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Document And Entity Information (USD $)
9 Months Ended
Sep. 30, 2012
Nov. 06, 2012
Jun. 30, 2011
Entity Registrant Name Compressco Partners, L.P.
Entity Central Index Key 0001449488
Current Fiscal Year End Date --12-31
Entity Well-known Seasoned Issuer No
Entity Voluntary Filers No
Entity Current Reporting Status Yes
Entity Filer Category Non-accelerated Filer
Entity Public Float $ 45,453,428
Common Stock Shares Outstanding 9,266,297
Document Fiscal Year Focus 2012
Document Fiscal Period Focus Q3
Document Type 10-Q
Amendment Flag false
Document Period End Date Sep 30, 2012
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Consolidated Statements of Operations (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2011
Sep. 30, 2012
Sep. 30, 2011
Revenues:
Compression and other services $ 27,167 $ 21,294 $ 72,427 $ 60,501
Sales of compressors and parts 1,517 3,326 3,737 8,329
Total revenues 28,684 24,620 76,164 68,830
Cost of revenues (excluding depreciation and amortization expense):
Cost of compression and other services 13,082 10,488 36,318 31,259
Cost of compressors and parts sales 829 2,512 2,057 6,037
Total cost of revenues 13,911 13,000 38,375 37,296
Selling, general and administrative expense 4,952 4,161 13,620 11,185
Depreciation and amortization 3,376 3,082 9,721 9,452
Interest (income) expense, net 24 (9) 2 5,102
Other (income) expense, net 427 598 618 814
Income before income tax provision 5,994 3,788 13,828 4,981
Provision for income taxes 931 497 2,396 847
Net income 5,063 3,291 11,432 4,134
Allocation of 2011 net income:
Net income 5,063 3,291 11,432 4,134
Net income applicable to the period through June 19, 2011 0 296
Net income applicable to the period June 20 through September 30, 2011 3,291 3,838
General partner interest in net income 101 66 229 77
Common units interest in net income 2,945 1,902 6,648 2,216
Subordinated units interest in net income $ 2,017 $ 1,323 $ 4,555 $ 1,545
Net income per common unit:
Basic $ 0.32 $ 0.21 $ 0.73 $ 0.25
Diluted $ 0.32 $ 0.21 $ 0.73 $ 0.24
Weighted average common units outstanding:
Basic 9,163,738 9,031,958 9,155,744 8,999,095
Diluted 9,163,738 9,191,637 9,155,744 9,158,596
Net income per subordinated unit:
Basic and diluted $ 0.32 $ 0.21 $ 0.73 $ 0.25
Weighted average subordinated units outstanding:
Basic and diluted 6,273,970 6,273,970 6,273,970 6,273,970
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Consolidated Statements of Comprehensive Income (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2011
Sep. 30, 2012
Sep. 30, 2011
Consolidated Statements of Comprehensive Income
Net income $ 5,063 $ 3,291 $ 11,432 $ 4,134
Foreign currency translation adjustment, net of tax of $0 and $0, respectively, in 2012 and $0 and $490, respectively in 2011 135 (290) 112 233
Comprehensive income $ 5,198 $ 3,001 $ 11,544 $ 4,367
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Consolidated Statements of Comprehensive Income (Parenthetical) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2011
Sep. 30, 2012
Sep. 30, 2011
Consolidated Statements of Comprehensive Income
Foreign currency translation adjustment, taxes $ 0 $ 0 $ 0 $ 490
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Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2012
Dec. 31, 2011
Current assets:
Cash and cash equivalents $ 10,663 $ 17,476
Trade accounts receivable, net of allowances for doubtful accounts of $297 in 2012 and $235 in 2011 20,455 11,227
Inventories 16,341 16,966
Deferred tax asset 337 100
Prepaid expenses and other current assets 2,345 1,601
Total current assets 50,141 47,370
Property, plant, and equipment:
Land and building 2,178 2,175
Compressors and equipment 153,135 137,868
Vehicles 12,687 12,881
Construction in progress 265 81
Total property, plant, and equipment 168,265 153,005
Less accumulated depreciation (75,052) (66,698)
Net property, plant, and equipment 93,213 86,307
Other assets:
Goodwill 72,161 72,161
Patents, trademarks and other intangible assets, net of accumulated amortization of $669 in 2012 and $592 in 2011 0 28
Deferred tax asset 0 129
Other assets 277 349
Total other assets 72,438 72,667
Total assets 215,792 206,344
Current liabilities:
Accounts payable 4,400 3,916
Accrued liabilities and other 5,920 2,941
Amounts payable to affiliates 11,528 6,470
Total current liabilities 21,848 13,327
Other liabilities:
Long-term debt, net 5,800 0
Deferred tax liabilities 5,022 4,281
Other long-term liabilities 50 92
Total other liabilities 10,872 4,373
Partners' capital:
General partner interest 3,375 3,515
Common units (9,163,738 units issued and outstanding) 109,182 111,989
Subordinated units (6,273,970 units issued and outstanding) 69,501 72,238
Accumulated other comprehensive income 1,014 902
Total partners' capital 183,072 188,644
Total liabilities and partners' capital $ 215,792 $ 206,344
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Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Sep. 30, 2012
Dec. 31, 2011
Current assets:
Trade accounts receivable, allowances for doubtful accounts $ 297 $ 235
Other assets:
Patents, trademarks, and other intangible assets, accumulated amortization $ 669 $ 592
Partners' capital:
Common units issued and outstanding 9,163,738 9,163,738
Subordinated units issued and outstanding 6,273,970 6,273,970
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Consolidated Statements of Partners' Capital (USD $)
In Thousands, unless otherwise specified
Total
General Partner [Member]
Common Unitholders [Member]
Subordinated Unitholder [Member]
Accumulated Other Comprehensive Income [Member]
Beginning balance at Dec. 31, 2011 $ 188,644 $ 3,515 $ 111,989 $ 72,238 $ 902
Partners' capital rollforward
Net income 11,432 229 6,648 4,555 0
Distributions ($1.1625 per unit) (18,429) (369) (10,768) (7,292) 0
Equity compensation 1,313 0 1,313 0 0
Other comprehensive income (loss) 112 0 0 0 112
Ending balance at Sep. 30, 2012 $ 183,072 $ 3,375 $ 109,182 $ 69,501 $ 1,014
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Consolidated Statements of Partners' Capital (Parenthetical) (USD $)
Sep. 30, 2012
Statements of Partners' Capital
Distributions ($1.1625 per unit) $ 1.1625
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Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2012
Sep. 30, 2011
Operating activities:
Net income $ 11,432 $ 4,134
Reconciliation of net income to cash provided by operating activities:
Depreciation and amortization 9,721 9,452
Provision (benefit) for deferred income taxes 611 (2,709)
Equity compensation expense 1,313 458
Provision for doubtful accounts 62 321
Loss on sale of property, plant, and equipment 183 24
Changes in operating assets and liabilities:
Accounts receivable (9,249) (6,034)
Inventories 688 1,661
Prepaid expenses and other current assets (736) (1,012)
Accounts payable and accrued expenses 8,487 5,369
Other 71 46
Net cash provided by operating activities 22,583 11,710
Investing activities:
Purchases of property, plant, and equipment, net (16,782) (8,603)
Other investing activities (42) 0
Net cash used in investing activities (16,824) (8,603)
Financing activities:
Proceeds from long-term debt 5,800 0
Proceeds from issuance of partnership common units, net of underwriters' discount 0 50,234
Payment of offering costs 0 (7,349)
Payment of affiliate note payable 0 (32,200)
Distributions (18,429) (737)
Payment of financing costs 0 (362)
Net distribution (to) from parent 0 322
Net cash (used in) provided by financing activities (12,629) 9,908
Effect of exchange rate changes on cash 57 (78)
Increase (decrease) in cash and cash equivalents (6,813) 12,937
Cash and cash equivalents at beginning of period 17,476 6,629
Cash and cash equivalents at end of period $ 10,663 $ 19,566
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Basis of Presentation and Significant Accounting Policies
9 Months Ended
Sep. 30, 2012
Notes to Financial Statements [Abstract]
Basis of Presentation and Significant Accounting Policies
NOTE A - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
 
