|
changes in governmental safety, health, environmental or other regulations, which could require us to make significant expenditures;
|
•
|
the potential additional costs related to our restatement, cost-sharing with Exterran Corporation, and addressing any reviews, investigations or other proceedings by government authorities or shareholder actions; and
|
•
|
our level of indebtedness and ability to fund our business.
|
|
Three Months Ended
|
|||||||
|
March 31, 2017
|
|
December 31, 2016
|
|
March 31, 2016
|
|||
Total Available Horsepower (at period end)
(1)
|
3,795
|
|
|
3,819
|
|
|
4,044
|
|
Total Operating Horsepower (at period end)
(2)
|
3,079
|
|
|
3,115
|
|
|
3,325
|
|
Average Operating Horsepower
|
3,112
|
|
|
3,138
|
|
|
3,408
|
|
Horsepower Utilization:
|
|
|
|
|
|
|||
Spot (at period end)
|
81
|
%
|
|
82
|
%
|
|
82
|
%
|
Average
|
82
|
%
|
|
79
|
%
|
|
85
|
%
|
(1)
|
D
efined as idle and operating horsepower. New units completed by a third party manufacturer that have been delivered to us are included in the fleet.
|
(2)
|
D
efined as horsepower that is operating under contract and horsepower that is idle but under contract and generating revenue such as standby revenue.
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Net loss
|
$
|
(14,013
|
)
|
|
$
|
(6,726
|
)
|
Selling, general and administrative
|
27,553
|
|
|
34,651
|
|
||
Depreciation and amortization
|
47,772
|
|
|
53,927
|
|
||
Long-lived asset impairment
|
8,245
|
|
|
9,860
|
|
||
Restatement and other charges
|
801
|
|
|
—
|
|
||
Restructuring and other charges
|
457
|
|
|
8,065
|
|
||
Interest expense
|
21,421
|
|
|
20,300
|
|
||
Debt extinguishment costs
|
291
|
|
|
—
|
|
||
Other income, net
|
(794
|
)
|
|
(1,989
|
)
|
||
Provision for (benefit from) income taxes
|
323
|
|
|
(3,334
|
)
|
||
Gross margin
|
$
|
92,056
|
|
|
$
|
114,754
|
|
|
Three Months Ended
March 31, |
|
Increase
|
|||||||
|
2017
|
|
2016
|
|
(Decrease)
|
|||||
Revenue
|
$
|
149,984
|
|
|
$
|
176,239
|
|
|
(15
|
)%
|
Cost of sales (excluding depreciation and amortization expense)
|
64,097
|
|
|
68,179
|
|
|
(6
|
)%
|
||
Gross margin
|
$
|
85,887
|
|
|
$
|
108,060
|
|
|
(21
|
)%
|
Gross margin percentage
(1)
|
57
|
%
|
|
61
|
%
|
|
(4
|
)%
|
(1)
|
Defined as gross margin divided by revenue.
|
|
Three Months Ended
March 31, |
|
Increase
|
|||||||
|
2017
|
|
2016
|
|
(Decrease)
|
|||||
Revenue
|
$
|
39,901
|
|
|
$
|
37,056
|
|
|
8
|
%
|
Cost of sales (excluding depreciation and amortization expense)
|
33,732
|
|
|
30,362
|
|
|
11
|
%
|
||
Gross margin
|
$
|
6,169
|
|
|
$
|
6,694
|
|
|
(8
|
)%
|
Gross margin percentage
|
15
|
%
|
|
18
|
%
|
|
(3
|
)%
|
|
Three Months Ended
March 31, |
|
Increase
|
|||||||
|
2017
|
|
2016
|
|
(Decrease)
|
|||||
Selling, general and administrative
|
$
|
27,553
|
|
|
$
|
34,651
|
|
|
(20
|
)%
|
Depreciation and amortization
|
47,772
|
|
|
53,927
|
|
|
(11
|
)%
|
||
Long-lived asset impairment
|
8,245
|
|
|
9,860
|
|
|
(16
|
)%
|
||
Restatement and other charges
|
801
|
|
|
—
|
|
|
100
|
%
|
||
Restructuring and other charges
|
457
|
|
|
8,065
|
|
|
(94
|
)%
|
||