We are a provider of compression-based production enhancement services, including both conventional wellhead compression services and unconventional compression services, and, in certain markets, well monitoring and sand separation services. We provide services to a broad base of natural gas and oil exploration and production companies operating throughout many of the onshore producing regions of the United States. Internationally, we have significant operations in Mexico and Canada and a growing presence in certain countries in South America, Eastern Europe and the Asia-Pacific region.  
 
Presentation
 
For periods prior to June 20, 2011, the accompanying unaudited consolidated financial statements and related notes thereto represent the unaudited combined financial position, results of operations, cash flows, and changes in owner's equity of our Predecessor. For the periods on and after June 20, 2011, the accompanying unaudited consolidated financial statements and related notes thereto represent our financial position, results of operations, cash flows, and changes in partners' capital.
 
Our unaudited consolidated financial statements have been prepared in accordance with Regulation S-X, Article 3 “General instructions as to financial statements” and Staff Accounting Bulletin (SAB) Topic 1-B “Allocations of Expenses and Related Disclosure in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity.” Prior to the Offering, certain administrative expenses were incurred by TETRA on behalf of our Predecessor. The portion of TETRA's cost of providing these services that could be directly or indirectly attributed to our operations were allocated to our Predecessor and included in the accompanying consolidated financial statements. Such allocations were calculated based on allocation factors, such as the estimated percentage of time and costs spent by TETRA to perform these administrative services on our Predecessor's behalf, which our management believes is reasonable; however, these allocations may not be indicative of the cost of operations or the amount of allocations subsequent to the Offering. Subsequent to the Offering, our General Partner and other subsidiaries of TETRA provide goods and services to us pursuant to an Omnibus Agreement, as further described in Note C - “Related Party Transactions.”
 
Our unaudited consolidated financial statements include the accounts of our wholly owned subsidiaries. All material intercompany balances and transactions have been eliminated. In the opinion of our management, our unaudited consolidated financial statements as of September 30, 2012 and for the three and nine month periods ended September 30, 2012 and 2011 include all normal recurring adjustments that are, in the opinion of management, necessary to provide a fair statement of our results for the interim periods. Operating results for the periods ended September 30, 2012 and 2011 are not necessarily indicative of results that may be expected for the twelve months ended December 31, 2012.
 
The accompanying unaudited consolidated financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X for interim financial statements required to be filed with the SEC and do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in connection with the financial statements and notes thereto included in our Annual Report on Form 10-K, which we filed with the SEC on March 21, 2012.
 
Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material.
 
Cash Equivalents
 
We consider all highly liquid cash investments with maturities of three months or less when purchased to be cash equivalents.
 
Prior to the Offering, all payments made on behalf of our Predecessor, such as direct costs, indirect costs, and capital expenditures, were made by TETRA and recorded as increases in net parent equity. All payments received on behalf of our Predecessor, including receipts for revenues earned or sales of assets, were received by TETRA and recorded as decreases in net parent equity. Consequently, cash balances for periods prior to the Offering are not a meaningful presentation of our liquidity position.
 
Financial Instruments
 
The fair values of our financial instruments, which may include cash, accounts receivable, and accounts payable, approximate their carrying amounts.
 
Inventories
 
Inventories consist primarily of compressor unit components and parts and are stated at the lower of cost or market value. Cost is determined using the weighted average cost method.
 
Net Income Per Common and Subordinated Unit
 
The computations of net income per common and subordinated unit are based on the weighted average number of common and subordinated units, respectively, outstanding during the applicable period. Our subordinated units meet the definition of a participating security and, therefore, we are required to use the two-class method in the computation of earnings per unit. Basic net income per common and subordinated unit is determined by dividing net income allocated to the common units and subordinated units, respectively, after deducting the amount allocated to our General Partner (including distributions to our General Partner on its incentive distribution rights) by the weighted average number of outstanding common and subordinated units, respectively, during the period. Prior to the Offering, we were wholly owned by TETRA. Accordingly, net income per common unit is not presented for periods prior to the Offering.
 
When computing net income per common and subordinated unit under the two-class method in periods when distributions are greater than net income, the amount of the incentive distribution rights, if any, is deducted from net income and allocated to our General Partner for the period to which the calculation relates. The remaining amount of net income, after deducting the incentive distribution rights, is allocated between our General Partner, common, and subordinated units based on how our partnership agreement allocates net earnings.
 
When net income is greater than distributions, we determine cash distributions based on available cash and determine the actual incentive distributions allocable to our General Partner based on actual distributions. When computing net income per common and subordinated unit, the amount of the assumed incentive distribution rights, if any, is deducted from net income and allocated to our General Partner for the period to which the calculation relates. The remaining amount of net income, after deducting the assumed incentive distribution rights, is allocated between our General Partner, common, and subordinated units based on how our partnership agreement allocates net income.
 
The following is a reconciliation of the weighted average number of common and subordinated units outstanding to the number of common and subordinated units used in the computations of net income per common and subordinated unit.
 
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2012
 
September 30, 2012
 
Common
 
Subordinated
 
Common
 
Subordinated
 
Units
 
Units
 
Units
 
Units
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of weighted average units outstanding
 
9,163,738
 
 
 
6,273,970
 
 
 
9,155,744
 
 
 
6,273,970
 
Restricted units outstanding
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
Average diluted units outstanding
 
9,163,738
 
 
 
6,273,970
 
 
 
9,155,744
 
 
 
6,273,970
 
 
Average diluted units outstanding for the three and nine month periods ended September 30, 2012, excludes the impact of 102,559 and 110,366, respectively, of unvested restricted common units, as the inclusion of these unvested restricted units would be antidilutive.
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2011
 
September 30, 2011
 
Common
 
Subordinated
 
Common
 
Subordinated
 
Units
 
Units
 
Units
 
Units
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of weighted average units outstanding
 
9,031,958
 
 
 
6,273,970
 
 
 
8,999,095
 
 
 
6,273,970
 
Restricted units outstanding
 
159,679
 
 
 
-
 
 
 
159,501
 
 
 
-
 
Average diluted units outstanding
 
9,191,637
 
 
 
6,273,970
 
 
 
9,158,596
 
 
 
6,273,970
 
 
Environmental Liabilities
 
Costs to remediate and monitor environmental matters are accrued when such liabilities are considered probable and a reasonable estimate of such costs is determinable.
 
Accumulated Other Comprehensive Income
 
Certain of our international operations maintain their accounting records in the local currencies that are their functional currencies. For these operations, the functional currency financial statements are converted to United States dollar equivalents, with the effect of the foreign currency translation adjustment reflected as a component of accumulated other comprehensive income. Accumulated other comprehensive income is included in partners' capital in the accompanying unaudited consolidated balance sheets and consists of the cumulative currency translation adjustments associated with such international operations. Activity within accumulated other comprehensive income during the three and nine month periods ended September 30, 2012 and 2011, is as follows:
 
 
Three Months Ended September 30,
 
2012
 
2011
 
(In Thousands)
 
 
 
 
 
 
 
 
Balance, beginning of period
$
879
 
 
$
1,018
 
Foreign currency translation adjustment, net of taxes
 
 
 
 
 
 
 
of $0 in 2012 and $0 in 2011
 
135
 
 
 
(290)
 
Balance, end of period
$
1,014
 
 
$
728
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
2012
 
2011
 
(In Thousands)
 
 
 
 
 
 
 
 
Balance, beginning of period
$
902
 
 
$
495
 
Foreign currency translation adjustment, net of taxes
 
 
 
 
 
 
 
of $0 in 2012 and $490 in 2011
 
112
 
 
 
233
 
Balance, end of period
$
1,014
 
 
$
728
 
 
 
 
 
 
 
 
 
 
Allocation of Net Income
 
Our net income is allocated to partners' capital accounts in accordance with the provisions of the partnership agreement.
 