Interest expense
|
21,421
|
|
|
20,300
|
|
|
6
|
%
|
||
Debt extinguishment costs
|
291
|
|
|
—
|
|
|
100
|
%
|
||
Other income, net
|
(794
|
)
|
|
(1,989
|
)
|
|
(60
|
)%
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Retired idle compressor units within the active fleet
|
80
|
|
|
80
|
|
||
Horsepower of retired idle compressor units within the active fleet
|
28,000
|
|
|
33,000
|
|
||
Impairment recorded on retired idle compressor units within the active fleet
(in millions) |
$
|
8.2
|
|
|
$
|
9.9
|
|
|
Three Months Ended
March 31, |
|
Increase
|
|||||||
|
2017
|
|
2016
|
|
(Decrease)
|
|||||
Provision for (benefit from) income taxes
|
$
|
323
|
|
|
$
|
(3,334
|
)
|
|
(110
|
)%
|
Effective tax rate
|
(2.4
|
)%
|
|
33.1
|
%
|
|
(36
|
)%
|
|
Three Months Ended
March 31, |
|
Increase
|
|||||||
|
2017
|
|
2016
|
|
(Decrease)
|
|||||
Net loss attributable to the noncontrolling interest
|
$
|
2,328
|
|
|
$
|
4,907
|
|
|
(53
|
)%
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Net cash provided by (used in) continuing operations:
|
|
|
|
|
|
||
Operating activities
|
$
|
54,742
|
|
|
$
|
71,503
|
|
Investing activities
|
(25,149
|
)
|
|
(60,202
|
)
|
||
Financing activities
|
(21,965
|
)
|
|
(7,909
|
)
|
||
Discontinued operations
|
45
|
|
|
(164
|
)
|
||
Net change in cash and cash equivalents
|
$
|
7,673
|
|
|
$
|
3,228
|
|
•
|
growth capital expenditures, which are made to expand or to replace partially or fully depreciated assets or to expand the operating capacity or revenue generating capabilities of existing or new assets, whether through construction, acquisition or modification; and
|
•
|
maintenance capital expenditures, which are made to maintain the existing operating capacity of our assets and related cash flows further extending the useful lives of the assets.
|
•
|
add a condition precedent to the borrowing of loans that, after giving effect to the application of the proceeds of each borrowing, our consolidated cash balance (as defined in the Amended Credit Facility) will not exceed $35,000,000; and
|
•
|
add a requirement that if our consolidated cash balance (as defined in the Amended Credit Facility) exceeds $35,000,000 as of the end of any business day, then we prepay any revolving loans then outstanding in an amount equal to the lesser of (i) such excess amount and (ii) the aggregate amount of the revolving loans then outstanding.
|
Period
|
|
Total Number
of Shares
Repurchased
(1)
|
|
Average
Price Paid
Per Unit
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
Maximum Number of Shares
yet to be Purchased Under the
Publicly Announced Plans or
Programs
|
|||
January 1, 2017 - January 31, 2017
|
|
2,957
|
|
|
$
|
13.32
|
|
|
N/A
|
|
N/A
|
February 1, 2017 - February 28, 2017
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
March 1, 2017 - March 31, 2017
|
|
166,935
|
|
|
13.66
|
|
|
N/A
|
|
N/A
|
|
Total
|
|
169,892
|
|
|
$
|
13.66
|
|
|
N/A
|
|
N/A
|
(1)
|
Represents shares withheld to satisfy employees’ tax withholding obligations in connection with vesting of restricted stock awards during the period.
|
Exhibit No.