Distributions
 
On January 20, 2012, the board of directors of our General Partner declared a cash distribution attributable to the quarter ended December 31, 2011, of $0.3875 per outstanding unit. This distribution equates to a distribution of $1.55 per outstanding unit on an annualized basis. This cash distribution was paid on February 15, 2012, to all unitholders of record as of the close of business on February 1, 2012.
 
On April 20, 2012, the board of directors of our General Partner declared a cash distribution attributable to the quarter ended March 31, 2012, of $0.3875 per outstanding unit. This distribution equates to a distribution of $1.55 per outstanding unit on an annualized basis. This cash distribution was paid on May 15, 2012, to all unitholders of record as of the close of business on May 1, 2012.
 
On July 19, 2012, the board of directors of our General Partner declared a cash distribution attributable to the quarter ended June 30, 2012, of $0.3875 per outstanding unit. This distribution equates to a distribution of $1.55 per outstanding unit on an annualized basis. This cash distribution was paid on August 15, 2012, to all unitholders of record as of the close of business on August 1, 2012.
 
Subsequent to September 30, 2012, on October 18, 2012, the board of directors of our General Partner declared a cash distribution attributable to the quarter ended September 30, 2012, of $0.3975 per outstanding unit. This distribution equates to a distribution of $1.59 per outstanding unit on an annualized basis. This cash distribution will be paid on November 15, 2012, to all unitholders of record as of the close of business on November 1, 2012.
 
New Accounting Pronouncements
 
In June 2011, the Financial Accounting Standards Board (FASB) published ASU 2011-05, “Comprehensive Income (Topic 220), Presentation of Comprehensive Income” (ASU 2011-05), which has the objective of improving the comparability, consistency, and transparency of financial reporting and increasing the prominence of items reported in other comprehensive income. As part of ASU 2011-05, the FASB decided to eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity, among other amendments in this ASU. The amendments require that all non-owner changes in stockholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and the amendments are applied retrospectively. In December 2011, the FASB deferred certain aspects of ASU 2011-05. The portion of this ASU that has been adopted has not had a significant impact on our financial statements.
 
In May 2011, the FASB published ASU 2011-04, “Fair Value Measurement (Topic 820) - Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs,” whereby the FASB and the International Accounting Standards Board (IASB) aligned their definitions of fair value such that their fair value measurement and disclosure requirements are the same (except for minor differences in wording and style). The Boards concluded that the amendments in this ASU will improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments in this ASU are effective during interim and annual periods beginning after December 15, 2011, and are applied prospectively. The adoption of the accounting and disclosure requirements of this ASU did not have a significant impact on our financial statements.
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Long-Term Debt and Other Borrowings
9 Months Ended
Sep. 30, 2012
Notes to Financial Statements [Abstract]
Long-Term Debt and Other Borrowings
NOTE B - LONG-TERM DEBT AND OTHER BORROWINGS
 
On June 24, 2011, we entered into a credit agreement (the Credit Agreement) with JPMorgan Chase Bank, N.A. Under the Credit Agreement, we, along with certain of our subsidiaries, are named as borrowers, and all obligations under the Credit Agreement are guaranteed by all of our existing and future, direct and indirect, domestic subsidiaries. The Credit Agreement includes borrowing capacity of $20.0 million less $3.0 million that is required to be set aside as a reserve that cannot be borrowed. The credit facility is available for letters of credit (with a sublimit of $5.0 million) and includes an uncommitted $20.0 million expansion feature. The Credit Agreement may be used to fund our working capital needs, letters of credit, and for general partnership purposes, including capital expenditures and potential future acquisitions. So long as we are not in default, the Credit Agreement may also be used to fund quarterly distributions. Borrowings under the Credit Agreement are subject to the satisfaction of customary conditions, including the absence of a default. On July 5, 2012, we borrowed a total of $5.8 million pursuant to the Credit Agreement, which was used to fund ongoing capital expenditures related to the expansion of our Latin American fleet of compressors and other equipment and to fund ongoing upgrades to our domestic compressor fleet. As of September 30, 2012, $5.8 million was outstanding under the Credit Agreement.  This borrowing bears interest at a rate equal to three month British Bankers Association LIBOR (adjusted to reflect any required bank reserves) plus a margin of 2.25% per annum (2.75% as of September 30, 2012).
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Related Party Transactions
9 Months Ended
Sep. 30, 2012
Notes to Financial Statements [Abstract]
Related Party Transactions
NOTE C - RELATED PARTY TRANSACTIONS
 
Set forth below are descriptions of certain agreements we entered into with related parties in connection with the Offering. The descriptions are not complete and are qualified in their entirety by reference to the full text of the agreements, which are filed as exhibits to filings with the SEC.
 
Omnibus Agreement
 
On June 20, 2011, in connection with the completion of the Offering, we entered into an omnibus agreement (the Omnibus Agreement) with TETRA and our General Partner.
 
Under the terms of the Omnibus Agreement, our General Partner provides all personnel and services reasonably necessary to manage our operations and conduct our business (other than in Mexico and Argentina), and certain of TETRA's Latin American-based subsidiaries provide personnel and services necessary for the conduct of certain of our Latin American-based businesses. In addition, under the Omnibus Agreement, TETRA provides certain corporate and general and administrative services as requested by our General Partner, including, without limitation, legal, accounting and financial reporting, treasury, insurance administration, claims processing and risk management, health, safety and environmental, information technology, human resources, credit, payroll, internal audit, and tax services. The services provided by the employees of our General Partner, TETRA, and TETRA's subsidiaries under the Omnibus Agreement are required to be substantially similar in nature and quality to the services previously provided by these employees to our Predecessor in connection with their management and operation of the Predecessor's business and no lower in quantity than is reasonably necessary to assist us in the management and operation of our business, even if greater in quantity than previously provided prior to the completion of the Offering. Pursuant to the Omnibus Agreement, we reimburse our General Partner and TETRA for services they provide to us.
 
Under the terms of the Omnibus Agreement, TETRA has agreed to indemnify us for three years after the completion of the Offering against certain potential environmental claims, losses, and expenses associated with the operation of our Predecessor prior to the completion of the Offering. TETRA's maximum liability for this indemnification obligation is $5.0 million, and TETRA will not have any obligation under this indemnification until our aggregate losses exceed $250,000. TETRA will have no indemnification obligations with respect to environmental claims made as a result of new or modified environmental laws promulgated after the completion of the Offering. We have agreed to indemnify TETRA for environmental claims arising following the completion of the Offering regarding the business contributed to us.
 
Under the terms of the Omnibus Agreement, we or TETRA may, but neither are under any obligation to, perform for the other such production enhancement or other oilfield services on a subcontract basis as are needed or desired by the other, for such periods of time and in such amounts as may be mutually agreed upon by TETRA and our General Partner. Any such services are required to be performed on terms that are (i) approved by the conflicts committee of our General Partner's board of directors, (ii) no less favorable to us than those generally being provided to or available from non-affiliated third parties, as determined by our General Partner, or (iii) fair and reasonable to us, taking into account the totality of the relationships between TETRA and us (including other transactions that may be particularly favorable or advantageous to us), as determined by our General Partner.
 
Under the terms of the Omnibus Agreement, we or TETRA may, but are under no obligation to, sell, lease or like-kind exchange to the other such production enhancement or other oilfield services equipment as is needed or desired to meet either of our production enhancement or other oilfield services obligations, in such amounts, upon such conditions and for such periods of time, if applicable, as may be mutually agreed upon by TETRA and our General Partner. Any such sales, leases, or like-kind exchanges are required to be on terms that are (i) approved by the conflicts committee of our General Partner's board of directors, (ii) no less favorable to us than those generally being provided to or available from non-affiliated third parties, as determined by our General Partner, or (iii) fair and reasonable to us, taking into account the totality of the relationships between TETRA and us (including other transactions that may be particularly favorable or advantageous to us), as determined by our General Partner. In addition, unless otherwise approved by the conflicts committee of our General Partner's board of directors, TETRA may purchase newly fabricated equipment from us at a negotiated price provided that such price may not be less than the sum of the total costs (other than any allocations of general and administrative expenses) incurred by us in fabricating such equipment plus a fixed margin percentage thereof, and TETRA may purchase from us previously fabricated equipment for a price that is not less than the sum of the net book value of such equipment plus a fixed margin percentage thereof.
 
TETRA has also agreed to indemnify us for liabilities related to: (1) certain defects in title to our assets as of the completion of the Offering and any failure to obtain, prior to the completion of the Offering, certain consents and permits necessary to own and operate such assets, to the extent we notify TETRA within three years after the completion of the Offering; and (2) tax liabilities attributable to the operation of our assets prior to the completion of the Offering.
 
The Omnibus Agreement (other than the indemnification obligations described above) will terminate upon the earlier to occur of (i) a change of control of our General Partner or TETRA or (ii) the third anniversary of the completion of this Offering, unless we, our General Partner, or TETRA decide to extend the term of the Omnibus Agreement.
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Income Taxes
9 Months Ended
Sep. 30, 2012
Notes to Financial Statements [Abstract]
Income Taxes
NOTE D - INCOME TAXES
 
Our operations are not subject to federal income tax other than the operations that are conducted through a taxable subsidiary. We will incur state and local income taxes in certain of the United States in which we conduct business. We incur income taxes and will be subject to withholding requirements related to certain of our operations in Mexico, Canada, and other foreign countries in which we operate. Furthermore, we will also incur Texas Margin Tax, which, in accordance with FASB ASC 740, is classified as an income tax for reporting purposes.
 
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Commitments and Contingencies
9 Months Ended
Sep. 30, 2012
Notes to Financial Statements [Abstract]
Commitments and Contingencies
NOTE E - COMMITMENTS AND CONTINGENCIES
 
From time to time, we are involved in litigation relating to claims arising out of our operations in the normal course of business. While the outcome of any lawsuits against us cannot be predicted with certainty, management does not expect that any of these legal proceedings would, if determined adversely against us, individually or in the aggregate, have a material adverse effect on our financial position, results of operations, or cash flows.
 
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Subsequent Events
9 Months Ended
Sep. 30, 2012
Notes to Financial Statements [Abstract]
Subsequent Event
NOTE F - SUBSEQUENT EVENTS
 
On October 18, 2012, the board of directors of our General Partner declared a cash distribution attributable to the quarter ended September 30, 2012 of $0.3975 per unit. This cash distribution will be paid on November 15, 2012, to all unitholders of record as of the close of business on November 1, 2012.
 