|
|
Description
|
2.1
|
|
Separation and Distribution Agreement, dated as of November 3, 2015, by and among Exterran Holdings, Inc., Exterran General Holdings LLC, Exterran Energy Solutions, L.P., Exterran Corporation, AROC Corp., EESLP LP LLC, AROC Services GP LLC, AROC Services LP LLC and Archrock Services, L.P., incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015
|
2.2
|
|
Amendment No. 1 to Separation and Distribution Agreement, dated as of December 15, 2015, by and among Archrock, Inc., formerly named Exterran Holdings, Inc., Exterran General Holdings LLC, Exterran Energy Solutions, L.P., Exterran Corporation, AROC Corp., EESLP LP LLC, AROC Services GP LLC, AROC Services LP LLC and Archrock Services, L.P., incorporated by reference to Exhibit 2.3 to the Registrant’s Annual Report on Form 10-K filed on February 29, 2016
|
3.1
|
|
Restated Certificate of Incorporation of Exterran Holdings, Inc. (now Archrock, Inc.), incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on August 20, 2007
|
3.2
|
|
Certificate of Amendment to Certificate of Incorporation of Exterran Holdings, Inc. (now Archrock, Inc.), incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015
|
3.3
|
|
Composite Restated Certificate of Incorporation of Archrock, Inc., incorporated by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K filed on February 29, 2016
|
3.4
|
|
Third Amended and Restated Bylaws of Exterran Holdings, Inc. (now Archrock, Inc.), incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on March 20, 2013
|
10.1
|
|
Form of Archrock, Inc. Award Notice and Agreement for Performance Units, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 23, 2017
|
10.2
|
|
Form of Archrock, Inc. Award Notice and Agreement for Restricted Stock for Non-Employee Directors, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 23, 2017
|
10.3*
|
|
Sixth Amendment and Consent to Credit Agreement and Second Amendment to Guaranty and Collateral Agreement, dated as of March 30, 2017, by and among Archrock Services, L.P., Archrock, Inc., the Guarantors party thereto, the Lenders party thereto and Wells Fargo Bank, National Association, as administrative agent for the Lenders
|
31.1*
|
|
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2*
|
|
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1**
|
|
Certification of the Chief Executive Officer 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 the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.1*
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T
|
*
|
|
Filed herewith.
|
**
|
|
Furnished, not filed.
|
|
|
ARCHROCK, INC.
|
|
|
|
|
|
Date: May 4, 2017
|
By:
|
/s/ David S. Miller
|
|
|
|
|
David S. Miller
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
By:
|
/s/ Donna A. Henderson
|
|
|
|
Donna A. Henderson
|
|
|
|
Vice President and Chief Accounting Officer
|
|
|
|
(Principal Accounting Officer)
|
Exhibit No.
|
|
Description
|
2.1
|
|
Separation and Distribution Agreement, dated as of November 3, 2015, by and among Exterran Holdings, Inc., Exterran General Holdings LLC, Exterran Energy Solutions, L.P., Exterran Corporation, AROC Corp., EESLP LP LLC, AROC Services GP LLC, AROC Services LP LLC and Archrock Services, L.P., incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015
|
2.2
|
|
Amendment No. 1 to Separation and Distribution Agreement, dated as of December 15, 2015, by and among Archrock, Inc., formerly named Exterran Holdings, Inc., Exterran General Holdings LLC, Exterran Energy Solutions, L.P., Exterran Corporation, AROC Corp., EESLP LP LLC, AROC Services GP LLC, AROC Services LP LLC and Archrock Services, L.P., incorporated by reference to Exhibit 2.3 to the Registrant’s Annual Report on Form 10-K filed on February 29, 2016
|
3.1
|
|
Restated Certificate of Incorporation of Exterran Holdings, Inc. (now Archrock, Inc.), incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on August 20, 2007
|
3.2
|
|
Certificate of Amendment to Certificate of Incorporation of Exterran Holdings, Inc. (now Archrock, Inc.), incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015
|
3.3
|
|
Composite Restated Certificate of Incorporation of Archrock, Inc., incorporated by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K filed on February 29, 2016
|
3.4
|
|
Third Amended and Restated Bylaws of Exterran Holdings, Inc. (now Archrock, Inc.), incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on March 20, 2013
|
10.1
|
|
Form of Archrock, Inc. Award Notice and Agreement for Performance Units, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 23, 2017
|
10.2
|
|
Form of Archrock, Inc. Award Notice and Agreement for Restricted Stock for Non-Employee Directors, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 23, 2017
|
10.3*
|
|
Sixth Amendment and Consent to Credit Agreement and Second Amendment to Guaranty and Collateral Agreement, dated as of March 30, 2017, by and among Archrock Services, L.P., Archrock, Inc., the Guarantors party thereto, the Lenders party thereto and Wells Fargo Bank, National Association, as administrative agent for the Lenders
|
31.1*
|
|
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2*
|
|
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1**
|
|
Certification of the Chief Executive Officer 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 the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.1*
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T
|
*
|
|
Filed herewith.
|
**
|
|
Furnished, not filed.
|
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