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Basis of Presentation and Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2012
Basis of Presentation and Significant Accounting Policies (Policies)
Comparability of prior year financial data
For periods prior to June 20, 2011, the accompanying unaudited consolidated financial statements and related notes thereto represent the unaudited combined financial position, results of operations, cash flows, and changes in owner's equity of our Predecessor. For the periods on and after June 20, 2011, the accompanying unaudited consolidated financial statements and related notes thereto represent our financial position, results of operations, cash flows, and changes in partners' capital.
 
Our unaudited consolidated financial statements have been prepared in accordance with Regulation S-X, Article 3 “General instructions as to financial statements” and Staff Accounting Bulletin (SAB) Topic 1-B “Allocations of Expenses and Related Disclosure in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity.” Prior to the Offering, certain administrative expenses were incurred by TETRA on behalf of our Predecessor. The portion of TETRA's cost of providing these services that could be directly or indirectly attributed to our operations were allocated to our Predecessor and included in the accompanying consolidated financial statements. Such allocations were calculated based on allocation factors, such as the estimated percentage of time and costs spent by TETRA to perform these administrative services on our Predecessor's behalf, which our management believes is reasonable; however, these allocations may not be indicative of the cost of operations or the amount of allocations subsequent to the Offering. Subsequent to the Offering, our General Partner and other subsidiaries of TETRA provide goods and services to us pursuant to an Omnibus Agreement, as further described in Note C - “Related Party Transactions.”
Consolidation policy
Our unaudited consolidated financial statements include the accounts of our wholly owned subsidiaries. All material intercompany balances and transactions have been eliminated. In the opinion of our management, our unaudited consolidated financial statements as of September 30, 2012 and for the three and nine month periods ended September 30, 2012 and 2011 include all normal recurring adjustments that are, in the opinion of management, necessary to provide a fair statement of our results for the interim periods. Operating results for the periods ended September 30, 2012 and 2011 are not necessarily indicative of results that may be expected for the twelve months ended December 31, 2012.
 
Use of estimates policy
Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material.
 
Cash equivalents policy
Cash Equivalents
 
We consider all highly liquid cash investments with maturities of three months or less when purchased to be cash equivalents.
 
Prior to the Offering, all payments made on behalf of our Predecessor, such as direct costs, indirect costs, and capital expenditures, were made by TETRA and recorded as increases in net parent equity. All payments received on behalf of our Predecessor, including receipts for revenues earned or sales of assets, were received by TETRA and recorded as decreases in net parent equity. Consequently, cash balances for periods prior to the Offering are not a meaningful presentation of our liquidity position.
 
Financial instruments policy
Financial Instruments
 
The fair values of our financial instruments, which may include cash, accounts receivable, and accounts payable, approximate their carrying amounts.
 
Inventories policy
Inventories
 
Inventories consist primarily of compressor unit components and parts and are stated at the lower of cost or market value. Cost is determined using the weighted average cost method.
 
Net income per common and subordinated unit policy
Net Income Per Common and Subordinated Unit
 
The computations of net income per common and subordinated unit are based on the weighted average number of common and subordinated units, respectively, outstanding during the applicable period. Our subordinated units meet the definition of a participating security and, therefore, we are required to use the two-class method in the computation of earnings per unit. Basic net income per common and subordinated unit is determined by dividing net income allocated to the common units and subordinated units, respectively, after deducting the amount allocated to our General Partner (including distributions to our General Partner on its incentive distribution rights) by the weighted average number of outstanding common and subordinated units, respectively, during the period. Prior to the Offering, we were wholly owned by TETRA. Accordingly, net income per common unit is not presented for periods prior to the Offering.
 
When computing net income per common and subordinated unit under the two-class method in periods when distributions are greater than net income, the amount of the incentive distribution rights, if any, is deducted from net income and allocated to our General Partner for the period to which the calculation relates. The remaining amount of net income, after deducting the incentive distribution rights, is allocated between our General Partner, common, and subordinated units based on how our partnership agreement allocates net earnings.
 
When net income is greater than distributions, we determine cash distributions based on available cash and determine the actual incentive distributions allocable to our General Partner based on actual distributions. When computing net income per common and subordinated unit, the amount of the assumed incentive distribution rights, if any, is deducted from net income and allocated to our General Partner for the period to which the calculation relates. The remaining amount of net income, after deducting the assumed incentive distribution rights, is allocated between our General Partner, common, and subordinated units based on how our partnership agreement allocates net income.
 
The following is a reconciliation of the weighted average number of common and subordinated units outstanding to the number of common and subordinated units used in the computations of net income per common and subordinated unit.
 
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2012
 
September 30, 2012
 
Common
 
Subordinated
 
Common
 
Subordinated
 
Units
 
Units
 
Units
 
Units
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of weighted average units outstanding
 
9,163,738
 
 
 
6,273,970
 
 
 
9,155,744
 
 
 
6,273,970
 
Restricted units outstanding
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
Average diluted units outstanding
 
9,163,738
 
 
 
6,273,970
 
 
 
9,155,744
 
 
 
6,273,970
 
 
Average diluted units outstanding for the three and nine month periods ended September 30, 2012, excludes the impact of 102,559 and 110,366, respectively, of unvested restricted common units, as the inclusion of these unvested restricted units would be antidilutive.
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2011
 
September 30, 2011
 
Common
 
Subordinated
 
Common
 
Subordinated
 
Units
 
Units
 
Units
 
Units
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of weighted average units outstanding
 
9,031,958
 
 
 
6,273,970
 
 
 
8,999,095
 
 
 
6,273,970
 
Restricted units outstanding
 
159,679
 
 
 
-
 
 
 
159,501
 
 
 
-
 
Average diluted units outstanding
 
9,191,637
 
 
 
6,273,970
 
 
 
9,158,596
 
 
 
6,273,970
 
 
Environmental liabilities policy
Environmental Liabilities
 
Costs to remediate and monitor environmental matters are accrued when such liabilities are considered probable and a reasonable estimate of such costs is determinable.
 
Accumulated other comprehensive income policy
Accumulated Other Comprehensive Income
 
Certain of our international operations maintain their accounting records in the local currencies that are their functional currencies. For these operations, the functional currency financial statements are converted to United States dollar equivalents, with the effect of the foreign currency translation adjustment reflected as a component of accumulated other comprehensive income. Accumulated other comprehensive income is included in partners' capital in the accompanying unaudited consolidated balance sheets and consists of the cumulative currency translation adjustments associated with such international operations. Activity within accumulated other comprehensive income during the three and nine month periods ended September 30, 2012 and 2011, is as follows:
 
 
Three Months Ended September 30,
 
2012
 
2011
 
(In Thousands)
 
 
 
 
 
 
 
 
Balance, beginning of period
$
879
 
 
$
1,018
 
Foreign currency translation adjustment, net of taxes
 
 
 
 
 
 
 
of $0 in 2012 and $0 in 2011
 
135
 
 
 
(290)
 
Balance, end of period
$
1,014
 
 
$
728
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
2012
 
2011
 
(In Thousands)
 
 
 
 
 
 
 
 
Balance, beginning of period
$
902
 
 
$
495
 
Foreign currency translation adjustment, net of taxes
 
 
 
 
 
 
 
of $0 in 2012 and $490 in 2011
 
112
 
 
 
233
 
Balance, end of period
$
1,014
 
 
$
728
 
 
 
 
 
 
 
 
 
 
Allocation of net income policy
Allocation of Net Income
 
Our net income is allocated to partners' capital accounts in accordance with the provisions of the partnership agreement.
 
Distributions policy
Distributions
 
On January 20, 2012, the board of directors of our General Partner declared a cash distribution attributable to the quarter ended December 31, 2011, of $0.3875 per outstanding unit. This distribution equates to a distribution of $1.55 per outstanding unit on an annualized basis. This cash distribution was paid on February 15, 2012, to all unitholders of record as of the close of business on February 1, 2012.
 
On April 20, 2012, the board of directors of our General Partner declared a cash distribution attributable to the quarter ended March 31, 2012, of $0.3875 per outstanding unit. This distribution equates to a distribution of $1.55 per outstanding unit on an annualized basis. This cash distribution was paid on May 15, 2012, to all unitholders of record as of the close of business on May 1, 2012.
 
On July 19, 2012, the board of directors of our General Partner declared a cash distribution attributable to the quarter ended June 30, 2012, of $0.3875 per outstanding unit. This distribution equates to a distribution of $1.55 per outstanding unit on an annualized basis. This cash distribution was paid on August 15, 2012, to all unitholders of record as of the close of business on August 1, 2012.
 
Subsequent to September 30, 2012, on October 18, 2012, the board of directors of our General Partner declared a cash distribution attributable to the quarter ended September 30, 2012, of $0.3975 per outstanding unit. This distribution equates to a distribution of $1.59 per outstanding unit on an annualized basis. This cash distribution will be paid on November 15, 2012, to all unitholders of record as of the close of business on November 1, 2012.
 
New accounting pronouncements policy
New Accounting Pronouncements
 
In June 2011, the Financial Accounting Standards Board (FASB) published ASU 2011-05, “Comprehensive Income (Topic 220), Presentation of Comprehensive Income” (ASU 2011-05), which has the objective of improving the comparability, consistency, and transparency of financial reporting and increasing the prominence of items reported in other comprehensive income. As part of ASU 2011-05, the FASB decided to eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity, among other amendments in this ASU. The amendments require that all non-owner changes in stockholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and the amendments are applied retrospectively. In December 2011, the FASB deferred certain aspects of ASU 2011-05. The portion of this ASU that has been adopted has not had a significant impact on our financial statements.
 
In May 2011, the FASB published ASU 2011-04, “Fair Value Measurement (Topic 820) - Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs,” whereby the FASB and the International Accounting Standards Board (IASB) aligned their definitions of fair value such that their fair value measurement and disclosure requirements are the same (except for minor differences in wording and style). The Boards concluded that the amendments in this ASU will improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments in this ASU are effective during interim and annual periods beginning after December 15, 2011, and are applied prospectively. The adoption of the accounting and disclosure requirements of this ASU did not have a significant impact on our financial statements.
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Basis of Presentation and Significant Accounting Policies (Tables)
9 Months Ended
Sep. 30, 2012
Basis of Presentation and Significant Accounting Policies (Tables)
Reconciliation of Weighted Average Units Table
 
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2012
 
September 30, 2012
 
Common
 
Subordinated
 
Common
 
Subordinated
 
Units
 
Units
 
Units
 
Units
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of weighted average units outstanding
 
9,163,738
 
 
 
6,273,970
 
 
 
9,155,744
 
 
 
6,273,970
 
Restricted units outstanding
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
Average diluted units outstanding
 
9,163,738
 
 
 
6,273,970
 
 
 
9,155,744
 
 
 
6,273,970
 
 
Average diluted units outstanding for the three and nine month periods ended September 30, 2012, excludes the impact of 102,559 and 110,366, respectively, of unvested restricted common units, as the inclusion of these unvested restricted units would be antidilutive.
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2011
 
September 30, 2011
 
Common
 
Subordinated
 
Common
 
Subordinated
 
Units
 
Units
 
Units
 
Units
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of weighted average units outstanding
 
9,031,958
 
 
 
6,273,970
 
 
 
8,999,095
 
 
 
6,273,970
 
Restricted units outstanding
 
159,679
 
 
 
-
 
 
 
159,501
 
 
 
-
 
Average diluted units outstanding
 
9,191,637
 
 
 
6,273,970
 
 
 
9,158,596
 
 
 
6,273,970
 
 
Accumulated Other Comprehensive Income Table
 
 
Three Months Ended September 30,
 
2012
 
2011
 
(In Thousands)
 
 
 
 
 
 
 
 
Balance, beginning of period
$
879
 
 
$
1,018
 
Foreign currency translation adjustment, net of taxes
 
 
 
 
 
 
 
of $0 in 2012 and $0 in 2011
 
135
 
 
 
(290)
 
Balance, end of period
$
1,014
 
 
$
728
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
2012
 
2011
 
(In Thousands)
 
 
 
 
 
 
 
 
Balance, beginning of period
$
902
 
 
$
495
 
Foreign currency translation adjustment, net of taxes
 
 
 
 
 
 
 
of $0 in 2012 and $490 in 2011
 
112
 
 
 
233
 
Balance, end of period
$
1,014
 
 
$
728
 
 
 
 
 
 
 
 
 
 
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Basis of Presentation and Significant Accounting Policies (Details 1)
3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2011
Sep. 30, 2012
Sep. 30, 2011
Common Units [Member]
Reconciliation of Weighted Average Units [Line Items]
Number of weighted average units outstanding 9,163,738 9,031,958 9,155,744 8,999,095
Restricted units outstanding 0 159,679 0 159,501
Average diluted units outstanding 9,163,738 9,191,637 9,155,744 9,158,596
Subordinated Units [Member]
Reconciliation of Weighted Average Units [Line Items]
Number of weighted average units outstanding 6,273,970 6,273,970 6,273,970 6,273,970
Restricted units outstanding 0 0 0 0
Average diluted units outstanding 6,273,970 6,273,970 6,273,970 6,273,970
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Basis of Presentation and Significant Accounting Policies (Details 2) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2011
Sep. 30, 2011
Sep. 30, 2012
Sep. 30, 2011
Basis of Presentation and Significant Accounting Policies (Details)
Restricted common units excluded from computation of net income per unit 102,559 0 110,366 0
Accumulated Other Comprehensive Income [Table]
Balance, beginning of period $ 879 $ 902 $ 728 $ 1,018 $ 902 $ 495
Foreign currency translation adjustment, net of tax of $0 and $0, respectively, in 2012 and $0 and $490, respectively in 2011 135 (290) 112 233
Balance, end of period 1,014 879 902 728 1,014 728
Accumulated Other Comprehensive Income (Parentheticals)
Foreign currency translation adjustment, taxes $ 0 $ 0 $ 0 $ 490
Distribution declaration date Oct 18, 2012 Jul 19, 2012 Apr 20, 2012 Jan 20, 2012
Amount of declared distribution $ 0.3975 $ 0.3875 $ 0.3875 $ 0.3875
Amount of declared distribution on an annualized basis $ 1.59 $ 1.55 $ 1.55 $ 1.55
Distribution payment date Nov 15, 2012 Aug 15, 2012 May 15, 2012 Feb 15, 2012
Distribution record date Nov 1, 2012 Aug 1, 2012 May 1, 2012 Feb 1, 2012
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Long-Term Debt and Other Borrowings (Details) (USD $)
In Millions, unless otherwise specified
9 Months Ended
Sep. 30, 2012
Long-Term Debt and Other Borrowings (Details)
Date of credit agreement Jun 24, 2011
Maximum borrowing capacity $ 20
Amount of reserve 3
Sublimit applicable to letters of credit 5
Amount of uncommitted expansion feature 20
Balance outstanding $ 6
Credit agreement interest rate during period 2.25%
Credit agreement interest rate at period end 2.75%
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Related Party Transactions (Details) (USD $)
Jun. 20, 2011
Related Party Transactions (Details)
Date of Omnibus Agreement Jun 20, 2011
Term of indemnification 3 years
Related party's maximum liability for indemnification $ 5,000,000
Amount of aggregate losses required to create indemnification obligation $ 250,000
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Subsequent Events (Details) (USD $)
3 Months Ended
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2011
Subsequent Events (Details)
Distribution declaration date Oct 18, 2012 Jul 19, 2012 Apr 20, 2012 Jan 20, 2012
Amount of declared distribution $ 0.3975 $ 0.3875 $ 0.3875 $ 0.3875
Amount of declared distribution on an annualized basis $ 1.59 $ 1.55 $ 1.55 $ 1.55
Distribution payment date Nov 15, 2012 Aug 15, 2012 May 15, 2012 Feb 15, 2012
Distribution record date Nov 1, 2012 Aug 1, 2012 May 1, 2012 Feb 1, 2012
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